|
Transaction
Valuation*
|
Amount
of Filing Fee
|
|
$12,849,773
|
$1,374.93**
|
|
*
|
Calculated
solely for purposes of determining the filing fee. This amount assumes
that 126,454 restricted Class A Ordinary Shares, par value $0.01,
of XL
Capital Ltd and options to purchase 614,318 Class A Ordinary Shares,
par
value $0.01, of XL Capital Ltd will be exchanged pursuant to this
offer
for cash-based long term incentive awards with an aggregate target
value
of $12,849,773. The amount of the filing fee, calculated in accordance
with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended,
and
Fee Rate Advisory #5 for Fiscal Year 2006 issued by the Securities
and
Exchange Commission on November 23, 2005, equals $107.00 per million
dollars of the value of the
transaction.
|
|
**
|
Previously
paid.
|
| o |
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its
filing.
|
|
Amount
Previously Paid: N/A
|
Filing
Party: N/A
|
|
Form
or Registration Number: N/A
|
Date
Filed: N/A
|
| o |
Check
the box if the filing relates solely to preliminary communications
made
be-fore the commencement of a tender
offer.
|
|
Exhibit
|
Description
|
|
(a)(1)
|
Offer
to Exchange, dated June 6, 2006.*
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|
(a)(2)
|
Form
of Letter of Transmittal.*
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|
(a)(3)
|
Form
of e-mail to Eligible Security Holders Announcing Offer. *
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|
(a)(4)
|
Form
of Election Withdrawal Notice.*
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|
(a)(5)
|
The
Company’s Annual Report on Form 10-K for its fiscal year ended December
31, 2005, filed with the Securities and Exchange Commission on March
7,
2006 (incorporated herein by reference).
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|
(a)(6)
|
The
Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March
31, 2006, filed with the Securities and Exchange Commission on May
5, 2006
(incorporated herein by reference).
|
|
(a)(7)
|
The
Company’s Current Report on Form 8-K for May 26, 2006, filed with the
Securities and Exchange Commission on May 30, 2006 (incorporated
herein by
reference).
|
|
(a)(8)
|
The
Company’s Current Report on Form 8-K for May 15, 2006, filed with the
Securities and Exchange Commission on May 19, 2006 (incorporated
herein by
reference).
|
|
(a)(9)
|
The
Company’s Current Report on Form 8-K for May 5, 2006, filed with the
Securities and Exchange Commission on May 11, 2006 (incorporated
herein by
reference).
|
|
(a)(10)
|
The
Company’s Current Report on Form 8-K for April 28, 2006, filed with the
Securities and Exchange Commission on May 4, 2006 (incorporated herein
by
reference).
|
|
(a)(11)
|
The
Company’s Current Report on Form 8-K for April 7, 2006, filed with the
Securities and Exchange Commission on April 11, 2006 (incorporated
herein
by reference).
|
|
(a)(12)
|
The
Company’s definitive Proxy Statement on Schedule 14A for the 2006 Annual
Meeting of Stockholders, filed with the Securities and Exchange Commission
on March 23, 2006 (incorporated herein by reference).
|
|
(a)(13)
|
A
description of the Company’s Class A Ordinary Shares included in the
Company’s Registration Statement on Form S-3, which was filed with the SEC
on December 1, 2005 (incorporated herein by reference).
|
|
(a)(14)
|
Form
of supplemental e-mail sent to Eligible Security Holders on June
9, 2006.
**
|
|
(b)
|
Not
applicable.
|
|
(d)(1)
|
1991
Performance Incentive Program (as amended and restated effective
March 7,
2003), incorporated by reference to Appendix B to the Company’s Definitive
Proxy Statement on Schedule 14A filed on April 4, 2003.
|
|
(d)(2)
|
1999
Performance Incentive Program (as amended and restated effective
April 29,
2005), incorporated by reference to Appendix C to the Company’s Definitive
Proxy Statement on Schedule 14A filed on March 24, 2005.
|
| Exhibit |
Description
|
|
(d)(3)
|
Form
of Security Capital Assurance Ltd 2006 Long-Term Incentive and Share
Award
Plan. *
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(g)
|
Not
applicable.
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|
(h)
|
Not
applicable.
|