EXHIBIT 10.7


                              SCA HOLDINGS US INC.
                          DEFERRED COMPENSATION PROGRAM


                                       1.


                           PURPOSE AND EFFECTIVE DATE


(a)     PURPOSE. The purpose of the SCA Holdings US Inc. Deferred Compensation
        Program (the "Plan") is to assist SCA Holdings US Inc. and certain of
        its affiliates in attracting and retaining executives who will make a
        significant contribution to their business success. The Plan provides
        for Voluntary Deferrals by Participants, Benefit Replacement Deferrals
        by Participants, discretionary matching benefits with respect to the
        Benefit Replacement Deferrals, and discretionary profit sharing
        contributions, in each case as provided below. The Plan was also formed
        as a successor plan to the XL America Inc. Deferred Compensation Plan in
        connection with the initial public offering of the common stock of
        Security Capital Assurance Ltd.

(b)     EFFECTIVE DATE. The Plan was adopted effective as of June 16, 2006 (the
        "Effective Date").

                                       2.


                                   DEFINITIONS


                When used herein, the following terms shall have the following
meanings:

                "Account" means the bookkeeping account maintained by the
Company for each Participant which is credited with benefits under Sections
4.1and 4.3, and earnings (or debited with losses) attributable to the Investment
Options selected by the Participant, and which is debited to reflect
distributions. The portions of a Participant's Account allocated to different
Investment Options will be accounted for separately, and the portions
attributable to benefits under Sections 4.1(a) through (e) and 4.3 of the Plan
shall, to the extent required by the Committee, also be accounted for
separately. Grandfathered Benefits shall also be accounted for separately.
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                "Account Balance" means the total amount credited to a
Participant's Account at any time, including the portions of the Account
allocated to each Investment Option.

                "Beneficiary" means the beneficiary or beneficiaries designated
in accordance with Section 10 to receive the amount, if any, payable upon the
death of a Participant.

                "Benefit Replacement Deferral" means the Compensation deferred
pursuant to Sections 4.1(a) and 4.2 of the Plan.

                "Benefit Replacement Deferral Election" means an election with
respect to a Benefit Replacement Deferral made by a Participant pursuant to
Section 4.2 of the Plan in the form designated by the Committee from time to
time.

                "Benefits" means the benefits described in Section 4.1 and 4.3
of the Plan.

                "Board of Directors" means the Board of Directors of the
Company.

                "Change in Control" has the meaning set forth in Appendix A
hereto.

                "Code" means the Internal Revenue Code of 1986, as amended.

                "Committee" means the Retirement and Investment Committee of the
Company.

                "Company" means SCA Holdings US Inc., a Delaware corporation, or
any successor under the provisions of Section 11.2.

                "Compensation" means base salary and bonus payable by an
Employer to the Participant (whether or not deferred under this Plan, a 401(k)
Plan or any other deferred compensation plan).

                "Deferral Election" means an election to defer Compensation
(whether as a Benefit Replacement Deferral Election or a Voluntary Deferral
Election) made by a Participant pursuant to, and in accordance with, Section 4.2
of the Plan in the form designated by the Committee from time to time.

                "Deferred Compensation" means the Compensation deferred pursuant
to Section 4.1(a) and 4.1(c) of the Plan and Benefits transferred to the Plan
pursuant to Section 4.3 hereof which were credited under Sections 4.1(a), (c) or
(f) of the Prior Plan, in each case together with earnings or losses thereon
attributable to the Investment Options selected by the Participant (and debited
to reflect distributions therefrom).
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                "Employer" means the Company, SCA, XL Capital Assurance Inc., XL
Financial Assurance Ltd, XL Financial Administrative Services Inc., and any
other subsidiary of SCA that becomes an Employer in accordance with Section
11.1.

                "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                "Excess Compensation" means Compensation payable during a Plan
Year to the extent in excess of the $220,000 compensation limit of Section
401(a)(17) of the Code (as such amount is adjusted from time to time under
Section 401(a)(17)(B) of the Code).

                "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                "401(k) Plan" means the tax-qualified 401(k) plan maintained or
contributed to by the Participant's Employer.

                "Grandfathered Benefits" means Benefits originally accrued under
the Prior Plan which are credited to the Participant's account in this Plan
pursuant to Section 4.3, but only to the extent such Benefits were accrued and
vested on December 31, 2004 (together with earnings or losses thereon, whether
attributable to periods before or after December 31, 2004, attributable to the
Investment Options selected by the Participant).

