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XL Capital announces its election to pay for its zero-coupon convertible debentures tendered for repurchase on May 23, 2004 with cash

HAMILTON, BERMUDA, April 26, 2004 -- XL Capital Ltd (NYSE: XL) ("XL") announced today that to the extent that holders of XL's Zero-Coupon Convertible Debentures due 2021 (the "Debentures") tender any Debentures for repurchase by XL on May 23, 2004 (the "Purchase Date"), XL has elected to pay all of the purchase price for such Debentures in cash. XL has provided a company notice containing details of the Debentures repurchase to U.S. Bank National Association (the trustee under the indenture governing the Debentures) to be forwarded to each holder of Debentures who wishes to tender their Debentures for repurchase by XL.
Holders of Debentures may require XL to repurchase all or a portion of their Debentures as of the Purchase Date at a purchase price of $641.88 per $1,000 aggregate principal amount at maturity of the Debentures properly tendered for repurchase. In the event all of the outstanding Debentures are tendered for repurchase, the aggregate purchase price would be $648,833,486.04.
XL Capital Ltd, through its operating subsidiaries, is a leading provider of insurance and reinsurance coverages and financial products and services to industrial, commercial and professional service firms, insurance companies, and other enterprises on a worldwide basis. As of December 31, 2003, XL Capital Ltd had consolidated assets of approximately $40.8 billion and consolidated shareholders' equity of approximately $6.9 billion. More information about XL Capital Ltd is available at www.xlgroup.com.

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