Exhibit 1.1 SECURITY CAPITAL ASSURANCE LTD COMMON SHARES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
Exhibit 10.35 Letter Agreement to the Management Agreement WHEREAS, XL Capital Assurance Inc., a New York domiciled stock insurance corporation ("XLCA"), and XL Investment Management Ltd, a Bermuda domiciled company ("XLIML"), are parties to a...Letter Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
XL FINANCIAL ASSURANCE LTD. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT TABLE OF CONTENTSShareholders Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance
Exhibit 10.44 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of the IPO Date (as defined below), between XL Capital Assurance Inc., a New York insurer ("XLCA") and XL America, Inc., a Delaware corporation ("XL...Indemnification Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
Termination Agreement to the Fifth Amended Tax Sharing and Payment Agreement and the New York Addendum to the Tax Sharing and Payment AgreementTermination Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
ARTICLE I COVERAGEIndemnification Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
WITNESSETH,Security Capital Assurance LTD • July 28th, 2006 • Surety insurance • New York
Exhibit 10.42 AMENDED AND RESTATED GENERAL SERVICES AGREEMENT Amended and Restated General Services Agreement dated as of [ ], 2006 by and between XL Capital Assurance Inc., a New York corporation ("XLCA"), and XL Financial Administrative Services...General Services Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
ARTICLE I DEFINITIONSTransition Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
dated as ofCredit Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
AMENDMENT AND TERMINATION OF REINSURANCE GUARANTEE AGREEMENTTermination of Reinsurance Guarantee Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
ARTICLE I COVERAGEAdverse Development Reinsurance Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
AGREEMENT TO TERMINATE AMENDED AND RESTATED SURPLUS MAINTENANCE AGREEMENT BETWEEN XL REINSURANCE AMERICA INC. AND XL CAPITAL ASSURANCE INC.Surplus Maintenance Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
