As filed with the Securities and Exchange Commission on August 26, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
EXEL LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands 98-0191089
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Cumberland House
1 Victoria Street
Hamilton HM11
Bermuda
(441) 292-8515
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Paul S. Giordano, Esq.
Senior Vice President
and General Counsel
EXEL Limited
c/o CT Corporation System
1633 Broadway
New York, New York 10019
(212) 246-5070
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005-1702
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |x|
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. | |
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | |
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. | |
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------- -------------- ------------------------- ------------------------- -------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration
Share(l) Price(1) Fee(1)
- ---------------------- -------------- ------------------------- ------------------------- -------------------
<S> <C> <C> <C> <C>
Class A
Ordinary Shares, 3,000,000
par value $.01 per shares $73.07 $219,195,000 $64,663
share
- ---------------------- -------------- ------------------------- ------------------------- -------------------
</TABLE>
(1) The proposed maximum offering price per share and in the aggregate have
been estimated solely for the purposes of computing the registration fee.
Pursuant to Rule 457(c), the registration fee has been calculated based on
the average of the high and low prices for the Class A Ordinary Shares of
EXEL Limited on August 25, 1998, as reported on the New York Stock Exchange
Composite Tape.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 26, 1998
PROSPECTUS
3,000,000 Shares
EXEL LIMITED
Ordinary Shares
(par value $.01 per share)
-------------
EXEL Limited ("EXEL" or the "Company") intends to offer from time to time
its Class A Ordinary Shares, with the par value of $.01 per share (the "Ordinary
Shares"). In addition, certain shareholders of the Company (the "Selling
Shareholders") may from time to time offer Ordinary Shares. The Ordinary Shares
will be issued in amounts, at prices and on terms to be determined at the time
or times of sale.
For each offering of Ordinary Shares for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (each, a
"Prospectus Supplement") that will set forth the terms of offering of such
Ordinary Shares, including the number of shares offered for sale by the Company
and the Selling Shareholders, if any, and certain information with respect to
any Selling Shareholders. The Ordinary Shares may be sold by the Company or the
Selling Shareholders through underwriters or dealers, directly by the Company or
the Selling Shareholders or through agents for offering pursuant to the terms
fixed at the time of sale. See "Plan of Distribution" herein.
The Ordinary Shares are traded on the New York Stock Exchange ("NYSE")
under the NYSE symbol "XL." The last reported sales price of the Ordinary Shares
as reported by the NYSE Composite Tape on August 25, 1998 was $72 5/8 per share.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is , 1998.
--------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE
OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED
THIS OFFERING NOR HAS THE COMISSIONER PASSED UPON THE ACCURACY
OF THIS PROSPECTUS
AVAILABLE INFORMATION
EXEL is subject to certain informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act", and, in accordance
therewith, files certain reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and copies of such materials can be obtained by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. The public may obtain information
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet world wide web site that
contains reports, proxy and information statements and other information
regarding issuers, like EXEL, who file electronically with the Commission. The
address of that site is http://www.sec.gov. In addition, copies of such
materials are available for inspection and reproduction at the public reference
facilities of the Commission at its New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048; and at its Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Reports, proxy statements and other information concerning EXEL also
may be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Ordinary Shares, reference is
hereby made to the Registration Statement. Additional information with respect
to the Company may be provided in the future by means of appendices or
supplements to this Prospectus.
