AMENDMENT NO. 1 TO LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENT

                                                                    EXHIBIT 10.1

    AMENDMENT NO. 1 TO LETTER OF CREDIT FACILITY AND REIMBURSEMENT

                                   AGREEMENT

     AMENDMENT NO. 1 dated as of December 23, 2005, between XL CAPITAL LTD,

a company incorporated under the laws of the Cayman Islands (the "Account

Party"), X.L. AMERICA, INC., a Delaware corporation ("XL America"), XL INSURANCE

(BERMUDA) LTD, a Bermuda limited liability company ("XL Insurance")   and XL RE

LTD, a Bermuda limited liability company ("XL Re" and, together with the Account

Party in its capacity as a Guarantor, XL America, and XL Insurance, each a

"Guarantor" and collectively, the "Guarantors"; the Guarantors and the Account

Party being collectively referred to as the "Obligors"), CITIBANK INTERNATIONAL

PLC, as agent and trustee for the Lenders, the "Agent" and "Security Trustee".

     The   Obligors,   the   Lenders,   the Agent and the Arrangers are parties to a

Letter   of   Credit   and Reimbursement Facility Agreement dated November 17, 2004

(the   "Credit   Agreement"),   providing,   subject   to   the   terms   and conditions

thereof,   for   the   issuance of letters of credit for the account of the Account

Party in an aggregate face amount not exceeding (pound sterling)450,000,000. The

Obligors,   the   Lenders   and   the   Agent   wish   to amend the Credit Agreement in

certain   respects.   Each   of   the   Lenders has provided to the Agent its written

consent   to   the amendments set out herein and accordingly the Agent (for itself

and   for and on behalf of each of the Lenders), and the Obligors hereby agree as

follows:

     Section 1. Definitions. Except as otherwise defined in this

Amendment No. 1, terms defined in the Credit Agreement are used herein as

defined therein.

     Section 2. Amendments. Effective as provided in Section 4 below, the

Credit Agreement is hereby amended as follows:

     2.01. References in the Credit Agreement (including references to the

Credit Agreement as amended hereby) to "this Agreement" (and indirect references

such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be

references to the Credit Agreement as amended hereby.

     2.02. Clause 1.1 (Defined Terms) of the Credit Agreement is hereby

amended by inserting the following definitions (or, in the case of any of the

following defined terms that are already defined in the Credit Agreement, by

amending and restating in its entirety each such term as set forth below) in

their proper respective alphabetical locations:

     (a)   a new definition shall be included after the definition of the

          term AMB Rating Undertaking as follows:

     "Amendment No.1 means the letter agreement dated on or about 23 December

2005 relating to the Credit Agreement between, amongst others, the Account

Party, the Agent and the Security Trustee;"

     (b)   the definition of the term Commitment Termination Date shall be

          deleted and replaced in its entirety with the following:

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     "Commitment Termination Date means 31 August 2006;"

(c)   the definition of the term Consolidated Net Worth shall be deleted and

     replaced in its entirety with the following:

     "Consolidated   Net   Worth   means,   at   any   time,   the   consolidated

     shareholders'   equity   of   the Account Party and its Subsidiaries, provided

     that   the   calculation   of   such   consolidated   shareholders'   equity shall

     exclude   (a) the effect thereon of any adjustments required under Statement

     of   Financial   Accounting   Standard   No.   115   ("Accounting   for   Certain

     Investments   in   Debt   and   Equity Securities") (b) any Exempt Indebtedness

     (and   the assets relating thereto) in the event such Exempt Indebtedness is

     consolidated on the balance sheet of the Account Party and its consolidated

     Subsidiaries in accordance with GAAP;"

(d)   the definition of the term Exempt Indebtedness shall be deleted and

     replaced in its entirety with the following:

     "Exempt   Indebtedness   means   any   Indebtedness   of   any Person (other than

     the   Account   Party   or   any of its Affiliates) that is consolidated on the

     balance   sheet   of   the   Account Party and its consolidated Subsidiaries in

     accordance   with   GAAP   (whether   or   not   required to be so consolidated);

      provided   that   (a)   at   the time of the incurrence of such Indebtedness by

     such Person, the cash flows from the assets of such Person shall reasonably

     be   expected   by   such   Person to liquidate such Indebtedness and all other

     liabilities   (contingent or otherwise) of such Person and (b) no portion of

     such   Indebtedness   of   such   Person   shall   be   Guaranteed   (other than by

     guarantees   of   the type referred to in clause (a) or (b) of the definition

     of   the   term Indebtedness) by, or shall be secured by a Lien on any assets

     owned   by,   the   Account   Party or any of its Subsidiaries and neither such

     Person nor any of the holders of such Indebtedness shall have any direct or

     indirect   recourse   to   the Account Party or any of its Subsidiaries (other

     than   in   respect   of liabilities and guarantees of the type referred to in

     clause (a) or (b) of the definition of the term Indebtedness);"

(e)   the definition of the term Indebtedness shall be deleted and replaced

     in its entirety with the following:

     "Indebtedness means, for any Person, without duplication: (i) all

     indebtedness or liability for or on account of money borrowed by, or for or

     on account of deposits with or advances to (but not including accrued

     pension costs, deferred income taxes or accounts payable of) such Person;

     (ii) all obligations (including contingent liabilities) of such Person

     evidenced by bonds, debentures, notes, banker's acceptances or similar

      instruments; (iii) all indebtedness or liability for or on account of

     property or services purchased or acquired by such Person; (iv) any amount

     secured by a Lien on property owned by such Person (whether or not assumed)

     and Capital Lease Obligations of such Person (without regard to any

     limitation of the rights and remedies of the holder of such Lien or the

     lessor under such capital lease to repossession or sale of such property);

     (v) the maximum available amount of all standby letters of credit issued

     for the account of such Person and, without duplication, all drafts drawn

     thereunder (to the extent unreimbursed); and (vi) all Guarantees of such

     Person; provided that the following shall be excluded from Indebtedness of

     the Account Party and any of its Subsidiaries for

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     purposes of this Agreement: (a) all payment liabilities of any such Person

     under insurance and reinsurance policies from time to time issued by such

     Person, including guarantees of any such payment liabilities; (b) all other

     liabilities (or guarantees thereo