XL CAPITAL LTD
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c33078_ex10-3.txt
<TEXT>

                                                                    Exhibit 10.3

                                                                  EXECUTION COPY




================================================================================

                           THREE-YEAR CREDIT AGREEMENT

                                   dated as of

                                  June 23, 2004

                                     between

                                 XL CAPITAL LTD,
               X.L. AMERICA, INC., XL INSURANCE (BERMUDA) LTD and
                  XL RE LTD, as Account Parties and Guarantors,

                            The LENDERS Party Hereto

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                  -------------

                                 $2,000,000,000

                                  -------------

                          J.P. MORGAN SECURITIES INC.,
                    as Sole Lead Arranger and Sole Bookrunner

                                  -------------

                               BARCLAYS BANK PLC,
                                 CITIBANK, N.A.,
                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                          KEYBANK NATIONAL ASSOCIATION,
                                       and
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Co-Syndication Agents



================================================================================

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I......................................................................1

   DEFINITIONS.................................................................1
       SECTION 1.01.  Defined Terms............................................1
       SECTION 1.02.  Terms Generally.........................................16
       SECTION 1.03.  Accounting Terms; GAAP and SAP..........................16

ARTICLE II....................................................................16

   THE CREDITS................................................................16
       SECTION 2.01.  Syndicated Letters of Credit............................16
       SECTION 2.02.  Issuance and Administration.............................18
       SECTION 2.03.  Reimbursement of LC Disbursements, Etc..................19
       SECTION 2.04.  Non-Syndicated Letters of Credit........................22
       SECTION 2.05.  Participated Letters of Credit..........................28
       SECTION 2.06.  Alternative Currency Letters of Credit..................33
       SECTION 2.07.  Loans and Borrowings....................................34
       SECTION 2.08.  Requests for Borrowings.................................34
       SECTION 2.09.  Funding of Borrowings...................................36
       SECTION 2.10.  Interest Elections......................................36
       SECTION 2.11.  Termination, Reduction and Increase of the Commitments..37
       SECTION 2.12.  Repayment of Loans; Evidence of Debt....................39
       SECTION 2.13.  Prepayment of Loans.....................................40
       SECTION 2.14.  Fees ...................................................40
       SECTION 2.15.  Interest................................................42
       SECTION 2.16.  Alternate Rate of Interest..............................43
       SECTION 2.17.  Increased Costs.........................................43
       SECTION 2.18.  Break Funding Payments..................................44
       SECTION 2.19.  Taxes...................................................45
       SECTION 2.20.  Payments Generally; Pro Rata Treatment;
                      Sharing of Set-offs.....................................47
       SECTION 2.21.  Mitigation Obligations; Replacement of Lenders..........49

ARTICLE III...................................................................49

   GUARANTEE..................................................................49
       SECTION 3.01.  The Guarantee...........................................49
       SECTION 3.02.  Obligations Unconditional...............................50
       SECTION 3.03.  Reinstatement...........................................51
       SECTION 3.04.  Subrogation.............................................51
       SECTION 3.05.  Remedies................................................51
       SECTION 3.06.  Continuing Guarantee....................................51
       SECTION 3.07.  Rights of Contribution..................................51
       SECTION 3.08.  General Limitation on Guarantee Obligations.............52

                                       i
<PAGE>


ARTICLE IV....................................................................52

   REPRESENTATIONS AND WARRANTIES.............................................52
       SECTION 4.01.  Organization; Powers....................................52
       SECTION 4.02.  Authorization; Enforceability...........................52
       SECTION 4.03.  Governmental Approvals; No Conflicts....................53
       SECTION 4.04.  Financial Condition; No Material Adverse Change.........53
       SECTION 4.05.  Properties..............................................53
       SECTION 4.06.  Litigation and Environmental Matters....................54
       SECTION 4.07.  Compliance with Laws and Agreements.....................54
       SECTION 4.08.  Investment and Holding Company Status...................54
       SECTION 4.09.  Taxes ..................................................54
       SECTION 4.10.  ERISA ..................................................54
       SECTION 4.11.  Disclosure..............................................55
       SECTION 4.12.  Use of Credit...........................................55
       SECTION 4.13.  Subsidiaries............................................55
       SECTION 4.14.  Withholding Taxes.......................................56
       SECTION 4.15.  Stamp Taxes.............................................56
       SECTION 4.16.  Legal Form..............................................56

ARTICLE V.....................................................................56

   CONDITIONS.................................................................56
       SECTION 5.01.  Effective Date..........................................56
       SECTION 5.02.  Each Credit Event.......................................58

ARTICLE VI....................................................................58

   AFFIRMATIVE COVENANTS......................................................58
       SECTION 6.01.  Financial Statements and Other Information..............58
       SECTION 6.02.  Notices of Material Events..............................61
       SECTION 6.03.  Preservation of Existence and Franchises................61
       SECTION 6.04.  Insurance...............................................61
       SECTION 6.05.  Maintenance of Properties...............................61
       SECTION 6.06.  Payment of Taxes and Other Potential Charges and
                      Priority Claims; Payment of Other Current Liabilities...61
       SECTION 6.07.  Financial Accounting Practices..........................62
       SECTION 6.08.  Compliance with Applicable Laws.........................62
       SECTION 6.09.  Use of Letters of Credit and Proceeds...................62
       SECTION 6.10.  Continuation of and Change in Businesses................63
       SECTION 6.11.  Visitation..............................................63

ARTICLE VII...................................................................63

   NEGATIVE COVENANTS.........................................................63
       SECTION 7.01.  Mergers.................................................63
       SECTION 7.02.  Dispositions............................................63
       SECTION 7.03.  Liens 64
       SECTION 7.04.  Transactions with Affiliates............................66
       SECTION 7.05.  Ratio of Total Funded Debt to Total Capitalization......66
       SECTION 7.06.  Consolidated Net Worth..................................66
       SECTION 7.07.  Indebtedness............................................66

                                       ii
<PAGE>


       SECTION 7.08.  Financial Strength Ratings..............................67
       SECTION 7.09.  Private Act.............................................67

ARTICLE VIII..................................................................67

   EVENTS OF DEFAULT..........................................................67

ARTICLE IX....................................................................70

   THE ADMINISTRATIVE AGENT...................................................70

ARTICLE X.....................................................................72

   MISCELLANEOUS..............................................................72
       SECTION 10.01.  Notices................................................72
       SECTION 10.02.  Waivers; Amendments....................................73
       SECTION 10.03.  Expenses; Indemnity; Damage Waiver.....................74
       SECTION 10.04.  Successors and Assigns.................................75
       SECTION 10.05.  Survival...............................................79
       SECTION 10.06.  Counterparts; Integration; Effectiveness...............79
       SECTION 10.07.  Severability...........................................79
       SECTION 10.08.  Right of Setoff........................................80
       SECTION 10.09.  Governing Law; Jurisdiction; Etc.......................80
       SECTION 10.10.  WAIVER OF JURY TRIAL...................................81
       SECTION 10.11.  Headings...............................................81
       SECTION 10.12.  Treatment of Certain Information; Confidentiality......81
       SECTION 10.13.  Judgment Currency......................................82
       SECTION 10.14.  USA PATRIOT Act........................................83


                                      iii
<PAGE>


              THREE-YEAR CREDIT AGREEMENT dated as of June 23, 2004, between XL
CAPITAL LTD, a company incorporated under the laws of the Cayman Islands,
British West Indies ("XL CAPITAL"), 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 XL Capital, XL America and XL Insurance, each an "ACCOUNT
PARTY" and each a "GUARANTOR" and collectively, the "ACCOUNT PARTIES" and the
"GUARANTORS"; the Account Parties and the Guarantors being collectively referred
to as the "OBLIGORS"), the LENDERS party hereto, and JPMORGAN CHASE BANK, as
Administrative Agent.

              The Account Parties have requested that the Lenders issue letters
of credit for their account and make loans to them in an aggregate face or
principal amount not exceeding $2,000,000,000 at any one time outstanding, and
the Lenders are prepared to issue such letters of credit and make such loans
upon the terms and conditions hereof. Accordingly, the parties hereto agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

              SECTION 1.01. DEFINED TERMS. As used in this Agreement, the
following terms have the meanings specified below:

              "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

              "ACCOUNT PARTIES" means each of XL Capital, XL America, XL
Insurance and XL Re.

              "ACCOUNT PARTY JURISDICTION" means (a) Bermuda, (b) the Cayman
Islands and (c) any other country (i) where any Account Party is licensed or
qualified to do business or (ii) from or through which payments hereunder are
made by any Account Party.

              "ADJUSTED LIBO RATE" means, for the Interest Period for any
Eurodollar Borrowing, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
MULTIPLIED BY (b) the Statutory Reserve Rate for such Interest Period.

              "ADMINISTRATIVE AGENT" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder.

              "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

              "AFFILIATE" means, with respect to a specified Person, another
Person that directly, or indirectly, Controls or is Controlled by or is under
common Control with the Person specified.

                            364-Day Credit Agreement
<PAGE>
                                     - 2 -


              "AGGREGATE CREDIT EXPOSURE" means the aggregate amount of the
Credit Exposures of each of the Lenders.

              "ALTERNATE BASE RATE" means, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal
Funds Effective Rate for such day PLUS 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, as the case may be.

              "ALTERNATIVE CURRENCY" means any currency other than Dollars (a)
that is freely transferable and convertible into Dollars in the London foreign
exchange market and (b) for which no central bank or other governmental
authorization in the country of issue of such currency is required to permit use
of such currency by any Lender for issuing, renewing, extending or amending
letter of credits or funding or making drawings thereunder and/or to permit any
Account Party to pay the reimbursement obligations and interest thereon, each as
contemplated hereunder, unless such authorization has been obtained and is in
full force and effect.

              "ALTERNATIVE CURRENCY LC EXPOSURE" means, at any time, the sum of
(a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding
Alternative Currency Letters of Credit at such time PLUS (b) the Dollar
Equivalent of the aggregate amount of all LC Disbursements under Alternative
Currency Letters of Credit that have not been reimbursed by or on behalf of the
Account Parties at such time. The Alternative Currency LC Exposure of any Lender
shall at any time be such Lender's share of the total Alternative Currency LC
Exposure at such time.

              "ALTERNATIVE CURRENCY LETTER OF CREDIT" means a letter of credit
issued by a Lender in an Alternative Currency pursuant to Section 2.06.

              "ALTERNATIVE CURRENCY LETTER OF CREDIT REPORT" has the meaning set
forth in Section 2.06(b).

              "APPLICABLE ADDITIONAL MARGIN" means a rate per annum equal to
0.10% for any period during which the aggregate outstanding principal amount of
the Loans shall be greater than 50% of the RC Sublimit then in effect.

              "APPLICABLE MARGIN" means, with respect to any Eurodollar Loan,
the rate per annum specified under the caption "Applicable Margin" in the table
contained in the definition of "Applicable Rate" in this Section or otherwise
determined in accordance with such definition.

              "APPLICABLE PERCENTAGE" means, with respect to any Lender, the
percentage of the Commitments of all the Lenders represented by such Lender's
Commitment. If the Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Commitments most recently in
effect, giving effect to any assignments.

              "APPLICABLE RATE" means, for any day, with respect to letter of
credit fees payable hereunder, interest margins applicable to Eurodollar Loans
or the facility fees payable hereunder,

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 3 -


as the case may be, the applicable rate per annum set forth below under the
caption "Applicable Letter of Credit Fee Rate", "Applicable Margin " or
"Applicable Facility Fee Rate", respectively, based upon the S&P Rating and/or
Moody's Rating, on such date:

------------------- ------------------- ------------------- --------------------
S&P/ Moody's        Applicable Letter   Applicable Margin   Applicable Facility
Ratings             of Credit Fee Rate                      Fee Rate




------------------- ------------------- ------------------- --------------------

      > A+/A1              0.305%              0.305%               0.07%
      -
------------------- ------------------- ------------------- --------------------

        A/A2                0.32%               0.32%               0.08%
------------------- ------------------- ------------------- --------------------

       A-/A3               0.385%              0.385%               0.09%
------------------- ------------------- ------------------- --------------------

 < BBB+/Baa1or             0.625%              0.625%              0.125%
 -   unrated
------------------- ------------------- ------------------- --------------------

              For purposes of the foregoing, (i) if either Moody's or S&P shall
not have in effect a Moody's Rating or a S&P Rating, as the case may be (other
than by reason of the circumstances referred to in the last sentence of this
definition), then the Applicable Rate shall be based upon the remaining rating,
(ii) if the Moody's Rating and the S&P Rating shall fall within different
Categories, the Applicable Rate shall be based on the higher of the two ratings
unless one of the two ratings is two or more Categories higher than the other,
in which case the Applicable Rate shall be determined by reference to the
ratings level next above that of the lower of the two ratings, and (iii) if the
Moody's Rating and the S&P Rating established or deemed to have been established
by Moody's and S&P, respectively, shall be changed (other than as a result of a
change in the rating system of Moody's or S&P), such change shall be effective
as of the date on which it is first announced by the applicable rating agency.
Each change in the Applicable Rate shall apply during the period commencing on
the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of Moody's or
S&P shall change, or if either such rating agency shall cease to be in the
business of providing insurance ratings, the Borrower and the Lenders shall
negotiate in good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined by
reference to the rating most recently in effect prior to such change or
cessation.

              "APPROVED FUND" means any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 4 -


              "ASSIGNMENT AND ASSUMPTION" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

              "AVAILABILITY PERIOD" means the period from and including the
Effective Date to and including the Commitment Termination Date.

              "BOARD" means the Board of Governors of the Federal Reserve System
of the United States of America.

              "BORROWING" means, with respect to any Account Party, (a) all ABR
Loans of such Account Party made, converted or continued on the same date or (b)
all Eurodollar Loans of such Account Party that have the same Interest Period.

              "BORROWING REQUEST" means a request by an Account Party for a
Borrowing in accordance with Section 2.08.

              "BUSINESS DAY" means any day (a) that is not a Saturday, Sunday or
other day on which commercial banks in New York City, London, the Cayman
Islands, British West Indies or Bermuda are authorized or required by law to
remain closed and (b) if such day relates to a borrowing of, a payment or
prepayment of principal of or interest on, a continuation or conversion of or
into, or the Interest Period for, a Eurodollar Loan, or to a notice by an
Account Party with respect to any such borrowing, payment, prepayment,
continuation, conversion, or Interest Period, that is also a day on which
dealings in Dollar deposits are carried out in the London interbank market.

              "CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

              "CHANGE IN CONTROL" means the occurrence of any of the following
events or conditions: (a) any Person, including any syndicate or group deemed to
be a Person under Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, acquires beneficial ownership, directly or indirectly, through a
purchase, merger or other acquisition transaction or series of transactions, of
shares of capital stock of XL Capital entitling such Person to exercise 40% or
more of the total voting power of all shares of capital stock of XL Capital that
is entitled to vote generally in elections of directors, other than an
acquisition by XL Capital, any of its Subsidiaries or any employee benefit plans
of XL Capital; or (b) XL Capital merges or consolidates with or into any other
Person (other than a Subsidiary), another Person (other than a Subsidiary)
merges into XL Capital or XL Capital conveys, sells, transfers or leases all or
substantially all of its assets to another Person (other than a Subsidiary),
other than any transaction: (i) that does not result in a reclassification,
conversion, exchange or cancellation of

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 5 -


the outstanding shares of capital stock of XL Capital (other than the
cancellation of any outstanding shares of capital stock of XL Capital held by
the Person with whom it merges or consolidates) or (ii) which is effected solely
to change the jurisdiction of incorporation of XL Capital and results in a
reclassification, conversion or exchange of outstanding shares of capital stock
of XL Capital solely into shares of capital stock of the surviving entity; or
(c) a majority of the members of XL Capital's board of directors are persons who
are then serving on the board of directors without having been elected by the
board of directors or having been nominated for election by its shareholders.

              "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.17(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

              "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

              "COMMITMENT" means, with respect to any Lender, the commitment of
such Lender (a) to issue Syndicated Letters of Credit and Non-Syndicated Letters
of Credit and acquire participations in Participated Letters of Credit and (b)
to make Loans, in each case expressed as an amount representing the maximum
aggregate amount of such Lender's Credit Exposure hereunder, as such commitment
may be (i) reduced or increased from time to time pursuant to Section 2.11 and
(ii) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 10.04. The initial amount of each Lender's
Commitment (including the RC Sublimit) is set forth on Schedule I or in the
Assignment and Assumption or other agreement entered into under Section 2.11(c)
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Lenders' Commitments is $2,000,000,000.

              "COMMITMENT TERMINATION DATE" means June 22, 2007.

              "CONFIRMING LENDER" means, with respect to any Lender, any other
Person which is listed on the NAIC Approved Bank List that has agreed, by
delivery of an agreement between such Lender and such other Person in
substantially the form of Exhibit D or any other form satisfactory to the
Administrative Agent, to honor the obligations of such Lender in respect of a
draft complying with the terms of a Syndicated Letter of Credit or a
Non-Syndicated Letter of Credit, as the case may be, as if, and to the extent,
such other Person were the "issuing lender" (in place of such Lender) named in
such Syndicated Letter of Credit or Non-Syndicated Letter of Credit, as the case
may be.

              "CONSOLIDATED NET WORTH" means, at any time, the consolidated
stockholders' equity of XL Capital and its Subsidiaries.

              "CONTROL" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 6 -


exercise voting power, by contract or otherwise. "CONTROLLING" and "CONTROLLED"
have meanings correlative thereto.

              "CREDIT DOCUMENTS" means, collectively, this Agreement and the
Letter of Credit Documents.

              "CREDIT EXPOSURE" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Loans and its LC
Exposure at such time.

              "DEFAULT" means any event or condition which constitutes an Event
of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

              "DOLLAR EQUIVALENT" means, as used in each Alternative Currency
Letter of Credit Report and in respect of any Alternative Currency Letter of
Credit, the amount of Dollars obtained by converting the Alternative Currency LC
Exposure with respect to such Alternative Currency Letter of Credit, as
specified in such Alternative Currency Letter of Credit Report, into Dollars at
the spot rate for the purchase of Dollars with such currency as quoted by the
Administrative Agent at approximately 11:00 a.m. (London time) on the second
Business Day before the date of such Alternative Currency Letter of Credit
Report (unless another rate or time is agreed to by XL Capital and the
Administrative Agent).

              "DOLLARS" or "$" refers to lawful money of the United States of
America.

              "EFFECTIVE DATE" means the date on which the conditions specified
in Section 5.01 are satisfied (or waived in accordance with Section 10.02).

              "ENVIRONMENTAL LAWS" means any Law, whether now existing or
subsequently enacted or amended, relating to (a) pollution or protection of the
environment, including natural resources, (b) exposure of Persons, including but
not limited to employees, to Hazardous Materials, (c) protection of the public
health or welfare from the effects of products, by-products, wastes, emissions,
discharges or releases of Hazardous Materials or (d) regulation of the
manufacture, use or introduction into commerce of Hazardous Materials, including
their manufacture, formulation, packaging, labeling, distribution,
transportation, handling, storage or disposal.

              "ENVIRONMENTAL LIABILITY" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of an Account Party or any
Subsidiary resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract or agreement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.

              "EQUITY RIGHTS" means, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including any

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 7 -


shareholders' or voting trust agreements) for the issuance, sale, registration
or voting of, or securities convertible into, any additional shares of capital
stock of any class, or partnership or other ownership interests of any type in,
such Person.

              "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

              "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with any Account Party, is treated as a single
employer under Section 414(b) or (c) of the Code, or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

              "ERISA EVENT" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by any Account Party or any of such
Account Party's ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by any Account Party or
any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
to an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the incurrence by any Account Party or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (g) the receipt by any Account Party or
any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
any Account Party or any ERISA Affiliate of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.

              "EURODOLLAR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

              "EVENT OF DEFAULT" has the meaning assigned to such term in
Article VIII.

              "EXCESS FUNDING GUARANTOR" has the meaning assigned to such term
in Section 3.07.

              "EXCESS PAYMENT" has the meaning assigned to such term in Section
3.07.

              "EXCLUDED TAXES" means, with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of
any obligation of any Account Party hereunder, (a) Taxes imposed on (or measured
by) its net income, net profits or overall gross receipts (including, without
limitation, branch profits or similar taxes) by the United States of America, or
by any jurisdiction under the laws of which such recipient is organized or
resident, in which such recipient has an office or with which such recipient has
any

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 8 -


other connection (other than a connection that is deemed to arise solely by
reason of both (I) the transactions contemplated by this Agreement and (II) an
Account Party being organized in, maintaining an office in, conducting business
in, or having a connection with, such jurisdiction), (b) any Taxes not described
in clause (a) above (other than Other Taxes) that are imposed as a result of a
connection the Administrative Agent or any Lender, as the case may be, has with
the relevant jurisdiction (other than a connection that is deemed to arise
solely by reason of both (I) the transactions contemplated by this Agreement and
(II) an Account Party being organized or resident in, maintaining an office in,
conducting business in, or having a connection with, such jurisdiction) and (c)
any Tax that is not imposed solely as a result of a Change in Law formally
announced after the date hereof.

              "EXISTING CREDIT AGREEMENT" means the 364-Day Credit Agreement
dated as of June 25, 2003 between the Obligors, XL Europe Limited, the lenders
party thereto, and JPMCB, as administrative agent for such lenders.

              "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

              "FINANCIAL OFFICER" means, with respect to any Obligor, a
principal financial officer of such Obligor.

              "GAAP" means generally accepted accounting principles in the
United States of America.

              "GIC" means a guaranteed investment contract or funding agreement
or other similar agreement issued by an Account Party or any of its Subsidiaries
that guarantees to a counterparty a rate of return on the invested capital over
the life of such contract or agreement.

              "GOVERNMENTAL AUTHORITY" means the government of the United States
of America, or of any other nation (including the European Union), or any
political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

              "GRANTING LENDER" has the meaning assigned to such term in Section
10.04.

              "GUARANTEE" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including any obligation, whether or
not contingent, (i) to purchase any such Indebtedness or any property

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 9 -


constituting security therefor for the purpose of assuring the holder of such
Indebtedness, (ii) to advance or provide funds or other support for the payment
or purchase of any such Indebtedness or to maintain working capital, solvency or
other balance sheet condition of such other Person (including keepwell
agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other
Person, (iii) to lease or purchase property, securities or services primarily
for the purpose of assuring the holder of such Indebtedness, or (iv) to
otherwise assure or hold harmless the holder of such Indebtedness against loss
in respect thereof. The amount of any Guarantee hereunder shall (subject to any
limitations set forth therein) be deemed to be an amount equal to the
outstanding principal amount of the Indebtedness in respect of which such
Guarantee is made. The terms "GUARANTEE" and "GUARANTEED" used as a verb shall
have a correlative meaning.

              "GUARANTEED OBLIGATIONS" has the meaning assigned to such term in
Section 3.01.

              "GUARANTORS" means each of XL Capital, XL America, XL Insurance
and XL Re.

              "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

              "HEDGING AGREEMENT" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

              "INDEBTEDNESS" means, for any Person, without duplication (it
being understood, for the avoidance of doubt, that insurance payment
liabilities, as such, and liabilities arising in the ordinary course of such
Person's business as an insurance or reinsurance company (including GICs and
Stable Value Instruments and any Specified Transaction Agreement relating
thereto) or corporate member of The Council of Lloyd's or as a provider of
financial or investment services or contracts (including GICs and Stable Value
Instruments and any Specified Transaction Agreement relating thereto) (in each
case other than in connection with the provision of financing to such Person or
any of such Person's Affiliates) shall not be deemed to constitute
Indebtedness): (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.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 10 -


              "INDEMNIFIED TAXES" means Taxes imposed on the Administrative
Agent or any Lender on or with respect to any payment hereunder, other than
Excluded Taxes and Other Taxes.

              "INSURANCE SUBSIDIARY" means any Subsidiary which is subject to
the regulation of, and is required to file statutory financial statements with,
any governmental body, agency or official in any State or territory of the
United States or the District of Columbia which regulates insurance companies or
the doing of an insurance business therein.

