8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report May 27, 2008
Date of Earliest Event Reported (May 27, 2008)

SECURITY CAPITAL ASSURANCE LTD
(Exact name of registrant as specified in its charter)

Bermuda	001-32950	Not Applicable
(Jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification
		No.)

     A.S. Cooper Building
26 Reid Street
Hamilton HM11, Bermuda
(Address of principal executive
offices, including zip code)

     (441) 279-7450
(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Effective June 1, 2008, David P. Shea departed from his position as Executive Vice President and Chief Financial Officer of Security Capital Assurance Ltd (“SCA”) but will remain as an advisor to SCA until June 15, 2008. In connection with his departure, in addition to (1) the severance payments he is entitled to receive under his employment agreement with SCA upon an involuntary termination without cause and (2) the second quarterly installment payment of his retention award under SCA’s retention program (the terms of which have been previously disclosed in SCA’s 2008 Proxy Statement), Mr. Shea will become vested in and receive a $300,000 cash payment. This payment represents the value of an unvested long term incentive cash award previously granted to Mr. Shea on March 15, 2006 which the Compensation Committee of the Board of Directors, in its sole discretion, determined to pay to Mr. Shea upon his termination.

     In addition, on May 27, 2008, Elizabeth A. Keys was appointed to the position of Senior Vice President and Chief Financial Officer, effective June 1, 2008. Ms. Keys previously served, since August 2006, as SCA’s Managing Director, Head of Financial Planning and Analysis. Prior to that, she served as the Chief Financial Officer of XL Capital Assurance, a wholly-owned subsidiary of SCA. Before joining SCA, Ms. Keys served as Controller for GMAC Commercial Finance, a subsidiary of General Motors Acceptance Corp, from 2004 to 2005, and in other positions for General Motors from 1997 to 2004.

     In connection with Ms. Keys’ appointment as Senior Vice President and Chief Financial Officer, Ms. Keys and SCA have entered into an offer letter of employment, the terms of which provide that Ms. Keys will receive an annual base salary of $300,000 and will be eligible for an annual target bonus equal to 100% of her base salary, if certain performance targets are met, as determined by the Compensation Committee of the Board of Directors of SCA. Notwithstanding the foregoing, the offer letter provides that, for 2008, Ms. Keys will receive a minimum bonus of $300,000, payable in two equal installments. The first payment of $150,000 will be made on August 31, 2008 and the second payment of $150,000 will be made at the time bonuses are customarily paid by SCA, so long as Ms. Keys is employed on each of the payment dates. However, if Ms. Keys’ employment is terminated due to death or disability or by the Company without cause prior to a payment date, she will receive her installment bonus payment for the installment period in which the termination occurs. Pursuant to the offer letter, Ms. Keys will also be eligible for an annual grant of a long term incentive award equal to 75% of the total targeted cash compensation payable to her by SCA. The long-term award attributable to 2008 will be based on a full year of service. The Compensation Committee will determine whether Ms. Keys’ long-term incentive award will be a cash incentive award or an equity incentive award or some combination thereof. The equity award may be in the form of stock options, restricted shares or performance shares (or a combination thereof), which will vest over a period of years, depending on the type of award.

     In addition, the offer letter entitles Ms. Keys to severance payments, in accordance with SCA’s severance programs, if any, in effect for executives at similar levels, in the event her employment is terminated due to a (1) work force reduction, (2) reorganization, (3) position elimination, (4) death, or (5) disability. Under the offer letter, in the event Ms. Keys voluntarily resigns, she will not be entitled to any severance payments.

     A press release announcing the appointment of Ms. Keys and the departure of Mr. Shea is filed as Exhibit 99.1 to this report and incorporated herein by reference.

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

      Dated May 27, 2008

Security Capital Assurance Ltd 

By: /s/ Tom Currie                               

         Name: Tom Currie 

         Title: Senior Vice President 

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EXHIBIT INDEX

EXHIBIT	DESCRIPTION
99.1	Press Release, “Security Capital Assurance Ltd Appoints Elizabeth A. Keys Chief Financial Officer,” dated May 27, 2008.

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EX-99.1

Exhibit 99.1

	Security Capital Assurance Ltd
	A.S. Cooper Building
	26 Reid Street, 4th Floor
	Hamilton HM 11
	Bermuda
	(441) 279-7450

SECURITY CAPITAL ASSURANCE LTD APPOINTS ELIZABETH A. KEYS

AS CHIEF FINANCIAL OFFICER

Hamilton, Bermuda, May 27, 2008 – Security Capital Assurance (NYSE: SCA) (the “Company” or “SCA”) today announced that it has appointed Elizabeth A. Keys as Senior Vice President and Chief Financial Officer effective June 1, 2008. Ms. Keys, 39, will succeed David P. Shea who will depart from the Company to pursue other opportunities. Mr. Shea will serve as an advisor to the Company until June 15, 2008 to help with the transition of responsibilities.