                "Investment Option" means a measure of investment return
pursuant to which Benefits credited to a Participant's Account shall be further
credited with earnings (or debited with losses). The Investment Options
available under this Plan shall be determined from time to time by the
Committee.

                "Participant" means any employee of an Employer who is selected
to participate in the Plan in accordance with Section 3.

                "Plan" means the SCA Holdings US Inc. Deferred Compensation
Program, as set forth herein and as amended from time to time.

                "Plan Year" means the 12-month period commencing each January 1
and ending on December 31.

                "Prior Plan" means the XL America Inc. Deferred Compensation
Program.

                "Retirement" means the date a Participant reaches age 65,
whether or not the Participant is employed by an Employer or a subsidiary
thereof at such time.

                "SCA" means Security Capital Assurance Ltd, a Bermuda
corporation and owner of all of the common stock of the Company.
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                "Termination Date" with respect to a Participant means the first
date on which the Participant is no longer employed by an Employer or any other
subsidiary of SCA.

                "Voluntary Deferral" means the Compensation deferred pursuant to
Sections 4.1(c) and 4.2 of the Plan.

                "Voluntary Deferral Election" means an election with respect to
a Voluntary Deferral made by a Participant pursuant to Section 4.2 of the Plan
in the form designated by the Committee from time to time.


                                       3.


                                  PARTICIPATION


(a)     PARTICIPATION. An employee of an Employer shall become a Participant in
        the Plan only upon selection and designation as a Participant by the
        Committee. The selection of Participants shall be in the sole discretion
        of the Committee and shall be consistent with the provisions of Section
        8.2 hereof.

(b)     SUSPENSION OF PARTICIPATION. The participation of any Participant may be
        suspended or terminated by the Committee at any time in its sole
        discretion, but no such suspension or termination shall operate to
        reduce any benefits accrued by the Participant under the Plan prior to
        the date of suspension or termination.


                                       4.


                         BENEFITS AND DEFERRAL ELECTIONS


(a)     BENEFITS. Subject to the provisions of Section 6, for each Plan Year the
        following Benefits shall be credited to the Account of a Participant:

        (i)     a Benefit Replacement Deferral of an amount of Excess
                Compensation, not in excess of 5% of such Excess Compensation,
                that is deferred by the Participant pursuant to a Benefit
                Replacement Deferral Election as provided in Section 4.2 below;

        (ii)    an Employer matching contribution equal to 140% (or such other
                percentage as determined by the Board of Directors) of the
                amount of Excess Compensation deferred by the Participant for
                the Plan Year under Section 4.1(a) above;
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        (iii)   a separate Voluntary Deferral of an amount of Compensation, up
                to 50% of base salary and up to 100% of annual bonus, that is
                deferred by the Participant pursuant to a Voluntary Deferral
                Election as provided in Section 4.2 below;

        (iv)    a discretionary profit sharing contribution, if any, of a
                percentage of the Participant's Compensation, as determined from
                time to time by the Board of Directors; and

        (v)     earnings or losses attributable to the Investment Options for
                the Participant's Benefits pursuant to Section 5 below.

(b)     DEFERRAL ELECTIONS.

        (i)     Benefit Replacement Deferral Elections and Voluntary Deferral
                Elections must each be made no later than the December 15
                immediately preceding the Plan Year for which such elections are
                to take effect. Such Deferral Elections shall apply to
                Compensation for services performed in such Plan Year, and they
                shall be irrevocable after such December 15. Benefit Replacement
                Deferral Elections shall remain in effect for all future Plan
                Years until changed, which change, so long as it is made prior
                to the December 15 immediately preceding the Plan Year for which
                the change is to be effective, shall apply prospectively to the
                Plan Year beginning after the date of the change of election. A
                separate Voluntary Deferral Election must be made for each Plan
                Year. Any deferred compensation elections in effect on the
                Effective Date under Section 4.2 of the Prior Plan shall apply
                as a Benefit Replacement Deferral Election or a Voluntary
                Deferral Election for this Plan, as the case may be, for the
                2006 Plan Year under this Plan (and, in the case of a Benefit
                Replacement Deferral Election, shall continue in effect until
                changed in writing by the Participant as set forth above).