              "INTEREST ELECTION REQUEST" means a request by an Account Party to
convert or continue a Borrowing in accordance with Section 2.10.

              "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan,
each Quarterly Date and (b) with respect to any Eurodollar Loan, the last day of
each Interest Period therefor and, in the case of any Interest Period of more
than three months' duration, each day prior to the last day of such Interest
Period that occurs at three-month intervals after the first day of such Interest
Period.

              "INTEREST PERIOD" means, for any Eurodollar Loan or Borrowing, the
period commencing on the date of such Loan or Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as specified in the applicable Borrowing Request or
Interest Election Request; PROVIDED that (i) if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (ii) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Loan initially shall be the
date on which such Loan is made and thereafter shall be the effective date of
the most recent conversion or continuation of such Loan, and the date of a
Borrowing comprising Loans that have been converted or continued shall be the
effective date of the most recent conversion or continuation of such Loans.

              "ISDA" has the meaning assigned to such term in Section 7.03(f).

              "ISSUING LENDER" means (a) with respect to any Participated Letter
of Credit, JPMCB, in its capacity as the issuer of such Participated Letter of
Credit hereunder, and its successors in such capacity as provided in Section
2.05(j), (b) with respect to any Syndicated Letter of Credit, each Lender, in
its capacity as the issuer of such Syndicated Letter of Credit and (c) with
respect to any Non-Syndicated Letter of Credit, the Lender named therein as the
issuer thereof.

              "JPMCB" means JPMorgan Chase Bank.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 11 -


              "LAW" means any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of
any Governmental Authority.

              "LC DISBURSEMENT" means (a) with respect to any Participated
Letter of Credit or Non-Syndicated Letter of Credit, a payment made by the
Issuing Lender thereof pursuant thereto and (b) with respect to any Syndicated
Letter of Credit or Alternative Currency Letter of Credit, a payment made by a
Lender pursuant thereto.

              "LC EXPOSURE" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time PLUS (b) the
aggregate amount of all LC Disbursements under Letters of Credit that have not
yet been reimbursed by or on behalf of the Account Parties at such time. The LC
Exposure of any Lender at any time shall be the sum of (i) its Applicable
Percentage of the total LC Exposure (excluding any Alternative Currency LC
Exposure) PLUS (ii) the Alternative Currency LC Exposure (if any) of such Lender
at such time.

              "LENDERS" means the Persons listed on Schedule I and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption or an agreement pursuant to the terms of Section 2.11(c), other than
any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.

              "LETTER OF CREDIT DOCUMENTS" means, with respect to any Letter of
Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for the rights
and obligations of the parties concerned or at risk with respect to such Letter
of Credit.

              "LETTERS OF CREDIT" means each of the Syndicated Letters of
Credit, the Non-Syndicated Letters of Credit, the Participated Letters of Credit
and the Alternative Currency Letters of Credit.

              "LIBO RATE" means, for the Interest Period for any Eurodollar
Borrowing, the rate appearing on Page 3750 of the Telerate Service (or on any
successor or substitute page of such Service, or any successor to or substitute
for such Service, providing rate quotations comparable to those currently
provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to Dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, as the rate for the offering of Dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason, then the LIBO Rate for such Interest Period shall
be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable
to such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 12 -


              "LIEN" means, with respect to any asset, any mortgage, deed of
trust, pledge, lien, security interest, charge or other encumbrance or security
arrangement of any nature whatsoever, including but not limited to any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security.

              "LOANS" means the loans made by the Lenders to the Account Parties
pursuant to Section 2.07.

              "MARGIN STOCK" means "margin stock" within the meaning of
Regulations T, U and X of the Board.

              "MATERIAL ADVERSE EFFECT" means a material adverse effect on: (a)
the assets, business, financial condition or operations of an Account Party and
its Subsidiaries taken as a whole; or (b) the ability of an Account Party to
perform any of its payment or other material obligations under this Agreement.

              "MOODY'S" means Moody's Investors Service, Inc., or any successor
thereto.

              "MOODY'S RATING" means, at any time, the rating of XL Capital's
long-term senior unsecured debt (PROVIDED that such debt is not supported by any
other Person).

              "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

              "NAIC" means the National Association of Insurance Commissioners.

              "NAIC APPROVED BANK" means (a) any Person that is a bank listed on
the most current "Bank List" of banks approved by the NAIC (the "NAIC APPROVED
BANK LIST") or (b) any Lender as to which its Confirming Lender is a bank listed
on the NAIC Approved Bank List.

              "NAIC APPROVED BANK LIST" has the meaning assigned to such term in
the definition of "NAIC Approved Bank" in this Section.

              "NON-SYNDICATED LETTERS OF CREDIT" means letters of credit issued
under Section 2.04.

              "NON-U.S. BENEFIT PLAN" means any plan, fund (including any
superannuation fund) or other similar program established or maintained outside
the United States by any Account Party or any of their Subsidiaries, with
respect to which such Account Party or such Subsidiary has an obligation to
contribute, for the benefit of employees of such Account Party or such
Subsidiary, which plan, fund or other similar program provides, or results in,
the type of benefits described in Section 3(1) or 3(2) of ERISA, and which plan
is not subject to ERISA or the Code.

              "OBLIGORS" means each of the Account Parties and each of the
Guarantors.

              "OTHER TAXES" means any and all present or future stamp or
documentary taxes or any other similar excise or property Taxes, arising from
any payment made hereunder or from

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 13 -


the execution, delivery or enforcement of this Agreement, but excluding property
or similar Taxes other than any such Taxes imposed in such circumstances solely
as a result of the Account Party being organized or resident in, maintaining an
office in, conducting business in or maintaining property located in the taxing
jurisdiction in question.

              "PARTICIPANT" has the meaning assigned to such term in Section
10.04.

              "PARTICIPATED LETTERS OF CREDIT" means letters of credit issued
under Section 2.05.

              "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

              "PERSON" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

              "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which any Account
Party or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

              "PRIME RATE" means the rate of interest per annum publicly
announced from time to time by JPMCB as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

              "PRIVATE ACT" means separate legislation enacted in Bermuda with
the intention that such legislation apply specifically to an Account Party, in
whole or in part.

              "PRO RATA SHARE" has the meaning assigned to such term in Section
3.07.

              "QUARTERLY DATE" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date hereof.

              "RC SUBLIMIT" means $600,000,000, as such amount may be reduced
from time to time pursuant to Section 2.11.

              "REGISTER" has the meaning assigned to such term in Section 10.04.

              "RELATED PARTIES" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

              "REQUIRED LENDERS" means, at any time, Lenders having Commitments
representing more than 50% of the aggregate amount of the Commitments at such
time; PROVIDED that, if the Commitments have expired or been terminated,
"Required Lenders" means Lenders having more than 50% of the Aggregate Credit
Exposure at such time.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 14 -


              "S&P" means Standard & Poor's Ratings, or any successor thereto.

              "S&P RATING" means, at any time, the rating of XL Capital's
long-term senior unsecured debt (PROVIDED that such debt is not supported by any
other Person).

              "SAP" means, as to each Account Party and each Subsidiary that
offers insurance products, the statutory accounting practices prescribed or
permitted by the relevant Governmental Authority for such Account Party's or
such Subsidiary's domicile for the preparation of its financial statements and
other reports by insurance corporations of the same type as such Account Party
or such Subsidiary in effect on the date such statements or reports are to be
prepared, except if otherwise notified by XL Capital as provided in Section
1.03.

              "SEC" means the Securities and Exchange Commission or any
successor entity.

              "SIGNIFICANT SUBSIDIARY" means, at any time, each Subsidiary of XL
Capital that, as of such time, meets the definition of a "significant
subsidiary" under Regulation S-X of the SEC.

              "SPECIFIED ACCOUNT PARTY" has the meaning assigned to such term in
Section 2.05.

              "SPECIFIED TRANSACTION AGREEMENT" means any agreement, contract or
documentation with respect to the following types of transactions: rate swap
transaction, swap option, basis swap, asset swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, current swap
transaction, cross-currency rate swap transaction, currency option, credit
protection transaction, credit swap, credit default swap, credit default option,
total return swap, credit spread transaction, repurchase transaction, reverse
repurchase transaction, buy/sell-back transaction, securities lending or
borrowing transaction, weather index transaction or forward purchase or sale of
a security, commodity or other financial instrument or interest, and
transactions on any commodity futures or other exchanges, markets and their
associated clearing houses (including any option with respect to any of these
transactions).

              "SPV" has the meaning assigned to such term in Section 10.04.

              "STABLE VALUE INSTRUMENT" means any insurance, derivative or
similar financial contract or instrument designed to mitigate the volatility of
returns during a given period on a specified portfolio of securities held by one
party (the "CUSTOMER") through the commitment of the other party (the "SVI
PROVIDER") to provide the customer with a credited rate of return on the
portfolio, typically determined through an interest-crediting mechanism (and in
exchange for which the SVI provider typically receives a fee).

              "STATUTORY RESERVE RATE" means, for any day (or for the Interest
Period for any Eurodollar Borrowing), a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one MINUS the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject on such
day (or, with respect to an Interest Period, the denominator of which is the

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 15 -


number one MINUS the arithmetic mean of such aggregates for the days in such
Interest Period) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

              "SUBSIDIARY" means, with respect to any Person (the "PARENT"), at
any date, any corporation (or similar entity) of which a majority of the shares
of outstanding capital stock normally entitled to vote for the election of
directors (regardless of any contingency which does or may suspend or dilute the
voting rights of such capital stock) is at such time owned directly or
indirectly by the parent or one or more subsidiaries of the parent. Unless
otherwise specified, "Subsidiary" means a Subsidiary of an Account Party.

              "SUPPLEMENTAL COMMITMENT DATE" has the meaning assigned to such
term in Section 2.11(c).

              "SUPPLEMENTAL LENDER" has the meaning assigned to such term in
Section 2.11(c).

              "SYNDICATED LETTERS OF CREDIT" means letters of credit issued
under Section 2.01.

              "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

              "TOTAL FUNDED DEBT" means, at any time, all Indebtedness of XL
Capital and its Subsidiaries which would at such time be classified in whole or
in part as a liability on the consolidated balance sheet of XL Capital in
accordance with GAAP.

              "TRANSACTIONS" means the execution, delivery and performance by
the Obligors of this Agreement and the other Credit Documents to which any
Account Party is intended to be a party, the issuance of Letters of Credit, the
borrowing of Loans and the use of the proceeds thereof.

              "TYPE", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans constituting such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

              "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

              "364-DAY CREDIT AGREEMENT" means the 364-Day Credit Agreement
dated as of the date hereof among the Account Parties, the lenders party thereto
and JPMCB, as Administrative Agent (including any renewals, restatements or
replacements thereof).

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 16 -


              SECTION 1.02. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

              SECTION 1.03. ACCOUNTING TERMS; GAAP AND SAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP or SAP, as the context requires, each as in
effect from time to time; PROVIDED that, if XL Capital notifies the
Administrative Agent that the Account Parties request an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or SAP, as the case may be, or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Account
Parties that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or SAP, as the case may be, or in the application
thereof, then such provision shall be interpreted on the basis of GAAP or SAP,
as the case may be, as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.

                                   ARTICLE II

                                   THE CREDITS

              SECTION 2.01. SYNDICATED LETTERS OF CREDIT.

              (a) GENERAL. Subject to the terms and conditions set forth herein,
at the request of any Account Party the Lenders agree at any time and from time
to time during the Availability Period to issue Syndicated Letters of Credit for
the account of such Account Party in an aggregate amount that will not result in
the Credit Exposure exceeding the Commitments (it being understood that
Syndicated Letters of Credit may be issued, or be outstanding, for the account
of more than one of the Account Parties at any time). Each Syndicated Letter of
Credit shall be in such form as is consistent with the requirements of the
applicable regulatory authorities in Illinois, California, Wisconsin or New
York, as reasonably determined by the Administrative Agent or as otherwise
agreed to by the Administrative Agent and XL Capital;

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 17 -


PROVIDED that, without the prior consent of each Lender, no Syndicated Letter of
Credit may be issued that would vary the several and not joint nature of the
obligations of the Lenders thereunder as provided in the next succeeding
sentence. Each Syndicated Letter of Credit shall be issued by all of the
Lenders, acting through the Administrative Agent, at the time of issuance as a
single multi-bank letter of credit, but the obligation of each Lender thereunder
shall be several and not joint, based upon its Applicable Percentage of the
aggregate undrawn amount of such Syndicated Letter of Credit.

              (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION. To
request the issuance of a Syndicated Letter of Credit (or the amendment, renewal
or extension of an outstanding Syndicated Letter of Credit), an Account Party
shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Administrative Agent) to the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a
Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to
be amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension, as the case may be (which shall be a Business Day), the
date on which such Syndicated Letter of Credit is to expire (which shall comply
with paragraph (d) of this Section), the amount of such Syndicated Letter of
Credit, the name and address of the beneficiary thereof and the terms and
conditions of (and such other information as shall be necessary to prepare,
amend, renew or extend, as the case may be) such Syndicated Letter of Credit. If
any Syndicated Letter of Credit shall provide for the automatic extension of the
expiry date thereof unless the Administrative Agent gives notice that such
expiry date shall not be extended, then the Administrative Agent will give such
notice if requested to do so by the Required Lenders in a notice given to the
Administrative Agent not more than 60 days, but not less than 45 days, prior to
the current expiry date of such Syndicated Letter of Credit. If requested by the
Administrative Agent, such Account Party also shall submit a letter of credit
application on JPMCB's standard form in connection with any request for a
Syndicated Letter of Credit. In the event of any inconsistency between the terms
and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by any Account Party
to, or entered into by any Account Party with, the Administrative Agent relating
to any Syndicated Letter of Credit, the terms and conditions of this Agreement
shall control.

              (c) LIMITATIONS ON AMOUNTS. A Syndicated Letter of Credit shall be
issued, amended, renewed or extended only if (and upon such issuance, amendment,
renewal or extension of each Syndicated Letter of Credit the Account Parties
shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension, (i) the Aggregate Credit Exposure
shall not exceed the aggregate amount of the Commitments and (ii) the Credit
Exposure (excluding any Alternative Currency LC Exposure) of each Lender shall
not exceed the Commitment of such Lender.

              (d) EXPIRY DATE. Each Syndicated Letter of Credit shall expire at
or prior to the close of business on the date one year after the date of the
issuance of such Syndicated Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension).

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 18 -


              (e) OBLIGATION OF LENDERS. The obligation of any Lender under any
Syndicated Letter of Credit shall be several and not joint and shall at any time
be in an amount equal to such Lender's Applicable Percentage of the aggregate
undrawn amount of such Syndicated Letter of Credit, and each Syndicated Letter
of Credit shall expressly so provide.

              (f) CONTINUATION OF EXISTING SYNDICATED LETTERS OF CREDIT. Subject
to the terms and conditions hereof, each Syndicated Letter of Credit under (and
as defined in) the Existing Credit Agreement which is outstanding on the
Effective Date and is designated to be continued hereunder in the notice
provided by XL Capital to the Administrative Agent pursuant to Section 5.01(f)
shall automatically be continued hereunder by all of the Lenders having
Commitments on the Effective Date. The obligation of each such Lender in respect
of each such continued Syndicated Letter of Credit shall be several and not
joint, based upon its Applicable Percentage and the aggregate undrawn amount
thereof, and each such Syndicated Letter of Credit shall be deemed a Syndicated
Letter of Credit for all purposes of this Agreement as of the Effective Date.
The Administrative Agent shall, on the Effective Date or as promptly as
practicable thereafter, notify the beneficiary of each such Syndicated Letter of
Credit that is being continued hereunder as to the names of the Lenders that, as
of the Effective Date, will be issuing lenders under, and party to, such
Syndicated Letter of Credit and the Lenders' respective Applicable Percentages
thereunder as of the Effective Date.

              (g) ADJUSTMENT OF APPLICABLE PERCENTAGES. Upon (i) each increase
of the Commitments pursuant to Section 2.11(c) or (ii) the assignment by a
Lender of all or a portion of its Commitment and its interests in the Syndicated
Letters of Credit pursuant to an Assignment and Assumption, the Administrative
Agent shall promptly notify each beneficiary under an outstanding Syndicated
Letter of Credit of the Lenders that are parties to such Syndicated Letter of
Credit and their respective Applicable Percentages as of the effective date of,
and after giving effect to, such increase or assignment, as the case may be.

              SECTION 2.02. ISSUANCE AND ADMINISTRATION. Each Syndicated Letter
of Credit shall be executed and delivered by the Administrative Agent in the
name and on behalf of, and as attorney-in-fact for, each Lender party to such
Syndicated Letter of Credit, and the Administrative Agent shall act under each
Syndicated Letter of Credit, and each Syndicated Letter of Credit shall
expressly provide that the Administrative Agent shall act, as the agent of each
Lender to (a) receive drafts, other demands for payment and other documents
presented by the beneficiary under such Syndicated Letter of Credit, (b)
determine whether such drafts, demands and documents are in compliance with the
terms and conditions of such Syndicated Letter of Credit and (c) notify such
Lender and the Account Parties that a valid drawing has been made and the date
that the related LC Disbursement is to be made; PROVIDED that the Administrative
Agent shall have no obligation or liability for any LC Disbursement under such
Syndicated Letter of Credit, and each Syndicated Letter of Credit shall
expressly so provide. Each Lender hereby irrevocably appoints and designates the
Administrative Agent as its attorney-in-fact, acting through any duly authorized
officer of JPMCB, to execute and deliver in the name and on behalf of such
Lender each Syndicated Letter of Credit to be issued by such Lender hereunder.
Promptly upon the request of the Administrative Agent, each Lender will furnish
to the Administrative Agent such powers of attorney or other evidence as any
beneficiary of any Syndicated Letter of Credit may reasonably request in order
to demonstrate that the Administrative Agent has the power to act as
attorney-in-fact for such Lender to execute and

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 19 -


deliver such Syndicated Letter of Credit. Notwithstanding anything in this
Agreement to the contrary, the Administrative Agent has no responsibility
hereunder with respect to the issuance, renewal, extension, amendment or other
administration of any Alternative Currency Letter of Credit, except as expressly
set forth in Section 2.06.

              SECTION 2.03. REIMBURSEMENT OF LC DISBURSEMENTS, ETC.

              (a) REIMBURSEMENT. If any Lender shall make any LC Disbursement in
respect of any Syndicated Letter of Credit or Alternative Currency Letter of
Credit, regardless of the identity of the Account Party of such Syndicated
Letter of Credit or Alternative Currency Letter of Credit, as the case may be,
the Account Parties jointly and severally agree that they shall reimburse such
Lender in respect of such LC Disbursement under (x) a Syndicated Letter of
Credit by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than noon, New York City time, on (i) the Business Day
that the Account Parties receive notice of such LC Disbursement, if such notice
is received prior to 10:00 a.m., New York City time, or (ii) the Business Day
immediately following the day that the Account Parties receive such notice, if
such notice is not received prior to such time and (y) an Alternative Currency
Letter of Credit, by paying such Lender on the date, in the currency and amount
thereof, together with interest thereon (if any), and in the manner (including
the place of payment) as such Lender and such Account Party shall have
separately agreed pursuant to Section 2.06.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 20 -


              (b) REIMBURSEMENT OBLIGATIONS ABSOLUTE. The Account Parties' joint
and several obligations to reimburse LC Disbursements as provided in paragraph
(a) of this Section shall be absolute, unconditional and irrevocable, and shall
be performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Syndicated Letter of Credit or any term or provision
therein, (ii) any draft or other document presented under a Syndicated Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment under
a Syndicated Letter of Credit against presentation of a draft or other document
that does not comply strictly with the terms of such Syndicated Letter of Credit
(PROVIDED that the Account Parties shall not be obligated to reimburse such LC
Disbursements unless payment is made against presentation of a draft or other
document that at least substantially complies with the terms of such Syndicated
Letter of Credit), (iv) at any time or from time to time, without notice to any
Account Party, the time for any performance of or compliance with any of such
reimbursement obligations of any other Account Party shall be waived, extended
or renewed, (v) any of such reimbursement obligations of any other Account Party
being amended or otherwise modified in any respect, or any guarantee of any of
such reimbursement obligations being released, substituted or exchanged in whole
or in part or otherwise dealt with, (vi) the occurrence of any Default, (vii)
the existence of any proceedings of the type described in clause (g) or (h) of
Article VIII with respect to any other Account Party or any guarantor of any of
such reimbursement obligations, (viii) any lack of validity or enforceability of
any of such reimbursement obligations against any other Account Party or any
guarantor of any of such reimbursement obligations, or (ix) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of the obligations of any Account Party hereunder.

              Neither the Administrative Agent, nor any Lender nor any of their
Related Parties shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Syndicated Letter of Credit or
any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Syndicated Letter of
Credit (including any document required to make a drawing thereunder), any error
in interpretation of technical terms or any consequence arising from causes
beyond their control; PROVIDED that the foregoing shall not be construed to
excuse the Administrative Agent or a Lender from liability to any Account Party
to the extent of any direct damages (as opposed to consequential damages, claims
in respect of which are hereby waived by the Account Parties to the extent
permitted by applicable law) suffered by any Account Party that are caused by
the gross negligence or willful misconduct of the Administrative Agent or a
Lender. The parties hereto expressly agree that:

              (i) the Administrative Agent may accept documents that appear on
       their face to be in substantial compliance with the terms of a Syndicated
       Letter of Credit without responsibility for further investigation,
       regardless of any notice or information to the contrary, and may make
       payment upon presentation of documents that appear on their face to be in
       substantial compliance with the terms of such Syndicated Letter of
       Credit;

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 21 -


              (ii) the Administrative Agent shall have the right, in its sole
       discretion, to decline to accept such documents and to make such payment
       if such documents are not in strict compliance with the terms of such
       Syndicated Letter of Credit; and

              (iii) this sentence shall establish the standard of care to be
       exercised by the Administrative Agent when determining whether drafts and
       other documents presented under a Syndicated Letter of Credit comply with
       the terms thereof (and the parties hereto hereby waive, to the extent
       permitted by applicable law, any standard of care inconsistent with the
       foregoing).

              (c) DISBURSEMENT PROCEDURES. The Administrative Agent shall,
within a reasonable time following its receipt thereof, examine all documents
purporting to represent a demand for payment under any Syndicated Letter of
Credit. The Administrative Agent shall promptly after such examination (i)
notify each of the Lenders and the Account Parties by telephone (confirmed by
telecopy) of such demand for payment and (ii) deliver to each Lender a copy of
each document purporting to represent a demand for payment under such Syndicated
Letter of Credit. With respect to any drawing properly made under a Syndicated
Letter of Credit, each Lender will make an LC Disbursement in respect of such
Syndicated Letter of Credit in accordance with its liability under such
Syndicated Letter of Credit and this Agreement, such LC Disbursement to be made
to the account of the Administrative Agent most recently designated by it for
such purpose by notice to the Lenders. The Administrative Agent will make any
such LC Disbursement available to the beneficiary of such Syndicated Letter of
Credit by promptly crediting the amounts so received, in like funds, to the
account identified by such beneficiary in connection with such demand for
payment. Promptly following any LC Disbursement by any Lender in respect of any
Syndicated Letter of Credit, the Administrative Agent will notify the Account
Parties of such LC Disbursement; PROVIDED that any failure to give or delay in
giving such notice shall not relieve the Account Parties of their obligation to
reimburse the Lenders with respect to any such LC Disbursement.

              (d) INTERIM INTEREST. If any LC Disbursement with respect to a
Syndicated Letter of Credit is made, then, unless the Account Parties shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made,
the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Account
Parties reimburse such LC Disbursement, at the rate per annum equal to (i) 1%
PLUS the Alternate Base Rate to but excluding the date three Business Days after
such LC Disbursement is made and (ii) from and including the date three Business
Days after such LC Disbursement is made, 3% PLUS the Alternate Base Rate.

