RE: Amendment I to the Letter Agreement Extension of OT Agreement Effective Date of Termination

Exhibit 10.12

Accenture LLP

000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000

xxx.xxxxxxxxx.xxx

May 6, 2009

Xxxx X. Xxxxxxxx
Senior Vice President
XL Global Services
000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000

	RE:	Amendment I to the Letter Agreement
		Extension of OT Agreement Effective Date of Termination

Dear Xxxx,

          In a Letter Agreement dated March 5, 2009, Accenture LLP (“Accenture”) and XL Global Services, Inc. (“XL”) (the “Letter Agreement”) agreed to provisions to provide for the early termination for convenience of the parties’ Operational Transformation Agreement dated May 6^th, 2008 (“OT Agreement”). In exchange for mutual consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree the Letter Agreement is modified as follows:

1. References in Sections 1 and 5 of the Letter Agreement to “May 6^th, 2009” are deleted and replaced with “June 5^th, 2009”

          Each of the parties represents and warrants for itself that is authorized to enter into this Amendment I to the Letter Agreement and bind its respective entities to the terms of the same.

On behalf of XL Global Services, Inc.

By:
By:	/s/ Xxxxx Xxxxxx
Name:	Xxxxx Xxxxxx
Title:	Chief Executive, XL Insurance
By:	/s/ Xxxx X. Xxxxxxxx
Name:	Xxxx X. Xxxxxxxx
Title:	Senior Vice President

1

Accenture LLP

000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000

xxx.xxxxxxxxx.xxx

On behalf of Accenture, LLP

By:
By:	/s/ Xxxx Xxxxxx
Name:	Xxxx Xxxxxx
Title:	Managing Partner North American Insurance

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