The Company is a Cayman Islands corporation and certain of its officers and
directors are residents of various jurisdictions outside the United States. All
or a substantial portion of the assets of such officers and directors and the
Company, at any one time, are or may be located in jurisdictions outside the
United States. Therefore, it ordinarily could be difficult for investors to
effect service of process within the United States on any of these parties who
reside outside the United States or to recover against them on judgment of
United States courts predicated upon civil liability under the United States
federal securities laws. Notwithstanding the foregoing, the Company has
irrevocably agreed that it may be served with process with respect to actions
based on offers and sales of shares made hereby in the United States by serving
CT Corporation System, 1633 Broadway, New York, New York 10019, its United
States agent appointed for that purpose. The Company has been advised by Hunter
& Hunter, its Cayman Islands counsel, that there is doubt as to whether the
courts of the Cayman Islands would enforce (i) judgments of United States courts
obtained in actions against such persons or the Company predicated upon the
civil liability provisions of the United States federal securities laws and (ii)
original actions brought in the Cayman Islands against such persons or the
Company predicated solely upon United States federal securities laws. There is
no treaty in effect between the United States and the Cayman Islands providing
for such enforcement, and there are no grounds upon which Cayman Islands courts
<PAGE>
may not enforce judgments of United States courts. Certain remedies available
under the United States federal securities laws would not be allowed in Cayman
Islands courts as contrary to that nation's public policy.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are hereby
incorporated by reference in this Prospectus:
(i) Joint Proxy Statement of EXEL Limited ("Old EXEL") and Mid Ocean
Limited ("Mid Ocean") dated July 2, 1998;
(ii) Annual Report on Form 10-K of Old EXEL for the year ended November 30,
1997, as filed February 25, 1998 and amended by its Form 10-K/A filed
on June 26, 1998 (File No. 1-10804);
(iii) Quarterly Reports on Form 10-Q of Old EXEL for the quarter ended
February 28, 1998, as filed April 14, 1998 and amended by its Form
10-Q/A filed April 21, 1998, and for the quarter ended May 31, 1998,
as filed on July 15, 1998 (File No. 1-10804);
(iv) Current Reports on Form 8-K of Old EXEL filed March 17, 1998, May 5,
1998, August 3, 1998 and August 7, 1998 (File No. 1-10804);
(v) Annual Report on Form 10-K of Mid Ocean for the year ended October 31,
1997, as filed on January 28, 1998 and amended by its Form 10-K/A
filed on June 26, 1998 (File No. 1-14336);
(vi) Quarterly Reports on Form 10-Q of Mid Ocean for the quarter ended
January 31, 1998, as filed on March 17, 1998, and for the quarter
ended April 30, 1998, as filed on June 12, 1998 and amended by its
form 10-Q/A on June 26, 1998 (File No. 1-14336);
(vii) Current Reports on Form 8-K of Mid Ocean filed March 25, 1998, May
14, 1998 and August 3, 1998 (File No. 1-14336).
All documents filed by EXEL with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference herein and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a Prospectus Supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The documents that have been incorporated by reference in this Prospectus
but not delivered with this Prospectus are available without charge upon written
or oral request from the Company Secretary, EXEL Limited, Cumberland House, 1
Victoria Street, Hamilton, Bermuda HM11, Telephone Number (441) 292-8515.
-2-
<PAGE>
THE COMPANY
EXEL is the successor in interest to, and represents the combination
effected August 7, 1998 of, Old EXEL and Mid Ocean in the schemes of arrangement
(the "Arrangements") between each of Old EXEL and Mid Ocean and their respective
shareholders. As used herein, EXEL, unless the context otherwise requires,
refers to EXEL, its predecessors and its subsidiaries. Each of Old EXEL and Mid
Ocean are wholly owned subsidiaries of EXEL. EXEL, through its operating
subsidiaries including X.L. Insurance Company, Ltd. and X.L. Mid Ocean
Reinsurance Company, Ltd. and others, provides, on a world-wide basis, excess
liability insurance coverage to industrial, commercial and other enterprises,
directors and officers of such enterprises and professional firms and high
excess property and other coverages, and is also a leading provider of
reinsurance on a global basis. Its executive offices are located at Cumberland
House, 1 Victoria Street, Hamilton HM11, Bermuda and its telephone number is
(441) 292-8515.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Company intends to use the net proceeds from the sale of Ordinary Shares for
general corporate purposes, including strategic investments and acquisitions and
the financing thereof. EXEL has made strategic investments and various
acquisitions of other businesses during the past several years. As part of its
operations, EXEL regularly evaluates the potential acquisition of, and holds
discussions with, various insurance institutions and other businesses as
opportunities arise.
The Company will not receive any of the proceeds from the sale of Ordinary
Shares by any Selling Shareholders.
PRICE RANGE OF ORDINARY SHARES
The Ordinary Shares of EXEL (and its predecessor, Old EXEL) have been
traded on the NYSE under the symbol "XL". The following table sets forth the
reported high and low closing sale prices for such shares for the periods
indicated.
Price
----------------------
High Low
----------------------
FISCAL YEAR 1996 (1)
First Quarter............................... $35.938 $29.813
Second Quarter.............................. 36.375 34.125
Third Quarter............................... 36.688 33.063
Fourth Quarter.............................. 40.125 31.875
FISCAL YEAR 1997 (1)
First Quarter............................... 45.000 36.500
Second Quarter.............................. 44.500 39.000
Third Quarter............................... 57.500 44.500
Fourth Quarter.............................. 64.000 55.063
FISCAL YEAR 1998 (1)
First Quarter............................... 66.688 59.063
Second Quarter.............................. 80.125 66.938
Third Quarter (Through August 25, 1998) (2). 84.000 72.250
(1) The fiscal year of EXEL ends on November 30 of each year.