        (ii)    Notwithstanding any provision of Section 4.2(a) to the contrary,
                in the case of any Compensation which qualifies as
                "performance-based compensation" under Section 409A of the Code
                and the regulations and other applicable guidance issued
                thereunder and which is based upon a performance period of at
                least twelve (12) months, a Voluntary Deferral Election may be
                made with respect to such performance-based compensation no
                later than the date that is six (6) months before the end of the
                performance period, so long as such election is made in
                compliance with the other applicable requirements of Section
                409A of the Code and the regulations and other applicable
                guidance issued thereunder and in accordance with the procedures
                established by the Committee for such elections.
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        (iii)   Notwithstanding any provision of Section 4.2 to the contrary, a
                Participant may make a Deferral Election within thirty (30) days
                after first becoming eligible to participate in the Plan
                (treating eligibility to participate in the Prior Plan as
                eligibility to participate in this Plan for this purpose) with
                respect to Compensation paid for services to be performed
                subsequent to the effective date of the election. In the case of
                any bonus payable over a specified service period (E.G., a Plan
                Year), if a Deferral Election is made in the first year of the
                Participant's eligibility but after the beginning of the service
                period, the election will be deemed to apply to Compensation
                paid for services performed subsequent to the election if the
                election applies to the portion of the bonus equal to the total
                amount of the bonus for the service period multiplied by the
                ratio of the number of days remaining in the service period
                after the election over the total number of days in the service
                period.

(c)     TRANSFER AMOUNTS. In the case of each Participant who was actively
        employed by XL Capital Ltd or one of its subsidiaries in connection with
        the business of the Company and its subsidiaries immediately prior to
        the Effective Date and who had accrued benefits under the Prior Plan,
        such accrued benefits will be transferred to this Plan, effective on the
        date determined by the Committee (the "Transfer Date"), by crediting to
        the Participant's Account an amount equal to the amount of such
        Participant's accrued benefit under the Prior Plan at such date, in each
        case as set forth in a written resolution of the Committee which sets
        forth the Participant's name, the amount of the benefit transferred, and
        the vesting schedule for the benefit transferred (including the amount,
        if any, that was vested on December 31, 2004). After the Transfer Date,
        (i) such amount shall also be credited or debited with earnings or
        losses attributable to the Investment Options for the Participant's
        Benefits pursuant to Section 5 below, and (ii) such benefits shall only
        be payable to the Participant under the terms of this Plan and no amount
        shall be payable to the Participant under the Prior Plan.


                                       5.


                         EARNINGS AND INVESTMENT OPTIONS


(a)     CREDITING OF EARNINGS. Earnings shall be credited to a Participant's
        Account based on the Investment Option or Options to which his or her
        Account has been allocated, beginning with the day as of which any
        amounts (or any reallocation of amounts) are credited to the
        Participant's Account. Any amount distributed from a Participant's
        Account shall be credited with earnings through the day on which the
        distribution is processed. The Investment Options shall be determined
        and communicated to

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                                      -7-


        Participants by the Committee; PROVIDED, HOWEVER, that the Investment
        Options may not be changed retroactively.

(b)     SELECTION OF INVESTMENT OPTIONS. The amounts credited to a Participant's
        Account under this Plan shall be allocated among the Investment Options
        as elected in writing (or by such other method approved by the
        Committee) from time to time by the Participant. Participants may
        allocate and reallocate their Account Balance among the Investment
        Options in accordance with the procedures and limitations established
        from time to time by the Committee.


                                       6.


                               VESTING AND PAYMENT


(a)     VESTING. A Participant's Deferred Compensation will be vested in full at
        all times. No amount shall be payable to a Participant or his or her
        Beneficiary under the Plan to the extent it represents Benefits under
        Sections 4.1(b) or (d) of the Plan or Sections 4.1(b), (d) or (e) of the
        Prior Plan (or earnings or losses on such amounts) that would have been
        forfeited under the vesting provisions of the 401(k) Plan applicable to
        corresponding amounts (i.e., matching contributions, employer
        contributions or employee contributions, as the case may be, as
        determined by the Committee), taking into account all service with the
        Company and its subsidiaries and service with XL Capital Ltd and its
        subsidiaries prior to the Effective Date. Notwithstanding the foregoing,
        all Benefits shall become immediately vested in full upon a Change in
        Control.

