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"), CIESCO, LLC (formerly CIESCO, L.P., "CIESCO"), 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 CIESCO 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.