(2) Pursuant to the Arrangements, on August 7, 1998, Ordinary Shares of EXEL
were exchanged for ordinary shares of Old EXEL and Mid Ocean on a 1 for 1
and 1 for 1.0215 basis, respectively.
-3-
<PAGE>
The last reported sale price for Ordinary Shares on the NYSE on August 25,
1998 was $72 5/8 per share.
SELLING SHAREHOLDERS
Some or all of the Ordinary Shares being offered pursuant to this
Prospectus may be offered by certain Selling Shareholders. Identification of any
such Selling Shareholders will be made in the applicable Prospectus Supplement.
PLAN OF DISTRIBUTION
The Company or the Selling Shareholders, if any, may sell Ordinary Shares
in any of three ways: (i) directly to one or more purchasers; (ii) through
agents; or (iii) through underwriters or dealers. The Prospectus Supplement
relating to each offering of Ordinary Shares will set forth the terms of the
offering of such Ordinary Shares, including the name or names of any such
agents, underwriters or dealers, the purchase price of such Ordinary Shares and
the net proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, the initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers,
as well as the number of Ordinary shares offered for sale by the Company or the
Selling shareholders, if any, and certain information with respect to any
Selling Shareholders. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
If underwriters are used in any sale of Ordinary Shares, such Ordinary
Shares will be acquired by such underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Such Ordinary Shares may be offered to the public either
through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Unless otherwise set forth in the Prospectus
Supplement relating to a sale of Ordinary Shares, the obligations of any
underwriter or underwriters to purchase such Ordinary Shares will be subject to
certain conditions precedent and such underwriter or underwriters will be
obligated to purchase all of such Ordinary Shares if any shares are purchased,
except that, in certain cases involving a default by one or more underwriters,
less than all of such Ordinary Shares may be purchased. Only underwriters named
in a Prospectus Supplement are deemed to be underwriters in connection with the
Ordinary Shares offered thereby.
If underwriters are used in any sale of Ordinary Shares, the purchase
agreement in connection with such sale may provide for an option on the part of
the underwriters to purchase additional shares of such Ordinary Shares within
thirty days of the execution of such purchase agreement, which option may be
exercised solely to cover overallotments. Any such overallotment option will be
disclosed in the Prospectus Supplement in connection with the Ordinary Shares
offered thereby.
If an agent of the Company or the Selling Shareholders is used in any sale
of Ordinary Shares, such agent will be named and any commission payable by the
Company or the Selling Shareholders to such agent will be set forth in the
Prospectus Supplement relating to such Ordinary Shares. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
effort basis for the period of its appointment.
The Ordinary Shares offered hereby will be listed on the New York Stock
Exchange.
-4-
<PAGE>
Any underwriters, dealers or agents participating in the distribution of
the Securities may be deemed to be underwriters, and any discount or commissions
received by them on the sale or resale of Securities may be deemed to be
underwriting discounts and commissions, under the Securities Act of 1933, as
amended (the "Securities Act"). Agents, underwriters and dealers may be entitled
under agreements entered into with the Company or the Selling Shareholders to
indemnification by the Company against certain liabilities, including
Liabilities under the Securities Act. Agents and underwriters may be customers
of, engaged in transactions with, or perform services for, the Company, the
Selling Shareholders or their respective affiliates in the ordinary course of
business.
LEGAL OPINIONS
Certain legal matters in connection with the shares of Ordinary Shares
offered hereby are being passed upon for the Company by Hunter & Hunter, Cayman
Islands, British West Indies.
EXPERTS
The consolidated balance sheets as of November 30, 1997 and 1996 and the
consolidated statements of income, retained earnings and cash flows for each of
the three years in the period ended November 30, 1997, as well as the related
supplemental schedules, of Old EXEL incorporated by reference in this Prospectus
have been incorporated herein in reliance on the report of
PricewaterhouseCoopers, independent accountants, given on the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements and related supplemental schedules of
Mid Ocean incorporated in this Prospectus by reference to the Mid Ocean Annual
Report on Form 10-K (as amended by Form 10-K/A filed June 26, 1998) for the year
ended October 31, 1997, have been so incorporated in reliance on the report of
KPMG Peat Marwick, independent accountants, given on the authority of said firm
as experts in accounting and auditing.
