8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2006

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XL CAPITAL LTD

(Exact name of registrant as specified in its charter)

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Cayman Islands	1-10809	98-0191089
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 292 8515

Not Applicable

(Former name or former address, if changed since last report)

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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:

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

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

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

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

Item 1.01.Entry into a Material Definitive Agreement.

On January 13, 2006, XL Capital Ltd, a Cayman Islands company (the “Company”), together with its wholly-owned subsidiaries X.L. America, Inc., a Delaware corporation (“XLA”), XL Insurance (Bermuda) Ltd, a Bermuda exempted company (“XLI”), and XL Re Ltd, a Bermuda exempted company (“XLRe” and, together with the Company, XLA and XLI, the “Account Parties”), entered into an amendment agreement (the “Amendment”) to the Master Standby Letter of Credit and Reimbursement Agreement, dated as of September 30, 2005 (the “Agreement”), by and among the Account Parties and National Australia Bank Limited, New York Branch (the “Bank”).

The effect of the Amendment is to extend the date on which the Bank’s commitment under the Agreement terminates from September 29, 2006 to December 31, 2006. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Bank and/or its affiliates have, from time to time, performed various commercial banking and financial advisory services for the Account Parties in the ordinary course of business.

Item 9.01.Financial Statements and Exhibits.

(c)Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description
10.1	Amendment Agreement to the Master Standby Letter of Credit and Reimbursement Agreement, dated as of September 30, 2005, by and among XL Capital Ltd, X.L. America, Inc., XL Insurance (Bermuda) Ltd and XL Re Ltd, as Account Parties, and National Australia Bank Limited, New York Branch.

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.

Date:  January 18, 2006

XL CAPITAL LTD

      (Registrant)

By:       /s/ Fiona Luck    

          Name:    Fiona Luck

          Title:      Executive Vice President,

                         Global Head of Corporate Services &

                         Assistant Secretary

EX-10.1

EXHIBIT 10.1

THIS AMENDMENT AGREEMENT, dated as of December 30, 2005 (this “Amendment”) is by and between, National Australia Bank Limited, New York Branch (the “Bank”), XL Capital Ltd, a company incorporated under the laws of the Cayman Islands, X.L. America, Inc., a Delaware corporation, XL Insurance (Bermuda) Ltd, a Bermuda limited liability company, and XL Re Ltd, a Bermuda limited liability company (collectively, the “Account Parties” and each an “Account Party”).

WITNESSET
60;H :

WHEREAS, the Account Parties each have requested that the Bank amend that certain Master Standby Letter of Credit and Reimbursement Agreement dated as of September 30, 2005 (the “Agreement”), effective as of the date hereof (the “Amendment Effective Date”) in order to extend the Termination Date;

WHEREAS, the Bank is willing, on the terms and conditions set forth below, to amend the Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1.Defined Terms. Capitalized terms used herein and not defined herein shall have the meanings specified in the Agreement.

SECTION 2.Amendments to the Agreement. Section 1 of the Agreement is hereby amended by deleting the words “September 29, 2006” in the second line thereof and substituting the words “December 31, 2006” therefor.

SECTION 3.Conditions to Effectiveness. This Amendment shall become effective as of the Amendment Effective Date upon the due execution and delivery thereof by the parties hereto.

SECTION 4.Representations and Warranties. In order to induce the Bank to enter into this Amendment, each Account Party hereby represents and warrants to the Bank on behalf of itself: (i) the representations and warranties contained in the Agreement are true and correct on and as of the Amendment Effective Date as though made on and as of such date, except for changes which have occurred and which were not prohibited by the terms of the Agreement; (ii) no Event of Default or other event or condition which, with notice or the lapse of time or both, would give rise to an Event of Default has occurred and is continuing, or would result from the execution, delivery and performance by such Account Party of this Amendment or the Agreement (as amended by this Amendment); (iii) that such Account Party has full power, right and legal authority to execute, deliver and perform its obligations under this Amendment; and (iv) that each of this Amendment and the Agreement as amended hereby constitutes a legal, valid and binding obligation of such Account Party enforceable against such Account Party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium, or similar laws affecting the enforcement of rights of creditors generally, and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

SECTION 5.Reference to and Effect on the Documents. Each reference in the Agreement to “this Agreement”, “here-under”, “hereof”, “herein” or words of like import, and each reference to the Agreement in documents related to the Agreement, shall mean and be a reference to the Agreement as amended hereby. Except as specifically amended hereby, the Agreement and all such related documents, and all other docu-ments, agreements, instruments or writings entered into in connection therewith, shall remain in full force and effect and are hereby ratified, confirmed and acknowledged by each Account Party, severally on behalf of itself.

SECTION 6.Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the substantive laws of the State of New York, without regard to its conflict of laws principles.

SECTION 7.Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing any such counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

NATIONAL AUSTRALIA BANK LIMITED

(ABN 12 004 044 937), New York Branch

By:/s/ Clinton M. Johnson 

         Name:Clinton M. Johnson

         Title:Senior Vice President

XL CAPITAL LTD	XL INSURANCE (BERMUDA) LTD
By:   /s/ Fiona E. Luck	By:    /s/ Christopher A. Coelho
Name:  Fiona E. Luck	Name:  Christopher A. Coelho
Title:    Executive Vice President,	Title:    Senior Vice-President &
Global Head of Corporate Services &	Chief Financial Officer
Assistant Secretary

X.L. AMERICA, INC.	XL RE LTD
By:     /s/ Gabriel G. Carino	By:    /s/ Gregory S. Hendrick
Name: Gabriel G. Carino	Name: Gregory S. Hendrick
Title:   Senior Vice President	Title:   President &
	Chief Underwriting Officer