(b)     DISTRIBUTION OPTIONS. Except as otherwise provided in this Section 6,
        Benefits deferred from a Plan Year shall be paid to a Participant in
        accordance with his or her election applicable to the Plan Year pursuant
        to Section 6.3 hereof, either:

        (i)     in a single lump sum on the date that is six months after the
                Participant's Termination Date (with the payment including all
                deemed earnings or losses calculated in accordance with the
                Investment Options through such date);

        (ii)    in a single lump sum on the later of Retirement of the
                Participant or the date that is six months after the
                Participant's Termination Date (with the payment including all
                deemed earnings or losses calculated in accordance with the
                Investment Options through the payment date), if elected by the
                Participant in accordance with the provisions of Section 6.3;
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        (iii)   in annual, monthly or quarterly installments for up to ten years
                following the Participant's Termination Date, as elected by the
                Participant in accordance with the provisions of Section 6.3;
                the first such installment shall be paid on the date that is six
                months following the Termination Date, and the remaining
                installments shall be paid on the anniversaries of the
                Termination Date, beginning on the first anniversary of the
                Termination Date; and the amount of each such installment shall
                be determined by dividing the amount credited to the Participant
                under the Plan at such date (including all deemed earnings or
                losses, calculated in accordance with the Investment Options,
                credited through such date) by the number of installments
                remaining to be paid;

        (iv)    in annual, monthly or quarterly installments for up to ten years
                following the later of Retirement of the Participant or the
                Participant's Termination Date, as elected by the Participant in
                accordance with the provisions of Section 6.3; the first such
                installment shall be paid on the later of the date of such
                Participant's Retirement or the date that is six months
                following the Participant's Termination Date, and the remaining
                installments shall be paid on the anniversaries of the later of
                Retirement of the Participant or the Participant's Termination
                Date, beginning on the first anniversary thereof; and the amount
                of each such installment shall be determined by dividing the
                amount credited to the Participant under the Plan at such date
                (including all deemed earnings or losses, calculated in
                accordance with the Investment Options, credited through such
                date) by the number of installments remaining to be paid; or

        (v)     at the time, or pursuant to the fixed schedule, specified by the
                Participant in a payment election made in accordance with the
                provisions of Section 6.3 and Section 409A of the Code.

(c)     ELECTION. Each Participant may elect to be paid under the Plan in
        accordance with one of the alternatives set forth in Section 6.2 above.
        A separate payment election may be made with respect to deferrals for
        each Plan Year. The Participant's payment election with respect to
        deferrals for a Plan Year shall be made at the time, and in accordance
        with the same requirements, as the deferral election under Section
        4.2(a) or (c), as applicable, with respect to the Plan Year. Except as
        otherwise provided in Sections 6.4 or 6.7 below, such an election shall
        be irrevocable. Elections made under the Prior Plan shall continue to
        apply to Benefits under this Plan (subject to any deferral mandated by
        Section 409A of the Code) until a new election is made in accordance
        with the terms of this Plan. In the absence of a valid election by a
        Participant hereunder, the Participant shall be deemed to have elected
        to be paid in a lump sum under Section 6.2(a).

(d)     ADDITIONAL DEFERRAL. A Participant may change his or her payment
        election with respect to amounts deferred for a Plan Year (to provide
        for additional deferral of a

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                                      -9-


        payment) if such change meets the following requirements and is made in
        accordance with the procedures establised by the Committee from time to
        time: (a) such new election shall not take effect until twelve (12)
        months after the date it is made, (b) the payment must be deferred for a
        period of not less than five (5) years from the date the payment would
        otherwise have been made (or in the case of installment payments, five
        (5) years from the date the first installment was scheduled to be paid),
        and (c) in the case of a payment made pursuant to Section 6.2(e), the
        election may not be made less than twelve (12) months prior to the date
        the payment is scheduled to be made (or in the case of installment
        payments, twelve (12) months prior to the date the first installment was
        scheduled to be paid). For purposes of this Section 6.4, entitlement to
        a series of installment payments will be treated as entitlement to a
        single payment, and a series of payments will be treated as installment
        payments if the payments are a series of substantially equal periodic
        amounts to be paid over a predetermined period of years, except to the
        extent any increase in the amount reflects reasonable earnings through
        the date the amount is paid.

(e)     PAYMENTS UPON DEATH. Notwithstanding any provision of this Plan to the
        contrary, upon the death of a Participant, the Participant's Benefits
        shall be paid in a single lump sum to the Participant's Beneficiary
        within forty five (45) days following the Participant's death.