-5-
<PAGE>
========================================= ==================================
No person has been authorized to EXEL LIMITED
give any information or to make any
representation not contained in
this Prospectus and, if given or
made, such information or
representation must not be relied
upon as having been authorized by 3,000,000
the Company or the Selling ORDINARY SHARES
Stockholders. This Prospectus does (par value $.01 per share)
not constitute an offer to sell or
a solicitation of an offer to buy
any securities other than the
securities offered hereby or any of
the securities offered hereby in
any jurisdiction to any person to
whom it is unlawful to make such
offer in such jurisdiction. Neither
the delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create any
implication that there has been no
change in the affairs of the
Company since the date hereof.
----------------- ---------------
TABLE OF CONTENTS PROSPECTUS
----------------- ---------------
Page
Available Information............... 1
Incorporation of Certain
Documents by Reference........ 2
The Company......................... 3
Use of Proceeds..................... 3
Price Range of Ordinary Shares ..... 3
Selling Shareholders................ 4
Plan of Distribution................ 4
Legal Opinions...................... 5
Experts............................. 5 Dated: , 1998
========================================= ==================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, incurred in connection with the sale of
Ordinary Shares being registered (all amounts are estimated (on the assumption
that all shares will be sold in a single transaction), except the SEC
registration fee). The Company will bear all expenses incurred in connection
with the sale of the Ordinary Shares being registered hereby.
SEC registration fee............................ $64,663
Printing and engraving expenses................. 10,000
Legal fees and expenses......................... 40,000
Accounting fees and expenses.................... 10,000
Blue Sky fees and expenses...................... 5,000
Transfer agent fees............................. 10,000
Miscellaneous................................... 25,000
=================
Total.................................. $164,663
=================
Item 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article 109 of the Company's Articles of Association, incorporated by
reference to Exhibit G to the Joint Proxy Statement, contains provisions with
respect to indemnification of the directors and officers of the Company. The
general effect of these provisions is to provide for the indemnity by the
Company of an officer, director, employee or agent of the Company for
threatened, pending or completed actions, suits or proceedings (other than an
action by or in the right of the Company) brought against such indemnified
person by reason of the fact that such person was an officer, director, employee
or agent of the Company, if such indemnified person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
The Articles of Association also provide for the indemnification of such
person against expenses actually and reasonably incurred in connection with
suits brought by or in the right of the Company by reason of the fact that such
indemnified person is an officer, director, employee or agent of the Company if
such indemnified person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company; provided
that no such indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for willful
neglect or default in the performance of his duty to the Company unless and only
to the extent that the Grand Court of the Cayman Islands or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Grand Court or other such court shall deem proper.
To the extent that such indemnified person shall be successful on the
merits or otherwise in defense of any such action, suit or proceeding, or in
defense of any claim, issue or matter therein, he shall be in-
<PAGE>
demnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Directors and officers of the Company are also provided with
indemnification against certain liabilities pursuant to a directors and officers
liability insurance policy.
Item 16. EXHIBITS.
Reference is made to the Exhibit Index filed as a part of this Registration
Statement.
Item 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
provided, however, that paragraphs 1(a) and 1(b) do not apply if the
information required to be included in such post-effective amendment is
contained in a periodic report filed by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act and incorporated herein by reference.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. That, for purposes of determining any liability under the Securities Act,
each filing of an annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Regis-
II-2
<PAGE>
tration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
undersigned pursuant to the provisions described under Item 15 above, or
otherwise, the undersigned have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the undersigned of expenses incurred or paid by
a director, officer or controlling person of the undersigned in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the undersigned will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton and Country of Bermuda, on August 26, 1998.
EXEL LIMITED
By: /s/ Brian M. O'Hara
-----------------------
Name: Brian M. O'Hara
Title: President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Brian M. O'Hara * President, Chief Executive Officer and August 26, 1998
- ------------------------------- Director (Principal Executive Officer)
Name: Brian M. O'Hara
/s/ Robert R. Lusardi * Executive Vice President and Chief Financial August 26, 1998
- ------------------------------- Officer (Principal Financial Officer and
Name: Robert R. Lusardi Principal Accounting Officer)
/s/ Michael P. Esposito, Jr. * Chairman and Director August 26, 1998
- -------------------------------
Name: Michael P. Esposito, Jr.
