XL Capital Ltd Announces Closing of Previously Announced Transactions with Security...

XL Capital Ltd Announces Closing of Previously Announced Transactions with
Security Capital Assurance Ltd and Capital Raise

HAMILTON, Bermuda, Aug. 5 /PRNewswire-FirstCall/ -- XL Capital Ltd ("XL"
or the "Company") (NYSE: XL) announced today that it closed the previously
announced transactions among XL, Security Capital Assurance Ltd ("SCA") and
certain counterparties to credit default swaps with SCA as well as its
offerings of ordinary shares and equity security units.
Commenting on the closing of the transactions, XL Chief Executive Officer
Michael S. McGavick said: "The support for our capital raise has been
tremendous. I believe its success is a clear endorsement of the XL franchise,
of our re-focused strategy and commitment to our dual insurance and
reinsurance platform, and a vote of confidence in our ability to compete and
win business. With SCA behind us and with our enhanced commitment to risk
management, XL will concentrate on doing what it does best, which is
underwriting the risks of our customers. I would like to personally thank our
investors, old and new, and our customers, brokers and employees for helping
to make XL one of the leading underwriting organizations in the world."
XL closed the above-mentioned transactions pursuant to the Master
Commutation, Release and Restructuring Agreement dated July 28, 2008 (the
"Master Agreement") among XL and certain of its subsidiaries, Security Capital
Assurance Ltd (now known as Syncora Holdings Ltd.) and certain of its
subsidiaries and certain counterparties to credit default swap agreements with
SCA. The offerings of ordinary shares and equity security units resulted in
total gross proceeds to the Company of approximately $2.875 billion (including
the proceeds from the exercise of the underwriters' over-allotment option in
full). A portion of the proceeds of the offerings were utilized by XL in
connection with funding the transactions contemplated by the Master Agreement.
The joint book-running managers for the offerings were Goldman, Sachs &
Co. and UBS Investment Bank. The Blackstone Group, L.P. acted as advisor in
connection with the SCA transactions and Cadwalader, Wickersham & Taft, LLP
acted as XL's counsel in connection therewith. Cahill, Gordon & Reindel LLP
acted as XL's counsel in connection with the offerings.
In addition, the Company announced that it has received net proceeds of
approximately $500 million in exchange for the issuance by the Company of
20,000,000 Series C Preference Ordinary Shares in connection with the
Company's exercise of the put option under its Mangrove Bay contingent capital
facility entered into in July 2003.
XL Capital Ltd, through its operating subsidiaries, is a leading provider
of global insurance and reinsurance coverages to industrial, commercial and
professional service firms, insurance companies and other enterprises on a
worldwide basis. As of June 30, 2008, XL Capital Ltd had consolidated assets
of approximately $52.1 billion and consolidated shareholders' equity of $8.8
billion. More information about XL Capital Ltd is available at
www.xlcapital.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the ordinary 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.
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) greater frequency
or severity of claims and loss activity than XL's underwriting, reserving or
investment practices anticipate based on historical experience or industry
data; (b) changes in XL's ratings, rating agency policies or practices; (c)
trends in rates for property and casualty insurance and reinsurance; (d)
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; (e) loss of business and/or decline in market
position; (f) changes in general economic conditions, including foreign
currency exchange rates, inflation and other factors; (g) failure of XL's
underwriting and risk management strategies; (h) the timely and full
recoverability of reinsurance places by XL with third parties, or other
amounts due to XL; and (i) 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.
SOURCE XL Capital Ltd

David Radulski, Investor Relations, +1-441-294-7460, or Carol A. Parker Trott,
Media Relations, +1-441-294-7290, both of XL Capital