S-8

As filed with the Securities and Exchange Commission on August 6, 2009

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

___________________

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

Cayman Islands
(State or other jurisdiction
of incorporation or organization) 98-0191089
(I.R.S. Employer Identification No.)

XL House
One Bermudiana Road
Hamilton, HM 11, Bermuda
(Address of Principal Executive Offices)
___________________

XL CAPITAL LTD DIRECTORS STOCK & OPTION PLAN
(AS AMENDED AND RESTATED)

Kirstin Romann Gould, Esq.
Executive Vice President,
General Counsel and Secretary
XL Capital Ltd
c/o CT Corporation System
111 Eighth Avenue
New York, New York 10011
(Name and address of agent for service)

(212) 590-9009
(Telephone number, including area code, of agent for service)
___________________

Copy to:

Kenneth W. Orce, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005-1702
___________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

þ  Large accelerated filer	o Accelerated filer
o  Non-accelerated filer (Do not check if smaller reporting company)	o Smaller reporting company

	CALCULATION OF REGISTRATION FEE
Title of Securities to be	Amount to be	Proposed Maximum	Proposed Maximum	Amount of
Registered	Registered	Offering Price Per Share	Aggregate Offering Price	Registration Fee
Class A Ordinary Shares,	450,000 shares(1)	$14.36(2)	$6,462,000.00	$360.58
par value $.01 per share

(1)	Represents an additional 450,000 Shares issuable under the XL Capital Ltd Directors Stock & Option Plan (as amended and restated).
(2)	Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the registration fee have been calculated based on the basis of the average of the high and low prices reported for the Class A Ordinary Shares reported on the New York Stock Exchange on August 3, 2009.

EXPLANATORY NOTE

We are filing this Registration Statement to register an additional 450,000 of the Company’s Class A Ordinary Shares, par value $0.01 per share (the “Shares”), that may be acquired by Company directors under the amended and restated XL Capital Ltd Directors Stock & Option Plan (the “Plan”).

The amendment of the Plan in order to comply with provisions of the Emergency Economic Stabilization Act of 2008 as described in our Definitive Proxy Statement for our 2009 annual general meeting of holders of our Shares was approved by the holders of our Shares at our 2009 annual general meeting held on April 24, 2009. The full text of the amended and restated Plan is available on the Securities and Exchange Commission’s (the “Commission”) website as an exhibit to our Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 9, 2009. An increase of 150,000 in the number of shares authorized for issuance under the Plan and the amendment and restatement of the Plan as described in our Definitive Proxy Statement for our 2008 annual general meeting of holders of our Shares were approved by the holders of our Shares at our 2008 annual general meeting held on April 25, 2008. The full text of the amended and restated Plan as effective from April 25, 2008 until the subsequent amendment and restatement made on April 24, 2009 is available on the Commission’s website as an exhibit to our Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 17, 2008. An increase of 300,000 in the number of shares authorized for issuance under the Plan and the amendment and restatement of the Plan as described in our Definitive Proxy Statement for our 2003 annual general meeting of holders of our Shares were approved by the holders of our Shares at our 2003 annual general meeting held on May 9, 2003. The full text of the amended and restated Plan as effective from May 9, 2003 until the subsequent amendment and restatement made on April 25, 2008 is available on the Commission’s website as an exhibit to our Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 4, 2003.

We previously filed our Registration Statement on Form S-8 (File No. 333-62137) filed with the Commission on August 24, 1998 (the “Original Registration Statement”) relating to shares issuable under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement, including the periodic and current reports that we filed with the Commission after the effectiveness of the Original Registration Statement, are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Any items in the Original Registration Statement not expressly changed hereby shall be as set forth in the Original Registration Statement.

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PART II

INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF
DOCUMENTS BY REFERENCE.

     The following documents filed by XL Capital Ltd (the “Company” or the “Registrant”) with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 are hereby incorporated by reference into this registration statement:

      (i)Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009
(File No. 1-10804);

     (ii)Proxy Statement for the Annual General Meeting of holders of the Company’s Class A Ordinary Shares held on April 24, 2009 (File No. 1-10804);

      (iii) Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-10804);

     (iv)The Company’s current reports on Form 8-K dated January 13, 2009, January 23, 2009, February 11, 2009, February 17, 2009, March 3, 2009, March 24, 2009, April 28, 2009 June 9, 2009 and

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July 28, 2009 and the Company’s current report on Form 8-K/A dated February 4, 2009; and

     (v)The Company’s current report on Form 8-K filed on August 7, 1998 (File No. 1-10804) relating to the deemed registration of the Ordinary Shares under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to Rule 12g-3(a) of the Exchange Act and the description of such shares set forth under the caption “Description of XL Capital Ordinary Shares” contained in the Prospectus dated December 1, 2005, as filed with the Commission on July 31, 2008 and as incorporated by reference into the Company’s registration statement on Form 8-A filed on August 6, 2008.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded

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shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

ITEM 8. EXHIBITS.

