|
Transaction
Valuation*
|
Amount
of Filing Fee
|
|
$12,849,773
|
$1,374.93**
|
|
*
|
Calculated
solely for purposes of determining the filing fee. This amount assumes
that 126,454 restricted Class A Ordinary Shares, par value $0.01,
of XL
Capital Ltd and options to purchase 614,318 Class A Ordinary Shares,
par
value $0.01, of XL Capital Ltd will be exchanged pursuant to this
offer
for cash-based long term incentive awards with an aggregate target
value
of $12,849,773. The amount of the filing fee, calculated in accordance
with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended,
and
Fee Rate Advisory #5 for Fiscal Year 2006 issued by the Securities
and
Exchange Commission on November 23, 2005, equals $107.00 per million
dollars of the value of the
transaction.
|
|
**
|
Previously
paid.
|
|
Amount
Previously Paid: N/A
|
Filing
Party: N/A
|
|
Form
or Registration Number: N/A
|
Date
Filed: N/A
|
|
XL
CAPITAL LTD
By:
/s/ Brian M. O'Hara
|
|
Name: Brian
M. O’Hara
|
|
Title: President
& Chief Executive Officer
|
|
Exhibit
|
Description
|
|
(a)(1)
|
Offer
to Exchange, dated June 6, 2006.*
|
|
(a)(1)(A)
|
Amended
Offer to Exchange, as amended on July 12, 2006. **
|
|
(a)(2)
|
Form
of Letter of Transmittal.*
|
|
(a)(3)
|
Form
of e-mail to Eligible Security Holders Announcing Offer. *
|
|
(a)(4)
|
Form
of Election Withdrawal Notice.*
|
|
(a)(5)
|
The
Company’s Annual Report on Form 10-K for its fiscal year ended December
31, 2005, filed with the Securities and Exchange Commission on March
7,
2006 (incorporated herein by reference).
|
|
(a)(6)
|
The
Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March
31, 2006, filed with the Securities and Exchange Commission on May
5, 2006
(incorporated herein by reference).
|
|
(a)(7)
|
The
Company’s Current Report on Form 8-K for May 26, 2006, filed with the
Securities and Exchange Commission on May 30, 2006 (incorporated
herein by
reference).
|
|
(a)(8)
|
The
Company’s Current Report on Form 8-K for May 15, 2006, filed with the
Securities and Exchange Commission on May 19, 2006 (incorporated
herein by
reference).
|
|
(a)(9)
|
The
Company’s Current Report on Form 8-K for May 5, 2006, filed with the
Securities and Exchange Commission on May 11, 2006 (incorporated
herein by
reference).
|
|
(a)(10)
|
The
Company’s Current Report on Form 8-K for April 28, 2006, filed with the
Securities and Exchange Commission on May 4, 2006 (incorporated herein
by
reference).
|
|
(a)(11)
|
The
Company’s Current Report on Form 8-K for April 7, 2006, filed with the
Securities and Exchange Commission on April 11, 2006 (incorporated
herein
by reference).
|
|
(a)(12)
|
The
Company’s definitive Proxy Statement on Schedule 14A for the 2006 Annual
Meeting of Stockholders, filed with the Securities and Exchange Commission
on March 23, 2006 (incorporated herein by reference).
|
|
(a)(13)
|
A
description of the Company’s Class A Ordinary Shares included in the
Company’s Registration Statement on Form S-3, which was filed with the SEC
on December 1, 2005 (incorporated herein by reference).
|
|
(a)(14)
|
Form
of supplemental e-mail sent to Eligible Security Holders on June
9, 2006.
*
|
|
(a)(15)
|
Form
of supplemental e-mail to be sent to Eligible Security Holders on
July 5,
2006. *
|
|
(a)(16)
|
Form
of supplemental e-mail sent to Eligible Security Holders on July
12,
2006.*
|
|
(a)(17)
|
The
Company’s Current Report on Form 8-K for June 15, 2006, filed with the
Securities and Exchange Commission on June 19, 2006 (incorporated
herein
by reference).
|
|
Exhibit
|
Description
|
|
(a)(18)
|
The
Company’s Current Report on Form 8-K for June 8, 2006, filed with the
Securities and Exchange Commission on June 9, 2006 (incorporated
herein by
reference).
|
|
(a)(19)
|
The
Company’s Current Report on Form 8-K for June 7, 2006, filed with the
Securities and Exchange Commission on June 9, 2006 (incorporated
herein by
reference).
|
|
(a)(20)
|
The
Company’s Current Report on Form 8-K for May 31, 2006, filed with the
Securities and Exchange Commission on June 6, 2006 (incorporated
herein by
reference).
|
|
(a)(21)
|
Form
of supplemental e-mail to be sent to Eligible Security Holders on
July 21,
2006 regarding termination of the Offer to Exchange.**
|
|
(b)
|
Not
applicable.
|
|
(d)(1)
|
1991
Performance Incentive Program (as amended and restated effective
March 7,
2003), incorporated by reference to Appendix B to the Company’s Definitive
Proxy Statement on Schedule 14A filed on April 4, 2003.
|
|
(d)(2)
|
1999
Performance Incentive Program (as amended and restated effective
April 29,
2005), incorporated by reference to Appendix C to the Company’s Definitive
Proxy Statement on Schedule 14A filed on March 24, 2005.
|
|
(d)(3)
|
Form
of Security Capital Assurance Ltd 2006 Long-Term Incentive and Share
Award
Plan. *
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|