8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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):                                                                                                                      March 5, 2009

XL Capital Ltd

(Exact name of registrant as specified in its charter)

Cayman Islands	1-10804	98-0191089
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

XL House, One Bermudiana Road, Hamilton, Bermuda	HM11
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

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

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 (see General Instruction A.2. below):

□ 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)           On March 5, 2009, the Company announced that Chairman Brian M. O’Hara and Mr. John T. Thornton will retire from the Board of Directors (the “Board”) and not stand for reelection at the Annual General Meeting on April 24, 2009.  The Company further announced that Mr. Robert S. Parker and Mr. Alan Z. Senter have decided to retire from the Board at the end of 2009.  A press release announcing these changes in the Board is filed as exhibit 99.1 hereto and is incorporated herein by reference.

(e)           A three-year consulting arrangement with Mr. O’Hara has been approved by the Board to commence following his retirement from the Board. Mr. O’Hara will receive a fee of $800,000 per year for advisory services and will be subject to certain restrictive covenants including non-competition and non-solicitation covenants.

Item 9.01.  Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press Release (“XL Capital Ltd Announces Changes Within Board of Directors”) dated March 5, 2009.

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:  March 5, 2009

XL Capital Ltd
By:	/S/   Kirstin Romann Gould
	Name:	Kirstin Romann Gould
	Title:	General Counsel and Secretary

EX-99.1

Exhibit 99.1

XL Capital Ltd

XL House

One Bermudiana Road

P. O. Box HM 2245

Hamilton HM JX

Bermuda

Phone: (441) 292-8515

Fax:     (441) 292-5280

Press Release

Contact:	David R. Radulski	Carol A. Parker Trott
	Investor Relations	Media Relations
	(441) 294-7460	(441) 294-7290

XL CAPITAL LTD ANNOUNCES CHANGES WITHIN BOARD OF DIRECTORS

HAMILTON, BERMUDA – March 5, 2009 – XL Capital Ltd (“XL” or the “Company”) (NYSE: XL) announced today that the Chairman of its Board of Directors and former President and CEO Brian M. O’Hara, along with John T. Thornton, a member of its Board since 1988, have decided not to stand for re-election at the Annual General Meeting on April 24, 2009.

XL also announced that Robert S. Parker and Alan Z. Senter, Board members since 1992 and 1986 respectively, have decided to retire from the Board at the end of 2009.

“I have had the pleasure of serving with these three directors for many years,” noted outgoing Chairman Mr. O’Hara. “We have seen XL through good and difficult times. It is fitting that having guided the Company through this very challenging past year and installed a new CEO, that we step aside for a new generation of Board leadership.”

Lead Director Robert R. Glauber said: “First of all I would like to thank Brian. Obviously the events of the past year were hardly the way in which Brian had planned to retire, and it has been very public just how painfully and fully aligned Brian’s fortunes have always been with shareholders. At the same time we would all do well to remember that without Brian this franchise simply would not exist.”

He added: “John, Bob and Al have helped lead us through the on-boarding of a new CEO and dealing with the recent challenges. By deciding to leave the Board, they allow the passing of the baton of governance to a new generation of Board leadership. We are all grateful to them for their long service and for their wisdom and grace in stepping forward to allow the Board to be refreshed.”

Following the retirement of Mr. O’Hara and Mr. Thornton immediately prior to the Annual General Meeting, the Board will be fixed at 11 directors.

XL Capital Ltd, through its operating subsidiaries, is a leading provider of global insurance and reinsurance coverages to industrial, commercial and professional service firms, insurance companies and other enterprises on a worldwide basis.  More information about XL Capital Ltd is available at www.xlcapital.com.

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