XL CAPITAL LTD
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>14
<FILENAME>c33078_ex10-13.txt
<TEXT>
                                                                   Exhibit 10.13

                         RESTRICTED STOCK UNIT AGREEMENT


                  AGREEMENT, made and entered into as of _________ ___, 200__ by
and between XL Capital Ltd, a Cayman Islands corporation ("XL"), and <<Grantee>>
(the "Grantee").

                  WHEREAS, the Grantee is an employee of XL and/or any of its
subsidiaries (collectively called the "Company"); and

                  WHEREAS, XL regards the Grantee as a valuable employee of the
Company and has determined it to be in the interest of the Company to grant to
the Grantee an award of Restricted Stock Units under the Company's 1991
Performance Incentive Program;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and for other good and valuable consideration, XL
and the Grantee agree as follows:

                 (a)     GRANT OF RESTRICTED STOCK UNITS.

                 XL hereby grants to the Grantee an award (the "Award") of
<<No.of Shares>> Restricted Stock Units, subject to the restrictions and other
terms and conditions set forth below (the "Restricted Stock Units"). The Award
is granted pursuant to the terms of the Company's 1991 Performance Incentive
Program, which is incorporated by reference herein. Any capitalized terms used
herein and not defined shall have the meanings given to those terms in the 1991
Performance Incentive Program.

                  (b)   VESTING.

                        The Award will vest in four equal annual installments,
beginning on the first anniversary of the date set forth above; PROVIDED,
HOWEVER, that the Award shall vest in full upon an Early Termination (as defined
in paragraph (e) below). The portion of the Award, if any, that is not vested
immediately following termination of the Grantee's employment shall be
immediately forfeited.
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                  (c)   DISTRIBUTION OF STOCK.

                        At the time the Award vests in accordance with paragraph
(b) above, the Company shall distribute to the Grantee a number of Ordinary
Shares, US$0.01 par value per share, of XL (the "Shares") equal to the number of
Restricted Stock Units which vested. Prior to the Company's delivery of the
Shares, the Grantee shall pay to XL an amount of cash equal to the par value for
each of such Shares delivered.

                  (d)   RIGHTS AND RESTRICTIONS.

                        The Restricted Stock Units shall not be transferable
other than pursuant to will or the laws of descent and distribution. Prior to
vesting of the Restricted Stock Units and delivery of the Shares to the Grantee,
the Grantee shall not have any rights and privileges of a shareholder as to the
Shares subject to the Award. Specifically, the Grantee shall not have the right
to receive dividends or the right to vote such Shares prior to vesting of the
Award and delivery of the Shares.

                  (e)   EARLY TERMINATION.

                        The Award shall vest in full immediately upon the
happening of any of the following events (each an "Early Termination"):

                        (i) DEATH OF GRANTEE. In the event the Grantee dies
while in the employment of the Company.

                        (ii) TERMINATION OF EMPLOYMENT DUE TO DISABILITY. In the
event the Grantee's employment with the Company is terminated by the Company by
reason of the Grantee's Disability.

                        (iii) TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. In
the event the Grantee's employment with the Company is terminated due to his or
her Retirement.

                        (iv) TERMINATION OF EMPLOYMENT DUE TO REDUNDANCY. In the
event the Grantee's employment with the Company is terminated by the Company by
reason of the Grantee's Redundancy. "Redundancy" shall mean termination of
employment by the
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Company due to its need to reduce the size of its workforce, including due to
closure of a business or a particular workplace or change in business process.
Whether a termination of employment is due to "Redundancy" shall be determined
in good faith by the Committee in its sole and absolute discretion, such
determination being final and binding on all parties hereto and all persons
claiming through, in the name of or on behalf of such parties.

                        (v) CHANGE OF CONTROL. In the event there is a Change of
Control of the Company.

                  (f)   STATUS OF SHARES.

                        Upon issuance, the Shares shall rank equally in all
respects with the other outstanding Shares of XL and shall be fully paid.

                  (g)   ADJUSTMENTS FOR RECAPITALIZATIONS, ETC.

                        In the event of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations, exchanges of shares,
spin-off, liquidations, reclassifications or other similar changes in the
capitalization of XL, the number of Shares subject to this Award shall be
proportionately adjusted by the Board on an equitable basis.

                  (h)   OBLIGATIONS AS TO CAPITAL.

                        XL agrees that it will at all times maintain authorized
and unissued share capital sufficient to fulfill all of its obligations under
this Agreement.

                  (i)   WITHHOLDING.

                        The Grantee agrees to make appropriate arrangements with
the Company for satisfaction of any applicable income tax withholding
requirements or social security or similar withholding requirements arising out
of the Award. Such withholding tax obligations may be satisfied by withholding
Shares from this Award; provided that the amount of tax withholding to be
satisfied by withholding Shares shall be limited to the minimum amount of taxes,
including employment taxes, required to be withheld under applicable law.
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                  (j)   REFERENCES.

                        References herein to rights and obligations of the
Grantee shall apply, where appropriate, to the estate or personal representative
of the Grantee without regard to whether specific reference to them is contained
in a particular provision of this Agreement.

                  (k)   NOTICE.

                        Any notice or communication to be given to XL under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or sent by certified or registered mail, postage prepaid,
duly addressed to XL Capital Ltd, XL House, One Bermudiana Road, Hamilton HM 08,
Bermuda.

                  (l)   GOVERNING LAW.

                        This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to the
principles of conflict of laws.
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                        IN WITNESS WHEREOF, the parties hereto have duly caused
this Agreement to be executed and delivered on the date first above written.


                                        XL Capital Ltd


                                        By:_________________________________




                                        ____________________________________
                                        <<Grantee>>

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</DOCUMENT>
