xl8k_030509.htm
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):
March
5, 2009
XL
Capital Ltd
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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1-10804
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98-0191089
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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XL
House, One Bermudiana Road, Hamilton, Bermuda
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HM11
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code: (441)
292-8515
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Not
Applicable
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(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 (see General
Instruction A.2. below):
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□
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On
March 5, 2009, the Company announced that Chairman Brian M. O’Hara and Mr. John
T. Thornton will retire from the Board of Directors (the “Board”) and not stand
for reelection at the Annual General Meeting on April 24, 2009. The
Company further announced that Mr. Robert S. Parker and Mr. Alan Z. Senter have
decided to retire from the Board at the end of 2009. A press release
announcing these changes in the Board is filed as exhibit 99.1 hereto and is
incorporated herein by reference.
(e) A
three-year consulting arrangement with Mr. O’Hara has been approved by the Board
to commence following his retirement from the Board. Mr. O’Hara will receive a
fee of $800,000 per year for advisory services and will be subject to certain
restrictive covenants including non-competition and non-solicitation
covenants.
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 (“XL Capital Ltd Announces Changes Within Board of Directors”)
dated March 5,
2009.
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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.
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XL
Capital Ltd
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By:
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/S/ Kirstin
Romann Gould
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Name:
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Kirstin
Romann Gould
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Title:
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General
Counsel and Secretary
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