XL Capital Ltd 8K - 06/08/06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
————————————
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): June 8,
2006
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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
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer 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))
Item
1.01 Entry
into a Material Definitive Agreement.
On
June
8, 2006, in connection with the election of Herbert Haag as a director of XL
Capital Ltd (the “Company”) as described under Item 5.02 below, the Board of
Directors (the “Board”) of the Company authorized the grant to Mr. Haag,
pursuant to the terms of the Company’s Amended and Restated Directors Stock
& Option Plan, of (i) an option to purchase up to 5,000 of the Company’s
ordinary shares and (ii) 2,500 options to purchase the Company’s shares, each at
an exercise price of $63.08 per ordinary share, which was equal to the last
reported sale price of the Company’s ordinary shares on June 8, 2006. The
options granted to Mr. Haag have a term of ten years and are fully exercisable
as of the date of the grant thereof. Mr. Haag was also granted 1,000 restricted
shares which vest on the first anniversary of the grant.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
June
8, 2006, the Board, acting upon the recommendation of its Nominating and
Governance Committee, elected Herbert Haag to the Board effective immediately.
Mr. Haag has been elected as a Class I Director and as such will be standing
for
re-election at the Company’s 2008 annual general meeting of shareholders. Mr.
Haag has been named to the Finance Committee of the Board. There are no
arrangements or understandings between Mr. Haag and any other person pursuant
to
which Mr. Haag was selected to serve as a director. No information called for
by
Item 404(a) of Regulation S-K is required to be disclosed herein. The press
release issued by the Company on June 8, 2006 announcing the election of Mr.
Haag to the Board is attached as Exhibit 99.1 hereto and incorporated by
reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
|
Description
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|
99.1
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Press
Release dated June 8, 2006.
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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: June 8,
2006
XL
CAPITAL LTD
(Registrant)
By:
/s/
Fiona Luck
Name: Fiona
Luck
Title: Executive
Vice President,
Global Head of Corporate Services &
Assistant Secretary