[LOGO]
May 23, 2001
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxx Xxxxxx & Xxxxxxx
Eighty Pine Street
New York, N.Y. 10005-1702
Re: XL Capital Ltd., a Cayman Islands exempted limited company (the
"Company"), proposes, subject to the terms and conditions stated
herein, to issue and sell to the Purchasers named in Schedule I hereto
(the "Purchasers") an aggregate of $842,361,000 principal amount at
maturity (subject to adjustment in the event there is an upward
interest adjustment) of the Zero-Coupon Convertible Debentures (the
"Debentures"), convertible into Class A Ordinary Shares, par value
$0.01 per share (the "Shares" and, together with the Debentures, the
"Firm Securities") of the Company, specified above and, at the
election of the Purchasers, up to an aggregate of $168,473,000
additional aggregate principal amount at maturity (subject to
adjustment in the event there is an upward interest adjustment) of the
Debentures (the "Optional Securities"). The Firm Securities and the
Optional Securities which the Purchasers elect to purchase pursuant to
Section 2 are herein collectively called the "Securities".
Dear Xx. Xxxxxxxx:
CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
will accept its appointment as agent for service of process for XL Capital Ltd.
in connection with the above referenced Agreements.
Any process received by us shall be forwarded as follows:
XL Capital Ltd.
Xxx Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx, XX00
Xxxxxxx
Attn: Xx. Xxxx Xxxxxxxx, General Counsel
Tel: 000-000-0000
Fax: 000-000-0000
We acknowledge receiving $4,005.00 payment of our charge for this twenty (20)
year appointment commencing on May 23, 2001. Unless we are notified otherwise,
our service will terminate on May 23, 2021.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Customer Specialist
Order #4439302
