XL CAPITAL LTD
AMENDED AND RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>3
<FILENAME>c23420_ex10-49.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>





                                                           EXECUTION COUNTERPART










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                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                 August 31, 2001

                                     between

       XL CAPITAL LTD, XL INSURANCE LTD, MID OCEAN LIMITED and XL RE, LTD
                (Formerly known as XL MID OCEAN REINSURANCE LTD),
                          as Borrowers and Guarantors,

                             The BANKS Party Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent


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

                                  $100,000,000

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


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

<PAGE>



                                TABLE OF CONTENTS

                                                                            Page


Section 1.  Definitions and Accounting Matters.................................1
        1.01  Certain Defined Terms............................................1
        1.02  Accounting Terms; GAAP and SAP..................................15
        1.03  Currencies and Types of Loans...................................15


Section 2.  Commitments, Loans and Prepayments................................15
        2.01  Loans...........................................................15
        2.02  Borrowings of Loans.............................................16
        2.03  Changes of Commitments; Reduction of Maximum Loan Amounts.......16
        2.04  Fees............................................................16
        2.05  Lending Offices.................................................17
        2.06  Several Obligations.............................................17
        2.07  Evidence of Debt................................................17
        2.08  Optional Prepayments............................................18
        2.09  Mandatory Prepayments...........................................18


Section 3.  Payments of Principal and Interest................................19
        3.01  Repayment of Loans..............................................19
        3.02  Interest........................................................19


Section 4.  Payments; Pro Rata Treatment; Computations; Etc...................20
        4.01  Payments........................................................20
        4.02  Pro Rata Treatment..............................................21
        4.03  Computations....................................................22
        4.04  Minimum Amounts.................................................22
        4.05  Certain Notices.................................................22
        4.06  Non-Receipt of Funds by the Administrative Agent................23
        4.07  Sharing of Payments, Etc........................................24


Section 5.  Yield Protection, Etc.............................................26
        5.01  Additional Costs................................................26
        5.02  Limitation on Types and Currencies of Loans.....................28
        5.03  Treatment of Affected Loans.....................................28
        5.04  Compensation....................................................29
        5.05  Taxes...........................................................30
        5.06  Replacement of Banks............................................31

                      AMENDED AND RESTATED CREDIT AGREEMENT

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                                      -ii-


Section 6.  Guarantee.........................................................31
        6.01  The Guarantee...................................................31
        6.02  Obligations Unconditional.......................................32
        6.03  Reinstatement...................................................33
        6.04  Subrogation.....................................................33
        6.05  Remedies........................................................33
        6.06  Continuing Guarantee............................................33
        6.07  Rights of Contribution..........................................33
        6.08  General Limitation on Guarantee Obligations.....................34

Section 7.  Conditions Precedent..............................................35
        7.01  Effective Date..................................................35
        7.02  Initial and Subsequent Loans....................................36

Section 8.  Representations and Warranties....................................36
        8.01  Organization; Powers............................................36
        8.02  Authorization; Enforceability...................................36
        8.03  Governmental Approvals; No Conflicts............................37
        8.04  Financial Condition; No Material Adverse Change.................37
        8.05  Properties......................................................38
        8.06  Litigation and Environmental Matters............................38
        8.07  Compliance with Laws and Agreements.............................38
        8.08  Investment and Holding Company Status...........................39
        8.09  Taxes...........................................................39
        8.10  ERISA...........................................................39
        8.11  Disclosure......................................................39
        8.12  Use of Credit...................................................39
        8.13  Subsidiaries....................................................40
        8.14  Withholding Taxes...............................................40
        8.15  Stamp Taxes.....................................................40
        8.16  Legal Form......................................................40

Section 9.  Covenants of the Borrowers........................................41
        9.01  Financial Statements and Other Information......................41
        9.02  Notices of Material Events......................................43
        9.03  Preservation of Existence and Franchises........................43
        9.04  Insurance.......................................................43
        9.05  Maintenance of Properties.......................................43

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                                     -iii-


         9.06  Payment of Taxes and Other Potential Charges and
                 Priority Claims Payment of Other Current Liabilities.........43
         9.07  Financial Accounting Practices.................................44
         9.08  Compliance with Applicable Laws................................44
         9.09  Use of Proceeds................................................45
         9.10  Continuation of and Change in Businesses.......................45
         9.11  Visitation.....................................................45
         9.12  Mergers........................................................45
         9.13  Dispositions...................................................45
         9.14  Liens..........................................................46
         9.15  Transactions with Affiliates...................................48
         9.16  Ratio of Total Funded Debt to Total Capitalization.............48
         9.17  Consolidated Net Worth.........................................48
         9.18  Indebtedness...................................................48
         9.19  Claims Paying Ratings..........................................49
         9.20  Private Act....................................................49


Section 10.  Events of Default................................................49


Section 11.  The Administrative Agent.........................................51
        11.01  Appointment, Powers and Immunities.............................51
        11.02  Reliance by Administrative Agent...............................52
        11.03  Defaults.......................................................53
        11.04  Rights as a Bank...............................................53
        11.05  Indemnification................................................53
        11.06  Non-Reliance on Administrative Agent and Other Banks...........54
        11.07  Failure to Act.................................................54
        11.08  Resignation of Administrative Agent............................54


Section 12.  Miscellaneous....................................................55
        12.01  Waiver.........................................................55
        12.02  Notices........................................................55
        12.03  Expenses, Etc..................................................56
        12.04  Amendments, Etc................................................56
        12.05  Successors and Assigns.........................................57
        12.06  Survival.......................................................60
        12.07  Captions.......................................................61
        12.08  Counterparts...................................................61

                      AMENDED AND RESTATED CREDIT AGREEMENT

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                                      -iv-


         12.09  Governing Law; Submission to Jurisdiction.....................61
         12.10  Waiver of Jury Trial..........................................62
         12.11  Treatment of Certain Information; Confidentiality.............62
         12.12  Judgment Currency.............................................63
         12.13  European Monetary Union.......................................64


                      AMENDED AND RESTATED CREDIT AGREEMENT
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SCHEDULE I   - Commitments
SCHEDULE II  - Indebtedness and Liens
SCHEDULE III - Litigation
SCHEDULE IV  - Environmental Matters
SCHEDULE V   - Subsidiaries

EXHIBIT A-1  - Form of Opinion of Paul S. Giordano, Esq., Counsel to XL Capital
EXHIBIT A-2  - Form of Opinion of Special U.S. Counsel to the Obligors
EXHIBIT A-3  - Form of Opinion of Special Bermuda Counsel to XL Insurance
               and XL Re
EXHIBIT A-4  - Form of Opinion of Special Cayman Islands Counsel to XL Capital
               and Mid Ocean
EXHIBIT B    - Form of Opinion of Special New York Counsel to Chase
EXHIBIT C    - Form of Assignment and Acceptance

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>


              AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 31, 2001,
between XL CAPITAL LTD, a company incorporated under the laws of the Cayman
Islands, British West Indies ("XL CAPITAL"), XL INSURANCE LTD, a Bermuda limited
liability company ("XL INSURANCE"), MID OCEAN LIMITED, a corporation duly
organized and validly existing under the laws of the Cayman Islands, British
West Indies ("MID OCEAN") and XL RE, LTD (formerly known as XL MID OCEAN
REINSURANCE LTD), a Bermuda limited liability company ("XL RE" and, together
with XL Capital, XL Insurance and Mid Ocean, each a "BORROWER" and each a
"GUARANTOR" and, collectively, the "BORROWERS" and the "GUARANTORS"; the
Borrowers and the Guarantors being collectively referred to as the "OBLIGORS"),
the BANKS party hereto, and THE CHASE MANHATTAN BANK, as Administrative Agent.

              WHEREAS, the Obligors, the Administrative Agent, and certain of
the Banks are parties to a Credit Agreement dated as of September 2, 1997 (as
heretofore amended and supplemented and in effect immediately prior to the
effectiveness of this Agreement, the "EXISTING CREDIT AGREEMENT");

              WHEREAS, the parties hereto wish to amend the Existing Credit
Agreement in certain respects to make certain modifications thereto, and to
restate the Existing Credit Agreement in its entirety as so amended, it being
the intention of the parties hereto that the loans outstanding under the
Existing Credit Agreement on the Effective Date (as defined below) shall
continue and remain outstanding hereunder and not be repaid on the Effective
Date;

              NOW, THEREFORE, the parties hereto agree as follows:

              Section 1. DEFINITIONS AND ACCOUNTING MATTERS.

              1.01 CERTAIN DEFINED TERMS. As used herein, the following terms
shall have the following meanings (all terms defined in this Section 1.01 or in
other provisions of this Agreement in the singular to have the same meanings
when used in the plural and VICE VERSA):

              "ADMINISTRATIVE AGENT'S ACCOUNT" shall mean, for each Currency, an
account in respect of such Currency designated by the Administrative Agent in a
notice to XL Capital and the Banks.

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

              "AFFILIATE" shall mean, 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.

              "AGREED FOREIGN CURRENCY" shall mean at any time any of Australian
Dollars, English Pounds Sterling, Japanese Yen, New Zealand Dollars and, with
the agreement of each

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -2-


Bank, any other Foreign Currency, so long as at such time (a) such Currency is
dealt with in the London (or, in the case of English Pounds Sterling, Paris)
interbank deposit market, (b) such Currency is freely transferable and
convertible into Dollars in the London foreign exchange market and (c) 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 Bank for making any
Loan hereunder and/or to permit any Borrower to borrow and repay the principal
thereof and to pay the interest thereon, unless such authorization has been
obtained and is in full force and effect.

              "APPLICABLE FACILITY FEE RATE" AND "APPLICABLE MARGIN" shall mean,
during any period when any Rating Group set forth below is applicable, with
respect to any facility fee payable hereunder or any Type of Loan outstanding
hereunder, the percentage set forth below opposite such fee or Type of Loan
under such Rating Group:

   ============================ ============== =============== ==============
                                Rating Group    Rating Group   Rating Group
           Fee or Loan                I              II             III
   ---------------------------- -------------- --------------- --------------
          Facility Fee             0.070%          0.100%         0.150%
   ---------------------------- -------------- --------------- --------------

       Eurocurrency Loans          0.155%          0.225%         0.325%
   ---------------------------- -------------- --------------- --------------
         Base Rate Loans           0.000%          0.000%         0.000%
   ============================ ============== =============== ==============

For the purposes of this Agreement, any change in the Applicable Facility Fee
Rate or Applicable Margin for any facility fee or any outstanding Loans by
reason of (a) a change in the Standard & Poor's Rating shall become effective on
the date of announcement or publication of a change in such rating or, in the
absence of such announcement or publication, on the effective date of such
changed rating and (b) any other change in the Rating Group shall become
effective on the date of the occurrence of the event that resulted in such
change in the Rating Group.

              "APPLICABLE LENDING OFFICE" shall mean, for each Bank and for each
Type and Currency of Loan, the "Lending Office" of such Bank (or of an Affiliate
of such Bank) designated for such Type and Currency of Loan in the
Administrative Questionnaire submitted by such Bank or such other office of such
Bank (or of an Affiliate of such Bank) as such Bank may from time to time
specify to the Administrative Agent and XL Capital as the office by which its
Loans of such Type and Currency are to be made and maintained.

              "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and
acceptance entered into by a Bank and an assignee (with the consent of any
Person whose consent is required by

                      AMENDED AND RESTATED CREDIT AGREEMENT
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                                      -3-


Section 12.05(b) hereof), and accepted by the Administrative Agent, in the form
of Exhibit C hereto or any other form approved by the Administrative Agent.

              "BANK" shall mean each of the lenders that is a signatory hereto
identified under the caption "BANKS" on the signature pages hereto or that,
pursuant to Section 12.05(b) hereof, shall become a "Bank" hereunder.

              "BANK AFFILIATE" shall mean, with respect to any Bank, (a) an
Affiliate of such Bank or (b) any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Bank or an Affiliate of such
Bank.

              "BASE RATE" shall mean, for any day, a rate per annum equal to the
higher of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Rate shall be effective from and
including the effective date of such change in the Prime Rate or the Federal
Funds Rate, respectively.

              "BASE RATE LOANS" shall mean Loans denominated in Dollars that
bear interest at rates based upon the Base Rate.

              "BASLE ACCORD" shall mean the proposals for risk-based capital
framework described by the Basle Committee on Banking Regulations and
Supervisory Practices in its paper entitled "International Convergence of
Capital Measurement and Capital Standards" dated July 1988, as amended, modified
and supplemented and in effect from time to time or any replacement thereof.

              "BERMUDA COMPANIES LAW" shall mean the Companies Act of 1981, as
amended, and the regulations promulgated thereunder.

              "BERMUDA INSURANCE LAW" shall mean the Insurance Act of 1978, as
amended, and the regulations promulgated thereunder.

              "BORROWER JURISDICTION" shall mean (a) Bermuda, (b) the Cayman
Islands and (c) any other country (i) where any Borrower is licensed or
qualified to do business or (ii) from or through which payments hereunder are
made by any Borrower.

              "BUSINESS DAY" shall mean any day (a) that is not a Saturday,
Sunday or other day on which commercial banks in New York City, the Cayman
Islands, British West Indies or

                      AMENDED AND RESTATED CREDIT AGREEMENT
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                                      -4-


Bermuda are authorized or required by law to remain closed, (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
Eurocurrency Loan or to a notice by a Borrower with respect to any such
borrowing, payment, prepayment, continuation, conversion, or Interest Period,
that is also a day on which dealings in deposits denominated in the Currency of
such Loan are carried out in the London interbank market and (c) if such day
relates to a borrowing of, a payment or prepayment of principal of or interest
on, or the Interest Period for, any Loan denominated in any Foreign Currency or
a notice by a Borrower with respect to any such borrowing, payment, prepayment
or Interest Period, that is also a day on which commercial banks settle payments
in the Principal Financial Center for the Currency in which such Loan is
denominated and in which the London foreign exchange market settles payments in
such Currency.