              (e) RIGHT OF CONTRIBUTION. The Account Parties hereby agree, as
between themselves, that if any Account Party shall pay any reimbursement
obligation in respect of any LC Disbursement with respect to a Syndicated Letter
of Credit issued to support the obligations of another Account Party (the
"SPECIFIED ACCOUNT PARTY"), the Specified Account Party shall, on demand (but
subject to the next sentence), pay to such first Account Party an amount equal
to the amount of such reimbursement. The payment obligation of a Specified
Account Party to another Account Party under this paragraph (e) shall be
subordinate and subject in right of payment to the prior payment in full of the
obligations of the Specified Account Party under this Agreement

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 22 -


and each other Credit Document, and such other Account Party shall not exercise
any right or remedy with respect to such reimbursement until payment and
satisfaction in full of all of such obligations of the Specified Account Party.

              SECTION 2.04. NON-SYNDICATED LETTERS OF CREDIT.

              (a) GENERAL. Subject to the terms and conditions set forth herein,
at the request of any Account Party the Lenders agree at any time and from time
to time during the Availability Period to issue Non-Syndicated Letters of Credit
for the account of such Account Party in an aggregate amount that will not
result in the Credit Exposure exceeding the Commitments (it being understood
that Non-Syndicated Letters of Credit may be issued, or be outstanding, for the
account of more than one of the Account Parties at any time). Each
Non-Syndicated Letter of Credit shall be in such form as is consistent with the
requirements of the applicable regulatory authorities in the jurisdiction of
issue as reasonably determined by the Administrative Agent or as otherwise
agreed to by the Administrative Agent and XL Capital. Each Non-Syndicated Letter
of Credit shall be issued by the respective Issuing Lender thereof, through the
Administrative Agent as provided in Section 2.04(c), in the amount of such
Issuing Lender's Applicable Percentage of the aggregate amount of Non-Syndicated
Letters of Credit being requested by such Account Party at such time, and
(notwithstanding anything herein or in any other Letter of Credit Document to
the contrary) such Non-Syndicated Letter of Credit shall be the sole
responsibility of such Issuing Lender (and of no other Person, including any
other Lender or the Administrative Agent). Notwithstanding anything to the
contrary in this Agreement, no Non-Syndicated Letter of Credit may be requested
hereunder for any jurisdiction unless XL Capital provides evidence reasonably
satisfactory to the Administrative Agent that Syndicated Letters of Credit do
not comply with the insurance laws of such jurisdiction.

              (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION. To
request the issuance of Non-Syndicated Letters of Credit (or the amendment,
renewal or extension of outstanding Non-Syndicated Letters of Credit), an
Account Party shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the
Administrative Agent) to the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of Non-Syndicated Letters of Credit, or identifying the
Non-Syndicated Letters of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension, as the case
may be (which shall be a Business Day), the date on which such Non-Syndicated
Letters of Credit are to expire (which shall comply with paragraph (e) of this
Section), the aggregate amount of all Non-Syndicated Letters of Credit to be
issued in connection with such request, the name and address of the beneficiary
thereof and the terms and conditions of (and such other information as shall be
necessary to prepare, amend, renew or extend, as the case may be) such
Non-Syndicated Letters of Credit. If Non-Syndicated Letters of Credit issued in
connection with the same request shall provide for the automatic extension of
the expiry date thereof unless the Issuing Lender thereof or the Administrative
Agent gives notice that such expiry date shall not be extended, then the
Administrative Agent (acting on behalf of the relevant Issuing Lenders) will
give such notice for all such Non-Syndicated Letters of Credit if requested to
do so by the Required Lenders in a notice given to the Administrative Agent not
more than 60 days, but not less than 45 days, prior to the current expiry date
of such Non-Syndicated Letter of Credit. If requested by the Administrative
Agent, such Account Party also shall submit a letter of credit

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 23 -


application on JPMCB's standard form in connection with any request for a
Non-Syndicated Letter of Credit. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by any Account
Party to, or entered into by any Account Party with, the Administrative Agent
(acting on behalf of the relevant Issuing Lenders) relating to any
Non-Syndicated Letter of Credit, the terms and conditions of this Agreement
shall control.

              (c) ISSUANCE AND ADMINISTRATION. Each Non-Syndicated Letter of
Credit shall be executed and delivered by the Administrative Agent (which term,
for purposes of this Section 2.04 and any other provisions of this Agreement,
including Article IX and Section 10.03, relating to Non-Syndicated Letters of
Credit, shall be deemed to refer to, unless the context otherwise requires,
JPMCB acting in its capacity as the Administrative Agent or in its individual
capacity, in either case as attorney-in-fact for the respective Issuing Lender),
acting through any duly authorized officer of JPMCB, in the name and on behalf
of, and as attorney-in-fact for, the Issuing Lender party to such Non-Syndicated
Letter of Credit. With respect to each Non-Syndicated Letter of Credit, the
Administrative Agent shall act in the name and on behalf of, and as
attorney-in-fact for, the Lender issuing such Non-Syndicated Letter of Credit
and in that capacity shall, and each Lender hereby irrevocably appoints and
designates the Administrative Agent, acting through any duly authorized officer
of JPMCB, to so act in the name and on behalf of, and as attorney-in-fact for,
each Lender with respect to each Non-Syndicated Letter of Credit to be issued by
such Lender hereunder and, without limiting any other provision of this
Agreement, to, (i) execute and deliver in the name and on behalf of such Lender
each Non-Syndicated Letter of Credit to be issued by such Lender hereunder, (ii)
receive drafts, other demands for payment and/or other documents presented by
the beneficiary thereunder, (iii) determine whether such drafts, demands and/or
documents are in compliance with the terms and conditions thereof, (iv) notify
the beneficiary of any such Non-Syndicated Letter of Credit of the expiration or
non-renewal thereof in accordance with the terms thereof, (v) advise such
beneficiary of any change in the office for presentation of drafts under any
such Non-Syndicated Letter of Credit, (vi) enter into with the Account Parties
any such letter of credit application or similar agreement with respect to any
such Non-Syndicated Letter of Credit as the Administrative Agent shall require,
(vii) remit to the beneficiary of any such Non-Syndicated Letter of Credit any
payment made by such Lender and received by the Administrative Agent in
connection with a drawing thereunder, (viii) perform any and all other acts
which in the sole opinion of the Administrative Agent may be necessary or
incidental to the performance of the powers herein granted with respect to such
Non-Syndicated Letter of Credit, (ix) notify such Lender and the Account Parties
that a valid drawing has been made and the date that the related LC Disbursement
is to be made; PROVIDED that the Administrative Agent shall have no obligation
or liability for any LC Disbursement under such Non-Syndicated Letter of Credit
and (x) delegate to any agent of JPMCB and such agent's Related Parties, or any
of them, the performance of any of such powers. Each Lender hereby ratifies and
confirms (and undertakes to ratify and confirm from time to time upon the
request of the Administrative Agent) whatsoever the Administrative Agent (or any
Related Party thereof) shall do or purport to do by virtue of the power herein
granted. Promptly upon the request of the Administrative Agent, each Lender will
furnish to the Administrative Agent such powers of attorney or other evidence as
any beneficiary of any Non-Syndicated Letter of Credit may reasonably request in
order to demonstrate that the Administrative Agent has the power to act as
attorney-in-fact for such

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 24 -


Lender with respect to such Non-Syndicated Letter of Credit (together with such
evidence of the due authorization, execution, delivery and validity of such
power of attorney as the Administrative Agent may reasonably request). Without
limiting any provision of Article IX, the Administrative Agent may perform any
and all of its duties and exercise any and all of its rights and powers under
this Section through its Related Parties.

              (d) LIMITATIONS ON AMOUNTS. Non-Syndicated Letters of Credit shall
be issued, amended, renewed or extended only if (and upon such issuance,
amendment, renewal or extension of each Non-Syndicated Letter of Credit the
Account Parties shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension, (i) the Aggregate
Credit Exposure shall not exceed the aggregate amount of the Commitments and
(ii) the Credit Exposure (excluding any Alternative Currency LC Exposure) of
each Lender shall not exceed the Commitment of such Lender.

              (e) EXPIRY DATE. Each Non-Syndicated Letter of Credit shall expire
at or prior to the close of business on the date one year after the date of the
issuance of such Non-Syndicated Letter of Credit (or, in the case of any renewal
or extension thereof, one year after such renewal or extension).

              (f) PARTICIPATIONS. By the issuance of a Non-Syndicated Letter of
Credit (or an amendment to a Non-Syndicated Letter of Credit increasing the
amount thereof) by the respective Issuing Lender, and without any further action
on the part of such Issuing Lender or the Lenders, such Issuing Lender hereby
grants to each Lender (other than the Issuing Lender itself), and each such
Lender hereby acquires from such Issuing Lender, a participation in such
Non-Syndicated Letter of Credit equal to such Lender's Applicable Percentage of
the aggregate amount available to be drawn under such Non-Syndicated Letter of
Credit. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Non-Syndicated Letter of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Non-Syndicated Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for account of the respective Issuing
Lender, such Lender's Applicable Percentage of each LC Disbursement made by an
Issuing Lender in respect of any Non-Syndicated Letter of Credit promptly upon
the request of the Administrative Agent at any time from the time such LC
Disbursement is made until such LC Disbursement is reimbursed by the Account
Parties or at any time after any reimbursement payment is required to be
refunded to the Account Parties for any reason. Such payment shall be made
without any offset, abatement, withholding or reduction whatsoever. Promptly
following receipt by the Administrative Agent of any payment from the Account
Parties pursuant to the next following paragraph, the Administrative Agent shall
distribute such payment to the respective Issuing Lender or, to the extent that
the Lenders have made payments pursuant to this paragraph to reimburse such
Issuing Lender, then to such Lenders and such Issuing Lender as their interests
may appear. Any payment made by a Lender pursuant to this paragraph to reimburse
an Issuing Lender for any LC Disbursement shall not relieve the Account Parties
of their obligation to reimburse such LC Disbursement.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 25 -


              (g) REIMBURSEMENT. If any Issuing Lender shall make any LC
Disbursement in respect of any Non-Syndicated Letter of Credit, regardless of
the identity of the Account Party of such Non-Syndicated Letter of Credit, the
Account Parties jointly and severally agree that they shall reimburse such
Issuing Lender in respect of such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
noon, New York City time, on (i) the Business Day that the Account Parties
receive notice of such LC Disbursement, if such notice is received prior to
10:00 a.m., New York City time, or (ii) the Business Day immediately following
the day that the Account Parties receive such notice, if such notice is not
received prior to such time.

              If the Account Parties fail to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Account Parties in respect thereof and such
Lender's Applicable Percentage thereof.

              (h) OBLIGATIONS ABSOLUTE. The Account Parties' joint and several
obligations to reimburse LC Disbursements in respect of any Non-Syndicated
Letter of Credit as provided in paragraph (g) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Non-Syndicated
Letter of Credit, or any term or provision therein, (ii) any draft or other
document presented under a Non-Syndicated Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Lender under a
Non-Syndicated Letter of Credit against presentation of a draft or other
document that does not comply strictly with the terms of such Non-Syndicated
Letter of Credit (PROVIDED that the Account Parties shall not be obligated to
reimburse such LC Disbursements unless payment is made against presentation of a
draft or other document that at least substantially complies with the terms of
such Non-Syndicated Letter of Credit), (iv) at any time or from time to time,
without notice to any Account Party, the time for any performance of or
compliance with any of such reimbursement obligations of any other Account Party
being waived, extended or renewed, (v) any of such reimbursement obligations of
any other Account Party being amended or otherwise modified in any respect, or
any guarantee of any of such reimbursement obligations being released,
substituted or exchanged in whole or in part or otherwise dealt with, (vi) the
occurrence of any Default, (vii) the existence of any proceedings of the type
described in clause (g) or (h) of Article VIII with respect to any other Account
Party or any guarantor of any of such reimbursement obligations, (viii) any lack
of validity or enforceability of any of such reimbursement obligations against
any other Account Party or any guarantor of any of such reimbursement
obligations, or (ix) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of the obligations of any
Account Party hereunder.

              Neither the Administrative Agent, the Lenders nor any Issuing
Lender, nor any of their respective Related Parties, shall have any liability or
responsibility by reason of or in connection with the payment or failure to make
any payment under a Non-Syndicated Letter of Credit (irrespective of any of the
circumstances referred to in the preceding sentence) as a result of determining
whether drafts or other documents presented under a Non-Syndicated Letter of
Credit comply with the terms thereof, or any error, omission, interruption, loss
or delay in

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 26 -


transmission or delivery of any draft, notice or other communication under or
relating to any Non-Syndicated Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of an Issuing Lender;
PROVIDED that the foregoing shall not be construed to excuse the Administrative
Agent or a Lender from liability to the Account Parties to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by the Account Parties to the extent permitted by applicable
law) suffered by the Account Parties that are caused by the gross negligence or
willful misconduct of the Administrative Agent or a Lender when determining
whether drafts and other documents presented under a Non-Syndicated Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that:

              (i) the Administrative Agent may accept documents that appear on
       their face to be in substantial compliance with the terms of a
       Non-Syndicated Letter of Credit without responsibility for further
       investigation, regardless of any notice or information to the contrary,
       and may make payment upon presentation of documents that appear on their
       face to be in substantial compliance with the terms of such
       Non-Syndicated Letter of Credit;

              (ii) the Administrative Agent shall have the right, in its sole
       discretion, to decline to accept such documents and to make such payment
       if such documents are not in strict compliance with the terms of such
       Non-Syndicated Letter of Credit; and

              (iii) this sentence shall establish the standard of care to be
       exercised by the Administrative Agent when determining whether drafts and
       other documents presented under a Non-Syndicated Letter of Credit comply
       with the terms thereof (and the parties hereto hereby waive, to the
       extent permitted by applicable law, any standard of care inconsistent
       with the foregoing).

              (i) DISBURSEMENT PROCEDURES. The Administrative Agent shall,
within a reasonable time following its receipt thereof, examine all documents
purporting to represent a demand for payment under any Non-Syndicated Letter of
Credit. The Administrative Agent shall promptly after such examination (i)
notify each of the Lenders and the Account Parties by telephone (confirmed by
telecopy) of such demand for payment and (ii) deliver to each Lender (including
the Issuing Lender) a copy of each document purporting to represent a demand for
payment under such Non-Syndicated Letter of Credit. With respect to any drawing
properly made under a Non-Syndicated Letter of Credit, the Issuing Lender
thereof will make an LC Disbursement in respect of such Non-Syndicated Letter of
Credit in accordance with its liability under such Non-Syndicated Letter of
Credit and this Agreement, such LC Disbursement to be made to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make any such LC Disbursement
available to the beneficiary of such Non-Syndicated Letter of Credit by promptly
crediting the amounts so received, in like funds, to the account identified by
such beneficiary in connection with such demand for payment. Promptly following
any LC Disbursement by any Issuing Lender in respect of any Non-Syndicated
Letter of Credit, the Administrative Agent will notify the Account Parties of
such LC Disbursement; PROVIDED that any failure to give or delay in giving such
notice shall not relieve the Account Parties of their obligation to reimburse
such

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 27 -


Issuing Lender with respect to any such LC Disbursement.

              (j) INTERIM INTEREST. If any LC Disbursement with respect to a
Non-Syndicated Letter of Credit is made, then, unless the Account Parties shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made,
the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Account
Parties reimburse such LC Disbursement, at the rate per annum equal to (i) 1%
PLUS the Alternate Base Rate to but excluding the date three Business Days after
such LC Disbursement is made and (ii) from and including the date three Business
Days after such LC Disbursement is made, 3% PLUS the Alternate Base Rate.

              (k) RIGHT OF CONTRIBUTION. The Account Parties hereby agree, as
between themselves, that if any Account Party shall pay any reimbursement
obligation in respect of any LC Disbursement with respect to a Non-Syndicated
Letter of Credit issued to support the obligations of another Account Party (the
"SPECIFIED ACCOUNT PARTY"), the Specified Account Party shall, on demand (but
subject to the next sentence), pay to such first Account Party an amount equal
to the amount of such reimbursement. The payment obligation of a Specified
Account Party to another Account Party under this paragraph (k) shall be
subordinate and subject in right of payment to the prior payment in full of the
obligations of the Specified Account Party under this Agreement and each other
Credit Document, and such other Account Party shall not exercise any right or
remedy with respect to such reimbursement until payment and satisfaction in full
of all of such obligations of the Specified Account Party.

              (l) CONTINUATION OF EXISTING NON-SYNDICATED LETTERS OF CREDIT.
Subject to the terms and conditions hereof, each Non-Syndicated Letter of Credit
under (and as defined in) the Existing Credit Agreement which is outstanding on
the Effective Date and is designated to be continued hereunder in the notice
provided by XL Capital to the Administrative Agent pursuant to Section 5.01(f)
shall, effective as of the Effective Date, be amended by the respective Issuing
Lender (through the Administrative Agent) to reflect the Lenders having
Commitments as of the Effective Date and, with respect to each such
Non-Syndicated Letter of Credit issued by a Lender that is party to the Existing
Credit Agreement, a face amount based upon the respective Lender's Applicable
Percentage of the Commitments as in effect on the Effective Date, and each such
Non-Syndicated Letter of Credit, as so amended, shall be deemed continued
hereunder as a Non-Syndicated Letter of Credit issued by such Lender for all
purposes of this Agreement as of the Effective Date.

              (m) ADJUSTMENTS TO NON-SYNDICATED LETTERS OF CREDIT. Upon each
increase of the Commitments pursuant to Section 2.11(c), (i) each Non-Syndicated
Letter of Credit then outstanding hereunder shall, as of the effective date of
such increase, be amended by the respective Issuing Lenders thereof (through the
Administrative Agent) to reflect the Lenders having Commitments after giving
effect to such increase and having, with respect to each such Non-Syndicated
Letter of Credit issued by an existing Lender, a face amount based upon such
Lender's Applicable Percentage of such Commitments and/or (ii) as applicable,
new Non-Syndicated Letters of Credit shall be issued hereunder as of such
effective date by each Supplemental Lender which has undertaken a new or
incremental Commitment in connection with such increase in a face amount based
upon such Supplemental Lender's Applicable

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 28 -


Percentage of such Commitments. Upon the assignment by a Lender of all or a
portion of its Commitment and its interests in the Non-Syndicated Letters of
Credit pursuant to an Assignment and Assumption, (i) XL Capital shall, at the
reasonable request of the Administrative Agent, execute such documents as may be
necessary in connection with amendments to each Non-Syndicated Letter of Credit
issued by such assigning Lender then outstanding hereunder (or to replace each
such Non-Syndicated Letter of Credit with a new Non-Syndicated Letter of Credit
of such assigning Lender) to reflect such assigning Lender's Commitment and with
a face amount based upon such Lender's Applicable Percentage after giving effect
to such assignment and/or (ii) as applicable, a new Non-Syndicated Letter of
Credit shall be issued hereunder as of the effective date of such assignment by
the assignee Lender which has undertaken a new or incremental Commitment in
connection with such assignment in a face amount based upon such assignee
Lender's Applicable Percentage of the Commitments after giving effect to such
assignment.

              SECTION 2.05. PARTICIPATED LETTERS OF CREDIT.

              (a) GENERAL. Subject to the terms and conditions set forth herein,
any Account Party may request the Issuing Lender to issue, at any time and from
time to time during the Availability Period, Participated Letters of Credit for
its own account. Each Participated Letter of Credit shall be in such form as is
consistent with the requirements of the applicable regulatory authorities in
Illinois, California, Wisconsin or New York as reasonably determined by the
Administrative Agent or as otherwise agreed to by the Administrative Agent and
XL Capital. Participated Letters of Credit issued hereunder shall constitute
utilization of the Commitments.

              (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION. To
request the issuance of a Participated Letter of Credit (or the amendment,
renewal or extension of an outstanding Participated Letter of Credit), an
Account Party shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing
Lender) to the Issuing Lender and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Participated Letter of Credit, or
identifying the Participated Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Participated Letter of
Credit is to expire (which shall comply with paragraph (d) of this Section), the
amount of such Participated Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Participated Letter of Credit. If requested by the
Issuing Lender, such Account Party also shall submit a letter of credit
application on the Issuing Lender's standard form in connection with any request
for a Participated Letter of Credit. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by such
Account Party to, or entered into by any Account Party with, the Issuing Lender
relating to any Participated Letter of Credit, the terms and conditions of this
Agreement shall control.

              (c) LIMITATIONS ON AMOUNTS. A Participated Letter of Credit shall
be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Participated Letter of Credit each Account Party
shall be deemed to represent and warrant

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 29 -


that), after giving effect to such issuance, amendment, renewal or extension (i)
the sum of (A) the LC Exposure of the Issuing Lender with respect to
Participated Letters of Credit (determined for these purposes without giving
effect to the participations therein of the Lenders pursuant to paragraph (e) of
this Section) and (B) with respect to the 364-Day Credit Agreement, the LC
Exposure of the Issuing Lender with respect to Participated Letters of Credit
(determined for these purposes without giving effect to the participations
therein of the Lenders pursuant to Section 2.05(e) of the 364-Day Credit
Agreement) (the terms used in this clause (B) having the definitions assigned to
them in the 364-Day Credit Agreement) shall not exceed $100,000,000 and (ii) the
Aggregate Credit Exposure shall not exceed the aggregate amount of the
Commitments.

              (d) EXPIRY DATE. Each Participated Letter of Credit shall expire
at or prior to the close of business on the date one year after the date of the
issuance of such Participated Letter of Credit (or, in the case of any renewal
or extension thereof, one year after such renewal or extension).

              (e) PARTICIPATIONS. By the issuance of a Participated Letter of
Credit (or an amendment to a Participated Letter of Credit increasing the amount
thereof) by the Issuing Lender, and without any further action on the part of
the Issuing Lender or the Lenders, the Issuing Lender hereby grants to each
Lender, and each Lender hereby acquires from the Issuing Lender, a participation
in such Participated Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Participated
Letter of Credit. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Participated
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Participated Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Commitments. In consideration and in furtherance
of the foregoing, each Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for account of the Issuing Lender, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing
Lender in respect of any Participated Letter of Credit promptly upon the request
of the Issuing Lender at any time from the time such LC Disbursement is made
until such LC Disbursement is reimbursed by the Account Parties or at any time
after any reimbursement payment is required to be refunded to the Account
Parties for any reason. Such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Promptly following receipt by
the Administrative Agent of any payment from the Account Parties pursuant to the
next following paragraph, the Administrative Agent shall distribute such payment
to the Issuing Lender or, to the extent that the Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders
and the Issuing Lender as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC
Disbursement shall not relieve the Account Parties of their obligation to
reimburse such LC Disbursement.

              (f) REIMBURSEMENT. If any Lender shall make any LC Disbursement in
respect of any Participated Letter of Credit, regardless of the identity of the
Account Party of such Participated Letter of Credit, the Account Parties jointly
and severally agree that they shall reimburse such Lender in respect of such LC
Disbursement by paying to the Administrative

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 30 -


Agent an amount equal to such LC Disbursement not later than noon, New York City
time, on (i) the Business Day that the Account Parties receive notice of such LC
Disbursement, if such notice is received prior to 10:00 a.m., New York City
time, or (ii) the Business Day immediately following the day that the Account
Parties receive such notice, if such notice is not received prior to such time.

              If the Account Parties fail to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Account Parties in respect thereof and such
Lender's Applicable Percentage thereof.

