8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2013

XL GROUP

Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland	1-10804		98-0665416
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
XL House, 8 St. Stephen's Green, Dublin, Ireland		2
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:+353 (1) 400-5500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2013, XLIT Ltd. ("XL-Cayman"), a wholly-owned subsidiary of XL Group plc ("XL"), completed the sale of $300 million aggregate principal amount of its 2.30% senior notes due 2018 (the "2018 Notes") and $300 million aggregate principal amount of its 5.25% senior notes due 2043 (the "2043 Notes" and, together with the 2018 Notes, the "Senior Notes") at the issue price of 99.690% and 99.770% of the principal amount, respectively. The Senior Notes are fully and unconditionally guaranteed by XL. XL-Cayman received net proceeds of approximately $594 million from the offering.

The Senior Notes were sold pursuant to an underwriting agreement (the "Underwriting Agreement") dated November 18, 2013 among XL, XL-Cayman and Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The Underwriting Agreement contains customary representations, warranties and agreements of XL-Cayman and XL, conditions to the closing, indemnification rights and obligations of the parties and termination provisions. The Senior Notes were issued pursuant to an Indenture, which XL-Cayman, as Issuer, and XL, as Guarantor, entered into with Wells Fargo Bank, National Association, as Trustee, on September 30, 2011 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, which XL-Cayman and XL entered into with Wells Fargo Bank, National Association, as Trustee, on November 21, 2013 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The 2018 Notes bear interest at a rate of 2.30% per annum, payable semiannually, beginning on June 15, 2014 and mature on December 15, 2018. The 2043 Notes bear interest at a rate of 5.25% per annum, payable semiannually, beginning on June 15, 2014 and mature on December 15, 2043. Upon the occurrence of an Event of Default (as defined in the Indenture), all unpaid principal of and accrued interest and additional amounts, if any, on the applicable series of Senior Notes then outstanding will become due and payable immediately without any declaration or other act on the part of the trustee or the holders of any Senior Notes. XL-Cayman may redeem either series of Senior Notes, in whole or part, from time to time pursuant to the terms of the Indenture.

The Senior Notes were offered and sold under XL’s automatic shelf registration statement, as defined in Rule 405 of the Securities Act of 1933, as amended, on Form S-3 ASR (File Number 333-177869), originally filed with the U.S. Securities and Exchange Commission on November 9, 2011, as supplemented by the preliminary and final prospectus supplements dated November 18, 2013.

The foregoing descriptions of the Underwriting Agreement, the Senior Notes and the Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Senior Notes and the Indenture, each of which is filed as an exhibit hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description
1.1	Underwriting Agreement, dated November 18, 2013, among XL Group plc, XLIT Ltd. and Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein.
4.1	Second Supplemental Indenture, dated November 21, 2013, to the Indenture dated September 30, 2011 among XL Group plc, XL Group Ltd. (n/k/a XLIT Ltd.) and Wells Fargo Bank, National Association, as Trustee.
4.2	Form of 2.30% Senior Note due 2018, incorporated by reference to exhibit 4.1 hereto.
4.3	Form of 5.25% Senior Note due 2043, incorporated by reference to exhibit 4.1 hereto.
5.1	Opinion of Morgan, Lewis & Bockius LLP.
5.2	Opinion of Maples and Calder.
5.3	Opinion of A&L Goodbody.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:     November 21, 2013

XL Group plc

(Registrant)

By: /s/ Kirstin Gould    

Name: Kirstin Gould    

Title: General Counsel and Secretary

EX-1.1

Exhibit 1.1

XLIT Ltd.
Senior Notes

Guaranteed by
XL Group plc

Underwriting Agreement

November 18, 2013

Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019

Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005

J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179

as Representatives of the several
Underwriters named in Schedule I hereto (the “Representatives”)

Ladies and Gentlemen:

XLIT Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $300 million principal amount of 2.30% Senior Notes due 2018 (the “2018 Notes”) and an aggregate of $300 million principal amount of 5.25% Senior Notes due 2043 (the “2043 Notes” and, together with the 2018 Notes, the “Notes”). Payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) on an unsecured and unsubordinated basis by the Company’s parent company, XL Group plc, an Irish public limited company (the “Guarantor”).

The Securities are being issued under an Indenture dated as of September 30, 2011 (the “Base Indenture”), among the Company, the Guarantor and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture thereto, to be dated as of November 21, 2013 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor and the Trustee.

1.The Company and the Guarantor represent and warrant to, and agree with, each of the Underwriters that:

(a)An “automatic shelf registration statement” as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-177869) in respect of the Securities was filed with the U.S. Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company or the Guarantor (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding any Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the respective prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Guarantor filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);

(b)No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a

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material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein;

(c)For the purposes of this Agreement, the “Applicable Time” is 3:30 p.m. (Eastern time) on the date of this Agreement; the Pricing Prospectus as supplemented by the final term sheet in the form attached as Schedule III hereto and to be prepared and filed pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein;

(d)The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II hereto;

(e)The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required

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to be stated therein or necessary to make the statements in the Registration Statement not misleading and the statements in the Prospectus in the light of the circumstances under which they were made not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein;

(f)Neither the Guarantor nor any of its Significant Subsidiaries (as defined below) has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, which loss or interference would have a Material Adverse Effect (as defined below), or would reasonably be expected to have a prospective Material Adverse Effect; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any change in the capital stock (other than changes resulting from the exercise of stock options or the conversions of warrants or capital stock which were outstanding as of such date, or from the exercise of options granted after such date in the ordinary course of business or from repurchases of capital stock) or long-term debt of the Guarantor or any of its Significant Subsidiaries or any material adverse change, or any development that would reasonably be expected to involve a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ or stockholders’ equity or results of operations of the Guarantor and its Significant Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus;

(g)The Guarantor has been duly incorporated and is validly existing as a public limited company under the laws of Ireland and no steps have been taken or are being taken to appoint a receiver, examiner or liquidator over it or to wind it up. The Company has been duly incorporated and is validly existing as an exempted company with limited liability, in good standing under the laws of the Cayman Islands. Each of the Company and the Guarantor has full corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus and to enter into and perform its obligations under this Agreement and the Notes and to consummate the transactions contemplated by this Agreement and the Notes and each has been duly qualified as a foreign company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where such failure to be so qualified in any such jurisdiction or to have any such power or authority would not have a material adverse effect on the current or future condition (financial or other), business, properties or results of operations of the Guarantor and its Subsidiaries taken as a whole or on the transactions contemplated by this Agreement (a “Material Adverse Effect”); and each other Significant Subsidiary of the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation;

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(h)The Guarantor had, on September 30, 2013, an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description thereof contained in the Pricing Disclosure Package and the Prospectus;

(i)The Notes have been duly and validly authorized and when authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters, the Notes will have been duly and validly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and remedies and to general equity principles, and will be entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by each of the Company and the Guarantor, and at the Time of Delivery, will be duly executed and delivered by each of the Company and the Guarantor and will constitute a valid and legally binding agreement of the Company and the Guarantor, enforceable against each of the Company and the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and remedies and to general equity principles; the Indenture has been duly qualified under the Trust Indenture Act; and the Securities and the Indenture will conform to the description thereof contained in the Pricing Disclosure Package and the Prospectus with respect to the Securities and Indenture; the Base Indenture is incorporated by reference into the Prospectus from Exhibit 4.1 to the Form 8-K filed on September 30, 2011;

(j)This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor;

(k)The issue and sale of the Securities, the execution and delivery of this Agreement and the Indenture and the compliance by the Company and the Guarantor with all of the provisions of this Agreement, the Indenture and the Notes and the consummation by each of the Company and the Guarantor of the transactions contemplated herein and therein and in the Pricing Prospectus and the Prospectus will not conflict with or result in a breach or violation of any of the terms or provisions of or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Guarantor or any of its Significant Subsidiaries is a party or by which the Guarantor or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Guarantor or any of its Significant Subsidiaries is subject, nor will such action result in any violation of the provisions of the Articles of Association or the Memorandum of Association (or similar organizational documents) of the Guarantor or any of its Significant Subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body (a “Governmental Agency”) having jurisdiction over the Guarantor or any of its Significant Subsidiaries or any of its respective properties, or any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the New York Stock Exchange) (a “Non-Governmental Authority”), except in each case (other than with respect to such Articles of Association or Memorandum

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of Association (or similar organizational documents)) of the Guarantor, for such conflicts, violations, breaches or defaults which would not result in a Material Adverse Effect;

(l)No consent, approval, authorization, order, filing, registration or qualification of or with any Governmental Agency or Non-Governmental Authority is required for the issue and sale by the Company and Guarantor of the Securities or the consummation by each of the Company and the Guarantor of the transactions contemplated by this Agreement, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;

(m)All of the issued share capital of each Significant Subsidiary of the Guarantor that is a corporation has been duly and validly authorized and issued, is fully paid and non-assessable and (except for directors’ qualifying shares) is owned directly or indirectly by the Guarantor, free and clear of all liens, encumbrances, equities or claims (for purposes of this Agreement, (A) “Subsidiary” means, as applied to any person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of greater than 50% of the outstanding Voting Shares of such person is, at any time, directly or indirectly, owned by such person and/or one or more subsidiaries of such person, (B) “Significant Subsidiary” shall have the meaning of “significant subsidiary” as set forth in Regulation S-X under the Act; (C) for purposes of the definition of “Subsidiary,” “Voting Shares” means, with respect to any corporation, the capital stock having the general voting power under ordinary circumstances to elect at least a majority of the board of directors (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency));

(n)Prior to the date hereof, neither the Company or the Guarantor, nor to the Company’s or the Guarantor’s knowledge, respectively, have any of their affiliates taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company or the Guarantor in connection with the offering of the Securities in violation of the Exchange Act;

(o)Other than as set forth or incorporated by reference in the Pricing Prospectus prior to the date hereof, or as encountered in the ordinary course of business in the Guarantor’s or any of its Significant Subsidiaries’ claims activities, there are no legal or governmental actions, suits or proceedings pending to which the Guarantor or any of its Significant Subsidiaries is a party or of which any property of the Guarantor or any of its Significant Subsidiaries is the subject, which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and, to the best of the Guarantor’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(p)The financial statements of the Guarantor and its consolidated Subsidiaries incorporated by reference in the Pricing Prospectus and the Prospectus present fairly the financial position of the Guarantor and its consolidated Subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and except as otherwise disclosed in the Pricing Prospectus, such

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financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto;

(q)Each of the Guarantor and its Significant Subsidiaries possess adequate certificates, authorities, licenses or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any written notice of proceedings relating to the revocation or modification of any such certificate, authority, license or permit that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(r)Neither the Guarantor nor any of its Significant Subsidiaries is in violation of its Articles of Association or Memorandum of Association (or similar organizational documents) or is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for such defaults which would not result in a Material Adverse Effect;

(s)The statements set forth in the Pricing Disclosure Package and the Prospectus under the captions “Debt Securities and Guarantees” and “Description of the Senior Notes and the Guarantees,” insofar as they purport to constitute a summary of the terms of the Securities and the other transaction documents described therein, and the statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Tax Considerations,” insofar as they purport to describe the provisions of the laws referred to therein, are accurate, complete and fair in all material respects;

(t)Neither the Company nor the Guarantor is and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will be an “investment company,” as such term is defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”);

(u)PricewaterhouseCoopers LLP, which has audited the consolidated financial statements of the Guarantor and its subsidiaries and has audited the Guarantor’s internal control over financial reporting, is an independent registered public accounting firm with respect to the Guarantor and its subsidiaries as required by the Act and the rules and regulations of the Commission thereunder and the Public Company Accounting Oversight Board (United States);

(v)No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Underwriters to the Cayman Islands or to Ireland or any political subdivision or taxing authority thereof or therein in connection with (A) the issuance, sale and delivery by the Company and the Guarantor to or for the respective accounts of the Underwriters of the Securities, or (B) the sale or delivery outside the Cayman Islands and Ireland by the Underwriters of the Securities to the initial purchasers thereof, other than as described in the opinions of

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Maples and Calder as to the Cayman Islands and Matheson as to Ireland, delivered pursuant to Sections 8(d) and 8(g) of this Agreement;

(w)(A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, each of the Company and the Guarantor was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company, the Guarantor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, neither the Company nor the Guarantor was an “ineligible issuer” as defined in Rule 405 under ^-the Act;

(x)The Guarantor and its Subsidiaries maintain a system of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act). The Guarantor’s and its Subsidiaries’ internal control over financial reporting is effective and the Guarantor and its Subsidiaries are not aware of any material weaknesses in the Guarantor’s internal control over financial reporting;

(y)The Guarantor maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective.