              "CAPITAL LEASE OBLIGATIONS" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
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" shall mean the occurrence of any of the
following events or conditions: (a) any Person or group of Persons (as used in
Sections 13 and 14 of the Securities Exchange Act of 1934, and the rules and
regulations thereunder) shall have become the beneficial owner (as defined in
rules promulgated by the SEC) of more than 40% of the voting securities of XL
Capital; (b) the sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of the assets of
XL Capital; 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.

              "CHASE" shall mean The Chase Manhattan Bank.

              "CLASS" shall have the meaning assigned to such term in Section
1.03 hereof.

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

              "COMMITMENT" shall mean, as to each Bank, the obligation of such
Bank to make Loans pursuant to Section 2.01 hereof in an aggregate principal
amount at any one time outstanding up to but not exceeding the amount set
opposite such Bank's name on Schedule I hereto under the caption "Commitment"
(as the same may at any time or from time to time be

                      AMENDED AND RESTATED CREDIT AGREEMENT

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                                      -5-


reduced pursuant to Section 2.03 hereof or be increased or reduced pursuant to
Section 12.05 hereof).

              "COMMITMENT TERMINATION DATE" shall mean September 2, 2002;
PROVIDED that, if such date is not a Business Day, the Commitment Termination
Date shall be the next preceding Business Day.

              "CONSOLIDATED NET WORTH" shall mean, at any date, the consolidated
stockholders' equity of XL Capital and its Subsidiaries.

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

              "CURRENCY" shall mean Dollars or any Foreign Currency.

              "DEFAULT" shall mean 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" shall mean, with respect to any Loan
denominated in any Foreign Currency, the amount of Dollars that would be
required to purchase the amount of the Foreign Currency of such Loan on the date
such Loan is requested (or (i) in the case of any determination made under
Section 2.01(c) hereof, on the date of any borrowing referred to in said Section
2.01(c) and (ii) in the case of any determination made under Section 2.09 or
redenomination under the last sentence of Section 4.01 hereof, on the date of
determination or redenomination therein referred to), based upon the spot
selling rate at which Chase offers to sell such Foreign Currency for Dollars in
the London foreign exchange market at approximately 11:00 a.m. London time for
delivery two Business Days later.

              "DOLLARS" and "$" shall mean lawful money of the United States of
America.

              "EFFECTIVE DATE" shall mean the date on which the conditions
specified in Section 7.01 are satisfied (or waived in accordance with Section
12.04).

              "ENVIRONMENTAL LAWS" shall mean 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,

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -6-


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" shall mean any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of a Borrower 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" shall mean, with respect to any Person, any
outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including, without limitation, any stockholders' or
voting trust agreements) for the issuance, sale, registration or voting of, or
outstanding 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" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and the
rulings issued thereunder.

              "ERISA AFFILIATE" shall mean any trade or business (whether or not
incorporated) that, together with any Borrower, 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" shall mean (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 Borrower or any of such
Borrower's ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by any Borrower 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 Borrower 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 Borrower or any
ERISA Affiliate of any notice, or the receipt by

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -7-


any Multiemployer Plan from any Borrower 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.

              "EUROCURRENCY BASE RATE" shall mean, with respect to any
Eurocurrency Loan in Dollars or any Agreed Foreign Currency for the Interest
Period therefor:

              (a) the arithmetic mean, as calculated by the Administrative
       Agent, of the respective rates per annum (rounded upwards, if necessary,
       to the nearest 1/16 of 1%) of the rates appearing on the Screen at
       approximately 11:00 a.m. London time (or as soon thereafter as
       practicable) two Business Days prior to the first day of the Interest
       Period for such Loan as LIBOR for such Currency having a term comparable
       to such Interest Period; or

              (b) if the Screen shall cease to report such LIBOR or, in the
       reasonable judgment of the Majority Banks, shall cease accurately to
       reflect such LIBOR (as reported by any publicly available source of
       similar market data selected by the Majority Banks that, in the
       reasonable judgment of the Majority Banks, accurately reflects LIBOR for
       such Currency), the Eurocurrency Base Rate shall mean, with respect to
       such Eurocurrency Loan for such Interest Period the rate per annum
       (rounded upwards, if necessary, to the nearest 1/16 of 1%), as determined
       by the Administrative Agent, quoted by the Reference Bank at
       approximately 11:00 a.m. London time (or as soon thereafter as
       practicable) two Business Days prior to the first day of the Interest
       Period for such Eurocurrency Loan for the offering by the Reference Bank
       to leading banks in the London (or, in the case of Loans denominated in
       English Pounds Sterling, Paris) interbank market of deposits denominated
       in such Currency having a term comparable to such Interest Period and in
       an amount equal to $1,000,000 (or the Foreign Currency Equivalent
       thereof).

              "EUROCURRENCY LOANS" shall mean Loans made to any Borrower in
Dollars or any Agreed Foreign Currency, which Loans bear interest at rates based
on rates referred to in the definition of "Eurocurrency Base Rate" in this
Section 1.01.

              "EUROCURRENCY RATE" shall mean, for any Eurocurrency Loan for the
Interest Period therefor, a rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) determined by the Administrative Agent to be equal to
the Eurocurrency Base Rate for such Loan for such Interest Period multiplied by
the Reserve Rate (if any) for such Interest Period.

              "EVENT OF DEFAULT" shall have the meaning assigned to such term in
Section 10 hereof.

                      AMENDED AND RESTATED CREDIT AGREEMENT
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                                      -8-


              "FEDERAL FUNDS RATE" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, PROVIDED that (a) if the day for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to Chase on such Business Day on such
transactions as determined by the Administrative Agent.

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

              "FOREIGN CURRENCY" shall mean at any time any Currency other than
Dollars.

              "FOREIGN CURRENCY EQUIVALENT" shall mean, with respect to any
amount in Dollars, the amount of any Foreign Currency that could be purchased
with such amount of Dollars using the reciprocal of the foreign exchange rate(s)
specified in the definition of the term "Dollar Equivalent", as determined by
the Administrative Agent.

              "FRB" shall mean the Board of Governors of the Federal Reserve
System (or any successor thereto).

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

              "GOVERNMENTAL AUTHORITY" shall mean the government of the United
States of America, or of any other nation, 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.

              "GUARANTEE" shall mean 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 without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefore for the purpose of assuring the
holder of such Indebtedness, (ii) to advance or provide funds or other support
for the payment or

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -9-


purchase of any such Indebtedness or to maintain working capital, solvency or
other balance sheet condition of such other Person (including without limitation
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.

              "HAZARDOUS MATERIALS" shall mean 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" shall mean 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" shall mean, 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) or
corporate member of The Council of Lloyd's or as a provider of financial or
investment services or contracts (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.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -10-


              "INTEREST PERIOD" shall mean:

              (a) with respect to any Eurocurrency Loan, the period commencing
       on the date such Loan is made and ending on the numerically corresponding
       day in the first, second, third, or sixth calendar month thereafter, as
       XL Capital may select as provided in Section 4.05 hereof, except that
       each Interest Period that commences on the last Business Day of a
       calendar month (or on any day for which there is no numerically
       corresponding day in the appropriate subsequent calendar month) shall end
       on the last Business Day of the appropriate subsequent calendar month;

              (b) with respect to any Base Rate Loan, the period commencing on
       the date such Base Rate Loan is made and ending on the earlier of the
       first Quarterly Date thereafter or the Commitment Termination Date.

Notwithstanding the foregoing: (i) if any Interest Period for any Loan would
otherwise end after the Commitment Termination Date in existence at the time
such Interest Period is selected, such Interest Period shall not be available
hereunder; (ii) each Interest Period that would otherwise end on a day that is
not a Business Day shall end on the next succeeding Business Day (or, in the
case of an Interest Period for a Eurocurrency Loan, if such next succeeding
Business Day falls in the next succeeding calendar month, on the next preceding
Business Day); and (iii) notwithstanding clauses (i) and (ii) above, no Interest
Period for any Eurocurrency Loan shall have a duration of less than one month
and, if the Interest Period for any Eurocurrency Loan would otherwise be a
shorter period, such Interest Period shall not be available hereunder.

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

              "LETTER OF CREDIT AGREEMENT" shall mean the Letter of Credit and
Reimbursement Agreement dated as of June 29, 2001 between the Obligors, the
lenders party thereto and Chase, as administrative agent for such lenders.

              "LIBOR" shall mean, for any Currency, the rate at which deposits
in such Currency are offered to lending banks in the London (or, in the case of
English Pounds Sterling, Paris) interbank market.

              "LIEN" shall mean, 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.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -11-


              "LOANS" shall mean Loans provided for by Section 2.01 hereof which
may be Base Rate Loans or Eurocurrency Loans.

              "LOCAL TIME" shall mean, with respect to any Loan denominated in
or any payment to be made in any Currency, the local time in the Principal
Financial Center for the Currency in which such Loan is denominated or such
payment is to be made.

              "MAJORITY BANKS" shall mean Banks having more than 50% of the
aggregate amount of the Commitments or, if the Commitments shall have
terminated, Banks holding more than 50% of the aggregate unpaid principal amount
of the Loans.

              "MARGIN STOCK" shall mean "margin stock" within the meaning of
Regulations T, U and X of the FRB.

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

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

              "NON-U.S. BENEFIT PLAN" shall mean any plan, fund (including any
superannuation fund) or other similar program established or maintained outside
the United States by any Borrower or any of their Subsidiaries, with respect to
which such Borrower or such Subsidiary has an obligation to contribute, for the
benefit of employees of such Borrower 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.

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

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

              "PLAN" shall mean 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 Borrower or
any ERISA Affiliate is (or, if such plan were

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -12-


terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

              "POST-DEFAULT RATE" shall mean, in respect of any principal of any
Loan or any other amount under this Agreement that is not paid when due (whether
at stated maturity, by acceleration, by optional or mandatory prepayment or
otherwise), a rate per annum equal to 2% PLUS the Base Rate as in effect from
time to time (PROVIDED that, if the amount so in default is principal of a
Eurocurrency Loan and the due date thereof is a day other than the last day of
such Interest Period therefor, the "Post-Default Rate" for such principal shall
be, for the period from and including such due date to but excluding the last
day of such Interest Period, 2% plus the interest rate for such Loan as provided
in Section 3.02 hereof and, thereafter, the rate provided for above in this
definition).

              "PRIME RATE" shall mean the rate of interest from time to time
announced by Chase at its principal office in New York, New York as its prime
commercial lending rate.

              "PRINCIPAL FINANCIAL CENTER" shall mean, in the case of any
Currency, the principal financial center of the country that issues such
Currency, as determined by the Administrative Agent.

              "PRIVATE ACT" shall mean separate legislation enacted in Bermuda
with the intention that such legislation apply specifically to a Borrower, in
whole or in part.

              "PROPERTY" shall mean any right or interest in or to property of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

              "QUARTERLY DATES" shall mean the last Business Day of January,
April, July and October in each year, the first of which shall be the first such
day after the date hereof.

              "RATING GROUP" shall mean any of Rating Group I, Rating Group II
or Rating Group III.

              "RATING GROUP I" shall mean (a) no Event of Default has occurred
and is continuing and the Standard & Poor's Rating is at or above AA; "RATING
GROUP II" shall mean (a) Rating Group I is not in effect and (b) no Event of
Default has occurred and is continuing and (c) the Standard & Poor's Rating is
at or above A; and "RATING GROUP III" shall mean neither Rating Group I nor
Rating Group II is in effect.

              "REFERENCE BANK" shall mean Chase.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -13-


              "REGISTER" shall have the meaning assigned to such term in Section
12.05 hereof.

              "REGULATIONS A, D, U AND X" shall mean, respectively, Regulations
A, D, U and X of the FRB, as the same may be modified and supplemented and in
effect from time to time.

              "REGULATORY CHANGE" shall mean, with respect to any Bank, any
change after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or the adoption or making after
such date of any interpretation, directive or request applying to a class of
banks including such Bank of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

              "RELATED PARTIES" shall mean, 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.

              "RESERVE RATE" shall mean 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 FRB to which member banks of the Federal Reserve System in
New York City with deposits exceeding $1,000,000,000 are subject with respect to
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D). Such reserve percentages shall include those imposed pursuant to
Regulation D. The Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

              "REVOLVING CREDIT AGREEMENT" shall mean the 364-Day Credit
Agreement dated as of June 29, 2001 between the Obligors, the lenders party
thereto and Chase, as administrative agent for such lenders.

              "SAP" shall mean, as to each Borrower and each Subsidiary that
offers insurance products, the statutory accounting practices prescribed or
permitted by the relevant Governmental Authority for such Borrower'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 Borrower 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 1.02.

              "SCREEN" shall mean, for any Currency, the relevant display page
for LIBOR for such Currency (as determined by the Administrative Agent) on the
Telerate Service or on any

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -14-


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 deposits of such Currency in the London interbank market.

              "SEC" shall mean the Securities and Exchange Commission or any
governmental authority succeeding to its principal functions.

              "STANDARD & POOR'S" shall mean Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., or any successor thereto.

              "STANDARD AND POOR'S RATING" shall mean, as at any date, the
claims-paying rating of XL Re most recently published by Standard & Poor's.

              "SUBSIDIARY" shall mean, 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" shall mean a Subsidiary of a Borrower.

              "TAXES" shall have the meaning assigned to such term in Section
5.05(a) hereof.

              "TOTAL FUNDED DEBT" shall mean, 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" shall mean the execution, delivery and performance
by the Obligors of this Agreement, the borrowing of Loans and the use of the
proceeds thereof.

