Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of XL Capital Ltd (the "Company") in their respective capacities set
forth below constitutes and appoints Brian M. O'Hara and Paul S. Giordano as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to do any and all acts and all things and
to execute any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder in connection with the
registration under such Act of shares of Class A Ordinary Shares, par value US
$0.01 per share (together with related Preferred Share Purchase Rights which are
exercisable under certain circumstances) ("Ordinary Shares") issuable to
employees pursuant to the Company's 1991 Performance Incentive Program and 1999
Performance Incentive Program to the extent that any such registration may be
required in the opinion of the executive officers of the Company, upon the
advice of counsel, including without limitation, the power and authority to sign
the name of the undersigned individual in the capacity indicated below opposite
the name of such individual to the Registration Statement on Form S-8 or any
Form relating to the registration of such Ordinary Shares, to be filed with the
Securities and Exchange Commission with respect to said Ordinary Shares, to sign
any and all amendments (including post-effective amendments) and supplements to
such Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Brian M. O'Hara President, Chief Executive Officer and July 22, 2000
--------------------------------- Director
Name: Brian M. O'Hara
/s/ Robert R. Lusardi Executive Vice President and Chief Financial July 22, 2000
--------------------------------- Officer
Name: Robert R. Lusardi
/s/ Michael P. Esposito, Jr. Chairman of the Board of Directors July 22, 2000
------------------------------------
Name: Michael P. Esposito, Jr.
/s/ Ronald L. Bornhuetter Director July 22, 2000
---------------------------------
Name: Ronald L. Bornhuetter
/s/ Michael A. Butt Director July 22, 2000
---------------------------------
Name: Michael A. Butt
/s/ Robert Clements Director July 22, 2000
---------------------------------
Name: Robert Clements
/s/ Sir Brian Corby Director July 22, 2000
---------------------------------
Name: Sir Brian Corby
<PAGE>
/s/ Robert R. Glauber Director July 22, 2000
---------------------------------
Name: Robert R. Glauber
/s/ Ian R. Heap Director July 22, 2000
---------------------------------
Name: Ian R. Heap
/s/ Paul Jeanbart Director July 22, 2000
---------------------------------
Name: Paul Jeanbart
/s/ John Loudon Director July 22, 2000
---------------------------------
Name: John Loudon
/s/ Daniel J. McNamara Director July 22, 2000
---------------------------------
Name: Daniel J. McNamara
/s/ Robert S. Parker Director July 22, 2000
---------------------------------
Name: Robert S. Parker
/s/ Cyril Rance Director July 22, 2000
---------------------------------
Name: Cyril Rance
/s/ Alan Z. Senter Director July 22, 2000
---------------------------------
Name: Alan Z. Senter
/s/ John T. Thornton Director July 22, 2000
---------------------------------
Name: John T. Thornton
/s/ Ellen E. Thrower Director July 22, 2000
---------------------------------
Name: Ellen E. Thrower
/s/ John Weiser Director July 22, 2000
---------------------------------
Name: John Weiser
</TABLE>
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