(z)None of the Guarantor or any of its Subsidiaries, or to the knowledge of the Guarantor, any director, officer, agent, employee, affiliate or other person acting on behalf of the Guarantor or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, except for any violations that would not have a Material Adverse Effect or a material adverse effect on the offering and sale of the Securities, and the Guarantor and, to the knowledge of the Guarantor, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

(aa)The operations of the Guarantor and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money

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Laundering Laws”), except for any violations that would not have a Material Adverse Effect or a material adverse effect on the offering and sale of the Securities, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Guarantor or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Guarantor, threatened; and

(bb)None of the Guarantor or any of its Subsidiaries, or to the knowledge of the Guarantor, any director, officer, agent, employee, affiliate or person acting on behalf of the Guarantor or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (“Sanctions”); and the Guarantor and its Subsidiaries will not directly or indirectly use the proceeds of the offering contemplated hereby, or (i) lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as an underwriter, advisor, investor or otherwise) of Sanctions.

2.Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of (i) 99.090% of the principal amount thereof, the aggregate principal amount of the 2018 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (ii) 98.895% of the principal amount thereof, the aggregate principal amount of the 2043 Notes set forth opposite the name of such Underwriter in Schedule I hereto.

3.Upon the authorization by the Representatives of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

4.The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Representatives, for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least twenty-four hours in advance, by causing DTC to credit the Securities to the account of the Representatives at DTC. The Company will, upon request by the Representatives, cause the certificates representing the Securities to be made available to the Representatives for checking at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Securities, 9:00 a.m., New York City time, on November 21, 2013 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Securities is herein called the “Time of Delivery.”

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The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(n) hereof, will be delivered at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 (the “Closing Location”), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.

5.The Company and the Guarantor jointly and severally agree with each of the Underwriters:

(a)To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the Time of Delivery which shall be disapproved by the Representatives promptly after reasonable notice thereof; to advise you, promptly after they receive notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to prepare a final term sheet containing a description of the Securities, in the form attached hereto as Schedule III and approved by the Representatives, and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company or the Guarantor with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Securities; to advise the Representatives, promptly after they receive notice thereof, of the issuance by the Commission prior to the completion of the distribution of the Securities contemplated by this Agreement (the date of which shall be confirmed to the Company by the Representatives) of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission prior to the completion of the distribution of the Securities contemplated by this Agreement for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of the issuance of any such notice of objection, promptly to amend the Registration Statement in such manner as may be required to permit offers and sales of the Securities;

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(b)If required by Rule 430B(h) under the Act in connection with the offering of the Securities contemplated by this Agreement, to prepare a form of prospectus in a form approved by the Representatives and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by the Representatives promptly after reasonable notice thereof;

(c)Promptly from time to time, to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith neither the Company nor the Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(d)If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company and the Guarantor will file, if they have not already done so and are eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If at the Renewal Deadline the Company and the Guarantor are no longer eligible to file an automatic shelf registration statement and the distribution of the Securities contemplated by this Agreement has not yet been completed, the Company and the Guarantor will, if they have not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives and will use their best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company and the Guarantor will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be;

(e)Prior to 3:00 p.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon the Representatives’ request to file such document and to prepare and furnish without charge to each

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Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act; the Representatives will inform the Company and the Guarantor when the Underwriters’ obligation to deliver a prospectus has expired;

(f)To make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Guarantor and its Subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Guarantor, Rule 158);

(g)For a period of 30 days after the date of the initial public offering of the Securities, the Company and the Guarantor will not offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any debt securities of the Company or the Guarantor, as the case may be, that mature more than one year after such Time of Delivery and are substantially similar to the Securities, without the prior written consent of the Representatives, other than the Securities to be sold hereunder;

(h)To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;

(i)To take all reasonable actions necessary, including engaging advisers to act on behalf of the Company, to enable Moody’s Investors Service, Standard & Poor’s Ratings Service, Fitch, Inc. and A.M. Best Company to provide at the Time of Delivery their respective credit ratings of the Securities;

(j)The Company will use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus and Prospectus under the caption “Use of Proceeds”; and

(k)Upon request of any Underwriter, the Guarantor will furnish, or cause to be furnished, to such Underwriter an electronic version of its corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Securities (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

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6.(a)(i) The Company and the Guarantor jointly and severally represent and agree that, other than the final term sheet in the form attached as Schedule III hereto and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, other than one or more term sheets relating to the Securities containing customary information and conveyed to the purchasers of the Securities, without the prior consent of the Company, the Guarantor and the Representatives (as to both form and content), they have not made and will not make any offer relating to the Securities that would constitute a free writing prospectus; and (iii) the Company and the Guarantor jointly and severally represent and agree that, any such free writing prospectus, the use and content of which have been consented to by the Company, the Guarantor and the Representatives (including the final term sheet in the form attached as Schedule III hereto and filed pursuant to Section 5(a) hereof) is listed on Schedule II hereto;

(b)The Company and the Guarantor have complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(c)The Company and the Guarantor jointly and severally agree that, if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not misleading, they will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein.

7.Subject to the last sentence of this Section 7, the Company and the Guarantor jointly and severally covenant and agree with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s and Guarantor’s counsel and accountants in connection with the registration of the Securities under the Act, and the issuance and sale of the Securities and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Indenture, any Blue Sky and Legal Investment Memoranda and any closing documents (including any compilations thereof in connection with the offering, purchase, sale and delivery of the Securities); (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(c) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection

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with such qualification and in connection with any Blue Sky and Legal Investment Memoranda; (iv) any filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required reviews by the U.S. Financial Industry Regulatory Authority, of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for any such persons in connection with the Indenture or the Securities; (vii) all expenses and taxes arising as a result of the issuance, sale and delivery of the Securities and of the sale and delivery outside of the Cayman Islands or Ireland of the Securities by the Underwriters to the initial purchasers thereof in the manner contemplated under this Agreement, including, in any such case, any Cayman Islands or Ireland income, capital gains, withholding, transfer or other tax, asserted against an Underwriter by reason of the purchase and sale of the Securities pursuant to this Agreement; (viii) any fees charged by securities rating services for rating the Securities; and (ix) all other costs and expenses incident to the performance of the Company’s or the Guarantor’s obligations hereunder which are not otherwise specifically provided for in this Section 7. It is understood, however, that, except as provided in this Section 7, and Sections 9, 12 and 25 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

8.The obligations of the Underwriters hereunder, as to the Securities to be delivered at the Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Guarantor herein are, at and as of the Time of Delivery, true and correct, the condition that the Company and the Guarantor shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet in the form attached as Schedule III hereto and filed as contemplated by Section 5(a) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;

(b)Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, shall have furnished to the Representatives their written opinion or opinions and letter, dated the Time of Delivery, in form and substance reasonably satisfactory to the Representatives, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

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(c)Morgan, Lewis & Bockius LLP, United States counsel for the Company and the Guarantor, shall have furnished to the Representatives their written opinion or opinions and letter, dated the Time of Delivery, in form and substance reasonably satisfactory to the Representatives;

(d)Maples and Calder, Cayman Islands counsel for the Company and the Guarantor, shall have furnished to the Representatives their written opinion or opinions, dated the Time of Delivery, in form and substance reasonably satisfactory to the Representatives, in the form attached hereto in Annex I;

(e) A&L Goodbody, Ireland counsel for the Company and the Guarantor, shall have furnished to the Representatives their written opinion or opinions, dated the Time of Delivery, in form and substance reasonably satisfactory to the Representatives, in the form attached hereto in Annex II;

(f)Kirstin Romann Gould, Executive Vice President and General Counsel to the Guarantor, shall have furnished to the Representatives her written opinion or opinions, dated the Time of Delivery, in form and substance reasonably satisfactory to the Representatives, in the form attached hereto in Annex III;

(g)Matheson, Ireland tax counsel for the Company and the Guarantor, shall have furnished to the Representatives their written opinion or opinions, dated the Time of Delivery, in form and substance reasonably satisfactory to the Representatives, in the form attached hereto in Annex IV;

(h)On the date of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement but prior to the Time of Delivery and at the Time of Delivery, PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Company and the Guarantor, which has audited the consolidated financial statements of the Guarantor and its subsidiaries and has audited the Guarantor’s internal control over financial reporting, shall have furnished to the Representatives a “comfort” letter or letters, dated the respective dates of delivery thereof, in form and substance reasonably satisfactory to the Representatives;

(i)Neither the Guarantor nor any of its Significant Subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus, there shall not have been any change in the capital stock (other than changes resulting from the exercise of stock options or the conversion of warrants or capital stock which were outstanding as of such date, or from the exercise of options granted after such date in the ordinary course of business or from repurchases of capital stock) or long-term debt of the Guarantor or any of its Significant Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ or stockholders’ equity or results of operations of the Guarantor and its Significant Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the Representatives’ judgment so material and adverse as to

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make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and the Prospectus;

(j)On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Securities or any of the Company’s debt securities or the Guarantor’s or any Significant Subsidiary’s financial strength or claims paying ability by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the Company’s debt securities or the Guarantor’s or its Significant Subsidiaries’ financial strength or claims paying ability;

(k)On or after the date of the Applicable Time, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Guarantor’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities in New York, the Cayman Islands, Ireland or Bermuda declared by the relevant authority or a material disruption in commercial banking or securities settlement or clearance services in the United States or any other relevant jurisdiction; (iv) the outbreak or escalation of hostilities involving the United States, the Cayman Islands, Ireland or Bermuda or the declaration by the United States, the Cayman Islands, Ireland or Bermuda of a national emergency or war, if the effect of any such event specified in this clause (iv) in the Representatives’ judgment is so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at the Time of Delivery on the terms and in the manner contemplated in the Prospectus; (v) a change or development involving a prospective change in the Cayman Islands, Ireland or Bermuda taxation affecting the Company, the Guarantor or the Securities, as the case may be, or the transfer thereof or the imposition of exchange controls by the United States, the Cayman Islands, Ireland or Bermuda; or (vi) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or currency exchange rates or controls in the United States, the Cayman Islands, Ireland, Bermuda or elsewhere, if the effect of any such event specified in this clause (vi) in the Representatives’ judgment is so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at the Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(l)The Company and the Guarantor shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

(m)The Company and the Guarantor shall have furnished or caused to be furnished to the Representatives at the Time of Delivery certificates of their respective officers satisfactory to the Representatives as to the accuracy of the respective representations and warranties of the Company and the Guarantor herein, at and as of the Time of Delivery, as to the performance by the Company and the Guarantor of all of their respective obligations hereunder to be performed at or prior to the Time of Delivery, as to the matters set forth in subsections (a), (i) and (j) of this Section 8 and as to such other matters as the Representatives may reasonably request; and

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(n)Prior to the Time of Delivery, the Company and the Guarantor shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

9.(a)    The Company and the Guarantor jointly and severally will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal expenses of one counsel (in addition to any local counsel) reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company and the Guarantor by any Underwriter through the Representatives expressly for use therein.