              "TYPE" shall have the meaning assigned to such term in Section
1.03 hereof.

              "WHOLLY OWNED SUBSIDIARY" shall mean, with respect to any Person,
any corporation, partnership or other entity of which all of the equity
securities or other ownership interests (other than, in the case of a
corporation or other similar legal entity, directors' qualifying shares or
shares held by residents of the jurisdiction in which such corporation or other
similar legal entity is organized as required by the law of such jurisdiction)
are directly or indirectly owned or controlled by such Person or one or more
Wholly Owned Subsidiaries of such Person or by such Person and one or more
Wholly Owned Subsidiaries of such Person.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -15-


              "WITHDRAWAL LIABILITY" shall mean 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.

              1.02 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 Borrowers 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 Borrowers that
the Majority Banks 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.

              1.03 CURRENCIES AND TYPES OF LOANS. Loans hereunder are
distinguished by "Currency" and by "Type". The "Currency" of a Loan refers to
the Currency in which such Loan is denominated. The "Type" of a Loan refers to
whether such Loan is a Base Rate Loan or a Eurocurrency Loan, each of which
constitutes a Type. Loans may be identified by one or more of their Currency and
Type.

              Section 2. COMMITMENTS, LOANS AND PREPAYMENTS.

              2.01 LOANS.

              (a) Each Bank severally agrees, on the terms and conditions of
this Agreement, to make loans to any Borrower in Dollars or in any Agreed
Foreign Currency during the period from and including the date hereof to but not
including the Commitment Termination Date in an aggregate principal amount at
any one time outstanding up to but not exceeding the amount of the Commitment of
such Bank as in effect from time to time. Subject to the terms and conditions of
this Agreement, during such period the Borrowers may borrow, prepay, repay and
reborrow the amount of the Commitments.

              (b) If, after giving effect to any Loan to be made under this
Section 2.01, more than four separate Interest Periods in respect of Loans
denominated in any single Currency would be outstanding at the same time (for
which purpose Interest Periods described in different lettered clauses of the
definition of the term "Interest Period" shall be deemed to be different
Interest

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -16-


Periods even if they are coterminous), then such Loan shall not be required to
be made hereunder.

              (c) For purposes of determining (i) whether the amount of any
borrowing of Loans, together with all other Loans then outstanding, would exceed
the aggregate amount of Commitments, (ii) under Section 2.03(b) hereof, the
aggregate unutilized amount of the Commitments and (iii) under Section 7.02
hereof, the outstanding aggregate principal amount of Loans, the outstanding
principal amount of any Loan that is denominated in any Foreign Currency shall
be deemed to be the Dollar Equivalent (determined as of the date of borrowing of
such Loan) of the amount in the Foreign Currency of such Loan of the amount in
the Currency of such Loan.

              2.02 BORROWINGS OF LOANS. XL Capital shall give the Administrative
Agent notice of each borrowing of Loans hereunder as provided in Section 4.05
hereof. Not later than 11:00 a.m. Local Time on the date specified for each
borrowing of Loans hereunder, each Bank shall make available the amount of the
Loan or Loans to be made by it on such date to the Administrative Agent, at the
Administrative Agent's Account for the Currency in which such Loan is
denominated, in immediately available funds, for account of the relevant
Borrower. The amount so received by the Administrative Agent shall, subject to
the terms and conditions of this Agreement, be made available to the relevant
Borrower by depositing the same, in immediately available funds, in an account
of such Borrower designated by XL Capital.

              2.03 CHANGES OF COMMITMENTS; REDUCTION OF MAXIMUM LOAN AMOUNTS.

              (a) The aggregate amount of the Commitments shall be automatically
reduced to zero on the Commitment Termination Date.

              (b) The Borrowers shall have the right at any time or from time to
time (i) so long as no Loans are (or at the time will be) outstanding, to
terminate the Commitments and (ii) to reduce the aggregate unutilized amount of
the Commitments; PROVIDED that (x) XL Capital shall give notice of each such
termination or reduction as provided in Section 4.05 hereof and (y) each partial
reduction of Commitments shall be in an aggregate amount at least equal to
$10,000,000 (or a larger integral multiple of $1,000,000).

              (c) The Commitments once terminated or reduced may not be
reinstated.

              2.04 FEES.

              (a) FACILITY FEE. XL Capital shall pay to the Administrative Agent
for account of each Bank a facility fee on the daily average amount of such
Bank's Commitment (whether used

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -17-


or unused), for the period from and including the date hereof to but not
including the earlier of the date such Commitment is terminated and the
Commitment Termination Date, at a rate per annum equal to the Applicable
Facility Fee Rate. Accrued facility fee shall be payable on each Quarterly Date
and on the earlier of the date the Commitments are terminated and the Commitment
Termination Date.

              (b) UTILIZATION FEE. XL Capital shall pay to the Administrative
Agent for account of each Bank, during any period that the aggregate outstanding
principal amount of Loans exceeds 50% of the aggregate amount of the
Commitments, a utilization fee on the daily average aggregate outstanding
principal amount of such Bank's Loans at a rate per annum equal to 0.025% per
annum. Accrued utilization fee shall be payable on each Quarterly Date and on
the earlier of the date the Commitments are terminated and the Commitment
Termination Date interest on such Bank's Loans are payable.

              2.05 LENDING OFFICES. The Loans of each Type and Currency made by
each Bank shall be made and maintained at such Bank's Applicable Lending Office
for Loans of such Type and Currency.

              2.06 SEVERAL OBLIGATIONS. The failure of any Bank to make any Loan
to be made by it on the date specified therefor shall not relieve any other Bank
of its obligation to make its Loan on such date, and neither any Bank nor the
Administrative Agent shall be responsible for the failure of any other Bank to
make a Loan to be made by such other Bank.

              2.07 EVIDENCE OF DEBT.

              (a) Each Bank shall maintain in accordance with its usual practice
an account or accounts evidencing, with respect to each Loan made by such Bank
to each Borrower, the amounts of principal of and interest on such Loan payable
and paid to such Bank from time to time hereunder.

              (b) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Type and Currency
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower to each Bank hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for account of the Banks and each Bank's share
thereof.

              (c) The entries made in the accounts maintained pursuant to clause
(a) or (b) of this Section 2.07 shall be PRIMA FACIE evidence of the existence
and amounts of the obligations recorded therein; PROVIDED that the failure of
any Bank or the Administrative Agent to maintain

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -18-


such accounts or any error therein shall not in any manner affect the obligation
of the Borrowers to repay the principal of, interest on, and other amounts in
respect of, Loans in accordance with the terms of this Agreement.

              (d) Any Bank may request that Loans made by it be evidenced by a
promissory note of each Borrower. In such event the Borrowers shall prepare,
execute and deliver to such Bank a promissory note payable to the order of such
Bank.

              2.08 OPTIONAL PREPAYMENTS. Subject to Sections 3.02, 4.04 and 5.04
hereof, Loans may be prepaid at any time or from time to time, PROVIDED that, XL
Capital shall give the Administrative Agent notice of each such prepayment as
provided in Section 4.05 hereof (and, upon the date specified in any such notice
of prepayment, the amount to be prepaid shall become due and payable hereunder).

              2.09 MANDATORY PREPAYMENTS.

              (a) Upon the receipt by the Administrative Agent of a Currency
Valuation Notice (as defined below) and on each Quarterly Date, the
Administrative Agent shall promptly determine the aggregate outstanding
principal amount of all Loans (for which purpose the outstanding principal
amount of any Loan that is denominated in any Foreign Currency shall be deemed
to be the Dollar Equivalent (determined as of the Business Day on which the
Administrative Agent shall have received such Currency Valuation Notice prior to
11:00 a.m. New York time (or, if received by the Administrative Agent after such
time on any Business Day, as of the next succeeding Business Day) or as of such
Quarterly Date, as the case may be, of the amount in the Foreign Currency of
such Loan). Upon making such determination, the Administrative Agent shall
promptly notify the Banks and XL Capital thereof.

              (b) If, on the date of such determination the aggregate
outstanding principal amount of all Loans exceeds 105% of the aggregate amount
of the Commitments as then in effect, the Borrowers shall, if requested by the
Majority Banks (through the Administrative Agent), prepay the Loans in an amount
so that after giving effect thereto the aggregate outstanding principal amount
of the Loans does not exceed the Commitments; PROVIDED that, any such payment
shall be accompanied by any amounts payable under Sections 3.02 and 5.04 hereof.

              For purposes of this Section 2.09, "CURRENCY VALUATION NOTICE"
shall mean a notice given by the Majority Banks to the Administrative Agent
stating that such notice is a "Currency Valuation Notice" and requesting that
the Administrative Agent determine the aggregate outstanding principal amount of
all Loans.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -19-


              Anything in this Section 2.09 to the contrary notwithstanding, the
Administrative Agent shall not be required to make more than one valuation
determination pursuant to Currency Valuation Notices within any rolling three
month period.


              Section 3. PAYMENTS OF PRINCIPAL AND INTEREST.

              3.01 REPAYMENT OF LOANS. Each Borrower hereby promises to pay to
the Administrative Agent for account of each Bank the principal of each Loan
made by such Bank to such Borrower, and each Loan shall mature, on the last day
of the Interest Period therefor.

              3.02 INTEREST. Each Borrower hereby promises to pay to the
Administrative Agent for account of each Bank interest on the unpaid principal
amount of each Loan made by such Bank to such Borrower for the period from and
including the date of such Loan to but excluding the date such Loan shall be
paid in full, at the following rates per annum:

              (a) if such Loan is a Base Rate Loan, the Base Rate (as in effect
       from time to time);

              (b) if such Loan is a Eurocurrency Loan, the Eurocurrency Rate for
       such Loan for the Interest Period therefor PLUS the Applicable Margin.

Notwithstanding the foregoing, each Borrower hereby promises to pay to the
Administrative Agent for account of each Bank interest at the applicable
Post-Default Rate on any principal of any Loan made by such Bank and on any
other amount payable by such Borrower hereunder to or for account of such Bank,
that shall not be paid in full when due (whether at stated maturity, by
acceleration, by mandatory prepayment or otherwise), for the period from and
including the due date thereof to but excluding the date the same is paid in
full. Accrued interest on each Loan shall be payable (i) on the last day of the
Interest Period therefor and, if such Interest Period is longer than three
months (in the case of a Eurocurrency Loan), at three-month intervals following
the first day of such Interest Period, and (ii) in the case of any Loan, upon
the payment or prepayment thereof (but only on the principal amount so paid or
prepaid), except that interest payable at the Post-Default Rate shall be payable
from time to time on demand. Promptly after the determination of any interest
rate provided for herein or any change therein, the Administrative Agent shall
give notice thereof to the Banks to which such interest is payable and to XL
Capital.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -20-


              Section 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

              4.01 PAYMENTS.

              (a) Except to the extent otherwise provided herein, all payments
of principal and interest on any Loan and other amounts to be paid by any
Borrower under this Agreement shall be made in the Currency in which such Loan
or other amount is denominated, in immediately available funds, without
deduction, set-off or counterclaim, to the Administrative Agent at the
Administrative Agent's Account for the Currency in which such Loan or other
amount is denominated, not later than 11:00 a.m. Local Time on the date on which
such payment shall become due (each such payment made after such time on such
due date to be deemed to have been made on the next succeeding Business Day),
PROVIDED that if a new Loan is to be made by any Bank to any Borrower on a date
any Borrower is to repay any principal of an outstanding Loan of such Bank and
in the same Currency, such Bank shall apply the proceeds of such new Loan to the
payment of the principal to be repaid and only an amount equal to the difference
between the principal to be borrowed and the principal to be repaid shall be
made available by such Bank to the Administrative Agent as provided in Section
2.02 hereof or paid by such Borrower to the Administrative Agent pursuant to
this Section 4.01, as the case may be. All amounts owing under this Agreement
(including facility fees and utilization fees, but not including principal of,
and interest on, Loans denominated in any Foreign Currency) are payable in
Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any
principal of any Loan when due (whether at stated maturity, by acceleration, by
mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if
such Loan is not denominated in Dollars, automatically be redenominated in
Dollars on the due date thereof (or, if such due date is a day other than the
last day of the Interest Period therefor, on the last day of such Interest
Period) in an amount equal to the Dollar Equivalent thereof on the date of such
redenomination and such principal shall be payable on demand; and if any
Borrower shall fail to pay any interest on any Loan that is not denominated in
Dollars, such interest shall automatically be redenominated in Dollars on the
due date thereof (or, if such due date is a day other than the last day of the
Interest Period therefor, on the last day of such Interest Period) in an amount
equal to the Dollar Equivalent thereof on the date of such redenomination and
such interest shall be payable on demand.

              (b) Subject to the proviso to the first sentence of Section
4.01(a) above, any Bank for whose account any such payment is to be made may
(but shall not be obligated to) debit the amount of any such payment that is not
made by such time to any ordinary deposit account of any Borrower with such Bank
(with notice to XL Capital and the Administrative Agent).

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -21-


              (c) Each Borrower shall, at the time of making each payment under
this Agreement for account of any Bank, specify to the Administrative Agent
(which shall so notify the intended recipient(s) thereof) the Loans or other
amounts payable by such Borrower hereunder to which such payment is to be
applied (and in the event that such Borrower fails to so specify, or if an Event
of Default has occurred and is continuing, the Administrative Agent may
distribute such payment to the Banks for application in such manner as it or the
Majority Banks, subject to Section 4.02 hereof, may determine to be
appropriate).

              (d) Each payment received by the Administrative Agent under this
Agreement for account of any Bank shall be paid by the Administrative Agent
promptly to such Bank, in immediately available funds, for account of such
Bank's Applicable Lending Office for the Loan or other obligation in respect of
which such payment is made.

