AGREEMENT OF AMENDMENT

AGREEMENT OF AMENDMENT

Dated as of February 14, 2007

     Reference is made to (i) that certain Revolving Credit and Security Agreement dated as of February 25, 2003 (as from time to time and as hereby amended, the "Credit Agreement") among XL Re Ltd (the "Borrower"), CAFCO, LLC (formerly Corporate Asset Funding Company, Inc., "CAFCO"), CRC Funding, LLC (formerly Corporate Receivables Corporation, "CRC"), CHARTA, LLC (formerly CHARTA Corporation, "CHARTA"), XXXXXX, LLC (formerly XXXXXX, X.X., "XXXXXX"), Citibank, N.A. ("Citibank"), the other banks from time to time parties thereto and Citicorp North America, Inc., as agent (the "Agent"), and (ii) that certain Control Agreement dated as of February 25, 2003 (as from time to time amended, the "Control Agreement") among the Borrower, the Agent and Mellon Bank, N.A. (the "Securities Intermediary"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Control Agreement, as the case may be.

     The parties to the Credit Agreement agree that, effective as of the date hereof, the definition of "Secondary Lender Stated Expiration Date" set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing the date "February 14, 2007" set forth therein with the date "February 12, 2008".

     The parties to the Credit Agreement agree that, effective as of the date hereof Section 4.01(f) of the Credit Agreement is hereby amended by adding the words "or contemplated by our SEC reports," after the words "Except as disclosed in Schedule IV hereto" and before the words "or as routinely encountered in claims activity" set forth therein.

     The parties to the Credit Agreement agree that, effective as of the date hereof Section 4.01(l) of the Credit Agreement is hereby amended by replacing the date set forth therein with the date "December 31, 2005".

     The parties to the Control Agreement hereby agree that, effective as of the date hereof, Schedule I of the Control Agreement is hereby amended by replacing it in its entirety with Annex A attached hereto.

     The Borrower represents and warrants to the Agent, Citibank, CAFCO, CRC, CHARTA and XXXXXX that immediately after giving effect to this Agreement of Amendment, (i) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects, and (ii) no Default or Event of Default shall be continuing.

     This Agreement of Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

     THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     All references in any Program Document to the Credit Agreement or the Control Agreement on and after the date hereof shall be deemed to refer to the Credit Agreement or the Control Agreement, as the case may be, as amended hereby, and the parties hereto agree that on and after the date hereof, the Credit Agreement and the Control Agreement, as amended hereby, are in full force and effect.

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     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written.

CITICORP NORTH AMERICA, INC.,			CITIBANK, N.A.,
as Agent			as Secondary Lender
By:	/s/ Xxxxxx Xxxxxx		By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx			Name: Xxxxxx Xxxxxx
	Title: Vice President			Title: Vice President
CAFCO, LLC, as Lender			CRC FUNDING, LLC, as Lender
By:	Citicorp North America, Inc., as		By:	Citicorp North America, Inc., as
	Attorney-in-Fact			Attorney-in-Fact
By:	/s/ Xxxxxx Xxxxxx		By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx			Name: Xxxxxx Xxxxxx
	Title: Vice-President			Title: Vice-President
CHARTA, LLC, as Lender			XXXXXX, LLC, as Lender
By:	Citicorp North America, Inc., as		By:	Citicorp North America, Inc., as
	Attorney-in-Fact			Attorney-in-Fact
By:	/s/ Xxxxxx Xxxxxx		By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx			Name: Xxxxxx Xxxxxx
	Title: Vice-President			Title: Vice-President
XL RE LTD,			MELLON BANK, N.A.,
as Borrower			as Securities Intermediary,
			solely with respect to the Control Agreement
By:	/s/ Xxxxxxx X. Xxxx		By:	/s/ Xxxx X. Xxxxxxxxx
	Name: Xxxxxxx X. Xxxx			Name: Xxxx X. Xxxxxxxxx
	Title: SVP & Chief Financial Officer			Title: Vice President

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