(f)     MANDATORY CASH-OUT. Notwithstanding any provision of this Plan (other
        than Section 6.5) or any election by the Participant to the contrary, if
        a Participant's Account is less than $100,000 on the Termination Date,
        such Participant's Benefits shall be paid in a lump sum on the date that
        is six months after the Termination Date (except to the extent such
        Participant's Account is otherwise to be paid hereunder at an earlier
        time, in which case payments will be made at such earlier scheduled
        time, so long as such payment is consistent with Section 409A of the
        Code).

(g)     SPECIAL 2006 PAYMENT ELECTION. To the extent permitted under Section
        409A and the regulations and other applicable guidance issued thereunder
        and in accordance with procedures approved by the Committee, prior to
        the end of calendar year 2006, each Participant may change the
        Participant's payment election with respect to Benefits subject to
        Section 409A to another time and form of payment permissible under
        Section 6.2 hereof.

(h)     GRANDFATHERED PRIOR PLAN BENEFITS. Notwithstanding any provision of this
        Plan to the contrary, a Participant's distribution election in effect
        under the Prior Plan shall continue to apply to Grandfathered Benefits
        unless and until a new distribution election is made by the Participant
        in accordance with the procedures set forth in Appendix B hereto (which
        shall apply to Grandfathered Benefits in lieu of the provisions of this
        Section 6).
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                                       7.


                                SOURCE OF PAYMENT


(a)     TRUST. All payments provided for under the Plan shall be paid in cash
        from the general funds of the Company; PROVIDED, HOWEVER, that such
        payments shall be reduced by the amount of any payments made to the
        Participant or his or her Beneficiary from any trust or special or
        separate fund established by the Company to assure such payments. The
        Company shall establish and maintain a trust, the assets of which shall
        be subject to the claims of the Company's creditors in the event of the
        Company's insolvency, in order to provide a source of funds to assist it
        in the meeting of its liabilities hereunder. At the end of each Plan
        Year and at the time of termination of employment of a Participant, the
        Company shall be required to irrevocably deposit additional cash or
        other property to the trust in an amount sufficient to pay each
        Participant who has terminated employment with the Company prior to such
        time (or his or her Beneficiary) the benefits of such Participant
        accrued pursuant to the terms of the Plan as of the close of the Plan
        Year (or in the case of a termination of employment, as of the time of
        such termination). To the extent that any Participant or Beneficiary
        acquires a right to receive payments from the Company hereunder, such
        right shall be no greater than the right of an unsecured creditor of the
        Company.


                                       8.


                  ADMINISTRATION AND INTERPRETATION OF THE PLAN


(a)     COMMITTEE. The Plan shall be administered by the Committee. The
        Committee shall have full discretion, power and authority to interpret,
        construe and administer the Plan, to provide for claims review
        procedures, and to review claims for benefits under the Plan. The
        Committee's interpretations and constructions of the Plan and the
        actions taken thereunder by the Committee shall be binding and
        conclusive on all persons and for all purposes.

(b)     FOR SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES. The Plan
        is intended to be an unfunded deferred compensation plan "for a select
        group of management or highly compensated employees" within the meaning
        of Sections 201(a)(2), 301(a)(3) and 401(a)(1) of ERISA. Each provision
        of the Plan shall be administered, interpreted and construed to carry
        out such intention, and any provision that cannot be so administered,
        interpreted and construed shall, to that extent, be disregarded.
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(c)     ADVISORS. The Committee shall establish and maintain Plan records and
        may arrange for the engagement of such accounting, actuarial or legal
        advisors, who may be advisors to the Company, and make use of such
        agents and clerical or other personnel as it shall require or may deem
        advisable for purposes of the Plan. The Committee may rely upon the
        written opinion of such advisors engaged by the Committee. The Committee
        may appoint a subcommittee (which may include one or more Participants)
        to assist it in carrying out its administrative duties under the Plan.

(d)     HOLD HARMLESS. To the maximum extent permitted by law, no member of the
        Board of Directors, the Committee or any subcommittee appointed pursuant
        to Section 8.3 hereof shall be personally liable by reason of any
        contract or other instrument executed by him or her or on his or her
        behalf in his or her capacity as a member of the Board of Directors, the
        Committee or such subcommittee nor for any mistake of judgment made in
        good faith, and the Company shall indemnify and hold harmless, directly
        from its own assets (including the proceeds of any insurance policy the
        premiums of which are paid from the Company's own assets), each member
        of the Board of Directors, the Committee, and any subcommittee appointed
        pursuant to Section 8.3 hereof and each other officer, employee, or
        director of the Company to whom any duty or power relating to the
        administration or interpretation of the Plan or to the management or
        control of the assets of the Plan may be delegated or allocated, against
        any cost or expense (including counsel fees) or liability (including any
        sum paid in settlement of a claim with the approval of the Company)
        arising out of any act or omission to act in connection with the Plan
        unless arising out of such person's own fraud or bad faith.