Mr. Paul S. Giordano, SCA’s President and Chief Executive Officer, said, “On behalf of all of us at SCA, I want to thank David for his many contributions to the Company since 2003. In particular, David was instrumental in helping the Company execute its initial public offering in 2006. We wish him all the best in his future endeavors.”

As Chief Financial Officer, Ms. Keys will be responsible for managing the finance function, overseeing and directing financial accounting, short-term business planning, budgeting and long-range forecasting, and directing the treasury and investments operation. She will report directly to Paul Giordano and serve on the Company’s executive management committee.

Capital management activities, rating agency relationships and corporate strategy initiatives will continue to be managed by Executive Vice President and Head of Corporate Strategy, Claude LeBlanc.

“As a senior member of SCA’s finance team, Beth has played an integral role in the development of our financial capabilities, including business planning, forecasting, expense control and management of other financial metrics,” Mr. Giordano added. “I look forward to collaborating with Beth on ways to address the challenges facing the Company today.”

Since August 2006, Ms. Keys has served as SCA’s Managing Director, Head of Financial Planning and Analysis. In this role, she established and led the financial planning and analysis function of SCA and its subsidiaries. Prior to her most recent role, Ms. Keys served as the Chief Financial Officer of XL Capital Assurance Inc. (“XLCA”), a subsidiary of SCA. In that position, she was responsible for all aspects of XLCA’s financial activities, including financial accounting and reporting and strategic and business planning.

Before joining XLCA in 2005, Ms. Keys served as Controller for GMAC Commercial Finance, a subsidiary of General Motors Acceptance Corp, where she was responsible for the division’s quarterly reporting, balance sheet management, development and monitoring of corporate accounting policies and Sarbanes-Oxley compliance. Prior to her role as GMAC Commercial Finance’s Controller, Ms. Keys held numerous positions of increasing responsibility in General Motors Corporation’s finance department from 1997 to 2004. Prior to joining General Motors, Ms. Keys spent six years as an auditor at Deloitte and Touche LLP’s Singapore and Detroit offices where she was responsible for coordinating and executing audits and due diligence procedures for large multinational corporations.

Ms. Keys received her B.S. in Accounting from Boston College’s Wallace E. Carroll School of Management and her M.B.A., under a Fellowship, from the Alfred P. Sloan School of Management at M.I.T.

About Security Capital Assurance

Security Capital Assurance Ltd is a Bermuda-domiciled holding company whose common shares are listed on the New York Stock Exchange (NYSE: SCA). For more information please visit www.scafg.com.

Contact:

Investors Frank Constantinople +1 441-279-7450 frank.constantinople@scafg.com Media Michael Gormley +1 441-279-4750 Michael.gormley@scafg.com Michele Loguidice +1 212-333-3810 mloguidice@brunswickgroup.com

FORWARD-LOOKING STATEMENTS

This release contains statements about future results, plans and events that may constitute "forward-looking" statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned that these statements are not guarantees of future results, plans or events and such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control. These factors include, but are not limited to: recent and future rating agency statements and ratings actions; the outcome of the Company’s dispute with Merrill Lynch International concerning the Company’s termination of seven credit default swap (“CDS”) contracts; the Company’s ability to successfully implement its strategic plan; higher risk of loss in connection with obligations guaranteed by the Company due to recent deterioration in the credit markets stemming from the poor performance of subprime residential mortgage loans; the suspension of writing substantially all new business and the Company’s ability to continue to operate its business in its historic form; the development and implementation of a strategic plan; developments in the world's financial and capital markets that adversely affect the performance of the Company's investments and its access to such markets; the performance of invested assets, losses on credit derivatives or changes in the fair value of credit derivatives; the availability of capital and liquidity; the timing of claims payments and the receipt of reinsurance recoverables; greater frequency or severity of claims and loss activity including in excess of the Company’s loss reserves; changes in the Company’s reinsurance agreements with certain of its subsidiaries; the impact of provisions in business arrangements and agreements triggered by the ratings downgrades; the impact of other triggers in business arrangements including CDS contracts; changes in regulation, tax laws, legislation or accounting policies or practices; changes in officers; general economic conditions; changes in the availability, cost or quality of reinsurance or retrocessions; possible downgrade of the Company’s reinsurers; possible default by the counterparties to the Company’s reinsurance arrangements; the Company’s ability to compete; changes that may occur in Company operations and ownership as the Company matures; and other additional factors, risks or uncertainties described in Company filings with the SEC, including in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and also disclosed from time to time in subsequent reports on Form 10-Q and Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made.

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