Exhibit Number	Exhibit
4.1	Memorandum of Association of the Registrant (incorporated by reference to Annex G to the Joint Proxy Statement of EXEL Limited and Mid-Ocean Limited dated July 2, 1998 (the “Joint Proxy Statement”).
4.2	Articles of Association (incorporated by reference to Annex G to the Joint Proxy Statement).
5	Opinion of Appleby.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Appleby (included in Exhibit 5).
24	Powers of Attorney.
99.1	Acceptance of Appointment of CT Corporation System as U.S. agent for Service of Process.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Act”);

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     (ii)To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement (except to the extent the information required to be included by clauses (i) or (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference into this registration statement;

     (iii)To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

     (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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     (c) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton and Country of Bermuda, on July 24, 2009.

	XL CAPITAL LTD
By:	/s/ Michael S. McGavick
	Name:	Michael S. McGavick
	Title:	Chief Executive Officer (Principal
		Executive Officer) and Director

      Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Michael S. McGavick	Chief Executive Officer (Principal	July 24, 2009
Name: Michael S. McGavick	Executive Officer) and Director
/s/ Brian W. Nocco	Executive Vice President and Chief	July 24, 2009
Name: Brian W. Nocco	Financial Officer (Principal Financial
	Officer and Principal Accounting
	Officer)
/s/ Dale R. Comey	Director	July 24, 2009
Name: Dale R. Comey

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/s/ Robert R. Glauber	Director	July 24, 2009
Name: Robert R. Glauber
/s/ Herbert N. Haag	Director	July 24, 2009
Name: Herbert N. Haag
/s/ G. Thompson Hutton	Director	July 24, 2009
Name: G. Thompson Hutton
/s/ Joseph Mauriello	Director	July 24, 2009
Name: Joseph Mauriello
/s/ Eugene M. McQuade	Director	July 24, 2009
Name: Eugene M. McQuade
/s/ Alan Z. Senter	Director	July 24, 2009
Name: Alan Z. Senter
/s/ Ellen E. Thrower	Director	July 24, 2009
Name: Ellen E. Thrower
/s/ Sir John M. Vereker	Director	July 24, 2009
Name: Sir John M. Vereker

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EXHIBIT INDEX

Exhibit
Number	Exhibit
4.1	Memorandum of Association of the Registrant (incorporated by reference to Annex G to the Joint Proxy Statement).
4.2	Articles of Association (incorporated by reference to Annex G to the Joint Proxy Statement).
5	Opinion of Appleby.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Appleby (included in Exhibit 5).
24	Power of Attorney.
99.1	Acceptance of Appointment of CT Corporation System as U.S. agent for Service of Process.

EX-5

[Appleby Letterhead]

Exhibit 5

e-mail:

sraftopoulos@applebyglobal.com

direct dial:

Tel +345 814 2748
Fax +345 949 4901

XL Capital Ltd
XL House
One Bermudiana Road
Hamilton, HM 11
Bermuda

6 August 2009

Dear Sirs:

XL Capital Ltd – Directors Stock and Option Plan -Form S-8 Registration Statement

You have asked us to render this opinion in our capacity as your counsel as to Cayman Islands law in connection with the registration pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as Amended, of an additional 450,000 Class A ordinary shares of the Company, par value US$0.01 per share (the “Ordinary Shares”) to be issued pursuant to the Company’s Directors Stock & Option Plan (as amended and restated) (the “Plan”).

We have reviewed the resolutions passed at the annual general meetings shareholders of the Company dated May 9, 2003, April 25, 2008 and April 24, 2009 and also reviewed board resolutions of the Directors of the Company dated July 24, 2009 (together the “Resolutions”) and assume that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed in meetings which were duly convened and at which a duly constituted quorum was present and voting throughout by the shareholders and directors of the Company and that all interests of the Directors in the subject matter of the Resolutions, if any, have been declared and disclosed in accordance with the Articles of Association of the Company and that there is no matter affecting the authority of the directors, not disclosed by the Memorandum and Articles of Association or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein.

We have reviewed the Company’s Memorandum and Articles of Association as issued by or filed with the Registrar of Companies prior to the date hereof and the form of Registration Statement as filed with the Securities and Exchange Commission. We have assumed without independent verification the genuineness of all signatures, authenticity of all documents sub-

mitted to us as originals and the conformity with original documents of all documents submitted to us by telefax or as copies or conformed copies. We have relied upon the accuracy of the facts contained in a certificate of an officer of the Company dated 5 August 2009 and have assumed the continuing accuracy as at the date hereof in giving this opinion further verification.

We assume that all subscription monies due in respect of shares issued by the Company have been or will be duly received by the Company. We further assume that all Ordinary Shares to be issued in accordance with the Plan have been reserved for issuance and that there are no intervening changes in the Plan, the Company’s Memorandum and Articles of Association, the Resolutions, the laws of the Cayman Islands or any other relevant matter.