              (e) If the due date of any payment under this Agreement would
otherwise fall on a day that is not a Business Day, such date shall be extended
to the next succeeding Business Day, and interest shall be payable for any
principal so extended for the period of such extension.

              4.02 PRO RATA TREATMENT. Except to the extent otherwise provided
herein:

              (a) each borrowing under Section 2.01 hereof shall be made from
       the Banks pro rata according to their respective Commitments;

              (b) each payment of facility fee under Section 2.04(a) hereof
       shall be made for account of the Banks, and each termination or reduction
       of the amount of the Commitments under Section 2.03 hereof shall be
       applied to the respective Commitments of the Banks, pro rata according to
       the amounts of their respective Commitments;

              (c) Eurocurrency Loans denominated in the same Currency and having
       the same Interest Period shall (other than as provided in Section 5.03
       hereof) be allocated pro rata among the Banks according to their
       respective Commitments;

              (d) each payment or prepayment by any Borrower of principal of
       Loans of any Type and denominated in any Currency shall be made for
       account of the Banks pro rata in accordance with the respective unpaid
       principal amounts of the Loans of such Type and denominated in such
       Currency held by them; and

              (e) each payment by any Borrower of interest and utilization fees
       on Loans of any Type and denominated in any Currency shall be made for
       account of the Banks pro rata in accordance with the amounts of interest
       and utilization fees on Loans of such Type and denominated in such
       Currency then due and payable to them.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -22-


              4.03 COMPUTATIONS. Interest on Eurocurrency Loans (other than
Loans in English Pounds Sterling), facility fee and utilization fee shall be
computed on the basis of a year of 360 days and actual days elapsed (including
the first day but excluding the last day) occurring in the period for which
payable and interest on Base Rate Loans and Eurocurrency Loans in English Pounds
Sterling shall be computed on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed (including the first day but excluding the
last day) occurring in the period for which payable. Notwithstanding the
foregoing, for each day that the Base Rate is calculated by reference to the
Federal Funds Rate, interest on Base Rate Loans shall be computed on the basis
of a year of 360 days and actual days elapsed.

              4.04 MINIMUM AMOUNTS. Except for mandatory prepayments made
pursuant to Section 2.09 hereof, each borrowing and partial prepayment of
principal of Loans shall be in an aggregate amount at least equal to $5,000,000
or a larger integral multiple of $1,000,000 or, in the case of Eurocurrency
Loans denominated in any Agreed Foreign Currency, the Foreign Currency
Equivalent thereof (rounded downwards to the nearest 1,000 units of such Foreign
Currency). Borrowings or prepayments of Loans of different Types or denominated
in different Currencies or, in the case of Eurocurrency Loans, having different
Interest Periods at the same time hereunder shall be deemed separate borrowings
and prepayments for purposes of this Section 4.04, one for each Type, Currency
or Interest Period. In addition, the aggregate principal amount of Eurocurrency
Loans having the same Interest Period shall be in an amount at least equal to
$5,000,000 or a larger integral multiple of $1,000,000 or, in the case of
Eurocurrency Loans denominated in any Agreed Foreign Currency, the Foreign
Currency Equivalent thereof (rounded downwards to the nearest 1,000 units of
such Foreign Currency) and, if (i) any Eurocurrency Loans denominated in Dollars
would otherwise be in a lesser principal amount for any period, such Loans shall
be Base Rate Loans during such period and (ii) any Eurocurrency Loans
denominated in any Foreign Currency would otherwise be in a lesser principal
amount for any period, such Loans shall be unavailable hereunder.

              4.05 CERTAIN NOTICES. Notices by XL Capital to the Administrative
Agent of terminations or reductions of the Commitments, of reductions of
borrowings and optional prepayments of Loans, of Types and Currencies of Loans
and of the duration of Interest Periods shall be irrevocable and shall be
effective only if received by the Administrative Agent not later than 10:00 a.m.
New York time (or, in the case of borrowings or prepayment of, or duration of
Interest Periods for, Eurocurrency Loans denominated in a Foreign Currency,
London time) on the number of Business Days prior to the date of the relevant
termination, reduction, borrowing or prepayment or the first day of such
Interest Period specified below:

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -23-


                                                     Number of
                                                     Business
                  Notice                             Days Prior
                  ------                             ----------

         Borrowing or prepayment of
         Base Rate Loans                             same day

         Borrowing or prepayment of,
         or duration of Interest
         Period for, Eurocurrency Loans
         denominated in Dollars                             3

         Borrowing or prepayment of,
         or duration of Interest
         Period for, Eurocurrency Loans
         denominated in a Foreign
         Currency                                           5

Each such notice of termination or reduction of the Commitments shall specify
the amount of the Commitments to be terminated or reduced. Each such notice of
borrowing or optional prepayment shall specify the Loans to be borrowed or
prepaid and the amount (subject to Section 4.04 hereof), Type and Currency of
each Loan to be borrowed or prepaid, the date of borrowing or optional
prepayment (which shall be a Business Day), the Interest Period of the Loans to
be borrowed or prepaid. The Administrative Agent shall promptly notify the Banks
of the contents of each such notice.

              4.06 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. Unless the
Administrative Agent shall have been notified by a Bank or any Borrower (the
"PAYOR") prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of any Bank) the proceeds of a Loan to be
made by such Bank hereunder or (in the case of a Borrower) a payment to the
Administrative Agent for account of one or more of the Banks hereunder (such
payment being herein called the "REQUIRED PAYMENT"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, repay to the Administrative Agent the amount so made available
together with interest thereon in respect of each day during the period
commencing on the date (the "ADVANCE DATE") such amount was so made available by
the Administrative Agent until but not including

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -24-


the date the Administrative Agent recovers such amount at a rate per annum equal
to the greater of (a) the Federal Funds Rate for such day and (b) a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation and, if such recipient(s) shall fail promptly to make
such payment, the Administrative Agent shall be entitled to recover such amount,
on demand, from the Payor, together with interest as aforesaid, PROVIDED that if
neither the recipient(s) nor the Payor shall return the Required Payment to the
Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be
obligated to pay interest on the Required Payment as follows:

              (i) if the Required Payment shall represent a payment to be made
       by any Borrower to the Banks, such Borrower and the recipient(s) shall
       each be obligated retroactively to the Advance Date to pay (without
       duplication) interest in respect of the Required Payment at the
       Post-Default Rate (without duplication of the obligation of such Borrower
       under Section 3.02 hereof to pay interest on the Required Payment at the
       Post-Default Rate), it being understood that the return by the
       recipient(s) of the Required Payment to the Administrative Agent shall
       not limit such obligation of such Borrower under said Section 3.02 to pay
       interest at the Post-Default Rate in respect of the Required Payment; and

              (ii) if the Required Payment shall represent proceeds of a Loan to
       be made by the Banks to any Borrower, the Payor and such Borrower shall
       each be obligated retroactively to the Advance Date to pay (without
       duplication) interest in respect of the Required Payment at the rate
       applicable to such Loan pursuant to Section 3.02 hereof, it being
       understood that the return by such Borrower of the Required Payment to
       the Administrative Agent shall not limit any claim such Borrower may have
       against the Payor in respect of such Required Payment.

              4.07 SHARING OF PAYMENTS, ETC.

              (a) Each Borrower agrees that, in addition to (and without
limitation of) any right of set-off, banker's lien or counterclaim a Bank may
otherwise have, each Bank shall be entitled, at its option (to the fullest
extent permitted by law), to set-off and apply any deposit (general or special,
time or demand, provisional or final), or other indebtedness, held by it for the
credit or account of such Borrower at any of such Bank's offices, in Dollars or
in any other currency, against any principal of or interest on any of such
Bank's Loans or any other amount payable to such Bank hereunder, that is not
paid when due (regardless of whether such deposit or other indebtedness is then
due to such Borrower), in which case it shall promptly notify XL Capital and the
Administrative Agent thereof, PROVIDED that such Bank's failure to give such
notice shall not affect the validity thereof.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -25-


              (b) If any Bank shall obtain from any Borrower payment of any
principal of or interest on any Loan and denominated in any Currency owing to it
or payment of any other amount under this Agreement through the exercise of any
right of set-off, banker's lien or counterclaim or similar right or otherwise
(other than from the Administrative Agent as provided herein), and, as a result
of such payment, such Bank shall have received a greater percentage of the
principal of or interest on the Loans denominated in such Currency (the
"APPLICABLE LOANS") or such other amounts then due hereunder by such Borrower to
such Bank than the percentage received by any other Bank to which principal of
or interest on the Applicable Loans or such other amounts is then due hereunder
by such Borrower, it shall promptly purchase from such other Banks
participations in (or, if and to the extent specified by such Bank, direct
interests in) the Applicable Loans or such other amounts, respectively, owing to
such other Banks (or in interest due thereon, as the case may be) in such
amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all such Banks shall share the benefit of such excess
payment (net of any expenses that may be incurred by such Bank in obtaining or
preserving such excess payment) pro rata in accordance with the unpaid principal
of and/or interest on the Applicable Loans or such other amounts, respectively,
owing to each of such Banks. To such end all such Banks shall make appropriate
adjustments among themselves (by the resale of participations sold or otherwise)
if such payment is rescinded or must otherwise be restored.

              (c) Each Borrower agrees that any Bank so purchasing such a
participation (or direct interest) may exercise all rights of set-off, banker's
lien, counterclaim or similar rights with respect to such participation as fully
as if such Bank were a direct holder of Loans or other amounts (as the case may
be) owing to such Bank in the amount of such participation (or direct interest).

              (d) Nothing contained herein shall require any Bank to exercise
any such right or shall affect the right of any Bank to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of any Borrower. If, under any applicable bankruptcy, insolvency or
other similar law, any Bank receives a secured claim in lieu of a set-off to
which this Section 4.07 applies, such Bank shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Banks entitled under this Section 4.07 to share in the
benefits of any recovery on such secured claim.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -26-


              Section 5. YIELD PROTECTION, ETC.

              5.01 ADDITIONAL COSTS.

              (a) Each Borrower shall pay (but without duplication, including by
reason of Section 5.05(a) hereof) directly to each Bank from time to time such
amounts as such Bank may reasonably determine to be necessary to compensate such
Bank for any costs incurred by such Bank that such Bank reasonably determines
are attributable to its making or maintaining of any Eurocurrency Loans to such
Borrower or its obligation to make any Eurocurrency Loans to such Borrower
hereunder, or any reduction in any amount receivable by such Bank hereunder in
respect of any of such Loans or such obligation resulting from any Regulatory
Change that:

              (i) shall subject such Bank (or its Applicable Lending Office for
       any of such Loans) to any tax, duty or other charge in respect of such
       Loans or changes the basis of taxation of any amounts payable to such
       Bank under this Agreement in respect of any of such Loans (excluding
       changes in the rate of tax on the net income of such Bank or of such
       Applicable Lending Office by any jurisdiction in which such Bank is
       organized or has its principal office or in which such Applicable Lending
       Office is located or carrying on business);

              (ii) imposes or increases any reserve, special deposit or similar
       requirements (other than the reserve requirement utilized in the
       determination of the Eurocurrency Rate for such Loan) relating to any
       extensions of credit or other assets of, or any deposits with or other
       liabilities of, such Bank (including, without limitation, any of such
       Loans or any deposits referred to in the definition of "Eurocurrency Base
       Rate" in Section 1.01 hereof), or any commitment of such Bank (including,
       without limitation, the Commitment of such Bank hereunder); or

              (iii) imposes any other material condition affecting this
       Agreement (or any of such extensions of credit or liabilities) or its
       Commitment

(such increases in costs and reductions in amounts receivable being herein
called "ADDITIONAL COSTS").

If any Bank requests compensation from any Borrower under this Section 5.01(a),
such Borrower may, by notice to such Bank (with a copy to the Administrative
Agent), suspend the obligation of such Bank thereafter to make Eurocurrency
Loans to such Borrower until the Regulatory Change giving rise to such request
ceases to be in effect (in which case the provisions of Section 5.03 hereof
shall be applicable), PROVIDED that such suspension shall not affect the right
of such Bank to receive the compensation so requested.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -27-


              (b) Without limiting the effect of the provisions of paragraph (a)
of this Section 5.01, in the event that, by reason of any Regulatory Change, any
Bank either (i) incurs Additional Costs based on or measured by the excess above
a specified level of the amount of a category of deposits or other liabilities
of such Bank that includes deposits by reference to which the interest rate on
Eurocurrency Loans denominated in any Currency as determined as provided in this
Agreement or a category of extensions of credit or other assets of such Bank
that includes Eurocurrency Loans denominated in such Currency or (ii) becomes
subject to restrictions on the amount of such a category of liabilities or
assets that it may hold, then, if such Bank so elects by notice to XL Capital
(with a copy to the Administrative Agent), the obligation of such Bank to make
Eurocurrency Loans in such Currency hereunder shall be suspended until such
Regulatory Change ceases to be in effect (in which case the provisions of
Section 5.03 hereof shall be applicable).

              (c) Without limiting the effect of the foregoing provisions of
this Section 5.01 (but without duplication), each Borrower shall pay directly to
each Bank from time to time on request such amounts as such Bank may reasonably
determine to be necessary to compensate such Bank (or, without duplication, the
bank holding company of which such Bank is a subsidiary) for any costs that it
reasonably determines are attributable to the maintenance by such Bank (or any
Applicable Lending Office or such bank holding company) of capital in respect of
its Commitment or Loans pursuant to any law or regulation or any interpretation,
directive or request (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful) of any court or governmental or
monetary authority (i) following any Regulatory Change or (ii) implementing any
risk-based capital guideline or other requirement (whether or not having the
force of law and whether or not the failure to comply therewith would be
unlawful) hereafter issued by any government or governmental or supervisory
authority implementing at the national level the Basle Accord (such compensation
to include, without limitation, an amount equal to any reduction of the rate of
return on assets or equity of such Bank (or any Applicable Lending Office or
such bank holding company) to a level below that which such Bank (or any
Applicable Lending Office or such bank holding company) could have achieved but
for such law, regulation, interpretation, directive or request).

