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): December 15, 2009

XL Capital Ltd
__________________________________________
(Exact name of registrant as specified in its charter)

Cayman Islands	1-10804	98-0191089
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
XL House, One Bermudiana Road, Hamilton, Bermuda		HM08
_________________________________ (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:

[  ]  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.

On December 15, 2009, the Board of Directors (the "Board") of XL Capital Ltd (the "Company" or "XL"), acting upon the recommendation of its Nominating, Governance and External Affairs Committee, elected Clayton S. Rose to the Board. Mr. Rose has been elected as a Class III Director and as such will be standing for re-election at the Company's 2010 annual general meeting of shareholders. Mr. Rose has been named to the Finance Committee and the Nominating, Governance and External Affairs Committee of the Board. There are no arrangements or understandings between Mr. Rose and any other person pursaunt to which he 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.

In connection with the election of Mr. Rose as a director of the Company, and pursuant to the terms of the Company's Amended & Restated Directors Stock & Option Plan (the "Plan"), the Board authorized to grant Mr. Rose options to purchase 5,000 of the Company's ordinary shares at an exercise price of $18.33 per ordinary share, which was equal to the last reported sale price of the Company's ordinary shares on December 15, 2009. The options granted to Mr. Rose have a term of ten years and are fully exercisable as of the date of grant.

In addition, in accordance with the terms of the Plan, the Board authorized the grant of a restricted stock award of 2,237 of the Company's ordinary shares, which is the pro rata portion of the value of the restricted stock award granted to non-employee members of the Board for their service during 2009/2010, based upon the last reported sale price of the Company's ordinary shares on December 15, 2009. The restricted stock award granted to Mr. Rose is fully vested upon the date of grant. The Company has also agreed to pay Mr. Rose a retainer fee equal to the pro rata cash portion of the annual retainer fee payable to non-employee members of the Board until the Company's 2010 annual general meeting of shareholders.

The press release issued by the Company on December 17, 2009 announcing the election of Mr. Rose to the Board is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 8.01 Other Events.

The Company has appointed Simon Rich, XL's Controller since March 2005, to the position of interim Chief Financial Officer effective January 1, 2010. The Company previously announced that its Chief Financial Officer, Brian Nocco, will leave XL effective after year end. The Company is continuing its external search for a Chief Financial Officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

99.1 Press Release ("XL CAPITAL LTD ANNOUNCES APPOINTMENT OF CLAYTON S. ROSE TO ITS BOARD OF DIRECTORS") dated December 17, 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.

	XL Capital Ltd
December 17, 2009	By:	/s/ Kirstin R. Gould
		Name: Kirstin R. Gould
		Title: Secretary and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	XL Capital Ltd Announces Appointment of Clayton S. Rose to its Board of Directors

EX-99.1

XL Capital Ltd
XL House
One Bermudiana Road
Hamilton HM 08
Bermuda

			Phone Fax	(441) 292 8515 (441) 292 5280
Press Release
Contact:
	David R. Radulski Investor Relations (441) 294 7460	Carol Parker-Trott Media Relations (441) 294 7290

XL CAPITAL LTD ANNOUNCES APPOINTMENT OF CLAYTON S. ROSE TO ITS BOARD OF DIRECTORS

Hamilton, Bermuda – December 17, 2009 — XL Capital Ltd (NYSE: XL) (“XL” or the “Company”) today announced that Mr. Clayton S. Rose has joined the Company’s Board of Directors.

Mr. Rose is a Professor of Management Practice at the Harvard Business School and is a former executive of J.P. Morgan & Co.

While at J.P. Morgan, Mr. Rose headed each of the Global Investment Banking and the Global Equities Divisions, and served as member of the firm’s executive committee. During his 20 years with the firm he held management roles in various securities, derivatives and corporate finance businesses and was a founder and architect of the firm’s equities business. He was also responsible for and served as an investment committee member of J.P. Morgan’s private equity investment organization, led J.P. Morgan’s Diversity Initiative, and represented the firm during the Long Term Capital Management crisis in 1998.

At Harvard Business School, Mr. Rose teaches the second year elective, Managing the Financial Firm, a course he created to examine the challenges, opportunities and responsibilities of leadership in the financial services industry in the context of the financial crisis. He also teaches the first year course Leadership and Corporate Accountability, and has taught the second year elective, The Moral Leader. Previously, he taught strategy at the Graduate School of Business at Columbia University and the Stern School of Business at New York University.

In addition to his responsibilities at Harvard, Mr. Rose chairs the Board of Managers of Highbridge Capital Management, a $22 billion hedge fund owned by JP Morgan Chase, and has served as a public company director in the financial services and life sciences industries. He is a trustee of the Howard Hughes Medical Institute, the National Opinion Research Center at The University of Chicago, and a director of Public/Private Ventures.

Mr. Rose has a Ph.D (with distinction) in sociology and a MA from the University of Pennsylvania. He also has an AB and MBA from the University of Chicago.

XL’s Chairman Robert Glauber said: “We are fortunate to have Clayton join the Board. He brings the unique perspective of a former senior officer of J.P. Morgan and of an outstanding teacher of business leadership and the management of financial institutions. The Board will benefit from his broad experience as XL works to extend its recent history of success in confronting the global financial challenges.”

Mr. Glauber also acknowledged the service of retiring Directors Robert S. Parker and Alan Z. Senter who have served as members of the XL Board since 1992 and 1986, respectively. As previously announced, both will retire from the Board at the end of the year.

“Bob and Al have seen the Company through some very good times and some very challenging ones,” Mr. Glauber said. “We are deeply grateful to them for their dedication and tireless contributions through their years of service. We wish them much success in the future.”

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