(b)Each Underwriter will indemnify and hold harmless the Company and the Guarantor against any losses, claims, damages or liabilities to which the Company or the Guarantor may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company or the Guarantor by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company and the Guarantor for any legal or other expenses reasonably incurred by the Company or the Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred, including the reasonable fees and expenses of one counsel (in addition to any local counsel).

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(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation (except as set forth below). Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action, or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (1) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall

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contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantor on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantor on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)The obligations of the Company and the Guarantor under this Section 9 shall be in addition to any liability which the Company and the Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Guarantor and to each person, if any, who controls the Company or the Guarantor, as the case may be, within the meaning of the Act.

10.(a)    If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder at the Time of Delivery, the Representatives may in their discretion arrange for the Representatives or another party or other parties satisfactory to the Company and the Guarantor to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company and the Guarantor shall be entitled to a further period of thirty-six hours within which to

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procure another party or other parties satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company and the Guarantor that the Representatives have so arranged for the purchase of such Securities, or the Company and the Guarantor notify the Representatives that they have so arranged for the purchase of such Securities, the Representatives, or the Company and the Guarantor shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company and the Guarantor agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the Representatives’ opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

(b)If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives, the Company and the Guarantor as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities to be purchased at the Time of Delivery, then the Company and the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives, the Company and the Guarantor as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Securities to be purchased at the Time of Delivery, or if the Company and the Guarantor shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Guarantor, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Guarantor and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, the Company or the Guarantor, or any officer

20

or director or controlling person of the Company or the Guarantor, and shall survive delivery of and payment for the Securities.

12.If this Agreement shall be terminated pursuant to Section 10(c) hereof, the Company and the Guarantor shall not then be under any liability to any Underwriter except as provided in Sections 7, 9 and 25 hereof; but, if for any other reason, any Securities are not delivered by or on behalf of the Company and the Guarantor as provided herein, the Company and the Guarantor will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by you, including reasonable fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities not so delivered, but the Company and the Guarantor shall then be under no further liability to any Underwriter except as provided in Sections 7, 9 and 25 hereof.

13.In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.

14.All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Representatives in care of Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, Fax No.: (646) 834-8133, in care of Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Debt Capital Markets Syndicate Desk, Fax No.: (212) 469-4877 and in care of J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: High Grade Syndicate Desk – 3rd Floor, Fax No.: (212) 834-6081; if to the Company or to the Guarantor shall be delivered or sent by mail, telex or facsimile transmission to the respective addresses of the Company and the Guarantor set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company and the Guarantor by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

15.This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Guarantor and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and the Guarantor and each person who controls the Company, the Guarantor or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

16.The Company and the Guarantor irrevocably (i) agree that any legal suit, action or proceeding against the Company or the Guarantor, as the case may be, brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal district court for the Southern District of New York

21

and the New York County Court, (ii) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding and (iii) submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company and the Guarantor have appointed Puglisi & Associates as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in the federal district court for the Southern District of New York and the New York County Court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company and the Guarantor represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company and the Guarantor shall be deemed, in every respect, effective service of process upon the Company or the Guarantor, as the case may be.

17.Time shall be of the essence in this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business. “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

18.The Company and the Guarantor jointly and severally acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantor, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not as the agent or fiduciary of the Company or the Guarantor, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantor on other matters) or any other obligation to the Company or the Guarantor except the obligations expressly set forth in this Agreement and (iv) the Company and the Guarantor have consulted their own legal and financial advisors to the extent it deemed appropriate. The Company and the Guarantor agree that they will not claim that the Underwriters, or any of them, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company or the Guarantor in connection with such transaction or the process leading thereto.

19.For the avoidance of doubt and anything in this Agreement to the contrary notwithstanding, all references in this Agreement to the Pricing Disclosure Package as of the Applicable Time shall be deemed to include the final term sheet relating to the Securities substantially in the form attached as Schedule III hereto and to be filed with the Commission on November 18, 2013.

22

20.This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantor and the Underwriters, or any of them, with respect to the subject matter hereof.

21.This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

22.The Company, the Guarantor and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

23.This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

24.Notwithstanding anything herein to the contrary, the Company and the Guarantor are authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company and the Guarantor relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

25.In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “judgment currency”) other than United States dollars, the Company and the Guarantor will indemnify each Underwriter against any loss incurred by such Underwriter as a result of any variation between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which an Underwriter is able to purchase United States dollars with the amount of judgment currency actually received by such Underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the Company and the Guarantor and shall continue in full force and effect notwithstanding any such judgment or order aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

23

If the foregoing is in accordance with your understanding, please sign and return to us 6 counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company and the Guarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Guarantor for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
XLIT LTD.

By:    /s/ Simon Rich        Name:     Simon Rich    Title:     Director

XL GROUP PLC

By:    /s/ Simon Rich        Name:     Simon Rich    Title:     Global Treasurer

[Signature page to Underwriting Agreement]

Accepted as of the date hereof:

as Representatives of the Underwriters

BARCLAYS CAPITAL INC.

By:     /s/ Travis H. Barnes        Name: Travis H. Barnes    Title:    Managing Director

DEUTSCHE BANK SECURITIES INC.

By:     /s/ Anguel Zaprianov        Name: Anguel Zaprianov        Title:    Managing Director

By:     /s/ Edward J. Sunoo        Name: Edward J. Sunoo        Title:    Managing Director

J.P. MORGAN SECURITIES LLC

By:     /s/ Maria Sramek        Name: Maria Sramek        Title:    Executive Director

[Signature page to Underwriting Agreement]

SCHEDULE I

Underwriter	Principal Amount of 2018 Notes to Be Purchased		Principal Amount of 2043 Notes to Be Purchased
Barclays Capital Inc.	$	90,000,000	$	90,000,000
Deutsche Bank Securities Inc.	90,000,000		90,000,000
J.P. Morgan Securities LLC	30,000,000		30,000,000
RBS Securities Inc.	9,750,000		9,750,000
Citigroup Global Markets Inc.	9,750,000		9,750,000
Goldman, Sachs & Co.	9,750,000		9,750,000
HSBC Securities (USA) Inc.	9,750,000		9,750,000
Lloyds Securities Inc.	9,750,000		9,750,000
Morgan Stanley & Co. LLC	9,750,000		9,750,000
Credit Agricole Securities (USA) Inc.	6,500,000		6,500,000
ING Financial Markets LLC	6,500,000		6,500,000
BNY Mellon Capital Markets, LLC	6,500,000		6,500,000
BNP Paribas Securities Corp.	4,000,000		4,000,000
Commerz Markets LLC	4,000,000		4,000,000
Wells Fargo Securities, LLC	4,000,000		4,000,000
TOTAL	$	300,000,000	$	300,000,000

Sched. I-1

SCHEDULE II

(a) (i)    Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:

Net roadshow

(ii) Issuer Free Writing Prospectuses included in the Pricing Disclosure Package:

Final Pricing Term Sheet attached as Schedule III

(b) Additional Documents Incorporated by Reference:

None

Sched. II-1

SCHEDULE III

[XL Logo]

XLIT Ltd.
Guaranteed by
XL Group plc

$300,000,000 2.30% Senior Notes due 2018

$300,000,000 5.25% Senior Notes due 2043

Summary of Terms

Issuer:	XLIT Ltd.
Guarantor:	XL Group plc
Expected Ratings (Moody’s / S&P / Fitch                              / A.M. Best)*:	Baa2 (stable) / A- (stable) / BBB (pos) / bbb (pos)
Security Type:	Senior unsecured fixed rate notes (“Senior Notes”)
Trade Date:	November 18, 2013
Settlement Date (T+3):	November 21, 2013
	2.30% Senior Notes due 2018	5.25% Senior Notes due 2043
Principal Amount:	$300,000,000	$300,000,000
Maturity Date:	December 15, 2018	December 15, 2043
Interest Payment Dates:	Semi-annually on June 15 and December 15, commencing on June 15, 2014	Semi-annually on June 15 and December 15, commencing on June 15, 2014
Coupon:	2.30%	5.25%
Public Offering Price:	99.690%	99.770%
Benchmark Treasury:	1.25% due October 31, 2018	3.625% due August 15, 2043
Benchmark Price / Yield:	99-22 / 1.315%	97-16 / 3.765%
Spread to Benchmark Treasury:	+ 105 bps	+ 150 bps
Yield to Maturity:	2.365%	5.265%
Net Proceeds (Before Expenses) to Issuer:	$297,270,000	$296,685,000
Optional Redemption:	T+ 20 bps	T+ 25 bps
Tax Event Redemption:	XLIT Ltd. may redeem the Senior Notes, in whole, but not in part, at any time upon the occurrence of certain tax events as described in “Description of the Senior Notes and Guarantees-- Tax Event Redemption” in the prospectus supplement.	XLIT Ltd. may redeem the Senior Notes, in whole, but not in part, at any time upon the occurrence of certain tax events as described in “Description of the Senior Notes and Guarantees-- Tax Event Redemption” in the prospectus supplement.

Sched. III-1

Minimum Denominations:	$2,000 x $1,000	$2,000 x $1,000
Listing:	Application has been made to list the Senior Notes on the New York Stock Exchange under the symbol “XL18”	Application has been made to list the Senior Notes on the New York Stock Exchange under the symbol “XL43”
CUSIP / ISIN:	98420E AA3 / US98420EAA38	98420E AB1 / US98420EAB11
Joint Book-Running Managers:	Barclays Capital Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC
Senior Co-Managers:	RBS Securities Inc. Citigroup Global Markets Inc. Goldman, Sachs & Co. HSBC Securities (USA) Inc.
	Lloyds Securities Inc.
	Morgan Stanley & Co. LLC
Co-Managers:	Credit Agricole Securities (USA) Inc.
	ING Financial Markets LLC
	BNY Mellon Capital Markets, LLC
Junior Co-Managers:	BNP Paribas Securities Corp.
	Commerz Markets LLC
	Wells Fargo Securities, LLC

Investing in the Senior Notes involves a number of risks. See “Risk Factors” beginning on page S-4 of the prospectus supplement.

* Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.

XLIT Ltd. and XL Group plc have filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents XLIT Ltd. and XL Group plc have filed with the SEC for more complete information about the issuer, the guarantor and this offering. You should rely on the prospectus, prospectus supplement and any relevant free writing prospectus or pricing supplement for complete details. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively, copies of the prospectus and the prospectus supplement may be obtained by contacting Barclays Capital Inc. toll free at 1-877-603-5847, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, or J.P. Morgan Securities LLC toll-free at 1-866-535-9248.

Sched. III-2

ANNEX I

MAPLES AND CALDER FORM OF OPINION

1.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands.

1.2 The Company has all the requisite power and authority under the Memorandum and Articles to enter into, execute and perform its obligations under this Agreement, the Base Indenture and the Second Supplemental Indenture (together, the “Transaction Documents”) and the Notes, including the issue and offer of the Notes pursuant to the Transaction Documents.

1.3 The execution and delivery of the Transaction Documents do not, and the issue and offer of the Notes by the Company and the performance by the Company of its obligations thereunder will not, conflict with or result in a breach of any of the terms or provisions of the Memorandum and Articles or any law, public rule, decree or regulation applicable to the Company currently in force in the Cayman Islands.

1.4 The execution, delivery and performance of the Transaction Documents have been duly authorised by and on behalf of the Company and the Transaction Documents have been duly executed and delivered on behalf of the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

1.5 The Notes have been duly authorised by the Company and when the Notes are signed in facsimile or manually by a director on behalf of the Company and, if appropriate, authenticated in the manner set forth in the Indenture and delivered against due payment therefor will be duly executed, issued and delivered and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms.

1.6 No authorisations, consents, approvals, licences, validations or exemptions are required by law from any governmental authorities, courts or agencies or other official bodies in the Cayman Islands in connection with:

(a) the issue of the Prospectus;

(b) the execution, creation or delivery of the Transaction Documents by and on behalf of the Company;

(c) subject to the payment of the appropriate stamp duty, enforcement of the Transaction Documents against the Company;

(d) the offering, execution, authentication, allotment, issue or delivery of the Notes;

(e) the performance by the Company of its obligations under the Notes and the Transaction Documents; or

I-1

(f) the payment of the principal and interest and any other amounts under the Notes.

1.7 No taxes, fees or charges (other than stamp duty) are payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of:

(a) the execution or delivery of the Transaction Documents or the Notes;

(b) the enforcement of the Transaction Documents or the Notes;

(c) payments made under, or pursuant to, the Transaction Documents or the Notes; or

(d) the issue, transfer or redemption of the Notes.

The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.

1.8 The courts of the Cayman Islands will observe and give effect to the choice of the Relevant Law as the governing law of the Transaction Documents and the Notes.

1.9 The obligations of the Company under the Transaction Documents and the Notes rank and will rank at least pari passu with all its other present and future unsecured obligations (other than those preferred by law).

1.10 The Company is not entitled to any immunity under the laws of the Cayman Islands whether characterised as sovereign immunity or otherwise for any legal proceedings in the Cayman Islands to enforce or to collect upon the Transaction Documents or the Notes.

1.11 None of the Underwriters (as defined in this Agreement) or the holders of Notes will be required to be licensed, qualified, or otherwise entitled to carry on business in the Cayman Islands in order to enforce their respective rights under the Transaction Documents, or as a consequence of the execution, delivery and performance of the Transaction Documents, or the issue of the Notes. None of the Underwriters is or will be treated as resident, domiciled or carrying on or transacting business in the Cayman Islands solely by reason of the negotiation, preparation or execution of the Transaction Documents or the issue of the Notes.

1.12 Based solely on our search of the Register of Writs and Other Originating Process (the “Court Register”) maintained by the Clerk of the Court of the Grand Court of the Cayman Islands from the date of incorporation of the Company to the close of business (Cayman Islands time) on [ ] (the “Litigation Search”), the Court Register disclosed no writ, originating summons, originating motion, petition, (including any winding up petition), counterclaim nor third party notice (“Originating Process”) nor any amended Originating Process pending before the Grand Court of the Cayman Islands, in which the Company is identified as a defendant or respondent, including, without limitation, with respect to the winding up of the Company.

I-2

1.13 Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the Relevant Jurisdiction, a judgment obtained in such jurisdiction will be recognised and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment:

(a) is given by a foreign court of competent jurisdiction;

(b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

(c) is final;

(d) is not in respect of taxes, a fine or a penalty; and

(e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

1.14 The submission by the Company in the Transaction Documents to the exclusive jurisdiction of the federal district court for the Southern District of New York and the New York County Court is legal, valid and binding on the Company assuming that the same is true under the governing law of the Transaction Documents and under the laws, rules and procedures applying in the courts of federal district court for the Southern District of New York and the New York County Court.

1.15 It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Transaction Documents or the Notes that any document be filed, recorded or enrolled with any governmental authority, court or agency or any official body in the Cayman Islands.

1.16 The statements made in the Pricing Prospectus and the Prospectus under the caption “Tax Considerations – Cayman Islands” are correct in so far as such statements are summaries of or relate to Cayman Islands law.

1.17 The Articles of Association of the Company do not entitle any shareholder of the Company to any pre-emptive right or other similar rights to subscribe for the Notes.

1.18 There is no exchange control legislation under Cayman Islands law and accordingly there are no exchange control regulations imposed under Cayman Islands law.

In rendering the foregoing opinions, counsel may make customary qualifications and assumptions.

I-3

ANNEX II

A&L GOODBODY FORM OF OPINION

1.The Guarantor is a public company duly incorporated with limited liability under the laws of Ireland and is a separate legal entity, subject to suit in its own name. Based only on searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on [ ] 2013, the Guarantor is validly existing under the laws of Ireland and no steps have been taken or are being taken to appoint a receiver, examiner or liquidator over it or to wind it up.

2.The issuance of the Guarantees by the Guarantor is not subject to any pre-emptive or similar rights under Irish law.

3.The Guarantor has the necessary power and authority, and all necessary corporate and other action has been taken, to enable it to execute, deliver and perform the obligations undertaken by it under this Agreement, the Base Indenture and the Second Supplemental Indenture (together, the “Transaction Documents”) (including the Guarantees), and the execution, delivery and performance by the Guarantor of the foregoing will not:

(i)cause any limit on it or on its directors (whether imposed by the documents constituting the Guarantor or by statute or regulation) to be exceeded; or

(ii)cause any law, regulation, rule or order to be contravened; or

(iii)result in a breach of any of the terms or provisions of the Memorandum or Articles of Association.

Opining counsel notes that the Guarantor has provided an Officer’s Certificate which states that the execution and delivery of, and performance of its obligations under the Transaction Documents will not result in a breach of the terms or provisions, or constitute a default under, any material contract to which the Guarantor is a party.

4.The Transaction Documents have been duly executed and delivered on the Guarantor’s behalf.

5.No authorisations, approvals, licences, exemptions or consents of governmental, judicial or regulatory authorities with respect to the execution, delivery and entry into of, or the performance by the Guarantor of its obligations under, the Transaction Documents are required to be obtained in Ireland.

6.It is not necessary or advisable under the laws of Ireland in order to ensure the validity, enforceability or priority of the obligations or rights of any party to the Transaction Documents, that the Transaction Documents be filed, registered, recorded, or notarised in any public office or elsewhere or that any other instrument relating thereto be signed, delivered, filed, registered or recorded.

7.The Guarantor is not entitled to claim any immunity from suit, execution, attachment or other legal process in Ireland.

II-1

8.In any proceedings taken in Ireland for the enforcement of the Transaction Documents, the choice of the laws of the State of New York as the governing law of the contractual rights and obligations of the parties under the Transaction Documents would be upheld by the Irish Courts in accordance with and subject to the provisions of the Rome I Regulation EC No 593/2008 on the Law Applicable to Contractual Obligations.

9.The submission by the Guarantor in the Transaction Documents to the non-exclusive jurisdiction of the federal district court for the Southern District of New York and the New York County Court will be upheld by the Irish Courts.

10.In any proceedings taken in Ireland for the enforcement of a judgment obtained against the Guarantor in the federal district court for the Southern District of New York and the New York County Court (a Foreign Judgment) the Foreign Judgment should be recognised and enforced by the courts of Ireland save that to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order of the Irish courts. Such order should be granted on proper proof of the Foreign Judgment without any re-trial or examination of the merits of the case subject to the following qualifications:

(i)the Foreign Judgment was not obtained by fraud;

(ii)that the Foreign Judgment is not contrary to public policy or natural justice as understood in Irish law;

(iii)that the Foreign Judgment is final and conclusive;

(iv)that the Foreign Judgment is for a definite sum of money; and

(v)that the procedural rules of the court giving the Foreign Judgment have been observed.

Any such order of the Irish courts may be expressed in a currency other than euro in respect of the amount due and payable by the Guarantor but such order may be issued out of the Central Office of the Irish High Court expressed in euro by reference to the official rate of exchange prevailing on the date of issue of such order. However, in the event of a winding up of the Guarantor, amounts claimed against the Guarantor in a currency other than the euro (the Foreign Currency) would, to the extent properly payable in the winding up, be paid, if not in the Foreign Currency, in the euro equivalent of the amount due in the Foreign Currency converted at the rate of exchange pertaining on the date of the commencement of such winding up.

11.All payments of principal, premium (if any) and interest on the Notes pursuant to the Guarantees may be paid by the Guarantor to the registered holder thereof in U.S. dollars.

12.It is not necessary under the laws of Ireland (a) in order to enable the Underwriters to enforce their rights under the Transaction Documents, or (b) by reason of the execution, performance or enforcement of the Transaction Documents by the Underwriters, that the Underwriters should be licensed, qualified or otherwise entitled to carry on business in Ireland.

II-2

13.The Underwriters will not be deemed to be resident, domiciled or carrying on business in Ireland by reason only of the execution, delivery, performance and enforcement of the Transaction Documents by the Underwriters.

In rendering the foregoing opinions, counsel may make customary qualifications and assumptions.

II-3

ANNEX III

XL GROUP FORM OF OPINION

1.To the best of opining counsel’s knowledge, neither the Company nor the Guarantor is in violation of any organizational document, corporate minute or resolution or any instrument or agreement of which opinion counsel has knowledge after due inquiry, in each case binding on it or affecting its property in any manner that could have a Material Adverse Effect.

2.To the best of opining counsel’s knowledge, there is no litigation or governmental proceeding by or against the Guarantor or any Significant Subsidiary of the Guarantor or concerning any property of the Guarantor or any of its Significant Subsidiaries, pending or threatened, that (A) could reasonably be expected (in light of reserves and total shareholder’s equity of the Guarantor after taking into account the Guarantor’s business and activities) to have a Material Adverse Effect if adversely determined or (B) is required to be disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus and is not so disclosed, other than in the case of clause (A), as routinely encountered in claims activity or as disclosed in the Pricing Disclosure Package and the Prospectus or the documents incorporated therein by reference.

