SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GIORDANO PAUL S

(Last)

(First)

(Middle)

1221 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020-1001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XL CAPITAL LTD [ XL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VIce President

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/02/2006		D		1,750	D	⁽¹⁾	0	D
Common Shares	08/02/2006		D		9,000	D	⁽¹⁾	0	D
Common Shares	08/02/2006		D		10,000	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Employee Right to Buy)	$73	08/02/2006		D			20,000	⁽²⁾	12/04/2008	Common Shares	20,000	⁽¹⁾	0	D
Stock Option (Employee Right to Buy)	$80	08/02/2006		D			50,000	⁽²⁾	03/09/2011	Common Shares	50,000	⁽¹⁾	0	D
Stock Option (Employee Right to Buy)	$93	08/02/2006		D			65,000	⁽²⁾	03/08/2012	Common Shares	65,000	⁽¹⁾	0	D
Stock Option (Employee Right to Buy)	$68.62	08/02/2006		D			40,000	⁽²⁾	03/07/2013	Common Shares	40,000	⁽¹⁾	0	D
Stock Option (Employee Right to Buy)	$77.1	08/02/2006		D			50,000	⁽²⁾	03/05/2014	Common Shares	50,000	⁽¹⁾	0	D
Stock Option (Employee Right to Buy)	$75.48	08/02/2006		D			80,000	⁽²⁾	03/04/2015	Common Shares	80,000	⁽¹⁾	0	D
Stock Option (Employee Right to Buy)	$75.95	08/02/2006		D			75,000	⁽²⁾	01/05/2015	Common Shares	75,000	⁽¹⁾	0	D

Explanation of Responses:

1. The securities were cancelled by mutual agreement of the reporting person and the Issuer and, in substitution therefor, the reporting person received securities of Security Capital Assurance Ltd.

2. Each of the options provided for vesting in three (or four in the case of options granted after calendar year 2002) equal annual installments beginning on the first anniversary of the date of grant (which, in each case, was ten years prior to the expiration date of the option).

Remarks:

	/s/ Sarah Fox, Attorney-in-fact for Paul S. Giordano	08/03/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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