FWP 1 c40082_fwp.htm

Filed pursuant to Rule 433
Registration No. 333-130036


Final Term Sheet dated December 6, 2005
29,800,000 Units

XL Capital Ltd
7.0% Equity Security Units



Security    Each unit will have a stated amount of $25, consisting of a purchase 
    contract for a number of ordinary shares for $25 and a 1/40, or 2.5%, 
    interest in a $1,000 senior note. 
 
Option to purchase additional units    None.     
 
Contract adjustment payments    Payable on a quarterly basis (on February 15, May 15, August 15 and 
    November 15, beginning February 15, 2006) at the annual rate of 1.75% of 
    the stated amount of $25, subject to our right to defer such payment as 
    specified in the prospectus supplement. 
 
Senior notes    The 5.25% Senior Notes due 2011 will initially pay interest at the annual rate 
    of 5.25% quarterly in arrears on each February 15, May 15, August 15 and 
    November 15, commencing on February 15, 2006; following the stock 
    purchase date, interest on the senior notes shall be payable semi-annually in 
    arrears on February 15 and August 15 of each year. 
 
Initial price to public    $25.00 per unit. 
 
Trade date    December 6, 2005. 
 
Settlement date    December 9, 2005. 
 
Estimated net proceeds to XL Capital         
from this offering    Approximately $722,650,000, before offering expenses. 
 
Concurrent offering    33,846,000 ordinary shares, plus an option to purchase an additional
    5,076,900 ordinary shares. 
 
Reference price    $65.00. The last reported NYSE sale price of our ordinary shares on 
    December 6, 2005 was $65.65. 
 
         
Threshold appreciation price    $80.60, which is 124% of the reference price. 
 
Settlement  
On February 15, 2009:
     
       
If ordinary share price is equal to or greater than $80.60, then the 
       
settlement rate will be 0.3102 ordinary shares per purchase contract 
 
       
If ordinary share price is less than $80.60 but greater than $65.00, 
       
the settlement rate will be equal to $25 divided by the applicable 


   
• 
  market value of the ordinary shares per purchase contract.
   
   
   
• 
If ordinary share price is less than or equal to $65.00, the
settlement rate will be 0.3846 ordinary shares per purchase contract
   
   
Early settlement rate   
0.3102 ordinary shares for each unit early settled or if we have previously 
   
fixed the settlement rate as a result of an accounting event, a number of 
   
ordinary shares equal to the fixed accounting event settlement rate for each 
    unit early settled. 
         
CUSIP    G98255121. 

XL Capital Ltd has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents XL Capital Ltd has filed with the SEC for more complete information about XL Capital Ltd and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, XL Capital Ltd, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or 1-800-248-3580.

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