              (d) Each Bank shall notify XL Capital of any event occurring after
the date hereof entitling such Bank to compensation under paragraph (a) or (c)
of this Section 5.01 as promptly as practicable, but in any event within 90
days, after such Bank obtains actual knowledge thereof; PROVIDED that (i) if any
Bank fails to give such notice within 90 days after it obtains actual knowledge
of such an event, such Bank shall, with respect to compensation payable pursuant
to this Section 5.01 in respect of any costs resulting from such event, only be
entitled to payment under this Section 5.01 for costs incurred from and after
the date 90 days prior to the date that such Bank does give such notice and (ii)
each Bank will designate a different Applicable Lending

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -28-


Office for the Loans of such Bank affected by such event if such designation
will avoid the need for, or reduce the amount of, such compensation and will
not, in the sole opinion of such Bank, be disadvantageous to such Bank, except
that such Bank shall have no obligation to designate an Applicable Lending
Office located in the United States of America. Each Bank will furnish to XL
Capital a certificate setting forth in reasonable detail the basis and amount of
each request by such Bank for compensation under paragraph (a) or (c) of this
Section 5.01. Determinations and allocations by any Bank for purposes of this
Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) or
(b) of this Section 5.01, or of the effect of capital maintained pursuant to
paragraph (c) of this Section 5.01, on its costs or rate of return of
maintaining Loans or its obligation to make Loans, or on amounts receivable by
it in respect of Loans, and of the amounts required to compensate such Bank
under this Section 5.01, shall be conclusive absent manifest error, so long as
such determinations and allocations are made on a reasonable basis.

              5.02 LIMITATION ON TYPES AND CURRENCIES OF LOANS. Anything herein
to the contrary notwithstanding, if, on or prior to the determination of any
Eurocurrency Base Rate for any Interest Period pursuant to clause (b) of the
definition of "Eurocurrency Base Rate" in Section 1.01 hereof:

              (a) the Administrative Agent determines, which determination shall
       be conclusive, that quotations of interest rates for the relevant
       deposits referred to in clause (b) of the definition of "Eurocurrency
       Base Rate" in Section 1.01 hereof are not being provided by the Reference
       Bank in the relevant amounts or Currencies or for the relevant maturities
       for purposes of determining rates of interest for Eurocurrency Loans
       referred to in said clause (b) as provided herein; or

              (b) the Majority Banks determine, which determination shall be
       conclusive, and notify (or notifies, as the case may be) the
       Administrative Agent that the relevant rates of interest referred to in
       clause (b) of the definition of "Eurocurrency Base Rate" in Section 1.01
       hereof upon the basis of which the rate of interest for Eurocurrency
       Loans denominated in any Currency for such Interest Period is to be
       determined are not likely adequately to cover the cost to such Banks (or
       to such quoting Bank) of making or maintaining Eurocurrency Loans
       denominated in such Currency for such Interest Period;

then the Administrative Agent shall give XL Capital and each Bank prompt notice
thereof and, so long as such condition remains in effect, the Banks shall be
under no obligation to make additional Eurocurrency Loans denominated in such
Currency.

              5.03 TREATMENT OF AFFECTED LOANS. If the obligation of any Bank to
make Eurocurrency Loans denominated in Dollars shall be suspended pursuant to
Section 5.01 hereof, then, unless and until such Bank gives notice as provided
below that the circumstances specified

<PAGE>
                                      -29-


in Section 5.01 hereof that gave rise to such suspension no longer exist, all
Loans that would otherwise be made by such Bank as Eurocurrency Loans
denominated in Dollars shall be made instead as Base Rate Loans. If the
obligation of any Bank to make Eurocurrency Loans denominated in any Agreed
Foreign Currency to any Borrower shall be suspended pursuant to Section 5.01
hereof, then, unless and until such Bank gives notice as provided below that the
circumstances specified in Section 5.01 hereof that gave rise to such suspension
no longer exist, all Loans that would otherwise be made by such Bank to such
Borrower as Eurocurrency Loans denominated in such Agreed Foreign Currency
shall, except as provided in the immediately preceding sentence, be made instead
as Eurocurrency Loans denominated in Dollars.

              5.04 COMPENSATION. Each Borrower shall pay to the Administrative
Agent for account of each Bank, upon the request of such Bank through the
Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Bank) to compensate it for any loss, cost or expense
that such Bank reasonably determines is attributable to:

              (a) any payment or mandatory or optional prepayment, of a
       Eurocurrency Loan to such Bank for any reason (including, without
       limitation, the acceleration of the Loans pursuant to Section 9 hereof)
       on a date other than the last day of the Interest Period for such Loan;
       or

              (b) any failure by such Borrower for any reason (including,
       without limitation, the failure of any of the conditions precedent
       specified in Section 7 hereof to be satisfied) to borrow a Eurocurrency
       Loan from such Bank on the date for such borrowing specified in the
       relevant notice of borrowing given pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid or
not borrowed for the period ("RELEVANT PERIOD") from the date of such payment,
prepayment or failure to borrow to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, the Interest
Period for such Loan that would have commenced on the date specified for such
borrowing) at the applicable rate of interest for such Loan provided for herein
over (ii) the amount of interest that otherwise would have accrued on such
principal amount at a rate equal to the arithmetic mean, as reasonably
determined by such Bank, of the respective rates per annum (rounded upward, if
necessary, to the nearest 1/16 of 1%) of the bid rates for deposits in the
Currency in which such Loan is denominated for the period approximately equal to
the Relevant Period appearing on the Screen or other publicly available source
(as described in the definition of the term "Eurocurrency Base Rate" in Section
1.01 hereof); PROVIDED that if the Screen is not publicly available, then the
provisions of paragraph (b) of the definition of the term "Eurocurrency Base
Rate" in Section 1.01 hereof shall apply herein MUTATIS MUTANDIS.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -30-


              5.05 TAXES.

              (a) Each Borrower agrees to pay to each Bank such additional
amounts as are necessary in order that the net payment of any amount due to such
Bank hereunder, after deduction for or withholding in respect of any Taxes
imposed with respect to such payment (or in lieu thereof, payment of such Taxes
by such Bank), will not be less than the amount stated herein to be then due and
payable, PROVIDED that the foregoing obligation to pay such additional amounts
shall not apply:

              (i) to any payment to any Bank hereunder unless such Bank is, on
       the date hereof (or on the date it becomes a Bank hereunder as provided
       in Section 12.05(b) hereof) and on the date of any change in the
       Applicable Lending Office of such Bank, entitled to a complete (or, in
       the case of an assignee or participant pursuant to paragraph (b) or (e)
       of Section 12.05 hereof, at least to the extent of the assignor or
       applicable Bank at the time of such assignment or participation)
       exemption from withholding or deduction by such Borrower of Taxes on all
       amounts to be received by such Bank hereunder in respect of the Loans
       made by such Bank to such Borrower, or

              (ii) to any Taxes required to be deducted or withheld solely by
       reason of the failure by such Bank, after being requested by such
       Borrower, to comply with applicable certification, information,
       documentation or other reporting requirements specifically identified by
       such Borrower in such request concerning the nationality, residence,
       identity or connections with the relevant Borrower Jurisdiction if such
       compliance is required by treaty, statute or regulation as a precondition
       to relief or exemption from such Taxes.

For the purposes of this Section 5.05(a), "TAXES" shall mean with respect to a
Borrower any and all present or future taxes, levies, imposts, duties,
deductions, charges, or withholdings imposed by any Governmental Authority of
any Borrower Jurisdiction on or in respect of payments of principal, interest,
fees or other amounts payable under this Agreement, or any promissory notes
evidencing the Loans made hereunder, including (without limitation) payments
under this Section 5.05(a); PROVIDED, HOWEVER, that Taxes shall not include (x)
income or franchise taxes imposed on or measured by the net income or capital of
a Bank (or its Applicable Lending Office) by any Borrower Jurisdiction as a
result of (i) such Bank being organized under the laws of such Borrower
Jurisdiction, (ii) such Bank having its chief executive office in such Borrower
Jurisdiction or (iii) its Applicable Lending Office being located or carrying on
business in such Borrower Jurisdiction, (y) interest, penalties or additions to
tax not attributable to any act, failure to act or misrepresentation of a
Borrower (other than any act or failure to act permitted or contemplated
hereunder) and (z) any tax other than a withholding tax unless the Bank's
interest

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -31-


in the Loan became subject thereto solely by reason of such Bank's participation
in the transactions contemplated hereby.

              (b) Within 30 days after paying any amount to the Administrative
Agent or any Bank from which it is required by law to make any deduction or
withholding, and within 30 days after it is required by law to remit such
deduction or withholding to any relevant taxing or other authority, XL Capital
shall deliver to the Administrative Agent for delivery to such Bank evidence
satisfactory to such Bank of such deduction, withholding or payment (as the case
may be).

              5.06 REPLACEMENT OF BANKS. If any Bank requests compensation
pursuant to Section 5.01 or 5.05 hereof, or any Bank's obligation to make Loans
of any Type or denominated in any Currency shall be suspended pursuant to
Section 5.01 hereof (any such Bank requesting such compensation, or whose
obligations are so suspended, being herein called a "REQUESTING BANK"), any
Borrower, upon three Business Days' notice to the Administrative Agent, may
require that such Requesting Bank transfer all of its right, title and interest
under this Agreement to any bank or other financial institution identified by
such Borrower that is satisfactory to the Administrative Agent in its reasonable
determination (a) if such bank or other financial institution (a "PROPOSED
BANK") agrees to assume all of the obligations of such Requesting Bank
hereunder, and to purchase all of such Requesting Bank's Loans hereunder for
consideration equal to the aggregate outstanding principal amount of such
Requesting Bank's Loans, together with interest thereon to the date of such
purchase and (b) if such Requesting Bank has requested compensation pursuant to
Section 5.01 or 5.05 hereof, such Proposed Bank's aggregate requested
compensation, if any, pursuant to said Section 5.01 or 5.05 with respect to such
Requesting Bank's Loans is lower than that of the Requesting Bank. Subject to
the provisions of Section 12.05(b) hereof, such Proposed Bank shall be a "Bank"
for all purposes hereunder. Without prejudice to the survival of any other
agreement of the Borrowers hereunder the agreements of the Borrowers contained
in Sections 5.01, 5.05 and 12.03 (without duplication of any payments made to
such Requesting Bank by the Borrowers or the Proposed Bank) shall survive for
the benefit of such Requesting Bank under this Section 5.06 with respect to the
time prior to such replacement.

              Section 6. GUARANTEE.

              6.01 THE GUARANTEE. Each Guarantor hereby jointly and severally
guarantees to each Bank 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 made by the Banks to each of the Borrowers (other than such Guarantor in
its capacity as a Borrower hereunder) and all other amounts from time to time
owing to the Banks or the Administrative Agent by such Borrowers under this
Agreement, in

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -32-


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 Borrower (other than such
Guarantor in its capacity as a Borrower 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.

              6.02 OBLIGATIONS UNCONDITIONAL. The obligations of the Guarantors
under Section 6.01 are absolute and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability
of the obligations of the Borrowers 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 Section 6 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 Bank exhaust any right, power or remedy or proceed against any
Borrower under this Agreement or any other

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -33-


 agreement or instrument referred to
herein, or against any other Person under any other guarantee of, or security
for, any of the Guaranteed Obligations.

              6.03 REINSTATEMENT. The obligations of the Guarantors under this
Section 6 shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of any Borrower 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 Bank on demand for
all reasonable costs and expenses (including reasonable fees of counsel)
incurred by the Administrative Agent or such Bank 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.

              6.04 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 6.01, whether by subrogation or otherwise, against
any Borrower or any other guarantor of any of the Guaranteed Obligations or any
security for any of the Guaranteed Obligations.

              6.05 REMEDIES. The Guarantors jointly and severally agree that, as
between the Guarantors and the Banks, the obligations of the Borrowers under
this Agreement may be declared to be forthwith due and payable as provided in
Section 10 (and shall be deemed to have become automatically due and payable in
the circumstances provided in Section 10) for purposes of Section 6.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against any Borrower 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 Borrower) shall forthwith
become due and payable by the Guarantors for purposes of Section 6.01.

              6.06 CONTINUING GUARANTEE. The guarantee in this Section 6 is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

              6.07 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

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -34-


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 Section 6 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.

              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 Section 6) 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.

              6.08 GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any action or
proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Guarantor under Section 6.01
would otherwise, taking into account the provisions of Section 6.07, 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
6.01, then, notwithstanding any other provision hereof to the contrary, the
amount of such liability shall, without any further action by such Guarantor,
any Bank, 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.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -35-


              Section 7. CONDITIONS PRECEDENT.

              7.01 EFFECTIVE DATE. The effectiveness of this Agreement is
       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 Bank) in
       form and substance (or such condition shall have been waived in
       accordance with Section 12.04):

              (a) EXECUTED COUNTERPARTS. From each Obligor and the Majority
       Banks (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 A-1, (ii) Cahill Gordon & Reindel,
       special U.S. counsel for the Obligors, substantially in the form of
       Exhibit A-2, (iii) Conyers, Dill & Pearman, special Bermuda counsel to XL
       Insurance and XL Re, substantially in the form of Exhibit A-3 and (iv)
       Hunter & Hunter, special Cayman Islands counsel to XL Capital and Mid
       Ocean, substantially in the form of Exhibit A-4.

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

              (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 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 7.02.

              (f) OTHER DOCUMENTS. Such other documents as the Administrative
       Agent or any Bank or special New York counsel to Chase may reasonably
       request.