                                       9.


                            AMENDMENT AND TERMINATION


(a)     AMENDMENT AND TERMINATION. The Plan may be amended, suspended or
        terminated, in whole or in part, by the Board of Directors, but no such
        action shall retroactively impair or otherwise adversely affect the
        rights of any person to benefits under the Plan which have accrued prior
        to the date of such action, as determined by the Board of Directors.
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                                       10.


                          DESIGNATION OF BENEFICIARIES


(a)     BENEFICIARY DESIGNATION. Each Participant who participates in the Plan
        shall file with the Company a written designation of one or more persons
        or trusts as the Beneficiary who shall be entitled to receive the
        amount, if any, payable under the Plan upon his or her death. A
        Participant may, from time to time, revoke or change his or her
        Beneficiary designation without the consent of any prior Beneficiary by
        filing a new designation with the Company. The last such designation
        received by the Company shall be controlling; PROVIDED, HOWEVER, that no
        designation, or change or revocation thereof, shall be effective unless
        received by the Company prior to the Participant's death, and in no
        event shall it be effective as of a date prior to such receipt.

(b)     ESTATE. If no such Beneficiary designation is in effect at the time of a
        Participant's death, or if no designated Beneficiary survives the
        Participant, or if such designation conflicts with law, the
        Participant's estate shall be deemed to have been designated his or her
        Beneficiary and shall receive the payment of the amount, if any, payable
        under the Plan upon his or her death. If the Committee is in doubt as to
        the right of any person to receive such amount, the Committee may retain
        such amount, without liability for any interest thereon, until the
        rights thereto are determined, or the Committee may pay such amount into
        any court of appropriate jurisdiction and such payment shall be a
        complete discharge of the liability of the Plan and the Company
        therefor.

                                       11.


                               GENERAL PROVISIONS


(a)     SUBSIDIARIES. Any subsidiary of SCA may, upon approval by the Committee,
        become an Employer under the terms of the Plan. Each Employer shall bear
        the costs of the benefits provided under the Plan with respect to
        persons employed by it (subject to the allocation of costs among
        Employers by the Committee, in the case of Participants employed by more
        than one Employer). However, the Company shall be liable to each
        Participant for all payments provided for under the Plan, except as
        otherwise provided in Section 7.1 hereof.

(b)     BINDING ON SUCCESSORS. This Plan shall be binding upon and inure to the
        benefit of SCA, the Company, its subsidiaries, and their successors and
        assigns and the Participant, his or her Beneficiary or designees and his
        or her estate. Nothing in this

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                                      -13-


        Plan shall preclude the Company from consolidating or merging into or
        with, or transferring all or substantially all of its assets to, another
        corporation which assumes this Plan and all obligations of the Company
        hereunder. Upon such a consolidation, merger or transfer of assets and
        assumption, the term "Company" shall refer to such other corporation and
        this Plan shall continue in full force and effect.

(c)     NO RIGHT OF EMPLOYMENT. Neither the Plan nor any action taken hereunder
        shall be construed as giving to a Participant or any employee the right
        to be retained in the employ of an Employer or any other subsidiary of
        SCA or as affecting the right of an Employer or such a subsidiary to
        dismiss any Participant or employee with or without cause.

(d)     WITHHOLDING. The Company may provide for the withholding from any
        benefits payable under this Plan all Federal, state, city or other taxes
        as shall be required pursuant to any law or governmental regulation or
        ruling.

(e)     NOT ASSIGNABLE. No right to any amount payable at any time under the
        Plan may be assigned, transferred, pledged, or encumbered, either
        voluntarily or by operation of law, except (i) as provided expressly
        herein as to payments to a Beneficiary, (ii) other than in the case of
        Grandfathered Benefits, as may be necessary to fulfill a "domestic
        relations order" (as defined in Section 414(p)(1)(B) of the Code), or
        (iii) as may otherwise be required by law.