              (g) OBLIGATIONS ABSOLUTE. The Account Parties' joint and several
obligations to reimburse LC Disbursements in respect of any Participated Letter
of Credit as provided in paragraph (f) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Participated
Letter of Credit, or any term or provision therein, (ii) any draft or other
document presented under a Participated Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Lender under a
Participated Letter of Credit against presentation of a draft or other document
that does not comply strictly with the terms of such Participated Letter of
Credit (PROVIDED that the Account Parties shall not be obligated to reimburse
such LC Disbursements unless payment is made against presentation of a draft or
other document that at least substantially complies with the terms of such
Participated Letter of Credit), (iv) at any time or from time to time, without
notice to any Account Party, the time for any performance of or compliance with
any of such reimbursement obligations of any other Account Party shall be
waived, extended or renewed, (v) any of such reimbursement obligations of any
other Account Party shall be amended or otherwise modified in any respect, or
any guarantee of any of such reimbursement obligations shall be released,
substituted or exchanged in whole or in part or otherwise dealt with, (vi) the
occurrence of any Default, (vii) the existence of any proceedings of the type
described in clause (g) or (h) of Article VIII with respect to any other Account
Party or any guarantor of any of such reimbursement obligations, (viii) any lack
of validity or enforceability of any of such reimbursement obligations against
any other Account Party or any guarantor of any of such reimbursement
obligations, or (ix) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of the obligations of any
Account Party hereunder.

              Neither the Administrative Agent, the Lenders nor the Issuing
Lender, nor any of their respective Related Parties, shall have any liability or
responsibility by reason of or in connection with the payment or failure to make
any payment under a Participated Letter of Credit (irrespective of any of the
circumstances referred to in the preceding sentence) as a result of determining
whether drafts or other documents presented under a Participated Letter of
Credit comply with the terms thereof, or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Participated Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of the Issuing
Lender; PROVIDED that the foregoing shall not be construed to excuse the Issuing

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 31 -


Lender from liability to the Account Parties to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Account Parties to the extent permitted by applicable law)
suffered by the Account Parties that are caused by the Issuing Lender's gross
negligence or willful misconduct when determining whether drafts and other
documents presented under a Participated Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that:

              (i) the Issuing Lender may accept documents that appear on their
       face to be in substantial compliance with the terms of a Participated
       Letter of Credit without responsibility for further investigation,
       regardless of any notice or information to the contrary, and may make
       payment upon presentation of documents that appear on their face to be in
       substantial compliance with the terms of such Participated Letter of
       Credit;

              (ii) the Issuing Lender shall have the right, in its sole
       discretion, to decline to accept such documents and to make such payment
       if such documents are not in strict compliance with the terms of such
       Participated Letter of Credit; and

              (iii) this sentence shall establish the standard of care to be
       exercised by the Issuing Lender when determining whether drafts and other
       documents presented under a Participated Letter of Credit comply with the
       terms thereof (and the parties hereto hereby waive, to the extent
       permitted by applicable law, any standard of care inconsistent with the
       foregoing).

              (h) DISBURSEMENT PROCEDURES. The Issuing Lender shall, within a
reasonable time following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Participated Letter of Credit. The
Issuing Lender shall promptly after such examination notify the Administrative
Agent and XL Capital by telephone (confirmed by telecopy) of such demand for
payment and whether the Issuing Lender has made or will make a LC Disbursement
thereunder; PROVIDED that any failure to give or delay in giving such notice
shall not relieve the Account Parties of their obligation to reimburse the
Issuing Lender and the Lenders with respect to any such LC Disbursement.

              (i) INTERIM INTEREST. If any LC Disbursement is made with respect
to a Participated Letter of Credit, then, unless the Account Parties shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made,
the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Account
Parties reimburse such LC Disbursement, at the rate per annum equal to (i) 1%
PLUS the Alternate Base Rate to but excluding the date three Business Days after
such LC Disbursement is made and (ii) from and including the date three Business
Days after such LC Disbursement is made, 3% PLUS the Alternate Base Rate.
Interest accrued pursuant to this paragraph shall be for account of the Issuing
Lender, except that interest accrued on and after the date of payment by any
Lender pursuant to paragraph (f) of this Section to reimburse the Issuing Lender
shall be for account of such Lender to the extent of such payment.

              (j) REPLACEMENT OF THE ISSUING LENDER. The Issuing Lender may be
replaced at any time by written agreement between XL Capital, the Administrative
Agent, the replaced Issuing Lender and the successor Issuing Lender. The
Administrative Agent shall notify the

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 32 -


Lenders of any such replacement of the Issuing Lender. At the time any such
replacement shall become effective, the Account Parties shall pay all unpaid
fees accrued for account of the replaced Issuing Lender pursuant to Section
2.14(d). From and after the effective date of any such replacement, (i) the
successor Issuing Lender shall have all the rights and obligations of the
replaced Issuing Lender under this Agreement with respect to Participated
Letters of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Lender" shall be deemed to refer to such successor or to any previous
Issuing Lender, or to such successor and all previous Issuing Lenders, as the
context shall require. After the replacement of an Issuing Lender hereunder, the
replaced Issuing Lender shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Lender under this Agreement with
respect to Participated Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Participated Letters
of Credit.

              (k) RIGHT OF CONTRIBUTION. The Account Parties hereby agree, as
between themselves, that if any Account Party shall pay any reimbursement
obligation in respect of any LC Disbursement with respect to a Participated
Letter of Credit issued to support the obligations of another Account Party (the
"SPECIFIED ACCOUNT PARTY"), the Specified Account Party shall, on demand (but
subject to the next sentence), pay to such first Account Party an amount equal
to the amount of such reimbursement. The payment obligation of a Specified
Account Party to another Account Party under this paragraph (k) shall be
subordinate and subject in right of payment to the prior payment in full of the
obligations of the Specified Account Party under this Agreement and each other
Credit Document, and such other Account Party shall not exercise any right or
remedy with respect to such reimbursement until payment and satisfaction in full
of all of such obligations of the Specified Account Party.

              (l) CONTINUATION OF EXISTING PARTICIPATED LETTERS OF CREDIT.
Subject to the terms and conditions hereof, each Participated Letter of Credit
under (and as defined in) the Existing Credit Agreement which is outstanding on
the Effective Date and is designated to be continued hereunder in the notice
provided by XL Capital to the Administrative Agent pursuant to Section 5.01(f)
shall automatically be continued hereunder on the Effective Date by the Issuing
Lender of such Participated Letter of Credit, and as of the Effective Date the
Lenders shall acquire a participation therein as if such Participated Letter of
Credit were issued hereunder, and each such Participated Letter of Credit shall
be deemed a Participated Letter of Credit for all purposes of this Agreement as
of the Effective Date.

              (m) ADJUSTMENT OF APPLICABLE PERCENTAGES. Notwithstanding anything
herein to the contrary, upon (i) each increase of the Commitments pursuant to
Section 2.11(c), each Lender's participation in each Participated Letter of
Credit then outstanding shall automatically be adjusted to reflect its
Applicable Percentage after giving effect to such increase and (ii) the
assignment by a Lender of all or a portion of its Commitment and its interests
in the Participated Letters of Credit pursuant to an Assignment and Assumption,
the respective assigning Lender's participation in each Participated Letter of
Credit then outstanding shall automatically be adjusted to reflect, and the
respective assignee Lender shall be deemed to acquire a participation in each
such Participated Letter of Credit in an amount equal to, its Applicable
Percentage after giving effect to such assignment.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 33 -


              SECTION 2.06. ALTERNATIVE CURRENCY LETTERS OF CREDIT.

              (a) REQUESTS FOR OFFERS. From time to time during the Availability
Period, an Account Party may request any or all of the Lenders to make offers to
issue an Alternative Currency Letter of Credit for account of such Account
Party. Each Lender may, but shall have no obligation to, make such offers on
terms and conditions that are satisfactory to such Lender, and such Account
Party may, but shall have no obligation to, accept any such offers. An
Alternative Currency Letter of Credit shall be issued, amended, renewed or
extended only if (and upon such issuance, amendment, renewal or extension of
each Alternative Currency Letter of Credit the Account Parties shall be deemed
to represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension, the Aggregate Credit Exposure shall not exceed the
aggregate amount of the Commitments. Each such Alternative Currency Letter of
Credit shall be issued, and subsequently, renewed, extended, amended and
confirmed, on such terms as XL Capital, the applicable Account Party and such
Lender shall agree, including expiry, drawing conditions, reimbursement,
interest, fees and provision of cover; PROVIDED that the expiry of any
Alternative Currency Letter of Credit shall not be later than the one-year
anniversary from the date of issuance thereof (or, in the case of any renewal or
extension thereof, one-year after such renewal or extension).

              (b) REPORTS TO ADMINISTRATIVE AGENT. The Account Parties shall
deliver to the Administrative Agent and each of the Lenders a report in respect
of each Alternative Currency Letter of Credit (an "ALTERNATIVE CURRENCY LETTER
OF CREDIT REPORT") on and as of the date (i) on which such Alternative Currency
Letter of Credit is issued, (ii) of the issuance, renewal, extension or
amendment of a Syndicated Letter of Credit or a Non-Syndicated Letter of Credit,
if any Alternative Currency Letter of Credit is then outstanding and (iii) on
which the Commitments are to be reduced pursuant to Section 2.11, specifying for
each such Alternative Currency Letter of Credit (after giving effect to issuance
thereof, as applicable):

              (A) the date on which such Alternative Currency Letter of Credit
       was or is being issued;

              (B) the Alternative Currency of such Alternative Currency Letter
       of Credit;

              (C) the aggregate undrawn amount of such Alternative Currency
       Letter of Credit (in such Alternative Currency);

              (D) the aggregate unpaid amount of LC Disbursements under such
       Alternative Currency Letter of Credit (in such Alternative Currency);

              (E) the Alternative Currency LC Exposure (in Dollars) in respect
       of such Alternative Currency Letter of Credit; and

              (F) the aggregate amount of Alternative Currency LC Exposures (in
       Dollars).

              Each Alternative Currency Letter of Credit Report shall be
delivered to the Administrative Agent and each of the Lenders by 10:00 a.m. (New
York City time) on the date on which it is required to be delivered.

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 34 -


              SECTION 2.07. LOANS AND BORROWINGS.

              (a) GENERAL. Subject to the terms and conditions set forth herein,
each Lender agrees to make Loans to an Account Party from time to time during
the Availability Period in an aggregate principal amount that will not result in
(i) such Lender's outstanding Loans exceeding such Lender's Applicable
Percentage of the RC Sublimit, (ii) such Lender's Credit Exposure (excluding any
Alternative Currency LC Exposure) exceeding such Lender's Commitment, (iii) the
sum of (A) the aggregate outstanding principal amount of the Loans and (B) the
aggregate outstanding principal amount of the Loans under (and as defined in)
the Three-Year Credit Agreement exceeding the RC Sublimit or (iv) the Aggregate
Credit Exposure exceeding the aggregate amount of the Commitments. Loans may be
made, or be outstanding, to more than one of the Account Parties at any time.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Account Parties may borrow, prepay and reborrow Loans. Loans shall
constitute utilization of both the RC Sublimit and the Commitments.

              (b) OBLIGATIONS OF LENDERS. Each Loan shall be made as part of a
Borrowing consisting of Loans of the same Type made by the Lenders ratably in
accordance with their respective Commitments. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; PROVIDED that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required.

              (c) TYPE OF LOANS. Subject to Section 2.15, each Borrowing shall
be constituted entirely of ABR Loans or of Eurodollar Loans as any Account Party
may request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; PROVIDED that any exercise of such option shall not
affect the obligation of the Account Parties to repay such Loan in accordance
with the terms of this Agreement.

              (d) MINIMUM AMOUNTS; LIMITATION ON NUMBER OF BORROWINGS. Each
Eurodollar Borrowing shall be in an aggregate amount of $10,000,000 or a larger
multiple of $1,000,000. Each ABR Borrowing shall be in an aggregate amount equal
to $10,000,000 or a larger multiple of $1,000,000; PROVIDED that an ABR
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the Commitments or that is requested to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.03(a). Borrowings of more than
one Type may be outstanding at the same time; PROVIDED that there shall not at
any time be more than a total of ten Eurodollar Borrowings outstanding.

              (e) LIMITATIONS ON INTEREST PERIODS. Notwithstanding any other
provision of this Agreement, no Account Party shall be entitled to request (or
to elect to convert to or continue as a Eurodollar Borrowing) any Borrowing if
the Interest Period requested therefor would end after the Commitment
Termination Date.

              SECTION 2.08. REQUESTS FOR BORROWINGS.

              (a) NOTICE BY THE ACCOUNT PARTIES. To request a Borrowing, XL
Capital shall notify the Administrative Agent of such request by telephone (i)
in the case of a Eurodollar

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 35 -


Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of the proposed Borrowing or (ii) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the date of the
proposed Borrowing; provided that any such notice of an ABR Borrowing to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.03(a) may
be given not later than 11:00 a.m., New York City time, on the date of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by XL Capital.

              (b) CONTENT OF BORROWING REQUESTS. Each telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.07:

              (i)    the relevant Account Party;

              (ii)   the aggregate amount of the requested Borrowing;

              (iii)  the date of such Borrowing, which shall be a Business Day;

              (iv)   whether such Borrowing is to be an ABR Borrowing or a
       Eurodollar Borrowing;

              (v)    in the case of a Eurodollar Borrowing, the Interest Period
       therefor, which shall be a period contemplated by the definition of the
       term "Interest Period" and permitted under Section 2.07(e); and

              (vi)   the location and number of such Account Party's account to
       which funds are to be disbursed, which shall comply with the requirements
       of Section 2.09.

              (c) NOTICE BY THE ADMINISTRATIVE AGENT TO THE LENDERS. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

              (d) FAILURE TO ELECT. If no election as to the Type of a Borrowing
is specified, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurodollar Borrowing,
then the requested Borrowing shall be made instead as an ABR Borrowing.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 36 -


              SECTION 2.09. FUNDING OF BORROWINGS.

              (a) FUNDING BY LENDERS. Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time (or 1:00 p.m., New
York City time with respect to ABR Loans requested by XL Capital no later than
11:00 a.m. on the same day), to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the relevant Account
Party by promptly crediting the amounts so received, in like funds, to an
account of such Account Party maintained with the Administrative Agent in New
York City and designated by such Account Party in the applicable Borrowing
Request.

              (b) PRESUMPTION BY THE ADMINISTRATIVE AGENT. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing (or in the case of any ABR Borrowing, on or prior
to the proposed date of such Borrowing) that such Lender will not make available
to the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the relevant Account Party a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the relevant Account Party severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to such Account Party to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or
(ii) in the case of such Account Party, the interest rate applicable to ABR
Loans. If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender's Loan included in such Borrowing.

              SECTION 2.10. INTEREST ELECTIONS.

              (a) ELECTIONS BY THE ACCOUNT PARTIES. The Loans constituting each
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have the Interest
Period specified in such Borrowing Request. Thereafter, the relevant Account
Party may elect to convert such Borrowing to a Borrowing of a different Type or
to continue such Borrowing as a Borrowing of the same Type and, in the case of a
Eurodollar Borrowing, may elect the Interest Period therefor, all as provided in
this Section. The relevant Account Party may elect different options with
respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
constituting such Borrowing, and the Loans constituting each such portion shall
be considered a separate Borrowing.

              (b) NOTICE OF ELECTIONS. To make an election pursuant to this
Section, XL Capital shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.08 if XL Capital were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 37 -


hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by XL
Capital.

              (c) CONTENT OF INTEREST ELECTION REQUESTS. Each telephonic and
written Interest Election Request shall specify the following information in
compliance with Section 2.07:

              (i)    the Borrowing to which such Interest Election Request
       applies and, if different options are being elected with respect to
       different portions thereof, the portions thereof to be allocated to each
       resulting Borrowing (in which case the information to be specified
       pursuant to clauses (iii) and (iv) of this paragraph shall be specified
       for each resulting Borrowing);

              (ii)   the effective date of the election made pursuant to such
       Interest Election Request, which shall be a Business Day;

              (iii)  whether the resulting Borrowing is to be an ABR Borrowing
       or a Eurodollar Borrowing; and

              (iv)   if the resulting Borrowing is a Eurodollar Borrowing, the
       Interest Period therefor after giving effect to such election, which
       shall be a period contemplated by the definition of the term "Interest
       Period" and permitted under Section 2.07(e).

              (d) NOTICE BY THE ADMINISTRATIVE AGENT TO THE LENDERS. Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender's portion of
each resulting Borrowing.

              (e) FAILURE TO ELECT; EVENTS OF DEFAULT. If XL Capital fails to
deliver a timely and complete Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period therefor, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required Lenders,
so notifies XL Capital, then, so long as an Event of Default is continuing (i)
no outstanding Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period therefor.

              SECTION 2.11. TERMINATION, REDUCTION AND INCREASE OF THE
COMMITMENTS.

              (a) SCHEDULED TERMINATION. Unless previously terminated, the
Commitments shall terminate at the close of business on the Commitment
Termination Date.

              (b) VOLUNTARY TERMINATION OR REDUCTION. The Account Parties may at
any time terminate, or from time to time reduce, the Commitments and/or the RC
Sublimit; PROVIDED that (i) each reduction of the Commitments or the RC Sublimit
shall be in an amount that is $25,000,000 or a larger multiple of $5,000,000 and
(ii) the Account Parties shall not terminate or reduce the Commitments or the RC
Sublimit if the Aggregate Credit Exposure would exceed the Commitments or the
outstanding Loans would exceed the RC Sublimit, as the case may be. XL

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 38 -


Capital shall notify the Administrative Agent of any election to terminate or
reduce the Commitments or the RC Sublimit under this paragraph (b) at least
three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof, PROVIDED
that no reduction of the RC Sublimit shall occur in connection with a reduction
of the Commitments unless specified in such notice, except that upon the earlier
of (x) the termination of the Commitments and (y) the Commitment Termination
Date, the RC Sublimit shall be reduced to zero. Promptly following receipt of
any such notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each notice delivered by XL Capital pursuant to this paragraph
(b) shall be irrevocable; PROVIDED that a notice of termination of the
Commitments delivered by XL Capital may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be revoked by XL Capital (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Subject to the
proviso in the immediately preceding sentence, any termination or reduction of
the Commitments or the RC Sublimit shall be permanent. Each reduction of the
Commitments or the RC Sublimit shall be made ratably among the Lenders in
accordance with their respective Commitments.

              (c) INCREASES TO COMMITMENTS. XL Capital shall have the right, at
any time by notice to the Administrative Agent, to increase the Commitments
hereunder up to an aggregate amount not exceeding $2,700,000,000 (i) by
including as a Lender hereunder with a new Commitment, any Person which is a
NAIC Approved Bank that is not an existing Lender or (ii) by having an existing
Lender increase its Commitment then in effect (with the consent of such Lender
in its sole discretion) (each new or increasing Lender, a "SUPPLEMENTAL LENDER")
in each case with the approval (not to be unreasonably withheld) of the
Administrative Agent, which notice shall specify the name of each Supplemental
Lender, the aggregate amount of such increase and the portion thereof being
assumed by each such Supplemental Lender, and the date on which such increase is
to become effective (each a "SUPPLEMENTAL COMMITMENT DATE") (which shall be a
Business Day at least three Business Days after the delivery of such notice and
30 days prior to the Commitment Termination Date); PROVIDED that (x) the
Commitment of any Supplemental Lender that is not an existing Lender shall be in
an amount of at least $25,000,000 and (y) the aggregate amount of the increase
of the Commitments effected on any day shall be in an aggregate amount of at
least $25,000,000 and larger multiples of $1,000,000. Each such Supplemental
Lender shall enter into an agreement in form and substance satisfactory to XL
Capital and the Administrative Agent pursuant to which such Supplemental Lender
shall, as of the applicable Supplemental Commitment Date, undertake a Commitment
(or, if any such Supplemental Lender is an existing Lender, pursuant to which
such Supplemental Lender's Commitment shall be increased in the agreed amount on
such date) and such Supplemental Lender shall thereupon become (or, if it is
already a Lender, continue to be) a "Lender" for all purposes hereof; PROVIDED
that, in the case of any Supplemental Lender that is not a Lender immediately
prior to such Supplemental Commitment Date and is not listed on the NAIC
Approved Bank List, such Supplemental Lender and its Confirming Lender shall
have entered into an agreement of the type contemplated in the definition of
"Confirming Lender" in Section 1.01.

              Notwithstanding the foregoing, no increase in the Commitments
hereunder pursuant to this Section shall be effective unless on the applicable
Supplemental Commitment Date:

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 39 -


              (i)    no Default shall have occurred and be continuing;

              (ii)   the representations and warranties of the Obligors set
       forth in this Agreement (other than in Section 4.04(b)) shall be true and
       correct on and as of such date (or, if any such representation or
       warranty is expressly stated to have been made as of a specific date, as
       of such specific date); and

              (iii)  no Loans are outstanding and no notices in respect of the
       issuance, amendment, renewal or extension of any Letter of Credit or of
       any Borrowing are pending, unless the Administrative Agent otherwise
       agrees.

Each such notice shall be deemed to constitute a representation and warranty by
XL Capital as to the matters specified in clauses (i) and (ii) of the
immediately preceding sentence as of such date.

              SECTION 2.12. REPAYMENT OF LOANS; EVIDENCE OF DEBT.

              (a) REPAYMENT. Each Account Party hereby unconditionally promises
to pay to the Administrative Agent for account of the relevant Lenders the
outstanding principal amount of the Loans made to such Account Party on the
Commitment Termination Date.

              (b) MANNER OF PAYMENT. Prior to any repayment or prepayment of any
Borrowings hereunder, XL Capital shall select the Borrowing or Borrowings to be
paid and shall notify the Administrative Agent by telephone (confirmed by
telecopy) of such selection not later than 11:00 a.m., New York City time, three
Business Days before the scheduled date of such repayment; PROVIDED that each
repayment of Borrowings shall be applied to repay any outstanding ABR Borrowings
before any other Borrowings. If XL Capital fails to make a timely selection of
the Borrowing or Borrowings to be repaid or prepaid, such payment shall be
applied, first, to pay any outstanding ABR Borrowings and, second, to other
Borrowings in the order of the remaining duration of their respective Interest
Periods (the Borrowing with the shortest remaining Interest Period to be repaid
first). Each payment of a Borrowing shall be applied ratably to the Loans
included in such Borrowing.

              (c) MAINTENANCE OF RECORDS BY LENDERS. Each Lender shall maintain
in accordance with its usual practice records evidencing the indebtedness of
each Account Party to such Lender resulting from each Loan made by such Lender
to such Account Party, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.

              (d) MAINTENANCE OF RECORDS BY THE ADMINISTRATIVE AGENT. The
Administrative Agent shall maintain records in which it shall record (i) the
amount of each Loan made to each Account Party hereunder, the Type thereof and
each Interest Period therefor, (ii) the amount of any principal or interest due
and payable or to become due and payable from such Account Party to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for account of the Lenders and each Lender's share thereof.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 40 -


              (e) EFFECT OF ENTRIES. The entries made in the records maintained
pursuant to paragraph (c) or (d) of this Section shall be PRIMA FACIE evidence
of the existence and amounts of the obligations recorded therein; PROVIDED that
the failure of any Lender or the Administrative Agent to maintain such records
or any error therein shall not in any manner affect the obligation of the
Account Parties to repay the Loans in accordance with the terms of this
Agreement.

              (f) PROMISSORY NOTES. Any Lender may request that Loans made by it
to any Account Party be evidenced by a promissory note of such Account Party. In
such event, each Account Party shall prepare, execute and deliver to such Lender
a promissory note payable to such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and in a form approved by the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to
Section 10.04) be represented by one or more promissory notes in such form
payable to the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).

              SECTION 2.13. PREPAYMENT OF LOANS.

              (a) RIGHT TO PREPAY BORROWINGS. The Account Parties shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of this Section.

              (b) NOTICES, ETC. XL Capital shall notify the Administrative Agent
by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case
of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of prepayment or (ii) in the case
of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
time, one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; PROVIDED that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.11, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.11. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of a Borrowing of the same Type as provided in
Section 2.07. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.15 and shall be made in the
manner specified in Section 2.12(b).

              SECTION 2.14. FEES.

