Sec Form 4 Filing - GIORDANO PAUL S @ XL CAPITAL LTD - 2006-08-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GIORDANO PAUL S 2. Issuer Name and Ticker or Trading Symbol XL CAPITAL LTD [ XL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VIce President (Last) (First) (Middle) 1221 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2006 (Street) NEW YORK, NY10020-1001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 08/02/2006 D 1,750 D 0 D Common Shares 08/02/2006 D 9,000 D 0 D Common Shares 08/02/2006 D 10,000 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Da te Title Amount or Number of Shares Stock Option (Employee Right to Buy) $ 73 08/02/2006 D 20,000 ( 2 ) 12/04/2008 Common Shares 20,000 ( 1 ) 0 D Stock Option (Employee Right to Buy) $ 80 08/02/2006 D 50,000 ( 2 ) 03/09/2011 Common Shares 50,000 ( 1 ) 0 D Stock Option (Employee Right to Buy) $ 93 08/02/2006 D 65,000 ( 2 ) 03/08/2012 Common Shares 65,000 ( 1 ) 0 D Stock Option (Employee Right to Buy) $ 68.62 08/02/2006 D 40,000 ( 2 ) 03/07/2013 Common Shares 40,000 ( 1 ) 0 D Stock Option (Employee Right to Buy) $ 77.1 08/02/2006 D 50,000 ( 2 ) 03/05/2014 Common Shares 50,000 ( 1 ) 0 D Stock Option (Employee Right to Buy) $ 75.48 08/02/2006 D 80,000 ( 2 ) 03/04/2015 Common Shares 80,000 ( 1 ) 0 D Stock Option (Employee Right to Buy) $ 75.95 08/02/2006 D 75,000 ( 2 ) 01/05/2015 Common Shares 75,000 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIORDANO PAUL S 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020-1001 Executive VIce President Signatures /s/ Sarah Fox, Attorney-in-fact for Paul S. Giordano 08/03/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities were cancelled by mutual agreement of the reporting person and the Issuer and, in substitution therefor, the reporting person received securities of Security Capital Assurance Ltd. ( 2 )Each of the options provided for vesting in three (or four in the case of options granted after calendar year 2002) equal annual installments beginning on the first anniversary of the date of grant (which, in each case, was ten years prior to the expiration date of the option).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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