x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

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(2)

Aggregate number of securities to which transaction applies:

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule

0-11 (set forth the amount on which filing fee is calculated and state how it was determined):

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(4)

Proposed maximum aggregate value of transaction:

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(5)

Total fee paid:

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o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount previously paid:

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(2)

Form, Schedule or Registration No.:

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Filing Party:

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(4)

Date Filed:

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1.	To approve changing the name of the Company from Security Capital Assurance Ltd to Syncora Holdings Ltd; and

 

2.	To transact such other business as may properly come before the meeting or any adjournments thereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Class
XL Insurance (Bermuda) Ltd	30,069,049		46.05%
XL House
One Bermudiana Road
Hamilton HM 11
Bermuda
Legg Mason Capital Management, Inc.
100 Light Street
Baltimore, MD 21202	7,075,964		10.84%

 

(1)

Each Share has one vote, except that pursuant to the Amended and Restated Bye-laws of the Company (the “Amended and Restated Bye-laws”):   (I)  if and for so long as (and whenever) the votes of a Shareholder, including any votes conferred by Controlled Shares (as hereinafter defined), would otherwise represent more than 9.5% of the aggregate voting power of all Shares entitled to vote on a matter, including an election of Directors, the votes conferred by such Shares are reduced by whatever amount is necessary such that after giving effect to any such reduction (and any other reductions in voting power required by the Company’s Amended and Restated Bye-laws), the votes conferred by such Shares shall represent 9.5% of the aggregate voting power of all Shares of the Company entitled to vote on such matter; provided, however, that, except as provided in the final sentence of this paragraph, no such reduction in votes shall occur with respect to (i) Shares held by any member of the XL Group (as defined below) or (ii) Shares transferred by the XL Group to any person that is not a member of the XL Group in a transaction not registered under the Securities Act of 1933, as amended (the “Securities Act”) (or exempt from registration pursuant to Rule 144 of the Securities Act or any successor provision thereof) and, upon the consummation of such transfer, any Shares previously held or subsequently acquired by such person (or an affiliate thereof), but, in each case, only for so long as such person (or an affiliate thereof) continues to hold such Shares (it being understood that this clause (ii) shall not apply to Shares transferred by such person (or an affiliate thereof) to any non-affiliate thereof).  “Controlled Shares” in reference to any person, means all Shares directly, indirectly or constructively owned by (i) such person as determined pursuant to Section 958 of the Internal Revenue Code of 1986, as amended) (the “Code”) and Treasury Regulations promulgated thereunder and under Section 957 of the Code (or the relevant successor provisions thereof) or (ii) a “group” of persons within the meaning of Section I3(d)(3) of the Exchange Act.  “XL Group” means XL Capital Ltd and its consolidated subsidiaries.  In the event that votes conferred by Shares held by the XL Group would otherwise represent more than 47.5% of the aggregate voting power of all Shares entitled to vote on a matter, additional provisions of the Bye-Laws will apply.   (II)  After having applied the provisions described in paragraph (I) above as best as they consider reasonably practicable, the Board of Directors may make such final adjustments to the aggregate number of votes conferred, directly or indirectly or by attribution, by the Controlled Shares of any person that they consider fair and reasonable under the circumstances to ensure that such votes represent 9.5%.  Such adjustments intended to implement the 9.5% limitation described in paragraph (I) shall be subject to the proviso contained in paragraph (I).

Amount and Nature of Beneficial Ownership
		SCA Equity																XL Capital Equity (1)
Name of Beneficial Owner		Number of Shares (2)				Exercisable Options				Total				Percent of Class				Number of Shares (3)				Exercisable Options				Total				Percent of Class
Michael P. Esposito, Jr.			15,000				-				15,000				*				200,774				364,633				565,407				*
Paul S. Giordano			38,546				134,579				173,125				*				5,000				-				5,000				*
Brian M. O’Hara			-				-				-				*				719,311				920,283				1,639,594				*
E. Grant Gibbons			-				8,334				8,334				*				-				-				-				*
Bruce G. Hannon			5,050				8,334				13,384				*				-				-				-				*
Mary R. Hennessy			2,238				8,334				10,572				*				-				-				-				*
Robert M. Lichten			4,000				8,334				12,334				*				-				-				-				*
Coleman D. Ross			4,000				8,334				12,334				*				-				-				-				*
Alan Z. Senter			-				8,334				8,334				*				18,829				33,360				52,189				*
David P. Shea			4,000				-				4,000				*				547				-				547				*
Edward B. Hubbard			12,000				-				12,000				*				1,524				-				1,524				*
T. Wynne Morriss, Jr.			10,000				-				10,000				*				2,462				-				2,462				*
Richard P. Heberton			4,000				-				4,000				*				4,320				-				4,320				*
Directors and executive officers of the Company as a group including those named above (17 persons in total)			130,734				184,583				315,317				*				957,693				1,318,276				2,275,969				1.27

 

(1)

As XL Capital Ltd and its subsidiaries own approximately 46% of the Company’s outstanding Shares, the Company is reporting both the number of SCA Shares and the number of XL Capital Ordinary Shares beneficially held by its NEOs and Directors.

 

(2)

For Ms. Hennessy, this number includes 838 Restricted Share Units ("RSUs") granted to Ms. Hennessy in lieu of her cash retainer plus dividends thereon. Shares related to

 

 

(3)

For Mr. O’Hara, this number includes 12,940 XL Capital Ordinary Shares that Mr. O’Hara owns indirectly.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

P R O X Y	The undersigned holder of Common Shares of Security Capital Assurance Ltd hereby appoints Paul S. Giordano, or failing him, Kirstin Romann Gould, to be its proxy and to vote for the undersigned on all matters arising at the Special General Meeting of holders of Common Shares of Security Capital Assurance Ltd or any adjournment thereof, and to represent the undersigned at such meeting or any adjournment thereof to be held on November 6, 2007 in Hamilton, Bermuda.
	The Common Shares represented hereby will be voted with the instructions contained herein. If no instruction is given, the Common Shares will be voted “FOR” Item 1 on the reverse hereof, all said items being fully described in the notice of such meeting, dated as of October 10, 2007, and the accompanying proxy statement, receipt of which are hereby acknowledged. The undersigned ratifies and confirms all that said proxies or their substitutes may lawfully do by virtue hereof.
	(Continued, and to be marked, dated and signed, on the other side)