Exhibit 10.10

                      DIRECTORS RESTRICTED STOCK AGREEMENT


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

                  WHEREAS, the Grantee is a nonemployee member of the Board of
Directors of XL; and

                  WHEREAS, XL has granted to the Grantee a Restricted Stock
Award under XL's Directors Stock & Option Plan;

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

                  (a) GRANT OF RESTRICTED STOCK.

                  XL hereby grants to the Grantee, for cash consideration of
US$0.01 per share, an award (the "Award") of <<No. of Shares>> Ordinary Shares,
US $0.01 par value per share, of XL ("Shares"), subject to the restrictions set
forth below (the "Restricted Stock"). The date of grant of the Award is
___________, 200_ (the "Date of Grant"). The Award is granted pursuant to the
terms of XL's Directors Stock & Option Plan, the terms of which are incorporated
by reference herein.

                  (b)   ISSUANCE OF RESTRICTED STOCK

                  A stock certificate representing the Restricted Stock granted
and issued to the Grantee under the Award shall be issued in the Grantee's name
upon the Grantee's delivery to

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XL of the par value for such shares of Restricted Stock in such form as XL may
require. The stock certificate shall be held in the custody of XL for the
Grantee's account.

                  (c)   RESTRICTED PERIOD.

                  The Restricted Period means the period of time from the Date
of Grant until the first anniversary of the Date of Grant, during which period
the restrictions imposed upon the Award by paragraph (d) below shall apply. The
Award will be vested in full on the Date of Grant.

                  (d)   RIGHTS AND RESTRICTIONS.

                  From the Date of Grant the Grantee shall have all of the
rights and privileges of a shareholder as to the Restricted Stock, including the
right to receive dividends and the right to vote such Restricted Stock, EXCEPT
THAT, the following restrictions shall apply: (i) the Grantee shall not be
entitled to delivery of a stock certificate representing the Restricted Stock
until the expiration of the Restricted Period; and (ii) no share of Restricted
Stock may be sold, transferred, assigned, pledged, or otherwise disposed of
before the expiration of the Restricted Period.

                  (e)   LAPSE OF RESTRICTIONS; DELIVERY OF CERTIFICATE.

                  Upon the expiration of the Restricted Period, the restrictions
applicable to the Restricted Stock shall lapse. As promptly as administratively
feasible thereafter, XL shall deliver to Grantee, or if Grantee is deceased, to
Grantee's personal representative, a stock certificate for such Shares free of
all such restrictions.

                  (f)   STATUS OF SHARES.

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

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                  (g)   REFERENCES.

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

                  (h)   NOTICE.

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

                  (i)   GOVERNING LAW.

                  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles of conflict of laws thereof.

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                  IN WITNESS WHEREOF, the parties hereto have duly caused this
Agreement to be executed and delivered on the date first above written.


                                           XL Capital Ltd


                                           By: ______________________________




                                           __________________________________
                                           <<Grantee>>