3.The execution, delivery and performance of this Agreement, the Indenture and the transactions contemplated thereby and the issuance and sale of the Securities by the Company and the Guarantor will not (A) violate or conflict with the terms, conditions or provisions of the Memorandum of Association and Articles of Association or other organizational documents of the Company or the Guarantor or any applicable law, rule or administrative regulation of the United States or the State of New York, or any order or administrative decree of any United States or State of New York governmental body or agency or court of which opining counsel has knowledge or (B) constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests to which the Guarantor or any Significant Subsidiary of the Guarantor is subject.

4.To opining counsel’s knowledge, there are no contracts, agreements or understandings between the Company or the Guarantor and any person granting such person the right (other than rights which have been waived or satisfied) to require the Company or the Guarantor to include any securities of the Company or the Guarantor owned by such person in the Prospectus or Registration Statement.

In rendering the foregoing opinions, counsel may make customary qualifications and assumptions.

III-1

ANNEX IV

MATHESON FORM OF OPINION

1.The statements contained in the section headed “Tax Considerations—Ireland” in the Pricing Prospectus and the Prospectus are true and correct in all material respects.

2.No charge to Irish stamp duty or similar Irish tax will arise upon the execution, delivery or performance of this Agreement, the Base Indenture, the Second Supplemental Indenture and the Notes, or upon the production of such documents as evidence in any Irish court.

In rendering the foregoing opinions, counsel may make customary qualifications and assumptions.

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EX-4.1

Exhibit 4.1

XLIT LTD.
as Issuer
XL GROUP PUBLIC LIMITED COMPANY
as Guarantor
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 21, 2013 TO INDENTURE DATED AS OF SEPTEMBER 30, 2011
2.30% SENIOR NOTES DUE 2018

5.25% SENIOR NOTES DUE 2043

SECOND SUPPLEMENTAL INDENTURE, dated as of November 21, 2013 (the “Second Supplemental Indenture”), by and among XLIT Ltd. (f/k/a XL Group Ltd.), a Cayman Islands exempted company (the “Company”), having its principal office at XL House, One Bermudiana Road, Hamilton, HM08, Bermuda, XL Group Public Limited Company, an Irish public limited company (the “Guarantor”), having its principal office at XL House, 8 St. Stephen's Green, Dublin, Ireland and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder (the “Trustee”).

WHEREAS, the Company, the Guarantor and the Trustee are parties to an Indenture dated as of September 30, 2011 (the “Base Indenture”) providing for the issuance from time to time by the Company of Securities (as defined in Section 1.01 of the Base Indenture) and the Guarantee (as defined in Section 1.01 of the Base Indenture) by the Guarantor;

WHEREAS, pursuant to Section 9.01(11) of the Base Indenture, the Company, the Guarantor and the Trustee may enter into supplemental indentures to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture;

WHEREAS, the Company desires to issue two new series of Securities under the Base Indenture and has duly authorized the creation and issuance of each such series of Securities and the execution and delivery of this Second Supplemental Indenture to modify the Base Indenture and provide certain additional provisions as hereinafter set forth (the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, is hereinafter referred to as the “Indenture”);

WHEREAS, the Company and the Guarantor deem it advisable to enter into this Second Supplemental Indenture for the purposes of establishing the terms of each such series of Securities and providing for the rights, obligations and duties of the Trustee with respect to each such series of Securities;

WHEREAS, the execution and delivery of this Second Supplemental Indenture has been authorized by a resolution of the Board of Directors of each of the Company and the Guarantor, or a duly authorized committee thereof;

WHEREAS, concurrently with the execution hereof, the Company has delivered an Officers’ Certificate and has caused its counsel to deliver to the Trustee an Opinion of Counsel; and

WHEREAS, all conditions and requirements of the Base Indenture necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the mutual premises and agreements herein contained, the Company, the Guarantor and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the 2.30% Senior Notes due 2018 (the “2018 Notes”) and the 5.25% Senior Notes due 2043 (the “2043 Notes and, together with the 2018 Notes, the “Senior Notes”), as follows:

ARTICLE I
DEFINITIONS

Section 1.1    Definition of Terms.

Unless otherwise provided herein or unless the context otherwise requires:

(a)a term defined in the Base Indenture has the same meaning when used in this Second Supplemental Indenture;

(b)a term defined anywhere in this Second Supplemental Indenture has the same meaning throughout;

(c)the singular includes the plural and vice versa;

(d)headings are for convenience of reference only and do not affect interpretation; and

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(e)the following terms have the meanings given to them in this Section 1.1(e):

“Additional Amounts Applicable to the 2018 Notes,” or with respect to the 2043 Notes, “Additional Amounts Applicable to the 2043 Notes,” has the meaning set forth in Section 2.15(b) or 2.16(b), respectively.

“Comparable Treasury Issue” means the United States Treasury security selected as having a maturity comparable to the remaining term of the 2018 Notes or the 2043 Notes, as applicable, to be redeemed that would be used, at the time of selection and under customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2018 Notes or the 2043 Notes, as applicable, to be redeemed.

“Comparable Treasury Price” means, with respect to any Redemption Date for the 2018 Notes or the 2043 Notes, the average of the Reference Treasury Dealer Quotations for the Redemption Date for the notes being redeemed, after excluding the highest and lowest Reference Treasury Dealer Quotations, or if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.

“Depositary” has the meaning set forth in Section 2.7.

“Designated Subsidiary” means any present or future consolidated subsidiary of the Guarantor that is a regulated insurance company, the assets of which constitute at least 20% of the Guarantor’s consolidated assets.

“Global Note” means a Global Security representing the 2018 Notes or the 2043 Notes, as applicable.

“Issue Date” means November 21, 2013.

“Pricing Date” means November 18, 2013.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) for the 2018 Notes or the 2043 Notes, to be redeemed, quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day before the Redemption Date.

“Reference Treasury Dealers” means (i) each of Deutsche Bank Securities Inc. and Barclays

Capital Inc.; and (ii) two other primary U.S. government securities dealers in New York City the Company selects. If any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, the Company must substitute another primary U.S. government securities dealer in New York City.

“Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Trustee on or prior

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to such due date, it means the first date on which the full amount of such moneys having been so received and being available for payment to Holders, notice to that effect shall have been duly given to the Holders of the 2018 Notes or the 2043 Notes, as applicable.

“Tax Event with respect to the 2018 Notes” or “Tax Event with respect to the 2043 Notes” means if the Company or the Guarantor determines that, as a result of (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder), including the enactment of any legislation or the publication of any regulatory determination, of the Cayman Islands, Ireland, Bermuda, or any political subdivision thereof or any authority or agency therein having power to tax, or any other jurisdiction from or through which the Company or the Guarantor makes a payment on either the 2018 Notes or the 2043 Notes or in which the Company or the Guarantor generally becomes subject to taxation (each such jurisdiction, a “Taxing Jurisdiction”); or (2) any change in, or amendment to, a position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change In Tax Law”), (A) the Company or Guarantor is required, or on the next Interest Payment Date in respect of either the 2018 Notes or the 2043 Notes would be required to pay Additional Amounts Applicable to the 2018 Notes, or Additional Amounts Applicable to the 2043 Notes pursuant to Section 2.15(b) (with respect to the 2018 Notes) or 2.16(b) (with respect to the 2043 Notes) (assuming, in the case of the Guarantor, the Guarantor would be unable, for reasons outside its control, to procure payment by the Company) determined without reference to any interest, fees, penalties or other additions to tax and (B) such requirement cannot be avoided by taking commercially reasonable measures available to the Company or the Guarantor; provided that the Change in Tax Law becomes effective on or after the Pricing Date, or in the case of a successor entity to the Company or the Guarantor, the Change in Tax Law becomes effective after the date that such successor entity first becomes an obligor on the 2018 Notes or the 2043 Notes (unless the Change in Tax Law had already occurred prior to such date, but on or after the Pricing Date, with respect to the applicable original entity).

“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

ARTICLE II

CREATION OF THE 2018 NOTES and 2043 NOTES

Section 2.1    Designation of Series.

Pursuant to the terms hereof and Sections 2.01 and 3.01 of the Base Indenture, the Company hereby creates two new series of its Securities designated as the 2018 Notes and 2043 Notes, which Senior Notes shall be deemed “Securities” for all purposes under the Indenture.

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Section 2.2    Form of 2018 and 2043 Notes.

The 2018 Notes shall be substantially in the form set forth in Exhibit A hereto, and the 2043 Notes shall be substantially in the form set forth in Exhibit B hereto. Exhibits A and B are incorporated herein and made part hereof.

The Final Maturity of the 2018 Notes shall be December 15, 2018.

The Final Maturity of the 2043 Notes shall be December 15, 2043.

Section 2.3    Interest and Interest Rate Reset.

(a)(i) The 2018 Notes will bear interest from the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to maturity or early redemption, as the case may be, at the rate of 2.30% per annum payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2014, to the persons in whose names the 2018 Notes were registered at the close of business on the preceding June 1 and December 1, respectively.

(ii) The 2043 Notes will bear interest from the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to maturity or early redemption, as the case may be, at the rate of 5.25% per annum payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2014, to the persons in whose names the 2043 Notes were registered at the close of business on the preceding June 1 and December 1, respectively.

(b)Interest on the Senior Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Section 2.4    Limit on Amount of 2018 and 2043 Notes.

(a)(i) The 2018 Notes initially will be limited in aggregate principal amount to $300 million and may, upon execution of this Second Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said 2018 Notes in accordance with a Company Order.

(ii) The 2043 Notes initially will be limited in aggregate principal amount to $300 million and may, upon execution of this Second Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said 2043 Notes in accordance with a Company Order.

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(b)(i) The Company may issue from time to time, without giving notice to or seeking the consent of the Holders of the 2018 Notes, additional notes having the same terms as the 2018 Notes (except for the initial public offering price, first Interest Payment Date and the Issue Date). Any such additional notes, together with the 2018 Notes, will constitute a single series of Securities under the Indenture.

(ii) The Company may issue from time to time, without giving notice to or seeking the consent of the Holders of the 2043 Notes, additional notes having the same terms as the 2043 Notes (except for the initial public offering price, first Interest Payment Date and the Issue Date). Any such additional notes, together with the 2043 Notes, will constitute a single series of Securities under the Indenture.

Section 2.5    Nature of Senior Notes/Minimum Denomination.

(a)The Senior Notes shall constitute senior, unsecured and unsubordinated obligations of the Company and shall rank pari passu with all other unsecured and unsubordinated indebtedness of the Company and the Guarantor from time to time outstanding.

(b)The Senior Notes shall be issuable only in registered form and without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.

Section 2.6    No Sinking Fund.

The Senior Notes do not have the benefit of any mandatory redemption or sinking fund obligation and are not redeemable at the option of the Holders.

Section 2.7    Issuance of Senior Notes and Payment.

