XL Capital Ltd - 8K - 09/15/06
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): September 15,
2006
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XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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1-10809
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98-0191089
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|
(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.
Consulting
Agreement with Christopher V. Greetham
On
September 15, 2006, XL Capital Ltd (the “Company”) entered into a consulting
agreement (the “Consulting Agreement”) with Christopher V. Greetham, the
Company’s Chief Investment Officer, which shall commence on January 1, 2007
after his departure from the Company. Under the Consulting Agreement, Mr.
Greetham will provide certain advisory services to the Company relating to
its
investment portfolio and investment strategy. The Consulting Agreement has
a one
year term, and can be terminated by either party at any time on the provision
of
ten (10) days’ written notice to the other party. Mr. Greetham will provide
services as an independent contractor and is not eligible to participate in
any
Company welfare, retirement or incentive plans.
The
Consulting Agreement provides that in exchange for the consulting services,
Mr.
Greetham (i) shall receive a fee of $250,000 on an annualized basis; (ii) will
be reimbursed for his reasonable out of pocket expenses incurred in connection
with the provision of services, (iii) will be reimbursed for certain spousal
travel in connection with his provision of services and (iv) would be eligible
to receive, at the sole discretion of the Company's Chief Executive Officer,
additional payments based upon his provision of advisory services that result
in
"capital events" resulting from value created by investments entered into by
XL
Capital Investment Partners.
Mr.
Greetham also has a contractual obligation to maintain and refrain from
divulging confidential and proprietary information of the Company. While he
may
continue to maintain any board memberships he may currently have with any
investment affiliate of the Company, the Company can request his resignation
from those positions at any time during the term of the Consulting
Agreement.
On
September 15, 2006, in connection with the election of Robert Glauber 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.
Glauber, 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 at an exercise price of $67.90 per ordinary share,
which was equal to the last reported sale price of the Company's ordinary shares
on September 14, 2006. The options granted to Mr. Glauber have a term of ten
years and are fully exercisable as of the date of the grant thereof.
In
connection with the election of Mr. Glauber as a director, the Company has
agreed to pay to Mr. Glauber a retainer fee equal to the pro rata portion of
the
annual retainer payable to non-employee members of the Board, as set forth
in
the Company's Definitive Proxy Statement on Schedule 14A, filed on March 23,
2006 (the “Proxy Statement”), until the Company's 2007 annual general meeting of
shareholders. In addition, Mr. Glauber will be entitled to a per meeting fee
equal to the per meeting fee payable to non-employee members of the Board,
as
set forth in the Proxy Statement.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
September 15, 2006, the Board, acting upon the recommendation of its Nominating
& Governance Committee, elected Robert R. Glauber to the Board effective
immediately. Mr. Glauber has been elected as a Class II Director and as such
will be standing for re-election at the Company's 2009 annual general meeting
of
shareholders. Mr. Glauber has been named to the Compensation Committee and
Finance Committee of the Board. There are no arrangements or understandings
between Mr. Glauber and any other person pursuant to which Mr. Glauber 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 September 20, 2006 announcing the election of Mr. Glauber 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.
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Description
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99.1
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Press
Release (“ROBERT R. GLAUBER RETURNS TO XL CAPITAL LTD BOARD”) dated
September 20, 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: September
21, 2006
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XL
CAPITAL LTD
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(Registrant)
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By:
/s/
Henry C. V. Keeling
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Name: Henry C. V. Keeling
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Title: Executive Vice President and
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Chief Operating Officer
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