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                       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

                                November 13, 2002
                Date of Report (Date of earliest event reported)


                                 XL CAPITAL LTD
             (Exact name of registrant as specified in its charter)

         Cayman Islands                  1-10809                 98-0191089
(State or other jurisdiction of  (Commission file number)     (I.R.S. Employer
 incorporation or organization)                             Identification No.)

              XL House, One Bermudiana Road, Hamilton, Bermuda HM11
                    (Address of principal executive offices)

                                 (441) 292-8515
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)



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Item 5. Other events.


On November 13, 2002, XL Capital Ltd, a Cayman Islands exempted limited company
(the "Registrant"), entered into an Underwriting Agreement together with a
related Pricing Agreement forming a part thereof dated the date thereof with
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and the other underwriters named on Schedule I of the Pricing
Agreement, pursuant to which the Company agreed to issue and sell up to
11,500,000 of its 7 5/8% Series B Preference Ordinary Shares, par value $0.01
per share.

This Current Report on Form 8-K is being filed for the purpose of filing the
attached documents in connection therewith as exhibits to the shelf registration
statement on Form S-3 (Registration No. 333-75240) filed by the Registrant, XL
Capital Finance (Europe) plc, XL Capital Trust I, XL Capital Trust II, and XL
Capital Trust III (the "Registration Statement"), and such Exhibits are hereby
incorporated into the Registration Statement by reference.


Item 7. Financial Statements and Exhibits.


     (c) Exhibits. The following exhibits are filed herewith:

       Exhibit No.          Description
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          1.1(e) Underwriting Agreement, dated November 13, 2002, by and among
               XL Capital Ltd, and Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, Morgan Stanley & Co. Incorporated and the other
               underwriters named on Schedule I of the related Pricing Agreement
               forming a part thereof dated the date thereof.

          1.1(f) Pricing Agreement, dated November 13, 2002, by and among XL
               Capital Ltd, and Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, Morgan Stanley & Co. Incorporated and the other
               underwriters named on Schedule I thereto.

          4.18 Excerpts from the Authorizing Resolutions of the Special Finance
               Committee of XL Capital Ltd, dated November 6, 2002.

          12.1 Statement regarding Computation of Earnings to Fixed Charges and
               Earnings to Preference Ordinary Share Dividends (supercedes
               Exhibit 12.1 to the Registrant's Registration Statement on Form
               S-3 filed with the SEC on October 22, 2001 (Registration No.
               333-72018)).






                                   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.

Dated:   November 14, 2002


                                XL CAPITAL LTD


                                By:  /s/ Jerry de St. Paer
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                                    Name:   Jerry de St. Paer
                                    Title:  Executive Vice President &
                                              Chief Financial Officer