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XL > SEC Filings for XL > Form 8-K on 9-Jun-2009All Recent SEC Filings

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Form 8-K for XL CAPITAL LTD


9-Jun-2009

Other Events


Item 8.01. Other Events.

The insurance segment of XL Capital Ltd announced on June 9, 2009 that XL Specialty Insurance Company ("XL Specialty"), a wholly-owned subsidiary of XL Capital Ltd, has entered into an agreement with National Indemnity Company, an insurance company subsidiary of Berkshire Hathaway Inc. ("National Indemnity"). Under the agreement, and a related reinsurance agreement, National Indemnity will issue endorsements ("Endorsements") to certain directors and officers liability insurance policies known as "Side A" coverage policies ("D&O Policies") underwritten by XL Specialty (the "Facility").

The Endorsements entitle policyholders to present claims under such D&O Policies directly to National Indemnity in the event that XL Specialty is unable to meet its obligations due to an order of insolvency, liquidation or an injunction that prohibits XL Specialty from paying claims. Under the terms of the Facility, National Indemnity will issue Endorsements with aggregate premiums up to $140,000,000. In addition, XL Specialty has an irrevocable option, which may be exercised during the first eleven (11) months of the Facility, to require National Indemnity to issue Endorsements on D&O Policies with additional aggregate premiums up to $100,000,000 (the "Option"). The Endorsements will terminate on the tenth anniversary of their issuance. The Facility provides that National Indemnity will be obligated to issue Endorsements on D&O Policies issued during an eighteen month period that commenced on June 8, 2009.

National Indemnity's obligations under the Facility to issue new Endorsements will terminate if XL Specialty's financial strength rating is downgraded to or below "BBB+" by Standard & Poor's Corporation ("S&P") or to or below "A-" by
A.M. Best and Company ("A.M. Best") or should S&P and A.M. Best cease rating XL Specialty. In connection with the Facility, XL Insurance (Bermuda) Ltd ("XLIB") will purchase an obligation in an aggregate principal amount of $150 million (the "Initial Payment Obligation") from National Indemnity. If XL Specialty elects to exercise the Option, XLIB will purchase a second obligation in an aggregate principal amount of $100 million (the "Second Payment Obligation", and together with the Initial Payment Obligation, the "Payment Obligations"). In addition, XL Specialty will establish a trust (the "Security Trust") to hold the premiums (net of commissions) on the D&O Policies endorsed by National Indemnity. XL Specialty will also arrange to provide National Indemnity with a letter of credit in the event the assets in the Security Trust are insufficient to meet XL Specialty's obligations under the Facility (the "Letter of Credit"). The Security Trust, the Letter of Credit and the Payment Obligations collateralize XL Specialty's indemnity obligations under the Facility to National Indemnity for any payments National Indemnity is required to make under the Endorsements.


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