On the basis of the foregoing, we would advise as follows:

1.	The Company’s authorised capital is US$9,990,000 divided into 999,000,000 Ordinary Shares of a par value of US$0.01 each.
2.	The Company has sufficient authorised share capital to issue the Ordinary Shares and the issue thereof is within the power and capacity of the Company’s Board of Directors. The Ordinary Shares to be issued in accordance with the Plan have been duly authorised and when issued and registered in the Company’s Register of Members in accordance with the provisions of the Plan and the Registration Statement will be legally and validly issued.
3.	On the basis that the contractual subscription price (being not less than the par value) of the Ordinary Shares is fully paid in cash or satisfied by other consideration approved by the Board of Directors of the Company or a duly established Committee thereof, such Ordinary Shares issued or to be issued may properly be credited as fully paid under Cayman Islands law.
4.	Fully paid shares are not subject to further calls or assessments by the Company in respect of such shares.
5.	The Company has been incorporated as an exempted company under the Companies Law of the Cayman Islands and under the Memorandum of Association of the Company, the liability of its shareholders is limited to the amount, if any, unpaid on their shares. On the basis that all such shares are fully paid, there is no rule of Cayman Islands law that would impose any further liability on person holding shares in the Company, solely by reason of such shareholding.

We are practicing in the Cayman Islands and we do not purport to be experts on the laws of any other jurisdiction and we have made no investigation of, or express any opinion as to the

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laws of any jurisdiction other than the Cayman Islands. This opinion is based upon the laws of the Cayman Islands in effect at the date hereof and is given only as to the circumstances existing on the date hereof and known to us.

This opinion is intended solely for your benefit and may not be relied upon by any other person although we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Certain Legal Matters”.

Yours faithfully,

/s/ APPLEBY

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 2009 relating to the financial statements and financial statement schedules, which appear in XL Capital Ltd's Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
August 5, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of XL Capital Ltd (the “Company”) in their respective capacities set forth below constitutes and appoints Michael S. McGavick and Kirstin R. Gould, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under such Act of shares of Class A Ordinary Shares, par value US $0.01 per share (“Ordinary Shares”), to the extent that any such registration may be required in the opinion of the executive officers of the Company, upon the advice of counsel, including without limitation, the power and authority to sign the name of the undersigned individual in the capacity indicated below opposite the name of such individual to the Registration Statement relating to the registration of such Ordinary Shares, to be filed with the Securities and Exchange Commission with respect to said Ordinary Shares, to sign any and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

Signatures	Title	Date
/s/ Michael S. McGavick	Chief Executive Officer (Principal	July 24, 2009
Name: Michael S. McGavick	Executive Officer) and Director
/s/ Brian W. Nocco	Executive Vice President and Chief	July 24, 2009
Name: Brian W. Nocco	Financial Officer (Principal Financial
	Officer and Principal Accounting
	Officer)
/s/ Dale R. Comey	Director	July 24, 2009
Name: Dale R. Comey

/s/ Robert R. Glauber	Director	July 24, 2009
Name: Robert R. Glauber
/s/ Herbert N. Haag	Director	July 24, 2009
Name: Herbert N. Haag
/s/ G. Thompson Hutton	Director	July 24, 2009
Name: G. Thompson Hutton
/s/ Joseph Mauriello	Director	July 24, 2009
Name: Joseph Mauriello
/s/ Eugene M. McQuade	Director	July 24, 2009
Name: Eugene M. McQuade
/s/ Alan Z. Senter	Director	July 24, 2009
Name: Alan Z. Senter
/s/ Ellen E. Thrower	Director	July 24, 2009
Name: Ellen E. Thrower
/s/ Sir John M. Vereker	Director	July 24, 2009
Name: Sir John M. Vereker

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EX-99.1

Exhibit 99.1

Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 10005-0000 June 15, 2009
Re:	Registration Statement on From S-8 registering 450,000 Ordinary
	Shares of XL Capital Ltd (the “Registration Statement”)

                Ladies and Gentlemen:

CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011, hereby accepts its appointment as agent for service of process for XL Capital Ltd, in connection with the Registration Statement.

                Any process received by us will be forwarded to:

XL House
One Bermudiana Road
Hamilton HM 11
Bermuda
Attn: Kirstin R. Gould, Esq.
tel. (441) 292-8515

                Any process received by us will be forwarded to:

Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY
10005-1702
Attn: John J. Schuster, Esq.
(212) 701-3000

We acknowledge that we have previously been appointed as agent with respect to other registrations statements of XL Capital Ltd and that the fee for the first year shall be of this appointment will be $201.84 and that you will be invoiced annually at our then-current renewal rate so long as such invoices continue to be paid, or until we are advised in writing to discontinue our representation.

Our continued representation is contingent upon our receipt of timely payment of our charges for services.

Very truly yours,

/s/ Ronnie Spruill

Title: Jr. Team Manager

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