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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 3, 2005
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XL CAPITAL LTD
(Exact name of registrant as specified in its charter)
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Cayman Islands 1-10809 98-0191089
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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)
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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))
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Item 7.01. Regulation FD Disclosure.
The following information is being furnished under Item 7.01, "Regulation
FD Disclosure." This information shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section, or incorporated
by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
As contemplated by the Second Amended and Restated Agreement for the Sale
and Purchase of Winterthur International, dated February 15, 2001, as amended
(the "SPA"), on February 3, 2005, both XL Insurance (Bermuda) Ltd ("XLI") and
Winterthur Swiss Insurance Company ("Winterthur") submitted their respective
proposed amounts for the independent actuarial process. The independent
actuarial process is a "baseball-type" determination process, whereby either
XLI's submitted number or Winterthur's submitted number will be the actual final
seasoned amount, depending upon which number is closest to the number developed
by the independent actuary. XLI's submission was developed with the support of
leading third-party actuarial, accounting and claims advisors. This process was
commenced because the parties were unable to come to an agreement as to the
amount of the payments that are due under the SPA. XL Capital Ltd will discuss
this process further on its earnings call to be held on February 10, 2005.
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: February 4, 2005
XL CAPITAL LTD
(Registrant)
By: /s/ Fiona Luck
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Name: Fiona Luck
Title: Executive Vice President,
Global Head of Corporate Services &
Assistant Secretary