              (g) PAYMENT OF FEES, EXPENSES AND OTHER AMOUNTS. Evidence of
       payment or delivery by the XL Capital of such fees as XL Capital shall
       have agreed to pay or deliver

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -36-


       to any Bank or an affiliate thereof or the Administrative Agent in
       connection herewith, including, without limitation, the reasonable fees
       and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York
       counsel to Chase, in connection with the negotiation, preparation,
       execution and delivery of this Agreement and each other document to be
       delivered by the Borrowers and the extensions of credit hereunder (to the
       extent that statements for such fees and expenses have been delivered to
       XL Capital).

              7.02 INITIAL AND SUBSEQUENT LOANS. The obligation of any Bank to
make any Loan hereunder (including such Bank's initial Loan) is subject to the
further conditions precedent that, both immediately prior to the making of such
Loan and also after giving effect thereto and to the intended use thereof:

              (a) if such borrowing will increase the Dollar Equivalent of the
       aggregate outstanding principal amount of the Loans of the Banks
       hereunder, no Default shall have occurred and be continuing; and

              (b) if such borrowing will increase the Dollar Equivalent of the
       aggregate outstanding principal amount of the Loans of the Banks
       hereunder, the representations and warranties made by the Borrowers in
       Section 8 hereof (other than Section 8.04(b) hereof) shall be true and
       complete in all material respects on and as of the date of the making of
       such Loan with the same force and effect as if made 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).

Each notice of borrowing by XL Capital hereunder shall constitute a
certification by the Borrowers to the effect set forth in the preceding sentence
(both as of the date of such notice and as of the date of such borrowing).

              Section 8. REPRESENTATIONS AND WARRANTIES. Each Borrower
represents and warrants to the Banks that:

              8.01 ORGANIZATION; POWERS. Such Borrower and each of its
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.

              8.02 AUTHORIZATION; ENFORCEABILITY. The Transactions are within
such Borrower's corporate powers and have been duly authorized by all necessary
corporate and, if required, by all

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -37-


necessary shareholder action. This Agreement has been duly executed and
delivered by such Borrower and constitutes a legal, valid and binding obligation
of such Borrower, enforceable against such Borrower 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).

              8.03 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 Borrower or any of its
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 Borrower or any of its 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
Borrower or any of its Subsidiaries.

              8.04 FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.

              (a) FINANCIAL CONDITION. Such Borrower has heretofore furnished to
the Banks the consolidated balance sheet and statements of income, stockholders'
equity and cash flows of such Borrower and its consolidated Subsidiaries (A) as
of and for the fiscal years ended December 31, 1999 and December 31, 2000,
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, 2000), and (B) as of and for the fiscal quarter ended
June 30, 2001, as provided in XL Capital's Report on Form 10-Q filed with the
SEC for the fiscal quarter ended June 30, 2001. Such financial statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of such Borrower and its respective consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP or
(in the case of XL Insurance, Mid Ocean 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, 2000, there has
been no material adverse change in the assets, business, financial condition or
operations of such Borrower and its Subsidiaries, taken as a whole.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -38-


              8.05 PROPERTIES.

              (a) PROPERTY GENERALLY. Such Borrower and each of its 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
9.14 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.

              (b) INTELLECTUAL PROPERTY. Such Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, trade names,
copyrights, patents and other intellectual property material to its business,
and the use thereof by such Borrower 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.

              8.06 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 Borrower, threatened
against or affecting such Borrower 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 Borrower 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.

              8.07 COMPLIANCE WITH LAWS AND AGREEMENTS. Such Borrower 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.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -39-


              8.08 INVESTMENT AND HOLDING COMPANY STATUS. Such Borrower 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.

              8.09 TAXES. Such Borrower 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 do so could not reasonably be
expected to result in a Material Adverse Effect.

              8.10 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 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 Borrower 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 Borrower nor any of their Subsidiaries has
incurred any obligation in connection with the termination or withdrawal from
any Non-U.S. Benefit Plan.

              8.11 DISCLOSURE. The reports, financial statements, certificates
or other information furnished by such Borrower to the Banks 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 Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

              8.12 USE OF CREDIT. Neither such Borrower 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. No part

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -40-


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
FRB 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.

              8.13 SUBSIDIARIES. Set forth in Schedule V is a complete and
correct list of all of the Subsidiaries of XL Capital as of the date hereof,
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 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 Borrower.

              8.14 WITHHOLDING TAXES. Based upon information with respect to
each Bank provided by each Bank or the Administrative Agent, as of the date
hereof, the payment of principal of and interest on the Loans, the fees under
Section 2.04 and all other amounts payable hereunder will not be subject, by
withholding or deduction, to any Taxes imposed by any Borrower Jurisdiction.

              8.15 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 that this Agreement
or such promissory notes or any other document be filed or recorded with any
Governmental Authority or that any stamp or similar tax be paid on or in respect
of this Agreement 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 already been paid.

              8.16 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 Borrower Jurisdiction for the admissibility thereof in the courts of such
Borrower Jurisdiction.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -41-


              Section 9. COVENANTS OF THE BORROWERS. Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and
all fees payable hereunder shall have been paid in full, the Borrowers covenant
and agree with the Banks that:

              9.01 FINANCIAL STATEMENTS AND OTHER INFORMATION. Each Borrower
will furnish to the Administrative Agent and each Bank:

              (a) within 135 days after the end of each fiscal year of such
       Borrower (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 of operations, stockholders' equity and cash flows
       of such Borrower 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 Banks 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 PricewaterhouseCoopers LLP or other
       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 Borrower and its consolidated Subsidiaries on a consolidated basis
       in accordance with GAAP or (in the case of XL Insurance, Mid Ocean and XL
       Re) SAP, as the case may be, consistently applied;

              (b) within 60 days after the end of each of the first three fiscal
       quarters of each fiscal year of such Borrower, the consolidated balance
       sheet and related statements of operations, stockholders' equity and cash
       flows of such Borrower 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 Borrower as presenting fairly in all
       material respects the financial condition and results of operations of
       such Borrower and its consolidated Subsidiaries on a consolidated basis
       in accordance with GAAP or (in the case of XL Insurance, Mid Ocean 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 Banks of XL Capital's Report on Form 10-Q
       filed with the SEC shall satisfy the financial statement delivery
       requirements of this paragraph

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -42-


       (b) 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 (b));

              (c) concurrently with any delivery of financial statements under
       clause (a) or (b) of this Section, a certificate signed on behalf of each
       Borrower 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 9.14, 9.16, 9.17 and 9.18 and
       (iii) stating whether any change in GAAP or (in the case of XL Insurance,
       Mid Ocean and XL Re) SAP or in the application thereof has occurred since
       the date of the audited financial statements referred to in Section 8.04
       and, if any such change has occurred, specifying the effect of such
       change on the financial statements accompanying such certificate;

              (d) concurrently with any delivery of financial statements under
       clause (a) 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);

              (e) promptly after the same become publicly available, copies of
       all periodic and other reports, proxy statements and other materials
       filed by such Borrower 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 Borrower to its shareholders generally,
       as the case may be;

              (f) concurrently with any delivery of financial statements under
       clause (a) or (b) 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 9.14(g) and the
       aggregate book value of liabilities which are subject to Liens permitted
       under Section 9.14(g) (it being understood that the reports required by
       paragraphs (a) and (b) of this Section shall satisfy the requirement of
       this clause (i) of this paragraph (f) 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; and

              (g) promptly following any request therefor, such other
       information regarding the operations, business affairs and financial
       condition of XL Capital or any of its

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -43-


       Subsidiaries, or compliance with the terms of this Agreement, as the
       Administrative Agent or any Bank may reasonably request.

              9.02 NOTICES OF MATERIAL EVENTS. Each Borrower will furnish to the
Administrative Agent and each Bank 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
Borrower setting forth the details of the event or development requiring such
notice and any action taken or proposed to be taken by such Borrower with
respect thereto.

              9.03 PRESERVATION OF EXISTENCE AND FRANCHISES. Each Borrower will,
and will cause each of its 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 9.12. Each Borrower 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.

              9.04 INSURANCE. Each Borrower will, and will cause each of its
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.

              9.05 MAINTENANCE OF PROPERTIES. Each Borrower 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 Borrower or any Subsidiary of such Borrower any obligation in
respect of any property leased by such Borrower or such Subsidiary in addition
to such Borrower's obligations under the applicable document creating such
Borrower's or such Subsidiary's lease or tenancy.

              9.06 PAYMENT OF TAXES AND OTHER POTENTIAL CHARGES AND PRIORITY
CLAIMS PAYMENT

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -44-


OF OTHER CURRENT LIABILITIES. Each Borrower 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 9.14) or which, if
       unpaid, might give rise to a claim entitled to priority over general
       creditors of such Borrower 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
       Borrower or such Subsidiary;

PROVIDED that, unless and until foreclosure, distraint, levy, sale or similar
proceedings shall have been commenced, such Borrower need not pay or discharge
any such tax, assessment, charge, levy or claim 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 and so long as
such failure to pay or discharge does not have a Material Adverse Effect.

              9.07 FINANCIAL ACCOUNTING PRACTICES. Such Borrower 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 9.01 in conformity with GAAP and SAP, as
applicable, and to maintain accountability for assets.

              9.08 COMPLIANCE WITH APPLICABLE LAWS. Each Borrower 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 Borrower or any Subsidiary of such Borrower 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

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -45-


have a Material Adverse Effect or (ii) otherwise impair the ability of such
Borrower to perform its obligations under this Agreement.

              9.09 USE OF PROCEEDS. Each Borrower will use the proceeds of all
Loans for its general corporate purposes (which may include funding
acquisitions, paying dividends and repurchasing securities).

              9.10 CONTINUATION OF AND CHANGE IN BUSINESSES. Each Borrower and
its 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.

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

              9.12 MERGERS. No Borrower 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 any Borrower may merge or consolidate
with any other corporation, including a Subsidiary, if such Borrower shall be
the surviving corporation.

              9.13 DISPOSITIONS. No Borrower will, nor will it permit any of its
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 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 assets classified on such Borrower's balance
       sheet as available for sale;

              (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 Borrowers and their respective Subsidiaries,
       exceed $500,000,000 in any calendar year; or

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -46-


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

              9.14 LIENS. No Borrower 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 9.06 that are not yet due or that remain
       payable without penalty or to the extent permitted to remain unpaid under
       the provision of Section 9.06;

              (c) Liens on property securing all or part of the purchase price
       thereof to such Borrower and Liens (whether or not assumed) existing on
       property at the time of purchase thereof by such Borrower (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 Borrower, 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 Borrower or any such Subsidiary;

              (e) Liens securing Indebtedness permitted by Section 9.18(c)
       covering assets whose market value is not materially greater than the
       amount of the Indebtedness secured thereby plus a commercially reasonable
       margin;

              (f) Liens on cash and securities of a Borrower or its Subsidiaries
       incurred as part of the management of its investment portfolio 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);

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -47-


              (g) Liens on (i) assets received, and on actual or imputed
       investment income on such assets received, relating and identified to
       specific insurance payment liabilities or to liabilities arising in the
       ordinary course of any Borrower's or any of their Subsidiary's business
       as an insurance or reinsurance company (including GICs) or corporate
       member of The Council of Lloyd's or as a provider of financial or
       investment services or contracts, or the proceeds thereof, in each case
       held in a segregated 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 (g);

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

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

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -48-


              9.15 TRANSACTIONS WITH AFFILIATES. No Borrower will, nor will it
permit any of its Subsidiaries to, enter into or carry out any transaction with
(including, without limitation, 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 Borrower, 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 Borrowers and their
wholly-owned Subsidiaries and (iii) transactions with Affiliates in good faith
in the ordinary course of such Borrower's business consistent with past practice
and on terms no less favorable to such Borrower or any Subsidiary than those
that could have been obtained in a comparable transaction on an arm's length
basis from an unrelated Person.

              9.16 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.

              9.17 CONSOLIDATED NET WORTH. XL Capital will not permit its
Consolidated Net Worth to be less than the sum of (a) $4,600,000,000 PLUS (b)
25% of net income (if positive) for each fiscal quarter of XL Capital commencing
with the fiscal quarter ending June 30, 2001.

              9.18 INDEBTEDNESS. No Borrower 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) Indebtedness incurred pursuant to the Letter of Credit
       Agreement and the Revolving Credit Agreement;

              (c) secured Indebtedness (including secured reimbursement
       obligations with respect to letters of credit) of any Borrower or any
       Subsidiary in an aggregate principal amount (for all Borrowers and their
       respective Subsidiaries) not exceeding $300,000,000 at any time
       outstanding;

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

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

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -49-


              (f) Indebtedness incurred in transactions described in Section
       9.14(f); and

              (g) 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.

              9.19 CLAIMS PAYING RATINGS. XL Capital will maintain at all times
a claims-paying rating of at least "A" from A.M. Best & Co. (or its successor)
and XL Insurance and XL Re will maintain at all times a rating of at least "A"
from Standard & Poor's.

              9.20 PRIVATE ACT. No Borrower will become subject to a Private Act
other than the X.L. Insurance Company, Ltd. Act, 1989.