(a)Each of the 2018 Notes and the 2043 Notes, on original issuance, shall be issued in the form of one fully registered Global Note registered in the name of The Depository Trust Company, as Depositary (the “Depositary”), or its nominee, and deposited with the Trustee, as custodian for the Depositary, for credit by the Depositary to the respective accounts of beneficial owners of the Senior Notes represented thereby (or such other accounts as they may direct).

(b)The payment of principal of and the interest on the Senior Notes will be payable at the Corporate Trust Office or, at the option of the Company, by check mailed to each Holder at its address set forth in the Security Register; provided, however, that if a Holder has given wire transfer instructions to the Company and the Paying Agent and Security Registrar at least ten Business Days prior to the applicable payment date, payment of principal of and the interest on the Senior Notes will be payable by wire transfer of immediately available funds to the account specified in such instructions.

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Section 2.8    Senior Notes Not Convertible or Exchangeable.

The Senior Notes will not be convertible or exchangeable for other securities or property.

Section 2.9        Redemption of 2018 Notes.

Pursuant to Section 3.01(6) and Section 12.01 of the Base Indenture, so long as any of the 2018 Notes are Outstanding, the following provisions shall be applicable to the 2018 Notes:

(a)The 2018 Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to accrued and unpaid interest on the principal amount of the 2018 Notes being redeemed to the Redemption Date plus the greater of: (A) 100% of the principal amount of the 2018 Notes to be redeemed, and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the 2018 Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points.

(b)If a Tax Event with respect to the 2018 Notes occurs and is continuing, the Company may, at its option, redeem the 2018 Notes in whole, but not in part, at any time at a redemption price equal to 100% of the principal amount of the 2018 Notes, plus accrued and unpaid interest, if any, to the Redemption Date and Additional Amounts Applicable to the 2018 Notes, if any, then due or that will become due on the date fixed for redemption as a result of such redemption. Installments of interest on 2018 Notes which are due and payable on or prior to a Redemption Date will be payable to Holders of the 2018 Notes registered as such at the close of business on the relevant record dates.

(c)(i) Notwithstanding Section 12.04 of the Base Indenture, any notice of redemption pursuant to Section 2.9(a) or (b) shall (A) be sufficient if instead of setting forth a specific price with respect to the Redemption Price, it sets forth the manner of calculation thereof and (B) be mailed to the Holders not less than 30 nor more than 60 days prior to the Redemption Date.

(ii) Notwithstanding the foregoing, in case of a Tax Event redemption with respect to the 2018 Notes, no such notice of redemption will be given (A) earlier than 90 days prior to the earliest date on which the applicable payor would be obliged to make such payment or withholding if a payment in respect of 2018 Notes by it were then due and (B) unless at the time such notice is given, such requirement to pay such Additional Amounts Applicable to the 2018 Notes remains in effect. Prior to the publication or mailing of any notice of redemption of 2018 Notes pursuant to the foregoing, the Company will deliver to the Paying Agent and Trustee (x) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that any factual conditions precedent to the Company’s right to so redeem have been satisfied and (y) a legal opinion of an outside nationally recognized tax counsel or of a tax counsel that is otherwise reasonably acceptable to the Paying Agent, to the effect that the applicable Tax Event has occurred (which, for the avoidance of doubt, shall not be required to include an opinion as to whether “commercially reasonable efforts” could be

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undertaken to avoid the otherwise applicable requirement, as referenced in clause (B) of the definition of “Tax Event” in Section 1.1(e)).

Section 2.10        Redemption of 2043 Notes.

Pursuant to Section 3.01(6) and Section 12.01 of the Base Indenture, so long as any of the 2043 Notes are Outstanding, the following provisions shall be applicable to the 2043 Notes:

(a)The 2043 Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to accrued and unpaid interest on the principal amount of the 2043 Notes being redeemed to the Redemption Date plus the greater of: (A) 100% of the principal amount of the 2043 Notes to be redeemed, and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the 2043 Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points.

(b)If a Tax Event with respect to the 2043 Notes occurs and is continuing, the Company may, at its option, redeem the 2043 Notes in whole, but not in part, at any time at a redemption price equal to 100% of the principal amount of the 2043 Notes, plus accrued and unpaid interest, if any, to the Redemption Date and Additional Amounts Applicable to the 2043 Notes, if any, then due or that will become due on the date fixed for redemption as a result of such redemption. Installments of interest on 2043 Notes which are due and payable on or prior to a Redemption Date will be payable to Holders of the 2043 Notes registered as such at the close of business on the relevant record dates.

(c)(i) Notwithstanding Section 12.04 of the Base Indenture, any notice of redemption pursuant to Section 2.10(a) or (b) shall (A) be sufficient if instead of setting forth a specific price with respect to the Redemption Price, it sets forth the manner of calculation thereof and (B) be mailed to the Holders not less than 30 nor more than 60 days prior to the Redemption Date.

(ii) Notwithstanding the foregoing, in case of a Tax Event redemption with respect to the 2043 Notes, no such notice of redemption will be given (A) earlier than 90 days prior to the earliest date on which the applicable payor would be obliged to make such payment or withholding if a payment in respect of 2043 Notes by it were then due and (B) unless at the time such notice is given, such requirement to pay such Additional Amounts Applicable to the 2043 Notes remains in effect. Prior to the publication or mailing of any notice of redemption of 2043 Notes pursuant to the foregoing, the Company will deliver to the Paying Agent and Trustee (x) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that any factual conditions precedent to the Company’s right to so redeem have been satisfied and (y) a legal opinion of an outside nationally recognized tax counsel or of a tax counsel that is otherwise reasonably acceptable to the Paying Agent, to the effect that the applicable Tax Event has occurred (which, for the avoidance of doubt, shall not be required to include an opinion as to whether “commercially reasonable efforts” could be

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undertaken to avoid the otherwise applicable requirement, as referenced in clause (B) of the definition of “Tax Event” in Section 1.1(e)).

Section 2.11    Guarantee.

The Senior Notes of each series are entitled to the benefit of the Guarantees set forth in Article XI of the Base Indenture.

Section 2.12    Place of Payment.

The Paying Agent for the Senior Notes shall initially be the Trustee, and the Place of Payment for the Senior Notes shall initially be the Corporate Trust Office, which as of the date hereof for such purpose is located at 150 East 42nd Street, 40th Floor, New York, New York 10017 . The Company may from time to time designate one or more additional offices or agencies where Senior Notes may be presented or surrendered for payment.

Section 2.13    Events of Default with Respect to the 2018 Notes.

The following shall constitute additional Events of Default pursuant to Section 5.01 of the Base Indenture with respect to the 2018 Notes with the same effect as if expressly set forth in such Section 5.01:

(a)default by the Company under any instrument or instruments under which there is or may be secured or evidenced any of the Company’s indebtedness (other than the 2018 Notes) having an outstanding principal amount of $50,000,000 (or its equivalent in any other currency or currencies) or more, individually or in the aggregate, that has caused the holders thereof to declare such indebtedness to be due and payable prior to its stated maturity, unless such declaration has been rescinded within 30 days;

(b)default by the Company in the payment when due of the principal of or premium, if any, on any bond, debenture, note or other evidence of the Company’s indebtedness, in each case for money borrowed, or in the payment of principal or premium, if any, under any mortgage, indenture, agreement or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company for money borrowed, which default for payment of principal or premium, if any, is in an aggregate principal amount exceeding $50,000,000 (or its equivalent in any other currency or currencies), if such default shall continue unremedied or unwaived for more than 30 days after the expiration of any grace period or extension of the time for payment applicable thereto;

(c)default in the payment of any Additional Amounts Applicable to the 2018 Notes payable with respect to interest on any 2018 Notes, when such Additional Amounts Applicable to the 2018 Notes become due and payable, and continuance of such default for a period of 30 days; and

(d)default in the payment of any Additional Amounts Applicable to the 2018 Notes payable with respect to any principal of or premium, if any, on any 2018 Notes, when such Additional Amounts

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Applicable to the 2018 Notes become due and payable either at maturity, upon any redemption, by declaration of acceleration or otherwise.

In addition, with respect to the 2018 Notes, the reference to “60 days” in Section 5.01(1) of the Base Indenture shall be amended to be “30 days” with respect to the 2018 Notes.

The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any Event of Default or any event which, after notice or lapse of time or both, would constitute an Event of Default.

Section 2.14    Events of Default with Respect to the 2043 Notes.

The following shall constitute additional Events of Default pursuant to Section 5.01 of the Base Indenture with respect to the 2043 Notes with the same effect as if expressly set forth in such Section 5.01:

(a)default by the Company under any instrument or instruments under which there is or may be secured or evidenced any of the Company’s indebtedness (other than the 2043 Notes) having an outstanding principal amount of $50,000,000 (or its equivalent in any other currency or currencies) or more, individually or in the aggregate, that has caused the holders thereof to declare such indebtedness to be due and payable prior to its stated maturity, unless such declaration has been rescinded within 30 days;

(b)default by the Company in the payment when due of the principal of or premium, if any, on any bond, debenture, note or other evidence of the Company’s indebtedness, in each case for money borrowed, or in the payment of principal or premium, if any, under any mortgage, indenture, agreement or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company for money borrowed, which default for payment of principal or premium, if any, is in an aggregate principal amount exceeding $50,000,000 (or its equivalent in any other currency or currencies), if such default shall continue unremedied or unwaived for more than 30 days after the expiration of any grace period or extension of the time for payment applicable thereto;

(c)default in the payment of any Additional Amounts Applicable to the 2043 Notes payable with respect to interest on any 2043 Notes, when such Additional Amounts Applicable to the 2043 Notes become due and payable, and continuance of such default for a period of 30 days; and

(d)default in the payment of any Additional Amounts Applicable to the 2043 Notes payable with respect to any principal of or premium, if any, on any 2043 Notes, when such Additional Amounts Applicable to the 2043 Notes become due and payable either at maturity, upon any redemption, by declaration of acceleration or otherwise.

In addition, with respect to the 2043 Notes, the reference to “60 days” in Section 5.01(1) of the Base Indenture shall be amended to be “30 days” with respect to the 2043 Notes.

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The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any Event of Default or any event which, after notice or lapse of time or both, would constitute an Event of Default.

Section 2.15    Covenants Applicable to the 2018 Notes.

The 2018 Notes shall be entitled to the benefit of each of the covenants in Article X of the Base Indenture and the following additional covenants (each of which shall be deemed to be a provision of the Indenture and, when referred to as a provision of the Indenture, shall be identified by reference to the Section number that is set forth immediately preceding the covenant):

(a)SECTION 10.09. Limitation on Liens on Stock of Designated Subsidiaries. The Guarantor covenants that, so long as any 2018 Notes are outstanding, the Guarantor will not, nor will the Guarantor permit any Designated Subsidiary to, create, assume, incur, guarantee or otherwise permit to exist any indebtedness evidenced by notes, debentures, bonds or similar instruments, which is secured by any mortgage, pledge, lien, security interest or other encumbrance upon any shares of Capital Stock of any Designated Subsidiary (whether such shares of stock are now owned or hereafter acquired) without effectively providing concurrently that the 2018 Notes will be secured equally and ratably with such indebtedness for at least the time period such other indebtedness is so secured. The term “Capital Stock” for the purpose of this Section 10.09 shall include preferred stock, but exclude any debt securities convertible into such Capital Stock.

