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XL Capital Ltd Completes Tender Offer For Its Series C Preference Ordinary Shares

HAMILTON, BERMUDA – March 27, 2009 - XL Capital Ltd (“XL” or the “Company”) (NYSE: XL) announced today the final results of its tender offer for any and all of its 20,000,000 outstanding Series C Preference Ordinary Shares, liquidation preference $25.00 per share (the “Preference Shares”). The tender offer expired at 11:59 p.m., Eastern Time, on Thursday, March 26, 2009.
Based on the final count by Global Bondholder Services Corporation, the Depositary for the tender offer, 12.7 million Preference Shares were properly tendered and not withdrawn pursuant to the tender offer. The Company has accepted for purchase all Preference Shares tendered. The Company will promptly pay $8.25 per Preference Share, plus accrued but unpaid dividends up to, but not including, the date the Preference Shares are purchased, in cash and without interest.
Based on the final results, the aggregate purchase price for the 12.7 million Preference Shares to be purchased is approximately $104.7 million plus accrued and unpaid dividends. As a result, a book value gain of approximately $211.8 million will be reflected in the Company’s first quarter 2009 results. The final number of Preference Shares to be purchased represents approximately 63.5% of the Company’s Preference Shares that were outstanding prior to the expiration of the tender offer.
Goldman, Sachs & Co. acted as the Dealer Manager for the tender offer. The Depositary Agent and Information Agent of the tender offer was Global Bondholder Services Corporation. Any questions with regard to the tender offer should be directed to the Information Agent at (866) 857-2200 (U.S. Toll-free).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE PREFERENCE SHARES OR ANY OTHER SECURITIES. THE TENDER OFFER WAS MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, DATED FEBRUARY 27, 2009 AND AMENDED ON MARCH 6, 2009 AND THE RELATED LETTER OF TRANSMITTAL, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFER.
XL Capital Ltd, through its operating subsidiaries, is a leading provider of global insurance and reinsurance coverages to industrial, commercial and professional service firms, insurance companies and other enterprises on a worldwide basis. More information about XL Capital Ltd is available at www.xlgroup.com.
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This press release contains forward-looking statements. Such statements involve inherent risks and uncertainties. Statements that are not historical facts, including statements about XL’s beliefs or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual events or results to differ materially from those in such forward-looking statements include the important factors set forth in XL’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and XL’s other documents on file with the Securities and Exchange Commission. XL undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise.

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