/s/ Michael A. Butt * Director August 26, 1998
- -------------------------------
Name: Michael A. Butt
/s/ Robert Clements * Director August 26, 1998
- -------------------------------
Name: Robert Clements
/s/ Sir Brian Corby * Director August 26, 1998
- -------------------------------
Name: Sir Brian Corby
/s/ Robert R. Glauber * Director August 26, 1998
- -------------------------------
Name: Robert R. Glauber
Director August , 1998
- -------------------------------
Name: Gilbert Gould
/s/ Robert V. Hatcher, Jr.* Director August 26, 1998
- -------------------------------
Name: Robert V. Hatcher, Jr.
II-4
<PAGE>
Director August , 1998
- -------------------------------
Name: Ian R. Heap
/s/ Paul Jeanbart * Director August 26, 1998
- -------------------------------
Name: Paul Jeanbart
/s/ John Loudon * Director August 26, 1998
- -------------------------------
Name: John Loudon
/s/ Robert J. Newhouse, Jr. * Director August 26, 1998
- -------------------------------
Name: Robert J. Newhouse, Jr.
Director August , 1998
- -------------------------------
Name: Robert S. Parker
/s/ Cyril Rance * Director August 26, 1998
- -------------------------------
Name: Cyril Rance
/s/ Alan Z. Senter * Director August 26, 1998
- -------------------------------
Name: Alan Z. Senter
/s/ John T. Thornton * Director August 26, 1998
- -------------------------------
Name: John T. Thornton
/s/ Ellen E. Thrower * Director August 26, 1998
- -------------------------------
Name: Ellen E. Thrower
/s/ John Weiser * Director August 26, 1998
- -------------------------------
Name: John Weiser
/s/ Paul S. Giordano Senior Vice President and General Counsel August 26, 1998
- -------------------------------
Name: Paul S. Giordano
</TABLE>
*By: /s/ Paul S. Giordano
---------------------
Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
1 Form of Underwriting Agreement. (1)
4(a) Memorandum of Association of the Registrant (incorporated by
reference to Annex G to the Joint Proxy Statement).
4(b) Articles of Association (incorporated by reference to Annex
G to the Joint Proxy Statement).
5 Opinion of Hunter & Hunter.
23(a) Consent of PricewaterhouseCoopers.
23(b) Consent of KPMG Peat Marwick.
23(c) Consent of Hunter & Hunter (included in Exhibit 5).
24 Powers of Attorney.
99(a) Appointment of CT Corporation System as U.S. agent for
Service of Process, incorporated by reference to the
Company's Form F-N filed with the Commission on August 26,
1998.
- --------------------
(1) To be filed by amendment or incorporated by reference herein.
II-6
Exhibit 5
---------
HUNTER & HUNTER
The Huntlaw Building
P.O. Box 190 GT
Grand Cayman
Cayman Islands
26 August, 1998
TO: EXEL Limited
Cumberland House
One Victoria Street
P.O. Box HM 2245
Hamilton HM JX
Bermuda
Dear Sirs:
EXEL Limited (formerly Exel Merger Company Ltd.) (the "Company") - Form S-3
Registration Statement
You have asked us to render this opinion in our capacity as your Counsel as to
Cayman Islands law in connection with the registration pursuant to a
Registration Statement on Form S-3 ("the Registration Statement") under the
Securities Act of 1933, as Amended ("the Act") of 3,000,000 of the Company's
Class A Ordinary Shares, par value US$.01 per share ("the Ordinary Shares").
We have reviewed the Company's Memorandum and Articles of Association as issued
by or filed with the Registrar of Companies prior to the date hereof. We have
assumed without independent verification the genuiness of all signatures,
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us by telefax or as
copies or conformed copies. We have relied upon the accuracy of a certificate of
an officer of the Company dated 7th August, 1998 in giving this opinion further
verification.
We assume that all subscription monies due in respect of shares issued by the
Company have been or will be duly received by the Company.
On the basis of the foregoing, we would advise as follows:
1. The Company's authorised capital is US$9,990,000 divided into
999,990,000 Ordinary Shares of a par value of US$0.01 each.
2. The Company has sufficient authorized share capital to issue the
Ordinary Shares and the issue thereof is within the power of the
Company's Board of Directors. Assuming the Registration Statement has
been declared effective and the Board of Directors has adopted the
appropriate resolutions, the Ordinary Shares to be issued pursuant to
the Registration Statement will be legally and validly issued.
3. On the basis that the contractual subscription price (being not less
than the par value) of the Ordinary Shares is fully paid in cash or
satisfied by other consideration approved by the Board of Di-
<PAGE>
rectors of the Company or a duly established Committee thereof, such
Ordinary Shares issued or to be issued may properly be credited as
fully paid under Cayman Islands Law.