(f)     INCAPACITY. If the Committee shall find that any person to whom any
        amount is or was payable hereunder is unable to care for his or her
        affairs because of illness or accident, or has died, then the Committee,
        if it so elects, may direct that any payment due him or her or his or
        her estate (unless a prior claim therefore has been made by a duly
        appointed legal representative) or any part thereof be paid or applied
        for the benefit of such person or to or for the benefit of his or her
        spouse, children or other dependents, an institution maintaining or
        having custody of such person, any other person deemed by the Committee
        to be a proper recipient on behalf of such person otherwise entitled to
        payment, or any of them, in such manner and proportion as the Committee
        may deem proper. Any such payment shall be in complete discharge of the
        liability therefor of the Company, the Plan or the Committee or any
        member, officer or employee thereof.

(g)     COMMUNICATIONS TO COMMITTEE. All elections, designations, requests,
        notices, instruction, and other communications from a Participant,
        Beneficiary or other person to the Committee or the Company pursuant to
        the Plan shall be in such form as is prescribed from time to time by the
        Committee, shall be mailed by first-class mail or delivered to such
        location as shall be specified by the Committee, and shall be deemed to
        have been given and delivered only upon actual receipt thereof at such
        location.
<PAGE>
                                      -14-


(h)     OTHER BENEFITS. Except as otherwise expressly provided, the benefits
        payable under this Plan shall be in addition to all other benefits
        provided for employees of SCA and its subsidiaries.

(i)     CAPTIONS. The captions preceding the sections and articles hereof have
        been inserted solely as a matter of convenience and in no way define or
        limit the scope or intent of any provisions of the Plan.

(j)     GOVERNING LAW. To the extent not preempted by Federal law, this Plan
        shall be governed by the laws of the State of New York, without regard
        to the principles of conflict of laws thereof, as from time to time in
        effect.

(k)     SECTION 409A. It is intended that the Plan will comply with Section 409A
        of the Code (and any regulations and guidelines issued thereunder), and
        the Plan shall be interpreted on a basis consistent with such intent.
        The Plan may be amended in any respect deemed by the Board to be
        necessary in order to preserve compliance with Section 409A of the Code.

<PAGE>


                                   Appendix A
                                   ----------

                                CHANGE IN CONTROL


                For purposes of this Plan, "Change in Control" shall mean:

                (a)     the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
"Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 35% or more of either (1) the then outstanding shares
of common stock of SCA (the "Outstanding SCA Common Stock") or (2) the combined
voting power of the then outstanding voting securities of SCA entitled to vote
generally in the election of directors (the "Outstanding SCA Voting
Securities"); PROVIDED, HOWEVER, that the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from SCA (other
than by exercise of a conversion privilege); (ii) any acquisition by SCA or any
of its subsidiaries; (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by SCA or any of its subsidiaries; (iv)
any acquisition by any corporation with respect to which, following such
acquisition, more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding SCA Common Stock and Outstanding SCA
Voting Securities immediately prior to such acquisition in substantially the
same proportions as their ownership, immediately prior to such acquisition, of
the Outstanding SCA Common Stock and Outstanding SCA Voting Securities, as the
case may be (unless a Person's ownership of the acquiring corporation results in
that Person indirectly owning 35% or more of the Outstanding SCA Common Stock or
Outstanding SCA Voting Securities); or (v) any acquisition by XL Capital Ltd or
its wholly-owned subsidiaries unless, at any time after the Effective Date and
prior to such acquisition, XL Capital Ltd and its subsidiaries own less than 35%
of the Outstanding SCA Voting Securities;

                (b)     during any period of two consecutive years, individuals
who, as of the beginning of such period, constitute the Board of Directors of
SCA (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board of Directors of SCA; PROVIDED, HOWEVER, that any
individual becoming a director subsequent to the beginning of such period whose
election, or nomination for election by SCA's shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either

<PAGE>
                                       -2-


an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act);

                (c)     consummation of a reorganization, scheme of arrangement,
merger, consolidation or similar transaction (collectively, a "Transaction"), in
each case, with respect to which all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding SCA
Common Stock and outstanding SCA Voting Securities immediately prior to such
Transaction, do not, following such Transaction, beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Transaction in substantially the
same proportions as their ownership, immediately prior to such Transaction, of
the Outstanding SCA Common Stock and Outstanding SCA Voting Securities, as the
case may be;

