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XL Capital Ltd Announces That Underwriters Excercised Their Options to Purchase Additional Ordinary Shares and Equity Security Units

HAMILTON, BERMUDA, July 31, 2008 - XL Capital Ltd ( “XL” or the “Company” ) (NYSE: XL) announced today that the underwriters exercised their options to purchase an additional 18,750,000 ordinary shares and an additional 3,000,000 equity security units in connection with XL’s previously announced plans to sell 125,000,000 ordinary shares and 20,000,000 equity security units Following closing of both offerings on August 5, 2008, total gross proceeds to XL are expected to be approximately $2.875 billion.
The joint book-running managers for the offerings are Goldman, Sachs & Co. and UBS Investment Bank. Full details of the offerings, including a description of the ordinary shares and the equity security units and certain risk factors related to the Company and these securities, are contained in a prospectus supple-ment that is available through the underwriters. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the Company’s effective shelf registration statement. A copy of the prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933 may be obtained from either (i) Prospectus Department, 100 Burma Road, Jersey City, NJ 07305. Phone: (212) 902-1171, Facsimile: (212) 902-9316, and e-mail at prospectus-ny@ny.email.gs.com or (ii) UBS Prospectus Department, UBS Investment Bank, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10171 or by calling (888) 827-7275.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the ordi-nary shares, equity security units or any other securities, nor will there be any sale of the ordinary shares, equity security units or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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This press release contains forward-looking statements. Statements that are not historical facts, including statements about XL's beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates, and expectations. Actual results may differ materially from those included 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 results to differ materially from those in such forward-looking statements includes (a) the risk that the transactions described above are not completed for any reason; (b) greater risk of loss in connection with obligations guaranteed by certain of our insurance company operating affiliates due to recent deterioration in the credit markets stemming from the poor performance of sub-prime residential mortgage loans; (c) greater frequency or severity of claims and loss activity than XL’s underwriting, reserving or investment practices anticipate based on his-torical experience or industry data; (d) trends in rates for property and casualty insurance and reinsur-ance; (e) developments in the world’s financial and capital markets that adversely affect the performance of XL’s investments or access to such markets including, but not limited to, further market developments relating to sub-prime and residential mortgages; (f) changes in general economic conditions, including foreign currency exchange rates, inflation and other factors; (g) changes in the size of XL’s claims relating to natural catastrophe losses due to the preliminary nature of some reports and estimates of loss and damage to date and (h) the other factors set forth in XL’s most recent reports on Form 10-K, Form 10-Q, and other documents on file with the Securities and Exchange Commission, as well as management’s response to any of the aforementioned factors. 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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