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): February 24,
2006
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XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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1-10809
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98-0191089
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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)
————————————
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
1.01 Entry
into a Material Definitive Agreement.
On
February 24, 2006, in connection with the appointment of Joseph Mauriello
to the
Audit Committee of the Board of Directors (the “Board”) of XL Capital Ltd (the
“Company”) as described under Item 5.02 below, the Company agreed to pay to Mr.
Mauriello a retainer fee equal to a pro rata share of the annual retainer
payable to members of the Audit Committee, as set forth in the Company’s Current
Report on Form 8-K, filed on June 27, 2005 (the “Current Report on Form 8-K for
June 2005”), until the Company’s 2006 annual general meeting of shareholders. In
addition, as a member of the Audit Committee and the Nominating and Governance
Committee, as described under Item 5.02 below, Mr. Mauriello is entitled
to a
per meeting fee equal to the per meeting fee payable to members of the Audit
Committee, as set forth in the Current Report on Form 8-K for June 2005,
and the
Nominating and Governance Committee, as set forth in the Company’s Definitive
Proxy Statement on Schedule 14A, filed on March 24, 2005, as
applicable.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
February 24, 2006, the Board, acting upon the recommendation of its Nominating
and Governance Committee, ratified
and approved Mr. Mauriello’s appointment to the Audit Committee and the
Nominating and Governance Committee of the Board and changed Mr. Mauriello’s
Board Class assignment to Class III. As a Class III Director, Mr. Mauriello
will
be standing for re-election at the Company’s 2007 annual general meeting of
shareholders. On February 24, 2006, the Board also determined that Mr. Mauriello
is an “audit committee financial expert” (as that term is defined in Item 401(h)
of Regulation S-K). There are no arrangements or understandings between Mr.
Mauriello and any other person pursuant to
which
Mr. Mauriello 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.
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
2,
2006
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XL
CAPITAL LTD
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(Registrant)
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By:
/s/
Fiona Luck
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Name: Fiona Luck
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Title: Executive Vice
President,
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Global Head of Corporate Services &
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Assistant Secretary
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