              (a) FACILITY FEE. XL Capital agrees to pay to the Administrative
Agent for account of each Lender a facility fee which shall accrue at a rate per
annum equal to the Applicable Rate (i) prior to the termination of such Lender's
Commitment, on the daily amount of such Commitment (whether used or unused)
during the period from and including the Effective Date to but excluding the
earlier of the date on which such Commitment terminates and the Commitment
Termination Date and (ii) if such Lender continues to have any Credit Exposure

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 41 -


after its Commitment terminates, on the daily amount of such Lender's Credit
Exposure from and including the date on which such Lender's Commitment
terminates to but excluding the date on which such Lender ceases to have any
Credit Exposure. Accrued facility fees shall be payable on each Quarterly Date
and on the earlier of the date the Commitments terminate and the Commitment
Termination Date; PROVIDED that any facility fees accruing after such earlier
date shall be payable on demand.

              (b) SYNDICATED LETTER OF CREDIT FEES. XL Capital agrees to pay to
the Administrative Agent for account of each Lender a letter of credit fee which
shall accrue at a rate per annum equal to the Applicable Rate on the average
daily aggregate undrawn amount of all outstanding Syndicated Letters of Credit
during the period from and including the Effective Date to but excluding the
later of the date on which such Lender's Commitment terminates and the date on
which such Lender ceases to have any LC Exposure. Syndicated Letter of Credit
fees accrued through and including each Quarterly Date shall be payable on the
third Business Day following such Quarterly Date, commencing on the first such
date to occur after the Effective Date; PROVIDED that all such fees shall be
payable on the date on which the Commitments terminate and any such fees
accruing after the date on which the Commitments terminate shall be payable on
demand.

              (c) NON-SYNDICATED LETTER OF CREDIT FEES. XL Capital agrees to pay
to the Administrative Agent for account of each Lender a letter of credit fee
which shall accrue at a rate per annum equal to the Applicable Rate on the
average daily aggregate undrawn amount of all outstanding Non-Syndicated Letters
of Credit during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Commitment terminates and
the date on which such Lender ceases to have any LC Exposure. Non-Syndicated
Letter of Credit fees accrued through and including each Quarterly Date shall be
payable on the third Business Day following such Quarterly Date, commencing on
the first such date to occur after the Effective Date; PROVIDED that all such
fees shall be payable on the date on which the Commitments terminate and any
such fees accruing after the date on which the Commitments terminate shall be
payable on demand.

              (d) PARTICIPATED LETTER OF CREDIT FEES. XL Capital agrees to pay
(i) to the Administrative Agent for account of each Lender a participation fee
with respect to its participations in Participated Letters of Credit, which
shall accrue at a rate per annum equal to the Applicable Rate on the average
daily amount of such Lender's LC Exposure in respect of Participated Letters of
Credit (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Commitment terminates and
the date on which such Lender ceases to have any such LC Exposure, and (ii) to
the Issuing Lender a fronting fee which shall accrue at a rate per annum as
agreed in writing between XL Capital and the Issuing Lender on the average daily
amount of the LC Exposure in respect of Participated Letters of Credit
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Commitments and the date on which there
ceases to be any such LC Exposure. Participation fees and fronting fees accrued
through and including each Quarterly Date shall be payable on the third Business
Day following such Quarterly Date, commencing on the first such date to occur
after the Effective Date; PROVIDED that all such fees shall be payable on the
date on which the

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 42 -


Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand.

              (e) LC ADMINISTRATIVE FEES. XL Capital agrees to pay to the
Administrative Agent, for its own account, within 10 Business Days after demand
the Administrative Agent's standard administrative fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder.

              (f) ADMINISTRATIVE AGENT FEES. XL Capital agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between XL Capital and the Administrative
Agent.

              (g) PAYMENT AND COMPUTATION OF FEES. All fees payable hereunder
shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, in the case of the fees referred to in
paragraphs (a) through (d) of this Section, to the Lenders entitled thereto.
Fees paid shall not be refundable under any circumstances. All fees payable
under paragraphs (a) through (d) of this Section shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

              SECTION 2.15. INTEREST.

              (a) ABR LOANS. The Loans constituting each ABR Borrowing shall
bear interest at a rate per annum equal to the Alternate Base Rate PLUS the
Applicable Additional Margin, if any.

              (b) EURODOLLAR LOANS. The Loans constituting each Eurodollar
Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO
Rate for the Interest Period for such Borrowing PLUS the Applicable Margin PLUS
the Applicable Additional Margin, if any.

              (c) DEFAULT INTEREST. Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee or other amount payable (other
that in respect of any LC Disbursement under Sections 2.03(d), 2.04(j), and
2.05(i)) by the Account Parties hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, 2% PLUS the rate otherwise applicable
to such Loan as provided above or (ii) in the case of any other amount, 2% PLUS
the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

              (d) PAYMENT OF INTEREST. Accrued interest on each Loan shall be
payable by the applicable Account Party in arrears on each Interest Payment Date
for such Loan and upon the date the Commitments terminate; PROVIDED that (x)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (y) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Loan prior to the Commitment Termination Date), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (z) in the event of any conversion of any
Eurodollar Borrowing

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 43 -


prior to the end of the Interest Period therefor, accrued interest on such
Borrowing shall be payable on the effective date of such conversion.

              (e) COMPUTATION. All interest hereunder shall be computed on the
basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Alternate
Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

              SECTION 2.16. ALTERNATE RATE OF INTEREST. If prior to the
commencement of the Interest Period for any Eurodollar Borrowing:

              (a) the Administrative Agent determines in good faith (which
       determination shall be conclusive absent manifest error) that adequate
       and reasonable means do not exist for ascertaining the Adjusted LIBO Rate
       for such Interest Period; or

              (b) the Administrative Agent is advised by the Required Lenders
       (acting in good faith) that the Adjusted LIBO Rate for such Interest
       Period will not adequately and fairly reflect the cost to such Lenders of
       making or maintaining their respective Loans included in such Borrowing
       for such Interest Period;

then the Administrative Agent shall give notice thereof to XL Capital and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies XL Capital and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or the
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and such Borrowing (unless prepaid) shall be continued as, or converted to, an
ABR Borrowing and (ii) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as an ABR Borrowing.

              SECTION 2.17. INCREASED COSTS.

              (a) INCREASED COSTS GENERALLY. If any Change in Law shall:

              (i) impose, modify or deem applicable any reserve, special deposit
       or similar requirement against assets of, deposits with or for account
       of, or credit extended by, any Lender (except any such reserve
       requirement reflected in the Adjusted LIBO Rate); or

              (ii) impose on any Lender or the London interbank market any other
       condition affecting this Agreement, any Letter of Credit (or any
       participation therein) or any Eurodollar Loan made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining, or participating in, any Letter of Credit (or
of maintaining any participation therein) or Eurodollar Loan (or of maintaining
its obligation to make any such Loan) or to reduce the

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 44 -


amount of any sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise), then the Account Parties jointly and
severally agree that they will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

              (b) CAPITAL REQUIREMENTS. If any Lender determines that any Change
in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender's capital or on the capital of such Lender's
holding company, if any, as a consequence of this Agreement or the Letters of
Credit issued or participated in, or the Loans made, by such Lender to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Account Parties will pay to such
Lender such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

              (c) CERTIFICATES FROM LENDERS. A certificate of a Lender setting
forth such Lender's good faith determination of the amount or amounts necessary
to compensate such Lender or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to XL
Capital and shall be conclusive absent manifest error. The Account Parties shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof by XL Capital.

              (d) DELAY IN REQUESTS. Failure or delay on the part of any Lender
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's right to demand such compensation; PROVIDED that the Account
Parties shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than 90 days prior to the
date that such Lender notifies XL Capital of the Change in Law giving rise to
such increased costs or reductions and of such Lender's intention to claim
compensation therefor; PROVIDED FURTHER that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 90 day period
referred to above shall be extended to include the period of retroactive effect
thereof.

              (e) APPLICATION TO TAXES. Notwithstanding anything in this Section
to the contrary, this Section shall not apply to Taxes, which shall be governed
solely by Section 2.19.

              SECTION 2.18. BREAK FUNDING PAYMENTS. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period therefor (including as a result of an Event of Default), (b) the
conversion of any Eurodollar Loan other than on the last day of an Interest
Period therefor, (c) the failure to borrow, convert, continue or prepay any Loan
on the date specified in any notice delivered pursuant hereto (regardless of
whether such notice is permitted to be revocable under Section 2.13(b) and is
revoked in accordance herewith), or (d) the assignment as a result of a request
by XL Capital pursuant to Section 2.21(b) of any Eurodollar Loan other than on
the last day of an Interest Period therefor, then, in any such event, the
Account Parties shall compensate each Lender for the loss attributable to such
event. The loss to any Lender attributable to any such event shall be deemed to
be an amount determined by such Lender to be equal to the excess, if any, of (i)
the amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 45 -


the period from the date of such payment, conversion, failure or assignment to
the last day of the then current Interest Period for such Loan (or, in the case
of a failure to borrow, convert or continue, the duration of the Interest Period
that would have resulted from such borrowing, conversion or continuation) if the
interest rate payable on such deposit were equal to the Adjusted LIBO Rate for
such Interest Period, OVER (ii) the amount of interest that such Lender would
earn on such principal amount for such period if such Lender were to invest such
principal amount for such period at the interest rate that would be bid by such
Lender (or an affiliate of such Lender) for Dollar deposits from other banks in
the eurodollar market at the commencement of such period. A certificate of any
Lender setting forth such Lender's good faith determination of any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to XL Capital and shall be conclusive absent manifest error. The
Account Parties shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof by XL Capital.

              SECTION 2.19. TAXES.

              (a) PAYMENTS FREE OF TAXES. Any and all payments by or on account
of any obligation of the Account Parties hereunder shall be made free and clear
of and without deduction for any Indemnified Taxes; PROVIDED that if any Account
Party shall be required to deduct any Indemnified Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Account Party shall make such deductions and
(iii) such Account Party shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

              (b) PAYMENT OF OTHER TAXES BY THE ACCOUNT PARTIES. In addition,
each Account Party shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

              (c) INDEMNIFICATION BY THE ACCOUNT PARTIES. The Account Parties
shall indemnify the Administrative Agent and each Lender, within 10 days after
written demand to XL Capital therefor, for the full amount of any Indemnified
Taxes and Other Taxes (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent or such Lender, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes, as the case may be, were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate setting forth the Administrative Agent's or such Lender's, as the
case may be, good faith determination of the amount of such payment or liability
delivered to XL Capital by a Lender, or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive as between such Lender or
the Administrative Agent, as the case may be, and the Account Parties absent
manifest error.

              (d) EVIDENCE OF PAYMENTS. As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by any Account Party to a Governmental
Authority, XL Capital on behalf of such Account Party shall deliver to the
Administrative Agent the original or

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 46 -


a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

              (e) EXEMPTIONS. Each Lender and the Administrative Agent shall, at
the written request of XL Capital, provide to any Account Party such form,
certification or similar documentation, if any (each duly completed, accurate
and signed) as is currently required by any Account Party Jurisdiction or any
other jurisdiction, or comply with such other requirements, if any, as is
currently applicable in such Account Party Jurisdiction or any other
jurisdiction, in order to obtain an exemption from, or reduced rate of,
deduction, payment or withholding of Indemnified Taxes or Other Taxes to which
such Lender or the Administrative Agent is entitled pursuant to an applicable
tax treaty or the law of such Account Party Jurisdiction or any other
jurisdiction; PROVIDED that XL Capital shall have furnished to such Lender or
the Administrative Agent in a reasonably timely manner copies of such
documentation and notice of such requirements together with applicable
instructions. Upon the reasonable request of XL Capital in writing, each Lender
and the Administrative Agent will provide to XL Capital such form, certification
or similar documentation (each duly completed, accurate and signed) as may in
the future be required by any Account Party Jurisdiction or any other
jurisdiction, or comply with such other requirements, if any, as may be
applicable in such Account Party Jurisdiction or any other jurisdiction in order
to obtain an exemption from, or reduced rate of, deduction, payment or
withholding of Indemnified Taxes or Other Taxes to which such Lender or the
Administrative Agent is entitled pursuant to an applicable tax treaty or the law
of the relevant jurisdiction. The Account Parties shall not be required to pay
additional amount to, or to indemnify, any Lender or the Administrative Agent
under paragraph (a) or (c) of this Section for any Indemnified Taxes or Other
Taxes to the extent such Indemnified Taxes or Other Taxes would not have been
imposed but for the failure by such Lender or the Administrative Agent, as the
case may be, to comply with the foregoing provisions of paragraph (e) of this
Section.

              (f) If the Administrative Agent or a Lender determines, in its
reasonable discretion, that it has received a refund of any Taxes or Other Taxes
as to which it has been indemnified by an Account Party or with respect to which
an Account Party has paid additional amounts pursuant to this Section, it shall
pay over such refund to such Account Party (but only to the extent of indemnity
payments made, or additional amounts paid, by such Account Party under this
Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent or such Lender and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); PROVIDED that such Account Party, upon
the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to such Account Party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This Section shall
not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which
it deems confidential) to any Account Party or any other Person.

              (g) Any Lender that is not a Lender as of the date hereof shall
not be entitled to any greater payment under this Section than such Lender's
assignor was entitled to immediately prior to such assignment (determined taking
into account the provisions of this Section) except to

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 47 -


the extent that the entitlement to a greater payment resulted solely from a
Change in Law formally announced after the date on which such Lender became a
Lender hereunder.

              SECTION 2.20. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS.

              (a) PAYMENTS BY THE ACCOUNT PARTIES. The Account Parties shall
make each payment required to be made by them hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, interest or fees, or under
Section 2.17, 2.18 or 2.19, or otherwise) or under any other Credit Document
(except to the extent otherwise provided therein) prior to 12:00 noon, New York
City time, on the date when due, in immediately available funds, without set-off
or counterclaim; PROVIDED that any payments in respect of Alternative Currency
Letters of Credit shall be made in the manner (including the time and place of
payment) as shall have been separately agreed between the relevant Account Party
and Lender pursuant to Section 2.06. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York, except payments pursuant to
Sections 2.17, 2.18, 2.19 and 10.03, which shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in Dollars.

              (b) APPLICATION OF INSUFFICIENT PAYMENTS. If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, to pay principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such parties.

              (c) PRO RATA TREATMENT. Except to the extent otherwise provided
herein: (i) each reimbursement of LC Disbursements (other than in respect of
Alternative Currency Letters of Credit) shall be made to the Lenders, each
Borrowing shall be made from the Lenders, each payment of fees under Section
2.14 shall be made for account of the relevant Lenders, and each termination or
reduction of the amount of the Commitments under Section 2.11 shall be applied
to the respective Commitments of the Lenders, in each case pro rata according to
the amounts of their respective Commitments (or, in the case of any such
reimbursement or payment after the termination of the Commitments, pro rata
according to the Aggregate Credit Exposure); (ii) each Borrowing shall be
allocated pro rata among the Lenders according to the amounts of their
respective Commitments (in the case of the making of Loans) or their respective
Loans that are to be included in such Borrowing (in the case of conversions and
continuations of Loans); (iii) each payment or prepayment of principal of Loans
by any Account Party shall be made for account of the Lenders pro rata according
to the respective unpaid principal amounts of the

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 48 -


Loans of such Account Party; and (iv) each payment of interest on Loans by an
Account Party shall be made for account of the Lenders pro rata according to the
amounts of interest on such Loans then due and payable thereunder.

              (d) SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by
exercising any right of set-off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans or LC Disbursements
(other than with respect to Alternative Currency Letters of Credit) resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans and/or LC Disbursements (other than with respect to Alternative
Currency Letters of Credit) and accrued interest thereon then due than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
and/or LC Disbursements (other than with respect to Alternative Currency Letters
of Credit) of other Lenders to the extent necessary so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans
and/or LC Disbursements (other than with respect to Alternative Currency Letters
of Credit); PROVIDED that (i) if any such participations are purchased and all
or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by any Account Party
pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or LC Disbursements to any assignee or
participant, other than to any Account Party or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). Each Account
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Account Party rights of
set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such Account Party in the amount of such
participation.

              (e) PRESUMPTIONS OF PAYMENT. Unless the Administrative Agent shall
have received notice from an Account Party prior to the date on which any
payment is due to the Administrative Agent for account of the relevant Lenders
hereunder that such Account Party will not make such payment, the Administrative
Agent may assume that such Account Party has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
relevant Lenders the amount due. In such event, if the relevant Account Party
has not in fact made such payment, then each of the Lenders severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Federal Funds Effective Rate.

              (f) CERTAIN DEDUCTIONS BY THE ADMINISTRATIVE AGENT. If any Lender
shall fail to make any payment required to be made by it pursuant to Section
2.20(e), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 49 -


              SECTION 2.21. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

              (a) DESIGNATION OF A DIFFERENT LENDING OFFICE. If any Lender
requests compensation under Section 2.17, or if any Account Party is required to
pay any additional amount or indemnification payment to any Lender or any
Governmental Authority for account of any Lender pursuant to Section 2.19, then
such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans and/or Letters of Credit hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
Affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.17 or 2.19, as the case may be, in the future and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. Each Account Party hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

              (b) REPLACEMENT OF LENDERS. If any Lender requests compensation
under Section 2.17, or if any Account Party is required to pay any additional
amount to any Lender or any Governmental Authority for account of any Lender
pursuant to Section 2.19, or if any Lender defaults in its obligation to fund
Loans or to make LC Disbursements hereunder, or if any Lender ceases to be a
NAIC Approved Bank, then XL Capital may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee selected by XL Capital that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); PROVIDED that (i) XL Capital shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and/or LC Disbursements,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the relevant Account Party (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.17 or payments required to be made
pursuant to Section 2.19, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the relevant Account Party to
require such assignment and delegation cease to apply.


                                   ARTICLE III

                                    GUARANTEE

              SECTION 3.01. THE GUARANTEE. Each Guarantor hereby jointly and
severally guarantees to each Lender and the Administrative Agent and their
respective successors and assigns the prompt payment in full when due (whether
at stated maturity, by acceleration or otherwise) of the principal of and
interest on the Loans and LC Disbursements (and interest

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 50 -


thereon) made by the Lenders to each of the Account Parties (other than such
Guarantor in its capacity as an Account Party hereunder) and all other amounts
from time to time owing to the Lenders or the Administrative Agent by such
Account Parties under this Agreement, in each case strictly in accordance with
the terms thereof (such obligations being herein collectively called the
"GUARANTEED OBLIGATIONS"). Each Guarantor hereby further jointly and severally
agrees that if any Account Party (other than such Guarantor in its capacity as
an Account Party hereunder) shall fail to pay in full when due (whether at
stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, such Guarantor will promptly pay the same, without any demand or
notice whatsoever, and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations, the same will be promptly paid in
full when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.

              SECTION 3.02. OBLIGATIONS UNCONDITIONAL. The obligations of the
Guarantors under Section 3.01 are absolute and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability
of the obligations of the Account Parties under this Agreement or any other
agreement or instrument referred to herein or therein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Guaranteed Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Article that the obligations of the Guarantors
hereunder shall be absolute and unconditional, joint and several, under any and
all circumstances. Without limiting the generality of the foregoing, it is
agreed that the occurrence of any one or more of the following shall not alter
or impair the liability of the Guarantors hereunder, which shall remain absolute
and unconditional as described above:

              (i)    at any time or from time to time, without notice to the
       Guarantors, the time for any performance of or compliance with any of the
       Guaranteed Obligations shall be extended, or such performance or
       compliance shall be waived;

              (ii)   any of the acts mentioned in any of the provisions of this
       Agreement or any other agreement or instrument referred to herein shall
       be done or omitted; or

              (iii)  the maturity of any of the Guaranteed Obligations shall be
       accelerated, or any of the Guaranteed Obligations shall be modified,
       supplemented or amended in any respect, or any right under this Agreement
       or any other agreement or instrument referred to herein shall be waived
       or any other guarantee of any of the Guaranteed Obligations or any
       security therefor shall be released or exchanged in whole or in part or
       otherwise dealt with.

The Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent or any Lender exhaust any right, power or remedy or proceed against any
Account Party under this Agreement or any other agreement or instrument referred
to herein, or against any other Person under any other guarantee of, or security
for, any of the Guaranteed Obligations.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 51 -


              SECTION 3.03. REINSTATEMENT. The obligations of the Guarantors
under this Article shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of any Account Party in respect of
the Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and the Guarantors
jointly and severally agree that they will indemnify the Administrative Agent
and each Lender on demand for all reasonable costs and expenses (including
reasonable fees of counsel) incurred by the Administrative Agent or such Lender
in connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

              SECTION 3.04. SUBROGATION. The Guarantors hereby jointly and
severally agree that until the payment and satisfaction in full of all
Guaranteed Obligations and the expiration and termination of the Commitments
they shall not exercise any right or remedy arising by reason of any performance
by them of their guarantee in Section 3.01, whether by subrogation or otherwise,
against any Account Party or any other guarantor of any of the Guaranteed
Obligations or any security for any of the Guaranteed Obligations.

              SECTION 3.05. REMEDIES. The Guarantors jointly and severally agree
that, as between the Guarantors and the Lenders, the obligations of the Account
Parties under this Agreement may be declared to be forthwith due and payable as
provided in Article VIII (and shall be deemed to have become automatically due
and payable in the circumstances provided in Article VIII) for purposes of
Section 3.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due
and payable) as against any Account Party and that, in the event of such
declaration (or such obligations being deemed to have become automatically due
and payable), such obligations (whether or not due and payable by any Account
Party) shall forthwith become due and payable by the Guarantors for purposes of
Section 3.01.

              SECTION 3.06. CONTINUING GUARANTEE. The guarantee in this Article
is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

              SECTION 3.07. RIGHTS OF CONTRIBUTION. The Guarantors (other than
XL Capital) hereby agree, as between themselves, that if any such Guarantor
shall become an Excess Funding Guarantor (as defined below) by reason of the
payment by such Guarantor of any Guaranteed Obligations, each other Guarantor
(other than XL Capital) shall, on demand of such Excess Funding Guarantor (but
subject to the next sentence), pay to such Excess Funding Guarantor an amount
equal to such Guarantor's Pro Rata Share (as defined below and determined, for
this purpose, without reference to the properties, debts and liabilities of such
Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of
such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess
Funding Guarantor under this Section shall be subordinate and subject in right
of payment to the prior payment in full of the obligations of such Guarantor
under the other provisions of this Article III and such Excess Funding Guarantor
shall not exercise any right or remedy with respect to such excess until payment
and satisfaction in full of all of such obligations.

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 52 -


              For purposes of this Section, (i) "EXCESS FUNDING GUARANTOR"
means, in respect of any Guaranteed Obligations, a Guarantor that has paid an
amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii)
"EXCESS PAYMENT" means, in respect of any Guaranteed Obligations, the amount
paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such
Guaranteed Obligations and (iii) "PRO RATA SHARE" means, for any Guarantor, the
ratio (expressed as a percentage) of (x) the amount by which the aggregate
present fair saleable value of all properties of such Guarantor (excluding any
shares of stock of any other Guarantor) exceeds the amount of all the debts and
liabilities of such Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder and any obligations of any other Guarantor that have been Guaranteed
by such Guarantor) to (y) the amount by which the aggregate fair saleable value
of all properties of all of the Guarantors (other than XL Capital) exceeds the
amount of all the debts and liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities, but excluding the obligations of the
Guarantors under this Article III) of all of the Guarantors (other than XL
Capital), determined (A) with respect to any Guarantor that is a party hereto on
the date hereof, as of the date hereof, and (B) with respect to any other
Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

              SECTION 3.08. GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any
action or proceeding involving any corporate law, or any bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, if the
obligations of any Guarantor under Section 3.01 would otherwise, taking into
account the provisions of Section 3.07, be held or determined to be void,
invalid or unenforceable, or subordinated to the claims of any other creditors,
on account of the amount of its liability under Section 3.01, then,
notwithstanding any other provision hereof to the contrary, the amount of such
liability shall, without any further action by such Guarantor, any Lender, the
Administrative Agent or any other Person, be automatically limited and reduced
to the highest amount that is valid and enforceable and not subordinated to the
claims of other creditors as determined in such action or proceeding.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

              Each Account Party represents and warrants to the Lenders that:

              SECTION 4.01. ORGANIZATION; POWERS. Such Account Party and each of
its Significant Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

              SECTION 4.02. AUTHORIZATION; ENFORCEABILITY. The Transactions are
within such Account Parties' corporate powers and have been duly authorized by
all necessary corporate and, if required, by all necessary shareholder action.
This Agreement has been duly executed and

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 53 -


delivered by such Account Party and constitutes a legal, valid and binding
obligation of such Account Party, enforceable against such Account Party in
accordance with its terms, except as such enforceability may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium, examination or similar laws
of general applicability affecting the enforcement of creditors' rights and (b)
the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

              SECTION 4.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The
Transactions (a) do not require any consent or approval of (including any
exchange control approval), registration or filing with, or any other action by,
any Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or regulation or
the charter, by-laws or other organizational documents of such Account Party or
any of its Significant Subsidiaries or any order of any Governmental Authority,
(c) will not violate or result in a default under any material indenture,
agreement or other instrument binding upon such Account Party or any of its
Significant Subsidiaries or assets, or give rise to a right thereunder to
require any payment to be made by any such Person, and (d) will not result in
the creation or imposition of any Lien on any asset of such Account Party or any
of its Significant Subsidiaries.