4. Fully paid shares are not subject to further calls or assessments by
the Company in respect of such shares.
5. The Company has been incorporated as an exempted company under the
Companies Law of the Cayman Islands and under the Memorandum of
Association of the Company, the liability of its shareholders is
limited to the amount, if any, unpaid on their shares. On the basis
that all such shares are fully paid, there is no rule of Cayman
Islands law that would impose any further liability on person holding
shares in the Company solely by reason of such shareholding.
We are practising in the Cayman Islands and we do not purport to be experts on
the laws of any other jurisdiction and we have made no investigation of, or
express any opinion as to the laws of any jurisdiction other than the Cayman
Islands. This opinion is based upon the laws of the Cayman Islands and the
Memorandum and Articles of the Company in effect at the date hereof and is given
only as to the circumstances existing on the date hereof and known to us.
This opinion is intended solely for your benefit and may not be relied upon by
any person although we hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
headings "Legal Opinions" and "Available Information".
Yours faithfully,
HUNTER & HUNTER
per: /s/ G.K. Joblin
---------------
G.K. Joblin
II-2
Exhibit 23(a)
-------------
August 26, 1998
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
of EXEL Limited on Form S-3 of our report dated January 11, 1998 on our audits
of the financial statements and financial statement schedules of EXEL Limited,
as of November 30, 1997 and 1996 and for the years ended November 30, 1997, 1996
and 1995, which report is included in its Annual Report on Form 10-K for the
year ended November 30, 1997(as amended by the Form 10K/A filed June 26, 1998),
filed with the Securities and Exchange Commission. We also consent to the
reference to our firm under the caption "EXPERTS".
/s/ PRICEWATERHOUSECOOPERS
Hamilton, Bermuda
Exhibit 23(b)
-------------
The Board of Directors
Mid Ocean Limited
We consent to incorporation by reference in the registration statement on
Form S-3 of EXEL Limited of our report dated November 21, 1997 relating to the
consolidated balance sheets of Mid Ocean Limited and subsidiaries as of October
31, 1997 and 1996 and the related consolidated statements of earnings, retained
earnings, and cash flows for each of the years in the three-year period ended
October 31, 1997 and all related schedules, which report appears in the October
31, 1997 annual report on Form 10-K (as amended by Form 10-K/A filed June 26,
1998) of Mid Ocean Limited, and to the reference to our firm under the heading
"EXPERTS".
Hamilton, Bermuda
August 25, 1998
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Brian M. O'Hara
----------------------------
Brian M. O'Hara
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 13, 1998
/s/ Michael P. Esposito, Jr.
----------------------------
Michael P. Esposito, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 17, 1998
/s/ Robert R. Lusardi
----------------------------
Robert R. Lusardi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ John Loudon
----------------------------
John Loudon
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Cyril Rance
----------------------------
Cyril Rance
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 16, 1998
/s/ Alan Z. Senter
----------------------------
Alan Z. Senter
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Ellen E. Thrower
----------------------------
Ellen E. Thrower
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 16, 1998
/s/ John Weiser
----------------------------
John Weiser
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Robert V. Hatcher, Jr.
----------------------------
Robert V. Hatcher, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Michael A. Butt
----------------------------
Michael A. Butt
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated:
----------------------------
Robert J. Newhouse, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 19, 1998
/s/ Sir Brian Corby
----------------------------
Sir Brian Corby
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 18, 1998
/s/ Robert R. Glauber
----------------------------
Robert R. Glauber
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 17, 1998
/s/ Paul Jeanbart
----------------------------
Paul Jeanbart
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 17, 1998
/s/ Robert J. Newhouse
----------------------------
Robert J. Newhouse
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 25, 1998
/s/ John T. Thornton
----------------------------
John T. Thornton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned does hereby constitute
and appoint Brian M. O'Hara, Paul S. Giordano and Robert R. Lusardi, and each of
them acting singly, a true and lawful attorney in his name, place, and stead, in
any and all capacities, to sign his name to the Registration Statement of EXEL
Limited, a Cayman Islands company, on Form S-3 under the Securities Act of 1933,
as amended, and to any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present, and the undersigned
hereby ratifies and confirms all that said attorneys or any one of them shall
lawfully do or cause to be done by virtue hereof.
Dated: August 25, 1998
/s/ Robert Clements
----------------------------
Robert Clements