              Section 10. EVENTS OF DEFAULT. If any of the following events
(herein called "EVENTS OF DEFAULT") shall occur and be continuing:

              (a) any Borrower shall fail to pay any principal of any Loan 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 Borrower shall fail to pay any interest on any Loan or any
       fee or any other amount (other than an amount referred to in clause (a)
       of this Section) payable under this Agreement, when and as the same shall
       become due and payable, and such failure shall continue unremedied for a
       period of 3 or more days;

              (c) any representation or warranty made or deemed made by any
       Borrower 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 Borrower shall fail to observe or perform any covenant,
       condition or agreement contained in Section 9;

              (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 Section) 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 Bank)
       to such Obligor;

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -50-


              (f) any Borrower 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 Borrower a bankrupt or
       insolvent, or approving as properly filed a petition seeking
       reorganization of such Borrower under the Bermuda Companies Law or the
       Cayman Islands Companies Law (2000 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 Borrower 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 Borrower 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 (2000 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 Borrower 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 Borrower
       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;

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -51-


              (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 Majority
       Banks, 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 Borrowers and their Subsidiaries in an aggregate amount
       exceeding $100,000,000;

              (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 Mid Ocean (except, in the case of any
       company organized under the laws of Bermuda, for a nominal number of
       shares owned by nominee shareholders required by the Bermuda Companies
       Law); or

              (m) the guarantee contained in Section 6 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 Borrower
described in clause (g) or (h) of this Section), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Majority Banks shall, by notice to the Borrowers, 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 Borrowers 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 Borrowers; and in case of any
event with respect to any Borrower described in clause (g) or (h) of this
Section, 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 Borrowers 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 Borrowers.

              Section 11. THE ADMINISTRATIVE AGENT.

              11.01 APPOINTMENT, POWERS AND IMMUNITIES. Each Bank hereby
appoints and authorizes the Administrative Agent to act as its agent hereunder
with such powers as are

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -52-


specifically delegated to the Administrative Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto.
The Administrative Agent (which term as used in this sentence and in Section
11.05 and the first sentence of Section 11.06 hereof shall include reference to
its affiliates and its own and its affiliates' officers, directors, employees
and agents):

              (a) shall have no duties or responsibilities except those
       expressly set forth in this Agreement, and shall not by reason of this
       Agreement be a trustee for any Bank;

              (b) shall not be responsible to the Banks for any recitals,
       statements, representations or warranties contained in this Agreement, or
       in any certificate or other document referred to or provided for in, or
       received by any of them under, this Agreement, or for the value,
       validity, effectiveness, genuineness, enforceability or sufficiency of
       this Agreement or any other document referred to or provided for herein
       or for any failure by any Obligor to perform any of its obligations
       hereunder or thereunder;

              (c) shall not be required to initiate or conduct any litigation or
       collection proceedings hereunder; and

              (d) shall not be responsible for any action taken or omitted to be
       taken by it hereunder or under any other document or instrument referred
       to or provided for herein or in connection herewith, except for its own
       gross negligence or willful misconduct.

The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith. The Administrative Agent may
deem and treat the payee of any promissory note evidencing any Loans hereunder
as the holder thereof for all purposes hereof unless and until an Assignment and
Acceptance relating to such Loans shall have been filed with the Administrative
Agent, together with the consent of each of the Borrowers thereto (to the extent
provided in Section 12.05(b) hereof).

              11.02 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telegram or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel, independent accountants and other experts selected by the
Administrative Agent. As to any matters not expressly provided for by this
Agreement, the Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder in accordance with instructions
given by the Majority Banks (or, if so provided in Section 12.04 hereof, all of
the Banks), and such instructions of the Majority Banks (or all of the

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -53-


Banks, as the case may be) and any action taken or failure to act pursuant
thereto shall be binding on all of the Banks.

              11.03 DEFAULTS. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received notice from a Bank or a Borrower specifying
such Default and stating that such notice is a "Notice of Default". In the event
that the Administrative Agent receives such a notice of the occurrence of a
Default, the Administrative Agent shall give prompt notice thereof to the Banks.
The Administrative Agent shall (subject to Sections 11.01 and 11.07 hereof) take
such action with respect to such Default as shall be directed by the Majority
Banks, PROVIDED that, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable in the best interest of the Banks
except to the extent that this Agreement expressly requires that such action be
taken, or not be taken, only with the consent or upon the authorization of the
Majority Banks or all of the Banks.

              11.04 RIGHTS AS A BANK. With respect to its Commitment and the
Loans made by it, Chase (and any successor acting as Administrative Agent) in
its capacity as a Bank hereunder shall have the same rights and powers hereunder
as any other Bank and may exercise the same as though it were not acting as the
Administrative Agent, and the term "Bank" or "Banks" shall, unless the context
otherwise indicates, include the Administrative Agent in its individual
capacity. Chase (and any successor acting as Administrative Agent) and its
Affiliates may (without having to account therefor to any Bank) accept deposits
from, lend money to, make investments in and generally engage in any kind of
banking, trust or other business with any Borrower (and any of its Subsidiaries
or Affiliates) as if it were not acting as the Administrative Agent, and Chase
(and any other successor acting as Administrative Agent) and its Affiliates may
accept fees and other consideration from any Borrower for services in connection
with this Agreement or otherwise without having to account for the same to the
Banks.

              11.05 INDEMNIFICATION. The Banks agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 12.03 hereof,
but without limiting the obligations of the Borrowers under said Section 12.03)
ratably in accordance with their respective Commitments, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against the Administrative Agent (including
by any Bank) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other documents contemplated
by or referred to herein or the transactions contemplated hereby (including,
without limitation, the costs and expenses that the Borrowers are obligated to
pay under Section 12.03 hereof but excluding (i) normal administrative costs and
expenses incident to the performance of its agency duties hereunder and (ii) the
costs and

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -54-


expenses of the Administrative Agent in connection with the negotiation and
preparation of this Agreement) or the enforcement of any of the terms hereof or
of any such other documents, PROVIDED that no Bank shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

              11.06 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS. Each
Bank agrees that it has, independently and without reliance on the
Administrative Agent, or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrowers and their Subsidiaries and decision to enter into this Agreement and
that it will, independently and without reliance upon the Administrative Agent,
or any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement. The Administrative Agent shall
not be required to keep itself informed as to the performance or observance by
the Borrowers of this Agreement or any other document referred to or provided
for herein or to inspect the Properties or books of the Borrowers or any of
their Subsidiaries. Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Bank with any credit or other information
concerning the affairs, financial condition, operations, business, Properties,
liabilities or prospects of the Borrowers or any of their Subsidiaries (or any
of their Affiliates) that may come into the possession of the Administrative
Agent or any of its Affiliates.

              11.07 FAILURE TO ACT. Except for action expressly required of the
Administrative Agent hereunder, the Administrative Agent shall in all cases be
fully justified in failing or refusing to act hereunder unless it shall receive
further assurances to its satisfaction from the Banks of their indemnification
obligations under Section 11.05 hereof against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

              11.08 RESIGNATION OF ADMINISTRATIVE AGENT. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving notice thereof
to the Banks and XL Capital. Upon any such resignation, the Majority Banks shall
have the right (with, so long as no Default shall have occurred and be
continuing, the consent of XL Capital, which consent shall not be unreasonably
withheld or delayed) to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Majority
Banks and shall have accepted such appointment within 30 days after the retiring
Administrative Agent's giving of notice of resignation of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, (with, so long as no Default shall have occurred and be continuing,
the consent of XL Capital, which consent shall not be unreasonably withheld or
delayed) appoint a successor Administrative Agent, that shall be a Bank that has
an office in New York, New

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -55-


York with a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Section 10 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 the Administrative Agent.

              Section 12. MISCELLANEOUS.

              12.01 WAIVER. No failure on the part of the Administrative Agent
or any Bank to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

              12.02 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 Borrower, to XL Capital at XL House, One Bermudiana
       Road, Hamilton HM11 Bermuda, Attention of William Robbie (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 The Chase Manhattan Bank, 1
       Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of
       Loan and Agency Services Group, Attention of Laura Rebecca (Telecopy No.
       (212) 552-7490; Telephone No. (212) 552-7253), WITH A COPY to The Chase
       Manhattan Bank, 270 Park Avenue, New York, 15th Floor, New York 10017,
       Attention of Helen Newcomb (Telecopy No. (212) 270-1511; Telephone No.
       (212) 270-6260); and

              (c) if to a Bank, 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 change by a Bank, by notice to XL Capital and the Administrative
Agent). All notices and other

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -56-


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.

              12.03 EXPENSES, ETC. The Borrowers agree to pay or reimburse each
of the Banks and the Administrative Agent for: (a) all reasonable out-of-pocket
costs and expenses of the Administrative Agent (including, without limitation,
the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special
New York counsel to Chase) in connection with the negotiation or preparation of
any modification, supplement or waiver of any of the terms of this Agreement
(whether or not consummated); (b) all reasonable out-of-pocket costs and
expenses of the Banks and the Administrative Agent (including, without
limitation, the reasonable fees and expenses of legal counsel) in connection
with (i) any Default and any enforcement or collection proceedings resulting
therefrom, including, without limitation, all manner of participation in or
other involvement with (x) bankruptcy, insolvency, receivership, foreclosure,
winding up or liquidation proceedings, (y) judicial or regulatory proceedings
and (z) workout, restructuring or other negotiations or proceedings (whether or
not the workout, restructuring or transaction contemplated thereby is
consummated) and (ii) the enforcement of this Section 12.03; and (c) all
transfer, stamp, documentary, recording or other similar taxes, assessments or
charges levied by any governmental or revenue authority in respect of this
Agreement or any other document referred to herein.

              The Borrowers hereby agree to indemnify the Administrative Agent
and each Bank and their respective directors, officers, employees, attorneys and
agents from, and hold each of them harmless against, any and all losses,
liabilities, claims, damages or expenses (without duplication of anything
covered by Section 5 hereof) incurred by any of them (including, without
limitation, any and all losses, liabilities, claims, damages or expenses
incurred by the Administrative Agent to any Bank, whether or not the
Administrative Agent or any Bank is a party thereto) arising out of or by reason
of any investigation or litigation or other proceedings (including any
threatened investigation or litigation or other proceedings) relating to the
Loans hereunder or any actual or proposed use by any Borrower or any of their
Subsidiaries of the proceeds of any of the Loans hereunder, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified).

              12.04 AMENDMENTS, ETC. Except as otherwise expressly provided in
this Agreement, any provision of this Agreement may be modified or supplemented
only by an instrument in writing signed by the Obligors and the Majority Banks,
or by each Obligor and the Administrative Agent acting with the

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -57-


consent of the Majority Banks, and any provision of this Agreement may be waived
by the Majority Banks or by the Administrative Agent acting with the consent of
the Majority Banks; PROVIDED that (a) no such modification, supplement or waiver
shall: (i) increase, or extend the term of the Commitment of any Bank, or extend
the time or waive any requirement for the reduction or termination of such
Commitment, without the written consent of such Bank; (ii) extend the date fixed
for the payment of principal of or interest on any Loan or any fee hereunder,
without the written consent of each Bank affected thereby; (iii) reduce the
amount of any such payment of principal, without the written consent of each
Bank affected thereby; (iv) reduce the rate at which interest is payable thereon
or any fee is payable hereunder, without the written consent of each Bank
affected thereby; (v) alter the rights or obligations of any Borrower to prepay
Loans, without the written consent of each Bank affected thereby; (vi) alter the
terms of Sections 4.02 or 4.07(b) hereof or this Section 12.04, without the
written consent of each Bank; or (vii) modify the definition of the terms
"Agreed Foreign Currency" or "Majority Banks" or modify in any other manner the
number or percentage of the Banks required to make any determinations or waive
any rights hereunder or to modify any provision hereof, without the written
consent of each Bank; and (b) any modification of any of the rights or
obligations of the Administrative Agent hereunder shall require the consent of
the Administrative Agent.

              12.05 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 no Borrower
shall assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Bank (and any attempted assignment or
transfer by a Borrower without such consent shall be null and void). 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 and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Banks) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

              (b) ASSIGNMENTS BY BANKS. Any Bank may assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); PROVIDED that

              (i) except in the case of an assignment to a Bank or a Bank
       Affiliate, each of the Borrowers and the Administrative Agent must give
       their prior written consent to such assignment (which consent shall not
       be unreasonably withheld),

              (ii) except in the case of an assignment to a Bank or a Bank
       Affiliate or an assignment of the entire remaining amount of the
       assigning Bank's Commitment, the amount of the Commitment of the
       assigning Bank subject to each such assignment (determined as of the date
       the Assignment and Acceptance with respect to such

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -58-


       assignment is delivered to the Administrative Agent) shall not be less
       than $5,000,000 unless each of the Borrowers and the Administrative Agent
       otherwise consent,

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

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

              (v) the assignee, if it shall not be a Bank, shall deliver an
       Administrative Questionnaire to the Administrative Agent (with a copy to
       XL Capital);

PROVIDED FURTHER that any consent of the Borrowers otherwise required under this
paragraph shall not be required if an Event of Default under clause (a), (b),
(g) or (h) of Section 10 has occurred and is continuing. Upon acceptance and
recording pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance, the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Bank
under this Agreement, and the assigning Bank thereunder shall, to the extent of
the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Bank's rights and obligations under
this Agreement, such Bank shall cease to be a party hereto but shall continue to
be entitled to the benefits of Sections 5.01, 5.04, 5.05 and 12.03). Any
assignment or transfer by a Bank of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Bank of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

              Notwithstanding anything to the contrary contained herein, any
Bank (a "GRANTING BANK") may grant to a special purpose vehicle (an "SPV") of
such Granting Bank, identified as such in writing from time to time by the
Granting Bank to the Administrative Agent and the Borrowers, the option to
provide to the Borrowers all or any part of any Loan that such Granting Bank
would otherwise be obligated to make to the Borrowers pursuant to Section 2.01,
PROVIDED that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan, (ii) if an SPV elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Bank shall be
obligated to make such Loan pursuant to the terms hereof and (iii) the Borrowers
may bring any proceeding against either or both the Granting Bank or the SPV in
order to enforce any rights of the Borrowers hereunder. The making of a Loan by
an SPV hereunder shall utilize the Commitment of the Granting Bank to the same
extent, and as if, such Loan were made by the Granting Bank. Each party hereto
hereby agrees that no SPV shall be liable for any payment under this Agreement
for which a Bank would otherwise be liable, for so

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -59-


long as, and to the extent, the related Granting Bank 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 Borrowers or the Administrative
Agent and without paying any processing fee therefor, assign all or a portion of
its interests in any Loans to its Granting Bank or to any financial institutions
(consented to by the Borrowers 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 such SPV may disclose, on a confidential basis,
confidential information with respect to any Borrower and its Subsidiaries to
any rating agency, commercial paper dealer or provider of a surety, guarantee or
credit liquidity enhancement to such SPV. This paragraph may not be amended
without the consent of any SPV at the time holding Loans under this Agreement.

