XL Capital Ltd in Proposed Redomestication Plan

January 12, 2010

Cleary Gottlieb is representing XL Capital Ltd in its proposed redomestication to Ireland from the Cayman Islands. On January 12, XL Capital announced that it plans to change the parent holding company’s place of incorporation from the Cayman Islands to Ireland and filed a preliminary proxy statement with the SEC in connection with the special meetings of shareholders to be held to approve the redomestication and certain other matters.

The company’s press release quoted XL Capital’s CEO as saying: “We believe that changing XL’s place of incorporation from the Caymans to Ireland is in the best interests of XL and our shareholders. Among other benefits, we believe the proposed move will reduce certain risks that may impact us and offer us the opportunity to reinforce our reputation, which is one of our key assets, and to better support our global business platforms. The new ’XL Group’ name is desirable to reflect our exclusive focus on providing property, casualty and specialty insurance and reinsurance products for our customers’ complex risks.”

To effect the redomestication, a new Irish public limited company, XL Group plc, will acquire XL Capital through a scheme of arrangement under Cayman law. XL Capital’s ordinary shareholders will receive one ordinary share of the new Irish company in exchange for each ordinary share of XL Capital they currently hold. The proposed redomestication is subject to approval by XL Capital’s ordinary shareholders and by the Grand Court of the Cayman Islands, as well as satisfaction of other conditions.