Copy
to:
|
|
Noah
Newitz, Esq.
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005
(212)
701-3000
|
Transaction Valuation*
|
Amount of Filing Fee**
|
$165,000,000
|
$6,484.50
|
*
|
Calculated
solely for purposes of determining the amount of the filing fee. Pursuant
to rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the
Transaction Valuation was calculated assuming that all of the 20,000,000
outstanding shares of Series C Preference Ordinary Shares, par value $0.01
per preference share and liquidation preference $25.00 per preference
share, are being purchased at the tender offer price of $8.25 per
preference share.
|
**
|
The
amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #6
for Fiscal Year 2008 issued by the Securities and Exchange Commission,
equals $39.30 per million of the value of the
transaction.
|
|
[X]
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
|
[ ]
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
|
|
XL
CAPITAL LTD
|
|||
By:
|
/s/
Fiona Muldoon
|
||
Name:
|
Fiona
Muldoon
|
||
Title:
|
Senior
Vice President, Global
Treasurer
|
|
Exhibit No.
|
Description
|
(a)(1)(A)
|
Offer
to Purchase, dated February 27, 2009.*
|
(a)(1)(B)
|
Form
of Letter of Transmittal.*
|
(a)(2)
|
None
|
(a)(3)
|
None
|
(a)(4)
|
None
|
(a)(5)(A)
|
Press
release, dated February 27, 2009.*
|
(a)(5)(B)
|
Press
release, dated March 27, 2009.
|
(b)
|
None
|
(d)(1)
|
None
|
(d)(2)
|
None
|
(g)
|
None
|
(h)
|
None
|
|
|
XL
Capital Ltd
|
|
XL
House
|
|
One
Bermudiana Road
|
|
P.
O. Box HM 2245
|
|
Hamilton
HM JX
|
|
Bermuda
|
|
Phone:
(441) 292-8515
|
|
Fax:
(441) 292-5280
|
Contact: | David R. Radulski | Carol A. Parker Trott | ||
Investor Relations | Media Relations | |||
(441) 294-7460 | (441) 294-7290 |