Exhibit 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
AGREEMENT, made
and entered into as of the 1st day of July, 2005, by and
between XL Capital Ltd, a Cayman Islands
corporation (the "Company"), XL
Insurance (Bermuda) Ltd, a Bermuda exempted
company, XL Re Ltd, a Bermuda
exempted company, X.L. America, Inc., a
U.S. corporation (XL Insurance (Bermuda)
Ltd, XL Re Ltd, and X.L. America, Inc. are
direct or indirect wholly owned
subsidiaries of the Company and are
collectively referred to herein as the
"Guarantors") and Paul S. Giordano (the
"Executive").
WHEREAS, the
Executive, the Company and the Guarantors entered into an
employment agreement dated as January 1,
2005 (the "Employment Agreement");
WHEREAS, the
Company, the Guarantors and the Executive desire to amend the
Employment Agreement as set forth
herein;
NOW, THEREFORE,
in consideration of the premises and mutual covenants
contained herein, and for other good and
other valuable consideration, the
Company, the Guarantors and the Executive
agree as follows.
1. New Section
27 is added to the Employment Agreement to read as follows:
"27. Housing Benefit. The Executive shall be paid a monthly
housing
allowance by the
Company equal to the amount set forth below, beginning
effective July
1, 2005 and continuing for a period of three years
thereafter. The
amount will be paid on a monthly basis at the time regular
monthly payroll
is paid. The monthly payments for the first twelve months
beginning July
1, 2005 will be $15,000 per month, the payments for the
second twelve
months will be $10,000 per month, and the payments for the
third twelve
months will be $5,000 per month. Notwithstanding the
foregoing,
payment of the housing allowance set forth herein will cease
upon termination
of the Executive's employment with the Company and its
Affiliates;
provided, however, that if the Executive's employment is
terminated by
the Company for any reason other than death or Cause
(including
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by the Company
giving notice of nonrenewal under Section 2 above), or if
the Executive
terminates his employment under Sections 8(b), 8(d)(iii) or
8(d)(iv) above,
the Executive will receive, in a single lump sum as soon as
practicable
after termination of employment, an amount equal to any
remaining housing allowance
payments scheduled to be paid to the Executive
as set forth
above for the twenty-four months following such termination of
employment. In
the event of the death of the Executive during the three
year housing
benefit payment period, the spouse or estate of the Executive
will continue to
receive monthly housing allowance payments through the end
of the three
year payment period or until the principal personal residence
purchased by the
Executive on July
