FWP 1 c40084_fwp.htm

Filed pursuant to Rule 433
Registration No. 333-130036

Final Term Sheet dated December 6, 2005


33,846,000 Ordinary Shares


XL Capital Ltd
Class A Ordinary Shares
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Class A Ordinary Shares offered by us 
33,846,000 ordinary shares.
 
Option to purchase additional ordinary shares 
15%; 5,076,900 ordinary shares.
 
Class A Ordinary Shares to be 
outstanding after this offering 
174,422,462 ordinary shares (assuming no exercise of option to purchase
 
additional ordinary shares).
 
Initial price to public 
$65.00 per ordinary share.
 
Trade date 
December 6, 2005.
 
Settlement date 
December 9, 2005.
 
Last reported NYSE sale price of our 
ordinary shares on December 6, 2005 
$65.65.
 
Estimated net proceeds to XL Capital 
from this offering 
Approximately $2,133,990,300, or approximately $2,454,088,845 if the
 
underwriters’ option to purchase additional ordinary shares is exercised in full,
 
before offering expenses.
 
Concurrent offering 
29,800,000 7.0% Equity Security Units. Each holder of units will be required
 
to purchase a minimum of 0.3102 ordinary shares and a maximum of 0.3846
 
ordinary shares per unit upon settlement.

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.