Edgar Filing: XL CAPITAL LTD

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-73410

PROSPECTUS SUPPLEMENT NO. 12
(To Prospectus Dated November 29, 2001)

$508,842,000

XL CAPITAL LTD
Liquid Yield Option(TM)Notes Due 2021
(Zero Coupon - Senior)
Exchangeable for Class A Ordinary Shares of
XL CAPITAL LTD

This Prospectus Supplement supplements information contained in that
certain Prospectus dated November 29, 2001, as amended or supplemented, relating
to the potential sale from time to time by the Selling Securityholders of up to
$508,842,000 aggregate principal amount at maturity of Liquid Yield Option(TM)
Notes due 2021 (the "LYONs") of XL Capital Ltd, a Cayman Islands exempted
limited company, issued in a private transaction on September 7, 2001 and Class
A Ordinary Shares, par value US$0.01 each, of XL Capital Ltd (the "Ordinary
Shares"), issuable upon exchange of the LYONs. The LYONs are being offered for
the account of the holders thereof or by their transferees, pledgees, donees or
successors. This Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus, including any
amendments or supplements thereto. Capitalized terms used herein but not defined
have the meanings assigned to such terms in the Prospectus.

The information contained in the table set forth in the Prospectus under
the caption "Selling Securityholders" shall be deleted and replaced in its
entirety with the information set forth below with respect to the Selling
Securityholders, the respective principal amount at maturity of LYONs owned by
the Selling Securityholders, and the respective principal amount of Notes
offered by the Selling Securityholders hereby. Unless otherwise indicated, none
of the Selling Securityholders has, or within the past three years has had, any
position, office or other material relationship with XL Capital Ltd or any of
its affiliates. Because the Selling Securityholders may offer all or some
portion of their LYONs or the Ordinary Shares issued upon exchange of their
LYONs, pursuant to this Prospectus Supplement, no estimate can be given as to
the amount of the LYONs or the Ordinary Shares issued upon exchange of the LYONs
that will be held by the Selling Securityholders upon termination of any sales.
In addition, the Selling Securityholders identified below may have sold,
transferred or otherwise disposed of all or a portion of their LYONs, or the
Ordinary Shares issued upon

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exchange of their LYONs, since the date on which they provided the information
regarding their LYONs, in transactions exempt from the registration requirements
of the Securities Act.

Unless otherwise indicated, each Selling Securityholder is offering all
LYONs beneficially owned by them pursuant to this Prospectus Supplement. No
securityholder may offer their LYONs, or the Ordinary Shares issued upon
exchange of their LYONs, pursuant to this Prospectus Supplement until the
securityholder is named as a Selling Securityholder in this Prospectus
Supplement or in another supplement to the Prospectus.

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Aggregate
Principal Amount Percentage Number of Our Percentage of
at Maturity of of Ordinary Shares Our Ordinary
LYONs That May be LYONs That May be Shares
Name Sold Outstanding Sold (1) Outstanding (2)
---- ---- ----------- -------- ---------------

KBC Financial Products USA
Inc..................... 500,000 * 2,639 *

Deutsche Bank Securities
Inc..................... 2,500,000 * 13,193 *

Bank Austria Cayman Islands
LTD..................... 4,650,000 * 24,538 *

RCG Multi Strategy LP...... 180,000 * 950 *

Ramius Capital Group....... 450,000 * 2,375 *

RCG Latitude Master Fund
LTD..................... 1,620,000 * 8,549 *

UBS AG London Branch....... 6,508,000 1.3 34,343 *

Morgan Stanley............. 8,500,000 1.7 44,855 *

Goldman Sachs and
Company................. 12,500,000 2.5 65,963 *

S.A.C. Capital Associates,
LLC..................... 5,000,000 1.0 26,385 *

State of Florida, Office of the
Treasurer............... 5,000,000 1.0 26,385 *

Zola Partners, L.P......... 1,180,000 * 6,227 *

Salomon Smith Barney, Inc.. 5,000,000 1.0 26,385 *

Allstate Insurance Company. 600,000 * 3,166 *

Allstate Life Insurance
Company.................. 2,350,000 * 12,401 *

UBS AG LON F/B/O PB........ 5,992,000 1.2 31,320 *

Lexington Vantage Fund,
Ltd c/o TQA Investors,
LLC....................... 250,000 * 1,319 *

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Arbitex Master Fund, L.P.... 5,000,000 1.0 26,385 *

TQA Master Plus Fund, Ltd... 750,000 * 3,958 *

Greyhound Lines, Inc. c/o TQA
Investors, LLC........... 250,000 * 1,319 *

NCMIC........................ 225,000 * 1,187 *

All other holders of LYONs or
future transferees,
pledgees, donees, assignees
or successors of any such
holders(3)(4)........... 418,855,000 82.3 2,210,298 1.6

Total...................... 508,842,000 100.0 2,685,159 2.0

* Less than one percent (1%).

(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
5.277 ordinary shares per $1,000 principal amount at maturity of the LYONs.
This conversion rate is subject to adjustment, however, as described under
"Description of the LYONs--Conversion Rights." As a result, the number of
our ordinary shares issuable upon conversion of the LYONs may increase or
decrease in the future. Does not include our ordinary shares that may be
issued by us upon purchase of the LYONs by us at the option of the holder.

(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 135,841,086
Ordinary Shares outstanding as of November 4, 2002. In calculating this
amount for each holder, we treated as outstanding the number of our
ordinary shares issuable upon conversion of all of that holder's LYONs, but
we did not assume conversion of any other holder's LYONs. Does not include
our ordinary shares that may be issued by us upon purchase of the LYONs by
us at the option of the holder.

(3) Information about other selling securityholders will be set forth in
prospectus supplements, if required.

(4) Assumes that any other holders of LYONs, or any future pledgees, donees,
assignees, transferees or successors of or from any such other holders of
LYONs, do not beneficially own any of our ordinary shares other than the
ordinary shares issuable upon conversion of the LYONs at the initial
conversion rate.

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All information in this Prospectus Supplement is as of November 26, 2002.

The date of this Prospectus Supplement is November 26, 2002.