              (c) MAINTENANCE OF REGISTER BY THE ADMINISTRATIVE AGENT. The
Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices in New York City a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Banks, and the Commitment of, and principal amount of the
Loans owing to, each Bank pursuant to the terms hereof from time to time (the
"REGISTER"). The entries in the Register shall be conclusive, and the Borrowers,
the Administrative Agent and the Banks may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Bank hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by any Borrower and any Bank, at any
reasonable time and from time to time upon reasonable prior notice.

              (d) EFFECTIVENESS OF ASSIGNMENTS. Upon its receipt of a duly
completed Assignment and Acceptance executed by an assigning Bank and an
assignee, the assignee's completed Administrative Questionnaire (unless the
assignee shall already be a Bank hereunder), the processing and recordation fee
referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Acceptance 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.

              (e) PARTICIPATIONS. Any Bank may, without the consent of the
Borrowers or the Administrative Agent, sell participations to one or more banks
or other entities (a "PARTICIPANT")

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -60-


in all or a portion of such Bank's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
PROVIDED that (i) any such participation sold to a Participant which is not a
Bank, a Bank Affiliate 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, (ii) such Bank's
obligations under this Agreement shall remain unchanged, (iii) such Bank shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iv) the Borrowers, the Administrative Agent and the other
Banks shall continue to deal solely and directly with such Bank in connection
with such Bank's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Bank sells such a participation shall provide
that such Bank shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; PROVIDED that such agreement or instrument may provide that such Bank
will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the proviso to Section 12.04 that affects
such Participant. Subject to paragraph (f) of this Section, the Borrowers agree
that each Participant shall be entitled to the benefits of Sections 5.01, 5.04
and 5.05 to the same extent as if it were a Bank and had acquired its interest
by assignment pursuant to paragraph (b) of this Section.

              (f) LIMITATIONS ON RIGHTS OF ASSIGNEES AND PARTICIPANTS. A
Participant or Assignee shall not be entitled to receive any greater payment
under Section 5.01 or 5.05 than the applicable Bank would have been entitled to
receive with respect to the participation sold to such Participant or the Bank
interest assigned, unless the sale of the participation to such Participant or
the assignment is made with the Borrowers' prior written consent.

              (g) CERTAIN PLEDGES. Any Bank 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 Bank, including any such pledge or assignment 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 Bank from any of its obligations hereunder
or substitute any such assignee for such Bank as a party hereto.

              (h) NO ASSIGNMENTS TO ANY BORROWER OR AFFILIATES. Anything in this
Section to the contrary notwithstanding, no Bank may assign or participate any
interest in any Loan held by it hereunder to any Borrower or any of its
Affiliates or Subsidiaries without the prior consent of each Bank.

              12.06 SURVIVAL. The obligations of the Borrowers to any Bank under
Sections 5.01, 5.04, 5.05, and 12.03 hereof, and the obligations of any Bank
under Sections 11.05 and 12.11 hereof, shall survive the repayment of the Loans
made by such Bank and the termination of the Commitment of such Bank and, in the
case of any Bank that may assign any

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -61-


interest in its Commitment or Loans hereunder, shall survive the making of such
assignment, notwithstanding that such assigning Bank may cease to be a "Bank"
hereunder. In addition, each representation and warranty made, or deemed to be
made by a notice of any Loan, herein or pursuant hereto shall survive the making
of such representation and warranty, and no Bank shall be deemed to have waived,
by reason of making any Loan, any Default that (i) may arise by reason of such
representation or warranty proving to have been false or misleading or (ii)
exists at the time such Loan was made, notwithstanding that such Bank or the
Administrative Agent may have had notice or knowledge or reason to believe that
such representation or warranty was false or misleading, or that such Default
was existing, at the time such Loan was made.

              12.07 CAPTIONS. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.

              12.08 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

              12.09 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement
shall be governed by, and construed in accordance with, the law of the State of
New York. Each Obligor hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York state court sitting in New York County (and any appellate court from
any thereof) for the purposes of all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby. Each Obligor
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each Obligor
hereby irrevocably agrees and consents that service of process in any such legal
proceeding in any such court may be made on such Obligor by the mailing thereof
by registered mail postage prepaid, or by transmitting the same by telecopier,
to such Obligor in the manner specified in Section 12.02 hereof, and any such
service shall be deemed good and effective when transmitted by telecopier or, in
the case of mail, upon receipt; provided that nothing herein will affect the
right of any Bank or the Administrative Agent to serve process in any other
manner permitted by law.

              To the extent that any Borrower 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.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -62-


              12.10 WAIVER OF JURY TRIAL. EACH OF THE OBLIGORS, THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

              12.11 Treatment of Certain Information; Confidentiality.

              (a) TREATMENT OF CERTAIN INFORMATION. Each of the Borrowers
acknowledge that from time to time financial advisory, investment banking and
other services may be offered or provided to any Borrower or one or more of
their Subsidiaries (in connection with this Agreement or otherwise) by any Bank
or by one or more subsidiaries or affiliates of such Bank and each of the
Borrowers hereby authorizes each Bank to share any information delivered to such
Bank by such Borrower and its Subsidiaries pursuant to this Agreement, or in
connection with the decision of such Bank 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 Borrowers or preparing
presentation materials for the benefit of the Borrowers 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 Bank hereunder. Such
authorization shall survive the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

              (b) CONFIDENTIALITY. Each of the Administrative Agent and the
Banks 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 having jurisdiction over the Administrative Agent or
any Bank, (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
Borrowers, 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 Borrower and its obligations, (vii) with
the consent of the Borrowers or (viii) to the extent such Information (A)
becomes publicly available other than as a result of a breach of

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -63-


this paragraph or (B) becomes available to the Administrative Agent or any Bank
on a nonconfidential basis from a source other than a Borrower. For the purposes
of this paragraph, "INFORMATION" means all information received from a Borrower
relating to a Borrower or its business, other than any such information that is
available to the Administrative Agent or any Bank on a nonconfidential basis
prior to disclosure by such Borrower; PROVIDED that, in the case of information
received from a Borrower 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 Banks
agree that they will not trade the securities of any of the Borrowers based upon
non-public Information that is received by them.

              12.12 JUDGMENT CURRENCY. This is an international loan transaction
in which the specification of Dollars or any Foreign Currency, as the case may
be (the "SPECIFIED CURRENCY"), and any payment in New York County or the country
of the Specified Currency, as the case may be (the "SPECIFIED PLACE"), is of the
essence, and the Specified Currency shall be the currency of account in all
events relating to Loans denominated in the Specified Currency. The payment
obligations of the Borrowers under this Agreement shall not be discharged by an
amount paid in another currency or in another place, whether pursuant to a
judgment or otherwise, to the extent that the amount so paid on conversion to
the Specified Currency and transfer to the Specified Place under normal banking
procedures does not yield the amount of the Specified Currency at the Specified
Place due hereunder. If for the purpose of obtaining judgment in any court it is
necessary to convert a sum due hereunder in the Specified Currency into another
currency (the "SECOND CURRENCY"), the rate of exchange which shall be applied
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the Specified Currency with the Second
Currency on the Business Day next preceding that on which such judgment is
rendered. The obligation of each Borrower in respect of any such sum due from it
to the Administrative Agent or any Bank hereunder 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 the Administrative
Agent or such Bank, as the case may be, of any sum adjudged to be due hereunder
in the Second Currency to the Administrative Agent or such Bank, as the case may
be, the Administrative Agent or such Bank, as the case may be, may in accordance
with normal banking procedures purchase and transfer to the Specified Place the
Specified Currency with the amount of the Second Currency so adjudged to be due;
and the Borrowers hereby, as a separate obligation and notwithstanding any such
judgment, agree to indemnify the Administrative Agent or such Bank, as the case
may be, against, and to pay the Administrative Agent or such Bank, as the

                      AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      -64-


case may be, on demand in the Specified Currency, any difference between the sum
originally due to the Administrative Agent or such Bank, as the case may be, in
the Specified Currency and the amount of the Specified Currency so purchased and
transferred.

              12.13 EUROPEAN MONETARY UNION. (a) If, as a result of the
implementation of European monetary union, (i) any European Currency ceases to
be lawful currency of the nation issuing the same and is replaced by a European
common currency (the "EURO"), or (ii) any European Currency and the Euro are at
the same time recognized by any Governmental Authority of the nation issuing
such European Currency as lawful currency of such nation and the Administrative
Agent or the Majority Banks shall so request in a notice delivered to XL
Capital, then any amount payable hereunder by any party hereto in such European
Currency shall instead be payable in the Euro and the amount so payable shall be
determined by translating the amount payable in such European Currency to the
Euro at the exchange rate recognized by the European Central Bank for the
purpose of implementing European monetary union. Prior to the occurrence of the
event or events described in clause (i) or (ii) of the preceding sentence, each
amount payable hereunder in any European Currency will, except as otherwise
provided herein, continue to be payable only in that Currency.

              (b) The Borrowers agree, at the request of any Bank, to compensate
such Bank for any loss, cost, expense or reduction in return that such Bank
shall reasonable determine shall be incurred or sustained by such Bank as a
result of the implementation of European monetary union and that would not have
been incurred or sustained but for the transactions provided for herein. A
certificate of a Bank setting forth such Bank's determination of the amount or
amounts necessary to compensate such Bank shall be delivered to XL Capital and
shall be conclusive absent manifest error so long as such determination is made
on a reasonable basis. XL Capital shall pay such Bank the amount shown as due on
any such certificate within 10 days after receipt thereof.

              (c) The parties hereto agree, at the time of or at any time
following the implementation of European monetary union, to use reasonable
efforts to enter into an agreement amending this Agreement in order to reflect
the implementation of such monetary union, to permit (if feasible) the Euro to
qualify as an Agreed Foreign Currency under the terms and conditions of the
definition of such term and to place the parties hereto in the position with
respect to the settlement of payments of the Euro as they would have been with
respect to the settlement of the Currencies it replaced.

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -65-


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


                                    XL INSURANCE LTD,
                                    as a Borrower and a Guarantor


                                    By /s PAUL S. GIORDANO
                                       --------------------
                                        Name:  Paul S. Giordano
                                        Title: Executive Vice President, General
                                               Counsel & Secretary


                                    MID OCEAN LIMITED,
                                    as a Borrower and a Guarantor


                                    By /s PAUL S. GIORDANO
                                       --------------------
                                      Name:  Paul S. Giordano
                                      Title: Secretary & Director


                                    XL RE LTD, (formerly known as MID
                                    OCEAN REINSURANCE LTD),
                                    as a Borrower and a Guarantor


                                    By /s PAUL S. GIORDANO
                                       --------------------
                                        Name:  Paul S. Giordano
                                        Title: Executive Vice President, General
                                               Counsel & Secretary

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -66-


              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 a Borrower and a Guarantor

                                    /s/ BRIAN O'HARA
                                     ----------------
                                    witness:  Brian O'Hara


                                    By /s PAUL S. GIORDANO
                                       --------------------
                                        Name:  Paul S. Giordano
                                        Title: Executive Vice President, General
                                               Counsel & Secretary


                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -67-


                                    BANKS

                                    THE CHASE MANHATTAN BANK, Individually
                                    and as Administrative Agent


                                    By /s/ HELEN NEWCOMB
                                       ---------------------------
                                       Title:  Vice President


                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -68-


                                    CITIBANK N.A.


                                    By /s/ MICHAEL A. TAYLOR
                                       ---------------------------
                                    Title:   Vice President


                                    By
                                       ---------------------------
                                       Title:

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -69-


                                    DEUTSCHE BANK AG, NEW YORK AND/OR
                                    CAYMAN ISLANDS BRANCHES


                                    By /s/ RUTH LEUNG
                                       ------------------------------
                                       Title:   Director


                                    By /s/ JOHN S. MCGILL
                                       ------------------------------
                                       Title:   Director

                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -70-


                                    MELLON BANK, N.A.


                                    By /s/ KARLA MALOOF
                                       ---------------------------
                                       Title:  Vice President


                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -71-


                                    ROYAL BANK OF CANADA


                                    By /s/ ALEXANDER BIRR
                                       -------------------
                                      Title:   Senior Manager


                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -72-


                                    THE BANK OF BERMUDA LIMITED


                                    By /s/ A. KERRY DAVIDSON
                                       ---------------------------
                                       Title:  VP - Credit Manager


                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -73-


                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By /s/ PETER RASMUSSEN
                                       ---------------------------
                                       Title:  First Vice President


                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -74-


                                    STATE STREET BANK AND TRUST COMPANY


                                    By /s/ EDWARD ANDERSEN
                                       ---------------------------
                                       Title:  Vice President


                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -75-


                                    BANQUE NATIONALE DE PARIS


                                    By
                                       ---------------------------
                                       Title:


                                    By
                                       ---------------------------
                                       Title:


                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      -76-


                                    THE BANK OF NOVA SCOTIA NY AGENCY


                                    By
                                       ---------------------------
                                       Title:


                      AMENDED AND RESTATED CREDIT AGREEMENT

</TEXT>
</DOCUMENT>