                (d)     consummation of a sale or other disposition of all or
substantially all of the assets of SCA, other than to a corporation with respect
to which following such sale or other disposition, more than 60% of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding SCA Common Stock and Outstanding SCA Voting Securities immediately
prior to such sale or other disposition in substantially the same proportions as
their ownership, immediately prior to such sale or other disposition, of the
Outstanding SCA Common Stock and Outstanding SCA Voting Securities, as the case
may be; or

                (e)     approval by the shareholders of SCA of a complete
liquidation or dissolution (or similar transaction) of SCA.
<PAGE>


                                   Appendix B
                                   ----------


                      GRANDFATHERED DISTRIBUTION PROCEDURES


        The distribution procedures set forth in this Appendix B apply only to
Grandfathered Benefits. The Investment Options set forth in this Plan shall
apply to Grandfathered Benefits after the Transfer Date. It is intended that a
Participant's rights with respect to his or her Grandfathered Benefits will not
be materially modified for purposes of Section 409A of the Code from those in
effect under the Prior Plan as of October 3, 2004. Accordingly, any right or
benefit provided for under this Plan in addition to a right or benefit under the
Prior Plan shall not apply to the Grandfathered Benefits, unless such right as
benefit can be provided without the Grandfathered Benefits becoming subject to
Section 409A of the Code.

DISTRIBUTION OPTIONS. Except as otherwise provided in this Appendix B,
        Grandfathered Benefits shall be paid to a Participant, in accordance
        with his or her election as provided in Section B.2 hereof, either:

                in a cash lump sum as soon as practicable after the first date
                on which the Participant is no longer employed by an Employer or
                any other subsidiary of SCA (with the payment including all
                deemed earnings or losses calculated in accordance with the
                Investment Options through such date);

        (i)     in a cash lump sum as soon as practicable after the later of
                Retirement of the Participant or the first date on which the
                Participant is no longer employed by an Employer or any other
                subsidiary of SCA (with the payment including all deemed
                earnings or losses calculated in accordance with the Investment
                Options through such date), if elected by the Participant in
                accordance with the provisions of Section B.2;

        (ii)    in annual, monthly or quarterly installments for up to ten years
                following termination of the Participant's employment, as
                elected by the Participant in accordance with the provisions of
                Section B.2; the first such installment shall be payable as soon
                as practicable following the first date on which the Participant
                is no longer employed by an Employer or any other subsidiary of
                SCA; and the amount of each such installment shall be determined
                by dividing the amount of the undistributed Grandfathered
                Benefit of the Participant under the Plan at such date
                (including all deemed earnings or losses, calculated in
                accordance with the Investment Options, credited through such
                date) by the number of installments remaining to be paid, and
                may be subject to minimum periodic payment amounts as set by the
                Committee; or

        (iii)   in annual, monthly or quarterly installments for up to ten years
                following the later of Retirement of the Participant or the
                first date on which the Participant is no longer employed by an
                Employer or any other subsidiary of SCA, as elected by

<PAGE>


                the Participant in accordance with the provisions of Section
                B.2; the first such installment shall be payable as soon as
                practicable following the later of date of such Participant's
                Retirement or termination of employment; and the amount of each
                such installment shall be determined by dividing the amount of
                the undistributed Grandfathered Benefit of the Participant under
                the Plan at such date (including all deemed earnings or losses,
                calculated in accordance with the Investment Options, credited
                through such date) by the number of installments remaining to be
                paid, and may be subject to minimum periodic payment amounts as
                set by the Committee.

B.2.    ELECTION. A Participant's payment election made under the Prior Plan
        shall continue to apply to Grandfathered Benefits under this Plan;
        PROVIDED, HOWEVER, that a Participant may file a new election as to the
        form of payment of Grandfathered Benefits if such election is filed at
        least one year in advance of termination of the Participant's
        employment. In the absence of a payment election by a Participant, the
        Participant shall be deemed to have elected to be paid in a lump sum at
        termination of employment under Section B.1(a).

B.3.    BENEFICIARY PAYMENTS. Upon the death of a Participant, the Participant's
        Grandfathered Benefits shall be paid in a single lump sum to the
        Participant's Beneficiary as soon as practicable following the
        Participant's death.

B.4.    MANDATORY CASH-OUT. If a Participant's entire Account under the Plan is
        less than $100,000 on the first date on which the Participant is no
        longer employed by an Employer or any other subsidiary of the Company,
        such Participant's Grandfathered Benefits shall be paid in a lump sum at
        the time of such termination of employment.

                                      -2-