              SECTION 4.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.

              (a) FINANCIAL CONDITION. Such Account Party has heretofore
furnished to the Lenders the consolidated balance sheet and statements of
income, stockholders' equity and cash flows of such Account Party and its
consolidated Subsidiaries (A) as of and for the fiscal year ended December 31,
2003, reported on by PricewaterhouseCoopers LLP, independent public accountants
(as provided in XL Capital's Report on Form 10-K filed with the SEC for the
fiscal year ended December 31, 2003), and (B) as of and for the fiscal quarter
ended March 31, 2004, as provided in XL Capital's Report on Form 10-Q filed with
the SEC for the fiscal quarter ended March 31, 2004. Such financial statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of such Account Party and its respective consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP or
(in the case of XL Insurance or XL Re) SAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the statements referred
to in clause (B) of the first sentence of this paragraph.

              (b) NO MATERIAL ADVERSE CHANGE. Since December 31, 2003, there has
been no material adverse change in the assets, business, financial condition or
operations of such Account Party and its Subsidiaries, taken as a whole.

              SECTION 4.05. PROPERTIES.

              (a) PROPERTY GENERALLY. Such Account Party and each of its
Significant Subsidiaries has good title to, or valid leasehold interests in, all
its real and personal property material to its business, subject only to Liens
permitted by Section 7.03 and except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 54 -


              (b) INTELLECTUAL PROPERTY. Such Account Party and each of its
Significant Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its
business, and the use thereof by such Account Party and its Subsidiaries does
not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

              SECTION 4.06. LITIGATION AND ENVIRONMENTAL MATTERS.

              (a) ACTIONS, SUITS AND PROCEEDINGS. Except as disclosed in
Schedule III or as routinely encountered in claims activity, there are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority now pending against or, to the knowledge of such Account Party,
threatened against or affecting such Account Party or any of its Subsidiaries
(i) as to which there is a reasonable possibility of an adverse determination
and that could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect or (ii) that involve this Agreement or the
Transactions.

              (b) ENVIRONMENTAL MATTERS. Except as disclosed in Schedule IV and
except with respect to any other matters that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, neither
such Account Party nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required for its business under any Environmental Law, (ii) has
incurred any Environmental Liability, (iii) has received notice of any claim
with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

              SECTION 4.07. COMPLIANCE WITH LAWS AND AGREEMENTS. Such Account
Party and each of its Subsidiaries is in compliance with all laws, regulations
and orders of any Governmental Authority applicable to it or its property and
all indentures, agreements and other instruments binding upon it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.

              SECTION 4.08. INVESTMENT AND HOLDING COMPANY STATUS. Such Account
Party is not (a) an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940 or (b) a "holding company" as defined
in, or subject to regulation under, the Public Utility Holding Company Act of
1935.

              SECTION 4.09. TAXES. Such Account Party and each of its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which such Person has set aside on its books
adequate reserves or (b) to the extent that the failure to file any such Tax
return or pay any such Taxes could not reasonably be expected to result in a
Material Adverse Effect.

              SECTION 4.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 55 -


is reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect. The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by an amount that could reasonably be
expected to result in a Material Adverse Effect.

              Except as could not reasonably be expected to result in a Material
Adverse Effect, (i) all contributions required to be made by any Account Party
or any of their Subsidiaries with respect to a Non-U.S. Benefit Plan have been
timely made, (ii) each Non-U.S. Benefit Plan has been maintained in compliance
with its terms and with the requirements of any and all applicable laws and has
been maintained, where required, in good standing with the applicable
Governmental Authority and (iii) neither any Account Party nor any of their
Subsidiaries has incurred any obligation in connection with the termination or
withdrawal from any Non-U.S. Benefit Plan.

              SECTION 4.11. DISCLOSURE. The reports, financial statements,
certificates or other information furnished by such Account Party to the Lenders
in connection with the negotiation of this Agreement or delivered hereunder
(taken as a whole) do not contain any material misstatement of fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; PROVIDED that,
with respect to projected financial information, such Account Party represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

              SECTION 4.12. USE OF CREDIT. Neither such Account Party nor any of
its Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose, whether immediate,
incidental or ultimate, of buying or carrying Margin Stock, and no Letter of
Credit will be used in connection with buying or carrying any Margin Stock. No
part of the proceeds of any Loan hereunder will be used to buy or carry any
Margin Stock (except for repurchases of the capital stock of XL Capital and
purchases of Margin Stock in accordance with XL Capital's Statement of
Investment Policy Objectives and Guidelines as in effect on the date hereof or
as it may be changed from time to time by a resolution duly adopted by the board
of directors of XL Capital (or any committee thereof)). The purchase of any
Margin Stock with the proceeds of any Loan will not be in violation of
Regulation U or X of the Board and, after applying the proceeds of such Loan,
not more than 25% of the value of the assets of XL Capital and its Subsidiaries
taken as a whole consists or will consist of Margin Stock.

              SECTION 4.13. SUBSIDIARIES. Set forth in Schedule V is a complete
and correct list of all of the Subsidiaries of XL Capital as of March 31, 2004,
together with, for each such Subsidiary, (i) the jurisdiction of organization of
such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary
and (iii) the percentage of ownership of such Subsidiary represented by such
ownership interests. Except as disclosed in Schedule V, (x) each of XL Capital
and its Subsidiaries owns, free and clear of Liens, and has the unencumbered
right to vote, all outstanding ownership interests in each Person shown to be
held by it in Schedule V, (y) all of the issued and outstanding capital stock of
each such Person organized as a corporation

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 56 -


is validly issued, fully paid and nonassessable and (z) except as disclosed in
filings of XL Capital with the SEC prior to the date hereof, there are no
outstanding Equity Rights with respect to any Account Party.

              SECTION 4.14. WITHHOLDING TAXES. Based upon information with
respect to each Lender provided by each Lender to the Administrative Agent, as
of the date hereof, the payment of the LC Disbursements and interest thereon,
principal of and interest on the Loans, the fees under Section 2.14 and all
other amounts payable hereunder will not be subject, by withholding or
deduction, to any Indemnified Taxes imposed by Bermuda or the Cayman Islands.

              SECTION 4.15. STAMP TAXES. To ensure the legality, validity,
enforceability or admissibility in evidence of this Agreement or any promissory
notes evidencing Loans made (or to be made), it is not necessary, as of the date
hereof, that this Agreement or such promissory notes or any other document be
filed or recorded with any Governmental Authority in Bermuda or the Cayman
Islands, or that any stamp or similar tax be paid on or in respect of this
Agreement in any such jurisdiction, or such promissory notes or any other
document other than such filings and recordations that have already been made
and such stamp or similar taxes that have been paid.

              SECTION 4.16. LEGAL FORM. Each of this Agreement and any
promissory notes evidencing Loans made (or to be made) is in proper legal form
under the laws of any Account Party Jurisdiction for the admissibility thereof
in the courts of such Account Party Jurisdiction.


                                    ARTICLE V

                                   CONDITIONS

              SECTION 5.01. EFFECTIVE DATE. The obligations of the Lenders (or
the Issuing Lender, as the case may be) to issue or continue Letters of Credit
and to make Loans hereunder are subject to the receipt by the Administrative
Agent of each of the following documents, each of which shall be satisfactory to
the Administrative Agent (and to the extent specified below, to each Lender) in
form and substance (or such condition shall have been waived in accordance with
Section 10.02):

              (a) EXECUTED COUNTERPARTS. From each party hereto either (i) a
       counterpart of this Agreement signed on behalf of such party or (ii)
       written evidence satisfactory to the Administrative Agent (which may
       include telecopy transmission of a signed signature page to this
       Agreement) that such party has signed a counterpart of this Agreement.

              (b) OPINIONS OF COUNSEL TO THE OBLIGORS. Opinions, each dated the
       Effective Date, of (i) Paul S. Giordano, Esq., counsel to XL Capital,
       substantially in the form of Exhibit B-1, (ii) Charles R. Barr, Esq.,
       counsel to XL America, substantially in the form of Exhibit B-2, (iii)
       Cahill Gordon & Reindel LLP, special U.S. counsel for the Obligors,
       substantially in the form of Exhibit B-3, (iv) Conyers, Dill & Pearman,
       special Bermuda counsel to XL Insurance and XL Re, substantially in the
       form of Exhibit B-4 and (v)

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 57 -


       Appleby Spurling Hunter, special Cayman Islands counsel to XL Capital,
       substantially in the form of Exhibit B-5.

              (c) OPINION OF SPECIAL NEW YORK COUNSEL TO JPMCB. An opinion,
       dated the Effective Date, of Milbank, Tweed, Hadley & McCloy LLP, special
       New York counsel to JPMCB, substantially in the form of Exhibit C (and
       JPMCB hereby instructs such counsel to deliver such opinion to the
       Lenders).

              (d) CORPORATE DOCUMENTS. Such documents and certificates as the
       Administrative Agent or its counsel may reasonably request relating to
       the organization, existence and good standing, if applicable, of the
       Obligors, the authorization of the Transactions and any other legal
       matters relating to the Obligors, this Agreement or the Transactions, all
       in form and substance reasonably satisfactory to the Administrative Agent
       and its counsel.

              (e) OFFICER'S CERTIFICATE. A certificate, dated the Effective Date
       and signed by the President, a Vice President or a Financial Officer of
       XL Capital, confirming compliance with the conditions set forth in the
       lettered clauses of the first sentence of Section 5.02.

              (f) EXISTING CREDIT AGREEMENT; EXISTING LETTERS OF CREDIT.
       Evidence that (i) the Account Parties shall have paid in full all
       principal of and interest accrued on the loans and reimbursement
       obligations under the Existing Credit Agreement and all fees, expenses
       and other amounts owing by the Account Parties thereunder, (ii) the
       Commitments under (and as defined in) the Existing Credit Agreement) have
       terminated. In addition, the Administrative Agent shall have (i) received
       a notice satisfactory to the Administrative Agent from XL Capital
       designating whether any of the Syndicated Letters of Credit,
       Non-Syndicated Letters of Credit and/or Participated Letters of Credit
       under (and as defined in) the Existing Credit Agreement outstanding
       immediately prior to the Effective Date are to be continued under this
       Agreement and (ii) with respect to each such Non-Syndicated Letters of
       Credit to be continued hereunder, evidence that such Non-Syndicated
       Letters of Credit shall have been either amended in the manner
       contemplated by Section 2.04(l) or replaced with one or more
       Non-Syndicated Letters of Credit in favor of the relevant beneficiary
       issued by the Lenders having Commitments hereunder as of the Effective
       Date (or arrangements satisfactory to the Administrative Agent for such
       amendment or replacement, as applicable, as promptly as practicable
       following the Effective Date shall have been made).

              (g) OTHER DOCUMENTS. Such other documents as the Administrative
       Agent or any Lender or special New York counsel to JPMCB may reasonably
       request.

              The obligation of any Lender to make its initial extension of
credit hereunder is also subject to the payment by XL Capital of such fees as XL
Capital shall have agreed to pay to any Lender or the Administrative Agent in
connection herewith, including the reasonable fees and expenses of Milbank,
Tweed, Hadley & McCloy LLP, special New York counsel to JPMCB, in connection
with the negotiation, preparation, execution and delivery of this Agreement and
the other Credit Documents and the extensions of credit hereunder (to the extent
that reasonably detailed statements for such fees and expenses have been
delivered to XL Capital).

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 58 -


              The Administrative Agent shall notify the Account Parties and the
Lenders of the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders (or the Issuing
Lender, as the case may be) to issue or continue, Letters of Credit or to make
Loans hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 10.02) at or prior to
5:00 p.m., New York City time, on June 23, 2004 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).

              SECTION 5.02. EACH CREDIT EVENT. The obligation of each Lender to
issue, continue, amend, renew or extend any Letter of Credit or to make any Loan
is additionally subject to the satisfaction of the following conditions:

              (a) the representations and warranties of the Obligors set forth
       in this Agreement (other than, at any time after the Effective Date, in
       Section 4.04(b)) shall be true and correct on and as of the date of
       issuance, continuation, amendment, renewal or extension of such Letter of
       Credit or the date of such Loan, as applicable (or, if any such
       representation or warranty is expressly stated to have been made as of a
       specific date, as of such specific date);

              (b) at the time of and immediately after giving effect to the
       issuance, amendment, renewal or extension of such Letter of Credit or
       such Loan, as applicable, no Default shall have occurred and be
       continuing; and

              (c) in the case of any Alternative Currency Letter of Credit,
       receipt by the Administrative Agent of a request for offers as required
       by Section 2.06(a).

Each issuance, continuation, amendment, renewal or extension of a Letter of
Credit and each Borrowing shall be deemed to constitute a representation and
warranty by the Obligors on the date thereof as to the matters specified in
clauses (a) and (b) of the immediately preceding sentence.


                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

              Until the Commitments have expired or been terminated, the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Account Parties covenant
and agree with the Lenders that:

              SECTION 6.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. Each
Account Party will furnish to the Administrative Agent and each Lender:

              (a) within 135 days after the end of each fiscal year of each
       Account Party except for XL America (but in the case of XL Capital,
       within 100 days after the end of each fiscal year of XL Capital), the
       audited consolidated balance sheet and related statements

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 59 -


       of operations, stockholders' equity and cash flows of such Account Party
       and its consolidated Subsidiaries as of the end of and for such year,
       setting forth in each case in comparative form the figures for the
       previous fiscal year (if such figures were already produced for such
       corresponding period or periods) (it being understood that delivery to
       the Lenders of XL Capital's Report on Form 10-K filed with the SEC shall
       satisfy the financial statement delivery requirements of this paragraph
       (a) to deliver the annual financial statements of XL Capital so long as
       the financial information required to be contained in such Report is
       substantially the same as the financial information required under this
       paragraph (a)), all reported on by independent public accountants of
       recognized national standing (without a "going concern" or like
       qualification or exception and without any qualification or exception as
       to the scope of such audit) to the effect that such consolidated
       financial statements present fairly in all material respects the
       financial condition and results of operations of such Account Party and
       its consolidated Subsidiaries on a consolidated basis in accordance with
       GAAP or (in the case of XL Insurance and XL Re) SAP, as the case may be,
       consistently applied;

              (b) by June 15 of each year, (i) an unaudited consolidated balance
       sheet and related statements of operations, stockholders' equity and cash
       flows of XL America and its consolidated Subsidiaries as of the end of
       and for the immediately preceding fiscal year, setting forth in each case
       in comparative form the figures for the previous fiscal year (if such
       figures were already produced for such corresponding period or periods),
       all certified by a Financial Officer of XL America as presenting fairly
       in all material respects the financial condition and results of
       operations of XL America and its consolidated Subsidiaries on a
       consolidated basis in accordance with GAAP consistently applied, subject
       to normal year-end audit adjustments and the absence of footnotes, and
       (ii) audited statutory financial statements for each Insurance Subsidiary
       of XL America reported on by independent public accountants of recognized
       national standing (without a "going concern" or like qualification or
       exception and without any qualification or exception as to the scope of
       such audit) to the effect that such audited consolidated financial
       statements present fairly in all material respects the financial
       condition and results of operations of such Insurance Subsidiaries in
       accordance with SAP, consistently applied;

              (c) within 60 days after the end of each of the first three fiscal
       quarters of each fiscal year of such Account Party, the consolidated
       balance sheet and related statements of operations, stockholders' equity
       and cash flows of such Account Party and its consolidated Subsidiaries as
       of the end of and for such fiscal quarter and the then elapsed portion of
       the fiscal year, setting forth in each case in comparative form the
       figures for (or, in the case of the balance sheet, as of the end of) the
       corresponding period or periods of the previous fiscal year (if such
       figures were already produced for such corresponding period or periods),
       all certified by a Financial Officer of such Account Party as presenting
       fairly in all material respects the financial condition and results of
       operations of such Account Party and its consolidated Subsidiaries on a
       consolidated basis in accordance with GAAP or (in the case of XL
       Insurance and XL Re) SAP, as the case may be, consistently applied,
       subject to normal year-end audit adjustments and the absence of footnotes
       (it being understood that delivery to the Lenders of XL Capital's Report
       on

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 60 -


       Form 10-Q filed with the SEC shall satisfy the financial statement
       delivery requirements of this paragraph (c) to deliver the quarterly
       financial statements of XL Capital so long as the financial information
       required to be contained in such Report is substantially the same as the
       financial information required under this paragraph (c));

              (d) concurrently with any delivery of financial statements under
       clause (a), (b) or (c) of this Section, a certificate signed on behalf of
       each Account Party by a Financial Officer (i) certifying as to whether a
       Default has occurred and, if a Default has occurred, specifying the
       details thereof and any action taken or proposed to be taken with respect
       thereto, (ii) setting forth reasonably detailed calculations
       demonstrating compliance with Sections 7.03, 7.05, 7.06 and 7.07 and
       (iii) stating whether any change in GAAP or (in the case of XL Insurance,
       XL Re and any Insurance Subsidiary of XL America) SAP or in the
       application thereof has occurred since the date of the audited financial
       statements referred to in Section 4.04 and, if any such change has
       occurred, specifying any material effect of such change on the financial
       statements accompanying such certificate;

              (e) concurrently with any delivery of financial statements under
       clauses (a) and (b)(ii) of this Section, a certificate of the accounting
       firm that reported on such financial statements stating whether they
       obtained knowledge during the course of their examination of such
       financial statements of any Default (which certificate may be limited to
       the extent required by accounting rules or guidelines);

              (f) promptly after the same become publicly available, copies of
       all periodic and other reports, proxy statements and other materials
       filed by such Account Party or any of its respective Subsidiaries with
       the SEC, or any Governmental Authority succeeding to any or all of the
       functions of said Commission, or with any U.S. or other securities
       exchange, or distributed by such Account Party to its shareholders
       generally, as the case may be;

              (g) concurrently with any delivery of financial statements under
       clause (a), (b) or (c) of this Section, a certificate of a Financial
       Officer of XL Capital, setting forth on a consolidated basis for XL
       Capital and its consolidated Subsidiaries as of the end of the fiscal
       year or quarter to which such certificate relates (i) the aggregate book
       value of assets which are subject to Liens permitted under Section
       7.03(h) and the aggregate book value of liabilities which are subject to
       Liens permitted under Section 7.03(h)(it being understood that the
       reports required by paragraphs (a), (b) and (c) of this Section shall
       satisfy the requirement of this clause (i) of this paragraph (g) if such
       reports set forth separately, in accordance with GAAP, line items
       corresponding to such aggregate book values) and (ii) a calculation
       showing the portion of each of such aggregate amounts which portion is
       attributable to transactions among wholly-owned Subsidiaries of XL
       Capital;

              (h) within 90 days after the end of each of the first three fiscal
       quarters of each fiscal year and within 135 days after the end of each
       fiscal year of XL Capital (commencing with the fiscal year ending
       December 31, 2004), a statement of a Financial Officer of XL Capital
       listing, as of the end of the immediately preceding fiscal quarter

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 61 -


       of XL Capital, the amount of cash and the securities of the Account
       Parties and their Subsidiaries that have been posted as collateral under
       Section 7.03(f); and

              (i) promptly following any request therefor, such other
       information regarding the operations, business affairs and financial
       condition of XL Capital or any of its Subsidiaries, or compliance with
       the terms of this Agreement, as the Administrative Agent or any Lender
       may reasonably request.

              SECTION 6.02. NOTICES OF MATERIAL EVENTS. Each Account Party will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

              (a) the occurrence of any Default; and

              (b) any event or condition constituting, or which could reasonably
       be expected to have a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the relevant Account Party
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken by such Account Party with respect
thereto.

              SECTION 6.03. PRESERVATION OF EXISTENCE AND FRANCHISES. Each
Account Party will, and will cause each of its Significant Subsidiaries to,
maintain its corporate existence and its material rights and franchises in full
force and effect in its jurisdiction of incorporation; PROVIDED that the
foregoing shall not prohibit any merger or consolidation permitted under Section
7.01. Each Account Party will, and will cause each of its Subsidiaries to,
qualify and remain qualified as a foreign corporation in each jurisdiction in
which failure to receive or retain such qualification would have a Material
Adverse Effect.

              SECTION 6.04. INSURANCE. Each Account Party will, and will cause
each of its Significant Subsidiaries to, maintain with financially sound and
reputable insurers, insurance with respect to its properties in such amounts as
is customary in the case of corporations engaged in the same or similar
businesses having similar properties similarly situated.

              SECTION 6.05. MAINTENANCE OF PROPERTIES. Each Account Party will,
and will cause each of its Subsidiaries to, maintain or cause to be maintained
in good repair, working order and condition the properties now or hereafter
owned, leased or otherwise possessed by and used or useful in its business and
will make or cause to be made all needful and proper repairs, renewals,
replacements and improvements thereto so that the business carried on in
connection therewith may be properly conducted at all times except if the
failure to do so would not have a Material Adverse Effect, PROVIDED, HOWEVER,
that the foregoing shall not impose on such Account Party or any Subsidiary of
such Account Party any obligation in respect of any property leased by such
Account Party or such Subsidiary in addition to such Account Party's obligations
under the applicable document creating such Account Party's or such Subsidiary's
lease or tenancy.

              SECTION 6.06. PAYMENT OF TAXES AND OTHER POTENTIAL CHARGES AND
PRIORITY

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 62 -


CLAIMS; PAYMENT OF OTHER CURRENT LIABILITIES. Each Account Party will, and will
cause each of its Subsidiaries to, pay or discharge:

              (a) on or prior to the date on which penalties attach thereto, all
       taxes, assessments and other governmental charges or levies imposed upon
       it or any of its properties or income;

              (b) on or prior to the date when due, all lawful claims of
       materialmen, mechanics, carriers, warehousemen, landlords and other like
       Persons which, if unpaid, might result in the creation of a Lien upon any
       such property; and

              (c) on or prior to the date when due, all other lawful claims
       which, if unpaid, might result in the creation of a Lien upon any such
       property (other than Liens not forbidden by Section 7.03) or which, if
       unpaid, might give rise to a claim entitled to priority over general
       creditors of such Account Party or such Subsidiary in any proceeding
       under the Bermuda Companies Law or Bermuda Insurance Law, or any
       insolvency proceeding, liquidation, receivership, rehabilitation,
       dissolution or winding-up involving such Account Party or such
       Subsidiary;

PROVIDED that unless and until foreclosure, distraint, levy, sale or similar
proceedings shall have been commenced, such Account Party or such Subsidiary
need not pay or discharge any such tax, assessment, charge, levy or claim (i) so
long as the validity thereof is contested in good faith and by appropriate
proceedings diligently conducted and so long as such reserves or other
appropriate provisions as may be required by GAAP or SAP, as the case may be,
shall have been made therefor or (ii) so long as such failure to pay or
discharge would not have a Material Adverse Effect.

