Holders of Debentures may require XL to repurchase all or a portion of their Debentures as of the Purchase Date at a purchase price of $641.88 per $1,000 aggregate principal amount at maturity of the Debentures properly tendered for repurchase. In the event all of the outstanding Debentures are tendered for repurchase, the aggregate purchase price would be $648,833,486.04.
XL Capital Ltd, through its operating subsidiaries, is a leading provider of insurance and reinsurance coverages and financial products and services to industrial, commercial and professional service firms, insurance companies, and other enterprises on a worldwide basis. As of December 31, 2003, XL Capital Ltd had consolidated assets of approximately $40.8 billion and consolidated shareholders' equity of approximately $6.9 billion. More information about XL Capital Ltd is available at www.xlgroup.com.