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): June 8, 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 June 8, 2006, in connection with the election of Herbert Haag 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. Haag, pursuant to the terms of the Company’s Amended and Restated Directors Stock & Option Plan, of (i) an option to purchase up to 5,000 of the Company’s ordinary shares and (ii) 2,500 options to purchase the Company’s shares, each at an exercise price of $63.08 per ordinary share, which was equal to the last reported sale price of the Company’s ordinary shares on June 8, 2006. The options granted to Mr. Haag have a term of ten years and are fully exercisable as of the date of the grant thereof. Mr. Haag was also granted 1,000 restricted shares which vest on the first anniversary of the grant.

In connection with the election of Mr. Haag as a director, the Company has agreed to pay to Mr. Haag a retainer fee equal to 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 23, 2006 (the “Proxy Statement”), until the Company’s 2007 annual general meeting of shareholders. In addition, Mr. Haag 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 June 8, 2006, the Board, acting upon the recommendation of its Nominating and Governance Committee, elected Herbert Haag to the Board effective immediately. Mr. Haag has been elected as a Class I Director and as such will be standing for re-election at the Company’s 2008 annual general meeting of shareholders. Mr. Haag has been named to the Finance Committee of the Board. There are no arrangements or understandings between Mr. Haag and any other person pursuant to which Mr. Haag 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 June 8, 2006 announcing the election of Mr. Haag to the Board is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press Release dated June 8, 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:June 8, 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 R. Radulski          Roger R. Scotton

Investor Relations   Media Relations

(441) 294 7460(441) 294 7165

HERBERT HAAG JOINS XL CAPITAL LTD BOARD OF DIRECTORS

Hamilton, Bermuda - June 8, 2006 - XL Capital Ltd (NYSE: XL) (“XL” or the “Company”) today announced that Mr. Herbert Haag has joined the Company’s Board of Directors.

Mr. Haag was the founding President and Chief Executive Officer of Bermuda-based reinsurer PartnerRe Ltd. in 1993. He retired in December 2000 and served as Senior Advisor of Partner Re Ltd. for two more years. Mr. Haag’s insurance industry career spans approximately 40 years, including 24 years with Swiss Reinsurance Company where he held various senior positions, including nine years as Head of its Japanese operation, and latterly as Executive Vice President and Chairman/Board Member of several Swiss Re subsidiary companies. Mr. Haag is the President of the Swiss-Japanese Society in Switzerland.

XL Chairman Michael P. Espositio, Jr., said: “I am pleased to welcome Herbert to the XL Board. I’m confident that his insurance industry knowledge and wealth of business experience will prove invaluable in helping to achieve our strategic business objectives.”

XL President and Chief Executive Officer Brian M. O’Hara added: “It is a pleasure to have Herbert join us, particularly as we mark our 20^th anniversary. He is a seasoned professional and I look forward to working with him. He is well respected in the industry and will provide us with the sound guidance we need to steer XL through the next phase of its development.”

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 March 31, 2006, XL Capital Ltd had

consolidated assets of approximately $58.8 billion and consolidated shareholders' equity of approximately $8.5 billion. More information about XL Capital Ltd is available at www.xlcapital.com.

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