              SECTION 6.07. FINANCIAL ACCOUNTING PRACTICES. Such Account Party
will, and will cause each of its consolidated Subsidiaries to, make and keep
books, records and accounts which, in reasonable detail, accurately and fairly
reflect its transactions and dispositions of its assets and maintain a system of
internal accounting controls sufficient to provide reasonable assurances that
transactions are recorded as necessary to permit preparation of financial
statements required under Section 6.01 in conformity with GAAP and SAP, as
applicable, and to maintain accountability for assets.

              SECTION 6.08. COMPLIANCE WITH APPLICABLE LAWS. Each Account Party
will, and will cause each of its Subsidiaries to, comply with all applicable
Laws (including but not limited to the Bermuda Companies Law and Bermuda
Insurance Laws) in all respects; PROVIDED that such Account Party or any
Subsidiary of such Account Party will not be deemed to be in violation of this
Section as a result of any failure to comply with any such Law which would not
(i) result in fines, penalties, injunctive relief or other civil or criminal
liabilities which, in the aggregate, would have a Material Adverse Effect or
(ii) otherwise impair the ability of such Account Party to perform its
obligations under this Agreement.

              SECTION 6.09. USE OF LETTERS OF CREDIT AND PROCEEDS. No part of
the proceeds of any Loan and no Letter of Credit will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations U and X.

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 63 -


Each Account Party will use the Letters of Credit issued for its account
hereunder in the ordinary course of business of, and will use the proceeds of
all Loans made to it for the general corporate purposes of, such Account Party
and its Affiliates. For the avoidance of doubt, the parties agree that any
Account Party may apply for a Letter of Credit hereunder to support the
obligations of any Affiliate of XL Capital, it being understood that such
Account Party shall nonetheless remain the account party and as such be liable
with respect to such Letter of Credit.

              SECTION 6.10. CONTINUATION OF AND CHANGE IN BUSINESSES. Each
Account Party and its Significant Subsidiaries will continue to engage in
substantially the same business or businesses it engaged in (or proposes to
engage in) on the date of this Agreement and businesses related or incidental
thereto.

              SECTION 6.11. VISITATION. Each Account Party will permit such
Persons as any Lender may reasonably designate to visit and inspect any of the
properties of such Account Party, to discuss its affairs with its financial
management, and provide such other information relating to the business and
financial condition of such Account Party at such times as such Lender may
reasonably request. Each Account Party hereby authorizes its financial
management to discuss with any Lender the affairs of such Account Party.


                                   ARTICLE VII

                               NEGATIVE COVENANTS

              Until the Commitments have expired or terminated, the principal of
and interest on each Loan and all fees payable hereunder have been paid in full,
all Letters of Credit have expired or terminated and all LC Disbursements have
been reimbursed, each of the Account Parties covenants and agrees with the
Lenders that:

              SECTION 7.01. MERGERS. No Account Party will merge with or into or
consolidate with any other Person, except that if no Default shall occur and be
continuing or shall exist at the time of such merger or consolidation or
immediately thereafter and after giving effect thereto (a) any Account Party may
merge or consolidate with any other corporation, including a Subsidiary, if such
Account Party shall be the surviving corporation, (b) XL Capital may merge with
or into or consolidate with any other Person in a transaction that does not
result in a reclassification, conversion, exchange or cancellation of the
outstanding shares of capital stock of XL Capital (other than the cancellation
of any outstanding shares of capital stock of XL Capital held by the Person with
whom it merges or consolidates) and (c) any Account Party may enter into a
merger or consolidation which is effected solely to change the jurisdiction of
incorporation of such Account Party and results in a reclassification,
conversion or exchange of outstanding shares of capital stock of such Account
Party solely into shares of capital stock of the surviving entity.

              SECTION 7.02. DISPOSITIONS. No Account Party will, nor will it
permit any of its Significant Subsidiaries to, sell, convey, assign, lease,
abandon or otherwise transfer or dispose of, voluntarily or involuntarily (any
of the foregoing being referred to in this Section as a "DISPOSITION" and any
series of related Dispositions constituting but a single Disposition), any of

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 64 -


its properties or assets, tangible or intangible (including but not limited to
sale, assignment, discount or other disposition of accounts, contract rights,
chattel paper or general intangibles with or without recourse), except:

              (a) Dispositions in the ordinary course of business involving
       current assets or other invested assets classified on such Account
       Party's or its respective Subsidiaries' balance sheet as available for
       sale or as a trading account;

              (b) sales, conveyances, assignments or other transfers or
       dispositions in immediate exchange for cash or tangible assets, PROVIDED
       that any such sales, conveyances or transfers shall not individually, or
       in the aggregate for the Account Parties and their respective
       Subsidiaries, exceed $500,000,000 in any calendar year; or

              (c) Dispositions of equipment or other property which is obsolete
       or no longer used or useful in the conduct of the business of such
       Account Party or its Subsidiaries.

              SECTION 7.03. LIENS. No Account Party will, nor will it permit any
of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any
property or assets, tangible or intangible, now owned or hereafter acquired by
it, except:

              (a) Liens existing on the date hereof (and extension, renewal and
       replacement Liens upon the same property, PROVIDED that the amount
       secured by each Lien constituting such an extension, renewal or
       replacement Lien shall not exceed the amount secured by the Lien
       theretofore existing) and listed on Part B of Schedule II;

              (b) Liens arising from taxes, assessments, charges, levies or
       claims described in Section 6.06 that are not yet due or that remain
       payable without penalty or to the extent permitted to remain unpaid under
       the provision of Section 6.06;

              (c) Liens on property securing all or part of the purchase price
       thereof to such Account Party and Liens (whether or not assumed) existing
       on property at the time of purchase thereof by such Account Party (and
       extension, renewal and replacement Liens upon the same property);
       PROVIDED (i) each such Lien is confined solely to the property so
       purchased, improvements thereto and proceeds thereof, and (ii) the
       aggregate amount of the obligations secured by all such Liens on any
       particular property at any time purchased by such Account Party, as
       applicable, shall not exceed 100% of the lesser of the fair market value
       of such property at such time or the actual purchase price of such
       property;

              (d) zoning restrictions, easements, minor restrictions on the use
       of real property, minor irregularities in title thereto and other minor
       Liens that do not in the aggregate materially detract from the value of a
       property or asset to, or materially impair its use in the business of,
       such Account Party or any such Subsidiary;

              (e) Liens securing Indebtedness permitted by Section 7.07(b)
       covering assets whose market value is not materially greater than the
       amount of the Indebtedness secured thereby plus a commercially reasonable
       margin;

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 65 -


              (f) Liens on cash and securities of an Account Party or any of its
       Subsidiaries incurred as part of the management of its investment
       portfolio including, but not limited to, pursuant to any International
       Swaps and Derivatives Association, Inc. ("ISDA") documentation or any
       Specified Transaction Agreement in accordance with XL Capital's Statement
       of Investment Policy Objectives and Guidelines as in effect on the date
       hereof or as it may be changed from time to time by a resolution duly
       adopted by the board of directors of XL Capital (or any committee
       thereof);

              (g) Liens on cash and securities not to exceed $500,000,000 in the
       aggregate securing obligations of an Account Party or any of its
       Subsidiaries arising under any ISDA documentation or any other Specified
       Transaction Agreement (it being understood that in no event shall this
       clause (g) preclude any Person (other than any Subsidiary of XL Capital)
       in which XL Capital or any of its Subsidiaries shall invest (each an
       "INVESTEE") from granting Liens on such Person's assets to secure hedging
       obligations of such Person, so long as such obligations are non-recourse
       to XL Capital or any of its Subsidiaries (other than any investees)),
       PROVIDED that, for purposes of determining the aggregate amount of cash
       and/or securities subject to such Liens under this clause (g), the
       aggregate amount of cash and/or securities on which any Account Party or
       any Subsidiary shall have granted a Lien in favor of a counterparty at
       any time shall be netted against the aggregate amount of cash and/or
       securities on which such counterparty shall have granted a Lien in favor
       of such Account Party or Subsidiary, as the case may be, at such time, so
       long as the relevant agreement between such Account Party or such
       Subsidiary, as the case may be, provides for the netting of their
       respective obligations thereunder;

              (h) Liens on (i) assets received, and on actual or imputed
       investment income on such assets received incurred as part of its
       business including activities utilizing ISDA documentation or any
       Specified Transaction Agreement relating and identified to specific
       insurance payment liabilities or to liabilities arising in the ordinary
       course of any Account Parties' or any of their Subsidiary's business as
       an insurance or reinsurance company (including GICs and Stable Value
       Instruments) or corporate member of The Council of Lloyd's or as a
       provider of financial or investment services or contracts, or the
       proceeds thereof (including GICs and Stable Value Instruments), in each
       case held in a segregated trust, trust or other account and securing such
       liabilities, or (ii) any other assets subject to any trust or other
       account arising out of or as a result of contractual, regulatory or any
       other requirements; PROVIDED that in no case shall any such Lien secure
       Indebtedness and any Lien which secures Indebtedness shall not be
       permitted under this clause (h);

              (i) statutory and common law Liens of materialmen, mechanics,
       carriers, warehousemen and landlords and other similar Liens arising in
       the ordinary course of business; and

              (j) Liens existing on property of a Person immediately prior to
       its being consolidated with or merged into any Account Party or any of
       their Subsidiaries or its becoming a Subsidiary, and Liens existing on
       any property acquired by any Account Party or any of their Subsidiaries
       at the time such property is so acquired (whether or not

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 66 -


       the Indebtedness secured thereby shall have been assumed) (and extension,
       renewal and replacement Liens upon the same property, PROVIDED that the
       amount secured by each Lien constituting such an extension, renewal or
       replacement Lien shall not exceed the amount secured by the Lien
       theretofore existing), PROVIDED that (i) no such Lien shall have been
       created or assumed in contemplation of such consolidation or merger or
       such Person's becoming a Subsidiary or such acquisition of property and
       (ii) each such Lien shall extend solely to the item or items of property
       so acquired and, if required by terms of the instrument originally
       creating such Lien, other property which is an improvement to or is
       acquired for specific use in connection with such acquired property.

              SECTION 7.04. TRANSACTIONS WITH AFFILIATES. No Account Party will,
nor will it permit any of its Significant Subsidiaries to, enter into or carry
out any transaction with (including purchase or lease property or services to,
loan or advance to or enter into, suffer to remain in existence or amend any
contract, agreement or arrangement with) any Affiliate of such Account Party, or
directly or indirectly agree to do any of the foregoing, except (i) transactions
involving guarantees or co-obligors with respect to any Indebtedness described
in Part A of Schedule II, (ii) transactions among the Account Parties and their
wholly-owned Subsidiaries and (iii) transactions with Affiliates in good faith
in the ordinary course of such Account Party's business consistent with past
practice and on terms no less favorable to such Account Party or any Subsidiary
than those that could have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

              SECTION 7.05. RATIO OF TOTAL FUNDED DEBT TO TOTAL CAPITALIZATION.
XL Capital will not permit its ratio of (a) Total Funded Debt to (b) the sum of
Total Funded Debt PLUS Consolidated Net Worth to be greater than 0.35:1.00 at
any time.

              SECTION 7.06. CONSOLIDATED NET WORTH. XL Capital will not permit
its Consolidated Net Worth to be less than the sum of (a) $5,000,000,000 PLUS
(b) 25% of consolidated net income (if positive) of XL Capital and its
Subsidiaries for each fiscal quarter ending on or after March 31, 2005.

              SECTION 7.07. INDEBTEDNESS. No Account Party will, nor will it
permit any of its Subsidiaries to, at any time create, incur, assume or permit
to exist any Indebtedness, or agree, become or remain liable (contingent or
otherwise) to do any of the foregoing, except:

              (a) Indebtedness created hereunder;

              (b) secured Indebtedness (including secured reimbursement
       obligations with respect to letters of credit) of any Account Party or
       any Subsidiary in an aggregate principal amount (for all Account Parties
       and their respective Subsidiaries) not exceeding at any time outstanding
       15% of Consolidated Net Worth;

              (c) other unsecured Indebtedness, so long as upon the incurrence
       thereof no Default would occur or exist;

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 67 -


              (d) Indebtedness consisting of accounts or claims payable and
       accrued and deferred compensation (including options) incurred in the
       ordinary course of business by any Account Party or any Subsidiary;

              (e) Indebtedness incurred in transactions described in Section
       7.03(f) and (g); and

              (f) Indebtedness existing on the date hereof and described in Part
       A of Schedule II and extensions, renewals and replacements of any such
       Indebtedness that do not increase the outstanding principal amount
       thereof.

              SECTION 7.08. FINANCIAL STRENGTH RATINGS. None of XL Capital, XL
Insurance and XL Re will permit at any time its financial strength ratings to be
less than "A-" from A.M. Best & Co. (or its successor).

              SECTION 7.09. PRIVATE ACT. No Account Party will become subject to
a Private Act other than the X.L. Insurance Company, Ltd. Act, 1989. ARTICLE
VIII

                                EVENTS OF DEFAULT

              If any of the following events ("EVENTS OF DEFAULT") shall occur:

              (a) any Account Party shall fail to pay any principal of any Loan
       or any reimbursement obligation in respect of any LC Disbursement when
       and as the same shall become due and payable, whether at the due date
       thereof or at a date fixed for prepayment thereof or otherwise;

              (b) any Account Party shall fail to pay any interest on any Loan
       or LC Disbursement or any fee payable under this Agreement or any other
       amount (other than an amount referred to in clause (a) of this Article)
       payable under this Agreement, when and as the same shall become due and
       payable, and such failure shall continue unremedied for a period of 5 or
       more days;

              (c) any representation or warranty made or deemed made by any
       Account Party in or in connection with this Agreement or any amendment or
       modification hereof, or in any certificate or financial statement
       furnished pursuant to the provisions hereof, shall prove to have been
       false or misleading in any material respect as of the time made (or
       deemed made) or furnished;

              (d) any Account Party shall fail to observe or perform any
       covenant, condition or agreement contained in Article VII;

              (e) any Obligor shall fail to observe or perform any covenant,
       condition or agreement contained in this Agreement (other than those
       specified in clause (a), (b) or (d) of this Article or the reporting
       requirement pursuant to Section 6.01(h)) and such failure shall continue
       unremedied for a period of 20 or more days after notice thereof from the
       Administrative Agent (given at the request of any Lender) to such
       Obligor;

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 68 -


              (f) any Account Party or any of its Subsidiaries shall default (i)
       in any payment of principal of or interest on any other obligation for
       borrowed money in principal amount of $50,000,000 or more, or any payment
       of any principal amount of $50,000,000 or more under Hedging Agreements,
       in each case beyond any period of grace provided with respect thereto, or
       (ii) in the performance of any other agreement, term or condition
       contained in any such agreement (other than Hedging Agreements) under
       which any such obligation in principal amount of $50,000,000 or more is
       created, if the effect of such default is to cause or permit the holder
       or holders of such obligation (or trustee on behalf of such holder or
       holders) to cause such obligation to become due prior to its stated
       maturity or to terminate its commitment under such agreement, PROVIDED
       that this clause (f) shall not apply to secured Indebtedness that becomes
       due as a result of the voluntary sale or transfer of the property or
       assets securing such Indebtedness;

              (g) a decree or order by a court having jurisdiction in the
       premises shall have been entered adjudging any Account Party a bankrupt
       or insolvent, or approving as properly filed a petition seeking
       reorganization of such Account Party under the Bermuda Companies Law or
       the Cayman Islands Companies Law (2003 Revision) or any other similar
       applicable Law, and such decree or order shall have continued
       undischarged or unstayed for a period of 60 days; or a decree or order of
       a court having jurisdiction in the premises for the appointment of an
       examiner, receiver or liquidator or trustee or assignee in bankruptcy or
       insolvency of such Account Party or a substantial part of its property,
       or for the winding up or liquidation of its affairs, shall have been
       entered, and such decree or order shall have continued undischarged and
       unstayed for a period of 60 days;

              (h) any Account Party shall institute proceedings to be
       adjudicated a voluntary bankrupt, or shall consent to the filing of a
       bankruptcy proceeding against it, or shall file a petition or answer or
       consent seeking reorganization under the Bermuda Companies Law or the
       Cayman Islands Companies Law (2003 Revision) or any other similar
       applicable Law, or shall consent to the filing of any such petition, or
       shall consent to the appointment of an examiner, receiver or liquidator
       or trustee or assignee in bankruptcy or insolvency of it or a substantial
       part of its property, or shall make an assignment for the benefit of
       creditors, or shall admit in writing its inability to pay its debts
       generally as they become due, or corporate or other action shall be taken
       by such Account Party in furtherance of any of the aforesaid purposes;

              (i) one or more judgments for the payment of money in an aggregate
       amount in excess of $100,000,000 shall be rendered against any Account
       Party or any of its Subsidiaries or any combination thereof and the same
       shall not have been vacated, discharged, stayed (whether by appeal or
       otherwise) or bonded pending appeal within 45 days from the entry
       thereof;

              (j) an ERISA Event (or similar event with respect to any Non-U.S.
       Benefit Plan) shall have occurred that, in the opinion of the Required
       Lenders, when taken together with all other ERISA Events and such similar
       events that have occurred, could reasonably be expected to result in
       liability of the Account Parties and their Subsidiaries in an aggregate
       amount exceeding $100,000,000;

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 69 -


              (k) a Change in Control shall occur;

              (l) XL Capital shall cease to own, beneficially and of record,
       directly or indirectly all of the outstanding voting shares of capital
       stock of XL Insurance, XL Re or XL America; or

              (m) the guarantee contained in Article III shall terminate or
       cease, in whole or material part, to be a legally valid and binding
       obligation of each Guarantor or any Guarantor or any Person acting for or
       on behalf of any of such parties shall contest such validity or binding
       nature of such guarantee itself or the Transactions, or any other Person
       shall assert any of the foregoing;

then, and in every such event (other than an event with respect to any Account
Party described in clause (g) or (h) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Account
Parties, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall
terminate immediately, and (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Account
Parties accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Account Parties; and in case of any event with respect to
any Account Party described in clause (g) or (h) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Account Parties accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Account Parties.

              If an Event of Default shall occur and be continuing and XL
Capital receives notice from the Administrative Agent or the Required Lenders
demanding the deposit of cash collateral for the aggregate LC Exposure of all
the Lenders pursuant to this paragraph, the Account Parties shall immediately
deposit into an account established and maintained on the books and records of
the Administrative Agent, which account may be a "securities account" (within
the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the
State of New York (the "UNIFORM COMMERCIAL CODE")), in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the total LC Exposure as of such date PLUS any accrued and unpaid interest
thereon; PROVIDED that the obligation to deposit such cash collateral shall
become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to any Account Party described in clause (g) or
(h) of this Article. Such deposit shall be held by the Administrative Agent as
collateral for the LC Exposure under this Agreement, and for this purpose each
of the Account Parties hereby grant a security interest to the Administrative
Agent for the benefit of the Lenders in such collateral account and in any
financial assets (as defined in the Uniform Commercial Code) or other property
held therein.

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 70 -


              In addition to the provisions of this Article, each Account Party
agrees that upon the occurrence and during the continuance of any Event of
Default any Lender which has issued any Alternative Currency Letter of Credit
may, by notice to XL Capital and the Administrative Agent: (a) declare that all
fees and other obligations of the Account Parties accrued in respect of
Alternative Currency Letters of Credit issued by such Lender shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by each Account Party and (b) demand
the deposit (without duplication of any amounts deposited with the
Administrative Agent under the preceding paragraph) of cash collateral from the
Account Parties in immediately available funds in the currency of such
Alternative Currency Letter of Credit or, at the option of such Lender, in
Dollars in an amount equal to the then aggregate undrawn face amount of all such
Alternative Currency Letters of Credit and in such manner as previously agreed
to by the Account Parties and such Lender; PROVIDED that, in the case of any of
the Events of Default specified in clause (g) or (h) of this Article, without
any notice to any Account Party or any other act by the Administrative Agent or
the Lenders, all fees and other obligations of the Account Parties accrued in
respect of all Alternative Currency Letters of Credit shall become due and
payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by each Account Party. If the
Administrative Agent receives any notice from a Lender pursuant to the previous
sentence, then it will promptly give notice thereof to the other Lenders.


                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

              Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.

              The Person serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such Person and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with any Account Party or any
Subsidiary or other Affiliate thereof as if it were not the Administrative Agent
hereunder.

              The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to any Account Party or any of their Subsidiaries that is communicated
to or obtained by the bank serving as Administrative Agent or any of its

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 71 -


Affiliates in any capacity. The Administrative Agent shall not be liable for any
action taken or not taken by it with the consent or at the request of the
Required Lenders or in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until written notice thereof is given to the
Administrative Agent by an Account Party or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article V or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

              The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for any Account Party), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts.

              The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

              The Administrative Agent may resign at any time by notifying the
Lenders and the Account Parties. Upon any such resignation, the Required Lenders
shall have the right, in consultation with XL Capital, to appoint a successor.
If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent's
resignation shall nonetheless become effective and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and (2) the Required Lenders shall perform the duties of the
Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to each
Lender directly) until such time as the Required Lenders appoint a successor
agent as provided for above in this paragraph. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 72 -


hereunder (if not already discharged therefrom as provided above in this
paragraph). The fees payable by XL Capital to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between XL Capital and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

              Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

              Notwithstanding anything herein to the contrary, the Sole Lead
Arranger and Sole Bookrunner and the Co-Syndication Agents named on the cover
page of this Agreement shall not have any duties or liabilities under this
Agreement, except in their capacity, if any, as Lenders.


                                    ARTICLE X

                                  MISCELLANEOUS

              SECTION 10.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

              (a) if to any Account Party, to XL Capital at XL House, One
       Bermudiana Road, Hamilton HM 11 Bermuda, Attention of Roderick Gray
       (Telecopy No. (441) 296-6399); WITH A COPY to Paul Giordano, Esq. at the
       same address and telecopy number (441) 295-4867);

              (b) if to the Administrative Agent, to JPMorgan Chase Bank, 1111
       Fannin Street, 10th Floor, Houston, Texas 77002-8069, Attention of Loan
       and Agency Services Group (Telecopy No. (713) 750-2782; Telephone No.
       (713) 750-2102), WITH A COPY to JPMorgan Chase Bank, 270 Park Avenue, 4th
       Floor, New York, New York 10017, Attention of Helen Newcomb (Telecopy No.
       (212) 270-1511; Telephone No. (212) 270-6260); and

              (c) if to a Lender, to it at its address (or telecopy number) set
       forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case
of any such

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 73 -


change by a Lender, by notice to the Account Parties and the Administrative
Agent). All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

              Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; PROVIDED that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or any
Account Party may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; PROVIDED that approval of such procedures may be
limited to particular notices or communications. Without limiting the foregoing,
the Account Parties may furnish to the Administrative Agent and the Lenders the
financial statements required to be furnished by it pursuant to Section 6.01(a),
6.01(b) or 6.01(c) by electronic communications pursuant to procedures approved
by the Administrative Agent.

              SECTION 10.02. WAIVERS; AMENDMENTS.

