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 27, 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 1.01Entry into a Material Definitive Agreement.

On January 27, 2006, in connection with the election of Joseph Mauriello as a director of XL Capital Ltd (the “Company”) as described under Item 5.02 below, the Board of Directors (the “Board”) of the Company authorized the grant to Mr. Mauriello, pursuant to the terms of the Company’s Amended and Restated Directors Stock & Option Plan, of an option to purchase up to 5,000 of the Company’s ordinary shares at an exercise price of $69.07 per ordinary share, which was equal to the last reported sale price of the Company’s ordinary shares on January 26, 2006. The option granted to Mr. Mauriello has a term of ten years and is fully exercisable as of the date of the grant thereof.

In connection with the election of Mr. Mauriello as a director, the Company has agreed to pay to Mr. Mauriello a retainer fee equal to a pro rata share of the annual retainer payable to non-employee members of the Board, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 24, 2005 (the “Proxy Statement”), until the Company’s 2006 annual general meeting of shareholders. In addition, Mr. Mauriello will be entitled to a per meeting fee equal to the per meeting fee payable to non-employee members of the Board, as set forth in the Proxy Statement.

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 27, 2006, the Board, acting upon the recommendation of its Nominating and Governance Committee, elected Joseph Mauriello to the Board effective immediately. Mr. Mauriello has been elected as a Class II Director and as such will be standing for re-election at the Company’s 2006 annual general meeting of shareholders. Mr. Mauriello is expected to be named to the Audit Committee of the Board. There are no arrangements or understandings between Mr. Mauriello and any other person pursuant to which Mr. Mauriello was selected to serve as a director. No information called for by Item 404(a) of Regulation S-K is required to be disclosed herein. The press release issued by the Company on January 27, 2006 announcing the election of Mr. Mauriello to the Board is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press Release (“JOSEPH MAURIELLO JOINS XL CAPITAL LTD BOARD OF DIRECTORS”) dated January 27, 2006.

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 31, 2006

XL CAPITAL LTD

     (Registrant)

By:      /s/ Fiona Luck    

          Name:Fiona Luck

          Title:   Executive Vice President,

                      Global Head of Corporate Services &

                      Assistant Secretary

EX-99.1

Exhibit 99.1

XL Capital Ltd

XL House

One Bermudiana Road

Hamilton HM 11

Bermuda

Phone (441) 292 8515

Fax (441) 292 5280

Press Release

Contact:	David Radulski	Roger R. Scotton
	Investor Relations	Media Relations
	(441) 294 7460	(441) 294 7165

JOSEPH MAURIELLO JOINS XL CAPITAL LTD BOARD OF DIRECTORS

Hamilton, Bermuda - January 27, 2006 - XL Capital Ltd (NYSE: XL) (“XL” or the “Company”) today announced that Mr. Joseph Mauriello has joined the Company’s Board of Directors.

Mr. Mauriello was formerly Deputy Chairman and Chief Operating Officer of KPMG LLP. He was also Chief Operating Officer for the Americas region and member of the Boards for KPMG LLP and KPMG Americas. During Mr. Mauriello’s career, he specialized in serving global financial services clients. He is a Certified Public Accountant in New York and New Jersey, and is a member of the American Institute of Certified Public Accountants. He is also a member of the Board of Overseers of the School of Risk Management, Insurance and Actuarial Sciences of the Peter J. Tobin College of Business at St. John’s University, New York, and a trustee of the St. Barnabas Hospital System in New Jersey.

XL Chairman Michael P. Esposito, Jr., said: “I am pleased that Joe Mauriello is bringing his unquestioned integrity, professionalism, and thoughtful perspective to XL’s Board. His forty years of experience in the global financial services industry will be invaluable to building our Company’s leadership position in the years ahead.”

XL President and Chief Executive Officer Brian M. O’Hara added: “I am looking forward to working with Joe Mauriello, who is joining the Company at a challenging time in our industry. I believe that Joe, with his expertise and insight, will be an important addition to XL’s Board.”

XL Capital Ltd, through its operating subsidiaries, is a leading provider of insurance and reinsurance coverages and financial products and services to industrial, commercial and professional service firms,

insurance companies and other enterprises on a worldwide basis. As of September 30, 2005, XL Capital Ltd had consolidated assets of approximately $54.9 billion and consolidated shareholders’ equity of approximately $7.0 billion. More information about XL Capital Ltd is available at www.xlcapital.com.

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