              (a) NO DEEMED WAIVERS; REMEDIES CUMULATIVE. No failure or delay by
the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Account
Parties therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

              (b) AMENDMENTS. Neither this Agreement nor any provision hereof
may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Obligors and the Required Lenders or by the
Obligors and the Administrative Agent with the consent of the Required Lenders;
PROVIDED that no such agreement shall:

              (i) increase the Commitment of any Lender without the written
       consent of such Lender,

              (ii) reduce the principal amount of any Loan or the amount of any
       reimbursement obligation of an Account Party in respect of any LC
       Disbursement or reduce the rate of interest thereon, or reduce any fees
       or other amounts payable hereunder, without the written consent of each
       Lender directly affected thereby,

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 74 -


              (iii) postpone the scheduled date of payment of the principal
       amount of any Loan or for reimbursement of any LC Disbursement, or any
       interest thereon, or any fees payable hereunder, or reduce the amount of,
       waive or excuse any such payment, or postpone the scheduled date of
       expiration of any Commitment or any Letter of Credit (other than an
       extension thereof pursuant to an "evergreen" provision"), without the
       written consent of each Lender directly affected thereby,

              (iv) change Section 2.20(c) or 2.20(d) without the consent of each
       Lender directly affected thereby,

              (v) release any of the Guarantors from any of their guarantee
       obligations under Article III without the written consent of each Lender,
       and

              (vi) change any of the provisions of this Section or the
       percentage in the definition of the term "Required Lenders" or any other
       provision hereof specifying the number or percentage of Lenders required
       to waive, amend or modify any rights hereunder or make any determination
       or grant any consent hereunder, without the written consent of each
       Lender;

and PROVIDED FURTHER that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent hereunder without the
prior written consent of the Administrative Agent.

              SECTION 10.03. EXPENSES; INDEMNITY; DAMAGE WAIVER.

              (a) COSTS AND EXPENSES. The Account Parties jointly and severally
agree to pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by
the Administrative Agent or any Lender, including the fees, charges and
disbursements of one legal counsel for the Administrative Agent and one legal
counsel for the Lenders, in connection with the enforcement or protection of its
rights in connection with this Agreement, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including in connection with any workout, restructuring or
negotiations in respect thereof.

              (b) INDEMNIFICATION BY THE ACCOUNT PARTIES. The Account Parties
shall jointly and severally indemnify the Administrative Agent and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being
called an "INDEMNITEE") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee (but not
including Excluded Taxes), incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement or any agreement or instrument contemplated hereby,
the performance by the parties hereto of their respective obligations hereunder
or the consummation of the Transactions or any other

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 75 -


transactions contemplated hereby, (ii) any Loan or the use of the proceeds
thereof or any Letter of Credit or the use thereof (including any refusal by any
Lender to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Account
Party or any of its Subsidiaries, or any Environmental Liability related in any
way to any Account Party or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; PROVIDED that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses result from or arise
out of the gross negligence or willful misconduct of such Indemnitee.

              (c) REIMBURSEMENT BY LENDERS. To the extent that the Account
Parties fail to pay any amount required to be paid by them to the Administrative
Agent under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Administrative Agent such Lender's Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; PROVIDED that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent in its
capacity as such.

              (d) WAIVER OF CONSEQUENTIAL DAMAGES, ETC. To the extent permitted
by applicable law, no Account Party shall assert, and each Account Party hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.

              (e) PAYMENTS. All amounts due under this Section shall be payable
promptly after written demand therefor.

              SECTION 10.04. SUCCESSORS AND ASSIGNS.

              (a) ASSIGNMENTS GENERALLY. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that (i) no Account
Party may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by an Account Party without such consent shall be null
and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

              (b) ASSIGNMENTS BY LENDERS. (i) Subject to the conditions set
forth in paragraph
                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 76 -


(b)(ii) of this Section, any Lender may assign all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans and LC Disbursements at the time owing to it) to one or
more NAIC Approved Banks with the prior written consent (such consent not to be
unreasonably withheld) of:

                     (A) the Account Parties, PROVIDED that no consent of any
       Account Party shall be required for an assignment to a Lender, an
       Affiliate of a Lender, an Approved Fund or, if an Event of Default under
       clause (a), (b), (g) or (h) of Article VIII has occurred and is
       continuing, any other assignee; and

                     (B) the Administrative Agent; and

                     (C) the Issuing Lender with respect to Participated Letters
       of Credit.

              (ii) Assignments shall be subject to the following additional
conditions:

                     (A) except in the case of an assignment to a Lender, an
       Approved Fund or an Affiliate of a Lender or an assignment of the entire
       remaining amount of the assigning Lender's Commitment, the amount of the
       Commitment of the assigning Lender subject to each such assignment
       (determined as of the date the Assignment and Assumption with respect to
       such assignment is delivered to the Administrative Agent) shall not be
       less than $5,000,000 unless each of the Account Parties and the
       Administrative Agent otherwise consent, PROVIDED that no such consent of
       the Account Parties shall be required if an Event of Default under clause
       (a), (b), (g) or (h) of Article VIII has occurred and is continuing;

                     (B) each partial assignment shall be made as an assignment
       of a proportionate part of all the assigning Lender's rights and
       obligations under this Agreement;

                     (C) the parties to each assignment shall execute and
       deliver to the Administrative Agent an Assignment and Assumption,
       together with a processing and recordation fee of $3,500; and

                     (D) the assignee, if it shall not be a Lender, shall
       deliver an Administrative Questionnaire to the Administrative Agent (with
       a copy to XL Capital).

              (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(v) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.17, 2.18, 2.19 and 10.03). Any assignment or transfer

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 77 -


by a Lender of rights or obligations under this Agreement that does not comply
with this Section 10.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section.

              (iv) Notwithstanding anything to the contrary contained herein,
any Lender (a "GRANTING LENDER") may grant to a special purpose vehicle (an
"SPV") of such Granting Lender, identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Account Parties, the
option to provide to the Account Parties all or any part of any Loan or LC
Disbursement that such Granting Lender would otherwise be obligated to make to
the Account Parties pursuant to Section 2.01, PROVIDED that (i) nothing herein
shall constitute a commitment by any SPV to make any Loan or LC Disbursement,
(ii) if an SPV elects not to exercise such option or otherwise fails to provide
all or any part of such Loan or LC Disbursement, the Granting Lender shall be
obligated to make such Loan or LC Disbursement pursuant to the terms hereof and
(iii) the Account Parties may bring any proceeding against either or both the
Granting Lender or the SPV in order to enforce any rights of the Account Parties
hereunder. The making of a Loan or LC Disbursement by an SPV hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan or LC Disbursement were made by the Granting Lender. Each party hereto
hereby agrees that no SPV shall be liable for any payment under this Agreement
for which a Lender would otherwise be liable, for so long as, and to the extent,
the related Granting Lender makes such payment. In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPV, it will not institute against, or join any other person
in instituting against, such SPV any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or similar proceedings under the laws of
the United States or any State thereof arising out of any claim against such SPV
under this Agreement. In addition, notwithstanding anything to the contrary
contained in this Section, any SPV may with notice to, but without the prior
written consent of, the Account Parties or the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Loan or Letter of Credit to its Granting Lender or to any financial
institutions (consented to by the Account Parties and the Administrative Agent)
providing liquidity and/or credit support (if any) with respect to commercial
paper issued by such SPV to fund such Loans and to issue such Letters of Credit
and such SPV may disclose, on a confidential basis, confidential information
with respect to any Account Party and its Subsidiaries to any rating agency,
commercial paper dealer or provider of a surety, guarantee or credit liquidity
enhancement to such SPV. Notwithstanding anything to the contrary in this
Agreement, no SPV shall be entitled to any greater rights under Section 2.17 or
Section 2.19 than its Granting Lender would have been entitled to absent the use
of such SPV. This paragraph may not be amended without the consent of any SPV at
the time holding Loans or LC Disbursements under this Agreement.

              (v) The Administrative Agent, acting for this purpose as an agent
of the Account Parties, shall maintain at one of its offices in New York City a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, the Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "REGISTER"). The entries in

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 78 -


the Register shall be conclusive, and the Account Parties, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by any Account Party and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.

              (vi) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b)(ii)(C) of this Section and any written consent to such assignment required
by paragraph (b)(i) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

              (c) PARTICIPATIONS. (i) Any Lender may, without the consent of the
Account Parties, the Administrative Agent or any Issuing Lender, sell
participations to one or more banks or other entities (a "PARTICIPANT") in all
or a portion of such Lender's rights and obligations under this Agreement and
the other Credit Documents (including all or a portion of its Commitment, the
Loans and LC Disbursements owing to it); PROVIDED that (A) any such
participation sold to a Participant which is not a Lender, an Approved Fund or a
Federal Reserve Bank shall be made only with the consent (which in each case
shall not be unreasonably withheld) of XL Capital and the Administrative Agent,
unless a Default has occurred and is continuing, in which case the consent of XL
Capital shall not be required, (B) such Lender's obligations under this
Agreement and the other Credit Documents shall remain unchanged, (C) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (D) the Account Parties, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
the other Credit Documents. Any agreement or instrument pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and the other Credit Documents and to
approve any amendment, modification or waiver of any provision of this Agreement
or the other Credit Documents; PROVIDED that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to
Section 10.02(b) that affects such Participant. Subject to paragraph (c)(ii) of
this Section, the Account Parties agree that each Participant shall be entitled
to the benefits of Sections 2.17, 2.18 and 2.19 (subject to the requirements of
such Sections) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 10.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.20(d) as though it were a Lender.

              (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.17, 2.18 or 2.19 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant or the Lender interest assigned, unless (A) the sale of the
participation to such Participant is made with the Account Parties' prior
written

                          THREE-YEAR CREDIT AGREEMENT

<PAGE>
                                     - 79 -


consent and (B) in the case of Section 2.17 or 2.19, the entitlement to greater
payment results solely from a Change in Law formally announced after such
Participant became a Participant.

              (d) CERTAIN PLEDGES. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any such pledge or assignment to
secure obligations to a Federal Reserve Bank, and this Section shall not apply
to any such pledge or assignment of a security interest; PROVIDED that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

              (e) NO ASSIGNMENTS TO ACCOUNT PARTIES OR AFFILIATES. Anything in
this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan or LC Exposure held by it hereunder to any
Account Party or any of its Affiliates or Subsidiaries without the prior consent
of each Lender.

              SECTION 10.05. SURVIVAL. All covenants, agreements,
representations and warranties made by the Account Parties herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and the issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of, or any accrued interest on, any Loan or any fee or any other
amount payable under this Agreement is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not expired or
terminated. The provisions of Sections 2.17, 2.18, 2.19 and 10.03 and Article IX
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

              SECTION 10.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract between and among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 5.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page to this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

              SECTION 10.07. SEVERABILITY. Any provision of this Agreement held
to be

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 80 -


invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

              SECTION 10.08. RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of any Account Party against any of and all the
obligations of such Account Party now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have made
any demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

              SECTION 10.09. GOVERNING LAW; JURISDICTION; ETC.

              (a) GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the law of the State of New York.

              (b) SUBMISSION TO JURISDICTION. Each Obligor hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against any Obligor or its properties in
the courts of any jurisdiction.

              (c) WAIVER OF VENUE. Each Obligor hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to in paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

              (d) SERVICE OF PROCESS. By the execution and delivery of this
Agreement, XL Capital Ltd, XL Insurance (Bermuda) Ltd and XL Re Ltd acknowledge
that they have by a separate written instrument, designated and appointed CT
Corporation System, 111 Eighth Avenue, 13th floor, New York, New York 10011 (or
any successor entity thereto), as its

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 81 -


authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to this Agreement that may be instituted in any
federal or state court in the State of New York. Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices in
Section 10.01. Nothing in this Agreement will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.

              (e) WAIVER OF IMMUNITIES. To the extent that any Account Party has
or hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution or execution, on the ground of sovereignty or
otherwise) with respect to itself or its property, it hereby irrevocably waives,
to the fullest extent permitted by applicable law, such immunity in respect of
its obligations under this Agreement.

              SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

              SECTION 10.11. HEADINGS. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

              SECTION 10.12. TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

              (a) TREATMENT OF CERTAIN INFORMATION. Each of the Account Parties
acknowledge that from time to time financial advisory, investment banking and
other services may be offered or provided to any Account Party or one or more of
their Subsidiaries (in connection with this Agreement or otherwise) by any
Lender or by one or more subsidiaries or affiliates of such Lender and each of
the Account Parties hereby authorizes each Lender to share any information
delivered to such Lender by such Account Party and its Subsidiaries pursuant to
this Agreement, or in connection with the decision of such Lender to enter into
this Agreement, to any such subsidiary or affiliate, it being understood that
(i) any such information shall be used only for the purpose of advising the
Account Parties or preparing presentation materials for the benefit of the
Account Parties and (ii) any such subsidiary or affiliate receiving such
information shall be bound by the provisions of paragraph (b) of this Section as
if it were a Lender hereunder. Such authorization shall survive the repayment of
the Loans, the expiration or termination of the Letters of Credit, the
expiration or termination of the Commitments or the termination of this
Agreement or any provision hereof.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 82 -


              (b) CONFIDENTIALITY. Each of the Administrative Agent, the Lenders
and each SPV agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (i) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (ii) to the
extent requested by any regulatory authority (including self-regulating
organizations) having jurisdiction over the Administrative Agent or any Lender,
(iii) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (iv) to any other party to this Agreement,
(v) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (vi) subject to an agreement in writing containing provisions
substantially the same as those of this paragraph and for the benefit of the
Account Parties, to (a) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (b) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to any Account Party and its
obligations, (vii) with the consent of the Account Parties or (viii) to the
extent such Information (A) becomes publicly available other than as a result of
a breach of this paragraph or (B) becomes available to the Administrative Agent
or any Lender on a nonconfidential basis from a source other than an Account
Party. For the purposes of this paragraph, "INFORMATION" means all information
received from an Account Party relating to an Account Party or its business,
other than any such information that is available to the Administrative Agent or
any Lender on a nonconfidential basis prior to disclosure by such Account Party;
PROVIDED that, in the case of information received from an Account Party after
the date hereof, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information. Notwithstanding the foregoing, each
of the Administrative Agent and the Lenders agree that they will not trade the
securities of any of the Account Parties based upon non-public Information that
is received by them.

              SECTION 10.13. JUDGMENT CURRENCY. This is an international loan
transaction in which the obligations of each Account Party under this Agreement
to make payment hereunder shall be satisfied only in Dollars and only if such
payment shall be made in New York City, and the obligations of each Account
Party under this Agreement to make payment to (or for account of) a Lender in
Dollars shall not be discharged or satisfied by any tender or recovery pursuant
to any judgment expressed in or converted into any other currency or in another
place except to the extent that such tender or recovery results in the effective
receipt by such Lender in New York City of the full amount of Dollars payable to
such Lender under this Agreement. If for the purpose of obtaining judgment in
any court it is necessary to convert a sum due hereunder in Dollars into another
currency (in this Section called the "JUDGMENT CURRENCY"), the rate of exchange
that shall be applied shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase such Dollars at the principal
office of the Administrative Agent in New York City with the judgment currency
on the Business Day next preceding the day on which such judgment is rendered.
The obligation of each Account Party in respect of any such sum due from it to
the Administrative Agent or any Lender hereunder (in this

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 83 -


Section called an "ENTITLED PERSON") shall, notwithstanding the rate of exchange
actually applied in rendering such judgment, be discharged only to the extent
that on the Business Day following receipt by such Entitled Person of any sum
adjudged to be due hereunder in the judgment currency such Entitled Person may
in accordance with normal banking procedures purchase and transfer Dollars to
New York City with the amount of the judgment currency so adjudged to be due;
and each Account Party hereby, as a separate obligation and notwithstanding any
such judgment, agrees to indemnify such Entitled Person against, and to pay such
Entitled Person on demand, in Dollars, the amount (if any) by which the sum
originally due to such Entitled Person in Dollars hereunder exceeds the amount
of the Dollars so purchased and transferred.

              SECTION 10.14. USA PATRIOT ACT. Each Lender hereby notifies the
Account Parties that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)), such Lender is
required to obtain, verify and record information that identifies the Account
Parties, which information includes the name and address of the Account Parties
and other information that will allow such Lender to identify each Account Party
in accordance with said Act.

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 84 -


              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.

                                 X.L. AMERICA, INC., as an
                                 Account Party and a Guarantor

                                 By:   /s/ Charles Barr
                                       ----------------------------------
                                       Name:  Charles Barr
                                       Title: Senior Vice-President,
                                              General Counsel & Secretary

                                 U.S. FEDERAL TAX IDENTIFICATION NO.: 06-1516268


                                 XL INSURANCE (BERMUDA) LTD,
                                 as an Account Party and a Guarantor


                                 By:     /s/ Christopher A. Coelho
                                    --------------------------------------------
                                       Name:   Christopher A. Coelho
                                       Title:  Senior Vice-President &
                                               Chief Financial Officer

                                 U.S. FEDERAL TAX IDENTIFICATION NO.: 98-0354869


                                 XL RE LTD,
                                 as an Account Party and a Guarantor


                                 By:     /s/ James O' Shaughnessy
                                    --------------------------------------------
                                       Name:   James O' Shaughnessy
                                       Title:  Senior Vice-President and
                                               Chief Financial Officer

                                 U.S. FEDERAL TAX IDENTIFICATION NO.: 98-0351953


                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 85 -


              IN WITNESS WHEREOF, XL Capital has caused this Agreement to be
duly executed as a Deed by an authorized officer as of the day and year first
above written.


                                 EXECUTED AS A DEED by XL CAPITAL LTD,
                                 as an Account Party and a Guarantor

                                 /s/ Gayna Joynes
                                 -----------------------------------------------
                                 witness


                                 By:      /s/ Michael Siese
                                    --------------------------------------------
                                       Name:   Michael Siese
                                       Title:  Senior Vice-President and
                                               Controller

                                 U.S. FEDERAL TAX IDENTIFICATION NO.: 98-0191089


                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 86 -


                                       LENDERS

                                 JPMORGAN CHASE BANK,
                                 individually and as Administrative Agent


                                 By:      /s/ Helen L. Newcomb
                                    --------------------------------------------
                                       Name:   Helen L. Newcomb
                                       Title:  Vice President


                                 BARCLAYS BANK PLC, NEW YORK BRANCH


                                 By:      /s/ Paul Johnson
                                    --------------------------------------------
                                       Name:   Paul Johnson
                                       Title:  Relationship Director


                                 CITIBANK, N.A.

                                 By:      /s/ Michael A. Taylor
                                    --------------------------------------------
                                       Name:   Michael A. Taylor
                                       Title:  Managing Director


                                 DEUTSCHE BANK AG NEW YORK BRANCH


                                 By:      /s/ Clinton M. Johnson
                                    --------------------------------------------
                                       Name:   Clinton M. Johnson
                                       Title:  Managing Director


                                 By:      /s/ John S. McGill
                                    --------------------------------------------
                                       Name:   John S. McGill
                                       Title:  Director


                                 KEYBANK NATIONAL ASSOCIATION


                                 By:      /s/ Mary K. Young
                                    --------------------------------------------
                                       Name:   Mary K. Young
                                       Title:  Vice President

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 87 -


                                 WACHOVIA BANK, NATIONAL ASSOCIATION


                                 By:      /s/ Kimberly Shaffer
                                    --------------------------------------------
                                       Name:   Kimberly Shaffer
                                       Title:  Director


                                 ABN AMRO BANK N.V., NEW YORK BRANCH


                                 By:      /s/ Neil R. Stein
                                    --------------------------------------------
                                       Name:   Neil R. Stein
                                       Title:  Group Vice President


                                 By:      /s/ Michael DeMarco
                                    --------------------------------------------
                                       Name:   Michael DeMarco
                                       Title:  Assistant Vice President


                                 CALYON NEW YORK BRANCH


                                 By:      /s/ William Denton
                                    --------------------------------------------
                                       Name:   William Denton
                                       Title:  Managing Director


                                 By:      /s/ Sebastian Rocco
                                    --------------------------------------------
                                       Name:   Sebastian Rocco
                                       Title:  Managing Director


                                 HSBC BANK USA


                                 By:      /s/ Kenneth J. Johnson
                                    --------------------------------------------
                                       Name:   Kenneth J. Johnson
                                       Title:  Senior Vice President

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 88 -


                                 MERRILL LYNCH BANK USA


                                 By:      /s/ Louis Alder
                                    --------------------------------------------
                                       Name:   Louis Alder
                                       Title:  Director


                                 MELLON BANK, N.A.


                                 By:      /s/ Karla K. Maloof
                                    --------------------------------------------
                                       Name:   Karla K. Maloof
                                       Title:  First Vice President


                                 THE BANK OF TOKYO-MITSUBISHI, LTD.
                                 NEW YORK BRANCH


                                 By:      /s/ Jesse A. Reid, Jr.
                                    --------------------------------------------
                                       Name:   Jesse A. Reid, Jr.
                                       Title:  Authorized Signatory


                                 BANK OF AMERICA, N.A.


                                 By:      /s/ Leslie Nannen
                                    --------------------------------------------
                                       Name:   Leslie Nannen
                                       Title:  Principal


                                 BNP PARIBAS


                                 By:      /s/ Barry S. Feigenbaum
                                    --------------------------------------------
                                       Name:   Barry S. Feigenbaum
                                       Title:  Managing Director


                                 By:      /s/ Marguerite L. Lebon
                                    --------------------------------------------
                                       Name:   Marguerite L. Lebon
                                       Title:  Vice President

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 89 -


                                 CREDIT SUISSE FIRST BOSTON NEW YORK BRANCH


                                 By:      /s/ Jay Chall
                                    --------------------------------------------
                                       Name:   Jay Chall
                                       Title:  Director


                                 By:      /s/ David J. Dodd
                                    --------------------------------------------
                                       Name:   David J. Dodd
                                       Title:  Associate


                                 ING BANK N.V., LONDON BRANCH


                                 By:      /s/ Mike Sharman
                                    --------------------------------------------
                                       Name:   Mike Sharman
                                       Title:  Managing Director


                                 By:      /s/ Paul Galpin
                                    --------------------------------------------
                                       Name:   Paul Galpin
                                       Title:  Director


                                 LEHMAN BROTHERS BANK, FSB


                                 By:      /s/ Gary T. Taylor
                                    --------------------------------------------
                                       Name:   Gary T. Taylor
                                       Title:  Vice President


                                 LLOYDS TSB BANK PLC, NEW YORK BRANCH


                                 By:      /s/ Matthew S.R. Tuck
                                    --------------------------------------------
                                       Name:   Matthew S.R. Tuck
                                       Title:  Vice President

                                 By:      /s/ James M. Rudd
                                    --------------------------------------------
                                       Name:   James M. Rudd
                                       Title:  Vice President

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 90 -


                                 NATIONAL WESTMINSTER BANK PLC


                                 By:      /s/ John Mallett
                                    --------------------------------------------
                                       Name:   John Mallet
                                       Title:  Relationship Director


                                 THE BANK OF NEW YORK


                                 By:      /s/ Scott Schaffer
                                    --------------------------------------------
                                       Name:   Scott Schaffer
                                       Title:  Vice President


                                 UBS AG, STAMFORD BRANCH


                                 By:      /s/ Wilfred V. Saint
                                    --------------------------------------------
                                       Name:   Wilfred V. Saint
                                       Title:  Director


                                 By:      /s/ Doris Mesa
                                    --------------------------------------------
                                       Name:   Doris Mesa
                                       Title:  Associate Director


                                 COMERICA BANK


                                 By:      /s/ Martin G. Ellis
                                    --------------------------------------------
                                       Name:   Martin G. Ellis
                                       Title:  First Vice President


                                 MORGAN STANLEY BANK


                                 By:      /s/ Daniel Twenge
                                    --------------------------------------------
                                       Name:   Daniel Twenge
                                       Title:  Vice President

                          THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     - 91 -


                                 THE BANK OF NOVA SCOTIA


                                 By:      /s/ Todd S. Meller
                                    --------------------------------------------
                                       Name:   Todd S. Meller
                                       Title:  Managing Director


                                 LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
                                 acting through its NEW YORK BRANCH


                                 By:      /s/ Bill Dorante
                                    --------------------------------------------
                                       Name:   Bill Dorante
                                       Title:  Senior Vice President

                                 By:      /s/ Kerstin T. Kalawski
                                    --------------------------------------------
                                       Name:   Kerstin T. Kalawski
                                       Title:  German Legal Counsel
                                               Syndications Manager


                          THREE-YEAR CREDIT AGREEMENT

</TEXT>
</DOCUMENT>