(b)SECTION 10.10. Additional Amounts Applicable to the 2018 Notes. All amounts payable (whether in respect of principal, interest or otherwise) in respect of the 2018 Notes will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction, unless the withholding or deduction of such taxes, duties, levies, assessments or governmental charges is required by law. In that event, the Company or the Guarantor will pay, or cause to be paid, such additional amounts as may be necessary in order that the net amounts receivable by a Holder after such withholding or deduction (including any withholding or deduction on such payment of additional amounts) shall equal the respective amounts that would have been receivable by such Holder had no such withholding or deduction been required (“Additional Amounts Applicable to the 2018 Notes”), except that no such Additional Amounts Applicable to the 2018 Notes shall be payable in relation to any payment (including a payment made in connection with a redemption) in respect of any of the 2018 Notes (a) to, or to a third party on behalf of, a Person who would be able to avoid such withholding or deduction by complying with such Person’s statutory requirements or by making a declaration of non-residence or similar claim for exemption (including a claim under an applicable double taxation treaty) but, in either case, fails to do so, or is liable for such taxes, duties, levies, assessments or governmental charges in respect of such 2018 Note by reason of such Person (or such third party) having some connection with (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in) the Taxing Jurisdiction, other than (i) the mere holding of such 2018 Note; (ii) the receipt of principal, interest or other amount in respect of such 2018 Note; or (iii) the mere enforcement of rights with respect to such 2018 Note; (b) presented for payment more than 30 days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such Additional Amounts Applicable to the 2018 Notes on

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presenting the same for payment on or before the expiration of such period of 30 days; (c) to a fiduciary, a partnership or person who is not the beneficial owner of a 2018 Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts Applicable to the 2018 Notes would have been payable had the beneficiary, partner or beneficial owner owned the 2018 Note directly; (d) on account of any inheritance, gift, estate, personal property, stamp, sales or transfer or similar taxes, duties, levies, assessments or similar governmental charges; or (e) on account of any taxes, duties, levies, assessments or governmental charges that are payable otherwise than by withholding from payments in respect of such 2018 Note.

In the event that payments in respect of the 2018 Notes are subject to withholding or deduction for or on account of any taxes, the Company or the Guarantor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. The Company and the Guarantor will use commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each relevant Taxing Jurisdiction imposing such taxes and will use commercially reasonable efforts to provide or make available such certified copies (or other documentary evidence establishing the payment of such taxes) to each Holder.

Any reference in the Indenture to principal, premium or interest in respect of the 2018 Notes, any redemption amount and any other amounts in the nature of principal shall be deemed also to refer to any Additional Amounts Applicable to the 2018 Notes that may be payable under the Indenture, and the express mention of the payment of Additional Amounts Applicable to the 2018 Notes (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts Applicable to the 2018 Notes in those provisions hereof where such express mention is not made.

Except as otherwise provided in or pursuant to the Indenture, if the 2018 Notes require the payment of Additional Amounts Applicable to the 2018 Notes, at least 30 days prior to each date on which any payments under or with respect to the 2018 Notes are due and payable (unless such obligation to pay Additional Amounts Applicable to the 2018 Notes arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter) the Company or its designee shall furnish to the Trustee, the Registrar and the Paying Agent an Officers’ Certificate stating the fact that Additional Amounts Applicable to the 2018 Notes will be payable, the amounts so payable, and any other information to enable the Trustee or such Paying Agent to pay such Additional Amounts Applicable to the 2018 Notes to Holders on the payment date.

The Company or the Guarantor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of any 2018 Notes or any other document or instrument referred to therein (other than a transfer of the 2018 Notes), or the receipt of any payments with respect to the 2018 Notes, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the Taxing Jurisdictions in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the 2018 Notes, the Indenture or any other such document or instrument following the occurrence of any Event of Default with respect to the 2018 Notes.

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Section 2.16    Covenants Applicable to the 2043 Notes.

The 2043 Notes shall be entitled to the benefit of each of the covenants in Article X of the Base Indenture and the following additional covenants (each of which shall be deemed to be a provision of the Indenture and, when referred to as a provision of the Indenture, shall be identified by reference to the Section number that is set forth immediately preceding the covenant):

(a)SECTION 10.11. Limitation on Liens on Stock of Designated Subsidiaries. The Guarantor covenants that, so long as any 2043 Notes are outstanding, the Guarantor will not, nor will the Guarantor permit any Designated Subsidiary to, create, assume, incur, guarantee or otherwise permit to exist any indebtedness evidenced by notes, debentures, bonds or similar instruments, which is secured by any mortgage, pledge, lien, security interest or other encumbrance upon any shares of Capital Stock of any Designated Subsidiary (whether such shares of stock are now owned or hereafter acquired) without effectively providing concurrently that the 2043 Notes will be secured equally and ratably with such indebtedness for at least the time period such other indebtedness is so secured. The term “Capital Stock” for the purpose of this Section 10.11 shall include preferred stock, but exclude any debt securities convertible into such Capital Stock.

(b)SECTION 10.12. Additional Amounts Applicable to the 2043 Notes. All amounts payable (whether in respect of principal, interest or otherwise) in respect of the 2043 Notes will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction, unless the withholding or deduction of such taxes, duties, levies, assessments or governmental charges is required by law. In that event, the Company or the Guarantor will pay, or cause to be paid, such additional amounts as may be necessary in order that the net amounts receivable by a Holder after such withholding or deduction (including any withholding or deduction on such payment of additional amounts) shall equal the respective amounts that would have been receivable by such Holder had no such withholding or deduction been required (“Additional Amounts Applicable to the 2043 Notes”), except that no such Additional Amounts Applicable to the 2043 Notes shall be payable in relation to any payment (including a payment made in connection with a redemption) in respect of any of the 2043 Notes (a) to, or to a third party on behalf of, a Person who would be able to avoid such withholding or deduction by complying with such Person’s statutory requirements or by making a declaration of non-residence or similar claim for exemption (including a claim under an applicable double taxation treaty) but, in either case, fails to do so, or is liable for such taxes, duties, levies, assessments or governmental charges in respect of such 2043 Note by reason of such Person (or such third party) having some connection with (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in) the Taxing Jurisdiction, other than (i) the mere holding of such 2043 Note; (ii) the receipt of principal, interest or other amount in respect of such 2043 Note; or (iii) the mere enforcement of rights with respect to such 2043 Note; (b) presented for payment more than 30 days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such Additional Amounts Applicable to the 2043 Notes on presenting the same for payment on or before the expiration of such period of 30 days; (c) to a fiduciary, a partnership or person who is not the beneficial owner of a 2043 Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts Applicable to the 2043 Notes would have been payable had the beneficiary, partner or beneficial owner owned the 2043 Note directly; (d) on account of any inheritance, gift,

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estate, personal property, stamp, sales or transfer or similar taxes, duties, levies, assessments or similar governmental charges; or (e) on account of any taxes, duties, levies, assessments or governmental charges that are payable otherwise than by withholding from payments in respect of such 2043 Note.

In the event that payments in respect of the 2043 Notes are subject to withholding or deduction for or on account of any taxes, the Company or the Guarantor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. The Company and the Guarantor will use commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each relevant Taxing Jurisdiction imposing such taxes and will use commercially reasonable efforts to provide or make available such certified copies (or other documentary evidence establishing the payment of such taxes) to each Holder.

Any reference in the Indenture to principal, premium or interest in respect of the 2043 Notes, any redemption amount and any other amounts in the nature of principal shall be deemed also to refer to any Additional Amounts Applicable to the 2043 Notes that may be payable under the Indenture, and the express mention of the payment of Additional Amounts Applicable to the 2043 Notes (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts Applicable to the 2043 Notes in those provisions hereof where such express mention is not made.

Except as otherwise provided in or pursuant to the Indenture, if the 2043 Notes require the payment of Additional Amounts Applicable to the 2043 Notes, at least 30 days prior to each date on which any payments under or with respect to the 2043 Notes are due and payable (unless such obligation to pay Additional Amounts Applicable to the 2043 Notes arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter) the Company or its designee shall furnish to the Trustee, the Registrar and the Paying Agent an Officers’ Certificate stating the fact that Additional Amounts Applicable to the 2043 Notes will be payable, the amounts so payable, and any other information to enable the Trustee or such Paying Agent to pay such Additional Amounts Applicable to the 2043 Notes to Holders on the payment date.

The Company or the Guarantor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of any 2043 Notes or any other document or instrument referred to therein (other than a transfer of the 2043 Notes), or the receipt of any payments with respect to the 2043 Notes, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the Taxing Jurisdictions in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the 2043 Notes, the Indenture or any other such document or instrument following the occurrence of any Event of Default with respect to the 2043 Notes.

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ARTICLE III

APPOINTMENT OF THE TRUSTEE FOR THE SENIOR NOTES

Section 3.1    Appointment of Trustee.

Pursuant and subject to the Indenture, the Company and the Guarantor hereby appoint the Trustee as trustee to act on behalf of the Holders of the Senior Notes, and as the principal Paying Agent and Security Registrar for the Senior Notes, effective upon execution and delivery of this Second Supplemental Indenture. By execution, acknowledgment and delivery of this Second Supplemental Indenture, the Trustee hereby accepts appointment as Trustee, Paying Agent and Security Registrar with respect to the Senior Notes, and agrees to perform such obligations upon the terms and conditions set forth in the Base Indenture and in this Second Supplemental Indenture.

Section 3.2    Rights, Powers, Duties and Obligations of the Trustee.

Any rights, powers, duties and obligations by any provisions of the Indenture conferred or imposed upon the Trustee shall, insofar as permitted by law, be conferred or imposed upon and exercised or performed by the Trustee with respect to the Senior Notes.

ARTICLE IV

MISCELLANEOUS

Section 4.1    Application of Second Supplemental Indenture.

Each and every term and condition contained in this Second Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Base Indenture with respect to the Senior Notes shall apply only to the Senior Notes created hereby and not to any past or future series of Securities issued under the Base Indenture.

Section 4.2    Benefits of Second Supplemental Indenture.

Nothing contained in this Second Supplemental Indenture shall or shall be construed to confer upon any Person other than a Holder of the Senior Notes, the Company, the Guarantor and the Trustee any right or interest to avail itself or himself, as the case may be, of any benefit under any provision of the Base Indenture or this Second Supplemental Indenture.

Section 4.3    Amendment of Second Supplemental Indenture.

The Company, the Guarantor and the Trustee, at any time and from time to time, may amend, modify or supplement this Second Supplemental Indenture in accordance with the provisions of Article IX of the Base Indenture.

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Section 4.4    Effective Date.

This Second Supplemental Indenture shall be effective as of the date first above written and upon the execution and delivery hereof by each of the parties hereto.

Section 4.5    Governing Law; Waiver of Jury Trial; Submission to Jurisdiction; Judgment

Currency.

THIS SECOND SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OF SUCH STATE.

EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE SENIOR NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Each of the Company, the Guarantor and the Trustee hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in the Borough of Manhattan in New York City for the purposes of all legal proceedings arising out of or relating to the Senior Notes, the Indenture or the transactions contemplated thereby. The Company, the Guarantor and the Trustee irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the Company and the Guarantor hereby designates and appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711, as its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to the Indenture which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as applicable, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit, action or proceeding and further designate its domicile, the domicile of Puglisi & Associates specified above and any domicile Puglisi & Associates may have in the future as its domicile to receive any notice hereunder (including service of process). If for any reason Puglisi & Associates (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Each of the Company and the Guarantor agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum

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due in respect of the principal of, or premium of, or interest or other amount on the Senior Notes (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the requisite amount of the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which a final unappealable judgment is entered and (b) its obligations under the Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under the Indenture. For purpose of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.

Section 4.6    Counterparts.

This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 4.7    Ratification of Base Indenture.

The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 4.8    Validity and Sufficiency.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantor.

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IN WITNESS WHEREOF, each party hereto has executed this Second Supplemental Indenture as of the day and year first before written.

XLIT LTD., as Issuer

By: /s/ Simon D. Rich        

Name: Simon D. Rich Title: Director

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SIGNED AND DELIVERED AS A DEED FOR AND ON BEHALF OF

XL GROUP PLC as Guarantor

BY ITS LAWFULLY APPOINTED ATTORNEY

/s/ Simon D. Rich            

Name: Simon D. Rich

Title: Senior Vice President & Global Treasurer

IN THE PRESENCE OF

Witness

/s/ Candida Medeiros        

Name: Candida Medeiros

Address: One Bermudiana Road

Hamilton HM08, Bermuda

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:     /s/ Raymond Delli Colli    

Name: Raymond Delli Colli

Title: Vice President

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EXHIBIT A

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES, INCLUDING THE PAYMENT OF PRINCIPAL AND INTEREST.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A-1

No. 1

CUSIP No. 98420E AA3

ISIN No. US98420EAA38

$300,000,000

XLIT LTD.

2.30% SENIOR NOTES DUE 2018

XLIT LTD., a Cayman Islands exempted company duly organized and existing under the laws of the Cayman Islands (the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of three hundred million United States dollars (U.S. $300,000,000), as such amount may be increased or decreased as set forth on the Schedule of Increases or Decreases in the Global Note annexed hereto, on December 15, 2018 (such date is hereinafter referred to as the “Stated Maturity”), and to pay interest thereon, from November 21, 2013, or from the most recent Interest Payment Date (as defined below ) to which interest has been paid or duly provided for, at the rate of 2.30% per annum to, but excluding, the relevant Interest Payment Date, until the Stated Maturity or early redemption.

Interest on this 2018 Note initially shall be payable semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing on June 15, 2014 through and including the Stated Maturity or early redemption. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this 2018 Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 and December 1, respectively (whether or not a Business Day) preceding the relevant Interest Payment Date.

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may be paid to the Person in whose name this 2018 Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of the 2018 Notes not less than 10 days prior to such Special Record Date and shall otherwise be payable, all as more fully provided in the Indenture.

Principal of and the interest on the 2018 Notes will be payable at the Corporate Trust Office, or, at the option of the Company, by check mailed to each Holder at its address set forth in the Security Register; provided, however, that if a Holder has given wire transfer instructions to the Company and the Paying Agent and Security Registrar at least ten Business Days prior to the applicable payment date, principal of and the interest on the 2018 Notes will be payable by wire transfer of immediately available funds to the account specified in such instructions.

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Interest on the 2018 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual period for which interest is computed will be computed on the basis of the actual number of days elapsed in the 180-day period.

Reference is hereby made to the further provisions of this 2018 Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if fully set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by the manual signature of one of its authorized signatories, this 2018 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the Company has caused this 2018 Note to be executed and delivered as a deed.

Dated:

XLIT Ltd.

By:

Name: Kirstin R. Gould

Title: Secretary

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IN WITNESS WHEREOF, the Company has caused this 2018 Note to be executed and delivered as a deed.

Dated: November 21, 2013

XLIT Ltd.

By:

Name: Simon D. Rich

Title: Director

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

Dated: November 21, 2013

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

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[REVERSE OF NOTE]

This 2018 Note is one of a duly authorized issue of securities of the Company designated as its “2.30% Senior Notes due 2018” (herein sometimes referred to as the “2018 Notes”), initially limited in aggregate principal amount to $300 million, issued under and pursuant to an Indenture, dated as of September 30, 2011 (the “Base Indenture”), duly executed and delivered by and among the Company, as issuer, XL Group Public Limited Company, a public company limited by shares, as guarantor (the “Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of November 21, 2013 (the “Second Supplemental Indenture”), duly executed and delivered by and among the Company, the Guarantor and the Trustee (such Base Indenture as amended and supplemented by the Second Supplemental Indenture, the “Indenture”), to which the Indenture and all subsequent indentures supplemental thereto relating to the 2018 Notes reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the 2018 Notes and of the terms upon which the 2018 Notes are, and are to be, authenticated and delivered.

The 2018 Notes are issuable only in registered form without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, 2018 Notes so issued are exchangeable for a like aggregate principal amount of 2018 Notes of a different authorized denomination, as requested by the Holder surrendering the same.

The 2018 Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the accrued and unpaid interest on the principal amount of the 2018 Notes being redeemed to the Redemption Date plus the greater of: (A) 100% of the principal amount of the 2018 Notes to be redeemed, and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the 2018 Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, as provided in, and subject to the terms of, the Indenture.

If a Tax Event with respect to the 2018 Notes occurs and is continuing, the Company may, at its option, redeem the 2018 Notes in whole, but not in part, at any time at a redemption price equal to 100% of the principal amount of the 2018 Notes, plus accrued and unpaid interest, if any, to the Redemption Date and Additional Amounts Applicable to the 2018 Notes, if any, then due or that will become due on the Redemption Date as a result of the redemption, as provided in, and subject to the terms of, the Indenture.

No sinking fund is provided for the 2018 Notes.

The 2018 Notes shall constitute the senior, unsecured and unsubordinated obligations of the Company and shall rank pari passu with all other unsecured and unsubordinated indebtedness of the Company and the Guarantor from time to time outstanding.

In the case of an Event of Default described in Section 5.01(5) or 5.01(6) of the Indenture, all unpaid principal of and accrued interest and Additional Amounts with respect to the 2018 Notes then

A-6

Outstanding shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of any 2018 Notes. In the case of all other Events of Default, if any such Event of Default shall occur and be continuing, the principal of all of the 2018 Notes, together with accrued interest to the date of declaration, may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the written consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding and affected thereby. The Indenture also contains, with certain exceptions as therein provided, provisions permitting Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this 2018 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2018 Note and of any 2018 Note issued in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this 2018 Note or such other 2018 Note.

As provided in and subject to the provisions of the Indenture, the Holder of this 2018 Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default, (ii) the Holders of not less than 25% in principal amount of the 2018 Notes that are Outstanding shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, (iii) the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity, and (iv) the Trustee shall not have received from the Holders of a majority in principal amount of the 2018 Notes that are Outstanding a direction inconsistent with such written request during such 60-day period. The foregoing shall not apply to any suit instituted by any Holder of this 2018 Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

This 2018 Note is entitled to the benefit of the Guarantee set forth in Article XI of the Indenture.

No reference herein to the Indenture and no provision of this 2018 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this 2018 Note at the times, places and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2018 Note is registrable on the Security Register upon surrender of this 2018 Note for registration of transfer at the Corporate Trust Office of the Trustee or at such other office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New York (which shall initially be an office or agency of the Trustee), or at such other offices or agencies as the Company

A-7

may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new 2018 Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees by the Security Registrar. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith.

Prior to due presentation of this 2018 Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this 2018 Note is registered as the owner thereof for all purposes, whether or not such 2018 Note be overdue, and none of the Company, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.

No recourse for the payment of the principal of (and premium, if any on) or interest on this 2018 Note and no recourse under or upon any obligation, covenant or agreement of the Company or the Guarantor in the Indenture or any indenture supplemental thereto or in any 2018 Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer or director or subsidiary, as such, past, present or future, of the Company, the Guarantor or any successor entity thereof, either directly or through the Company, the Guarantor or any successor entity, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of consideration for the issue hereof, expressly waived and released.

This 2018 Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes, including the limitations in Section 2.03 of the Base Indenture on transfers and exchanges of Global Notes.

THE INDENTURE, THE GUARANTEE AND THIS 2018 NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OF SUCH STATE.

All capitalized terms used in this 2018 Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-8

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF GIFT MIN ACT
			(Cust)
TEN ENT	- as tenants by the entireties	Custodian for:
			(Minor)
JT TEN	- as joint tenants with rights of survivorship and not as tenants in common	Under Uniform Gifts to Minors Act of:
			(State)

Additional abbreviations may also be used though not on the above list.

A-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this 2018 Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoint agent to transfer this 2018 Note on the Security Register. The agent may substitute another to act for him or her.

Dated:

Signed:

Signature Guarantee:

(Sign exactly as your name appears on the other side of this 2018 Note)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Amount of Decrease in Stated Amount of the Global Note Amount of Increase in Stated Amount of the Global Note Stated Amount of the Global Note Following Such Decrease/Increase Signature of Authorized Signatory of Trustee Date

A-11

EXHIBIT B

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES, INCLUDING THE PAYMENT OF PRINCIPAL AND INTEREST.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

B-1

No. 1

CUSIP No. 98420E AB1

ISIN No. US98420EAB11

$300,000,000

XLIT LTD.

5.25% SENIOR NOTES DUE 2043

XLIT LTD., a Cayman Islands exempted company duly organized and existing under the laws of the Cayman Islands (the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of three hundred million United States dollars (U.S. $300,000,000), as such amount may be increased or decreased as set forth on the Schedule of Increases or Decreases in the Global Note annexed hereto, on December 15, 2043 (such date is hereinafter referred to as the “Stated Maturity”), and to pay interest thereon, from November 21, 2013, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, at the rate of 5.25% per annum to, but excluding, the relevant Interest Payment Date, until the Stated Maturity or early redemption.

Interest on this 2043 Note initially shall be payable semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing on June 15, 2014 through and including the Stated Maturity or early redemption. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this 2043 Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 and December 1, respectively (whether or not a Business Day) preceding the relevant Interest Payment Date.

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may be paid to the Person in whose name this 2043 Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of the 2043 Notes not less than 10 days prior to such Special Record Date and shall otherwise be payable, all as more fully provided in the Indenture.

Principal of and the interest on the 2043 Notes will be payable at the Corporate Trust Office, or, at the option of the Company, by check mailed to each Holder at its address set forth in the Security Register; provided, however, that if a Holder has given wire transfer instructions to the Company and the Paying Agent and Security Registrar at least ten Business Days prior to the applicable payment date, principal of and the interest on the 2043 Notes will be payable by wire transfer of immediately available funds to the account specified in such instructions.

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Interest on the 2043 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual period for which interest is computed will be computed on the basis of the actual number of days elapsed in the 180-day period.

Reference is hereby made to the further provisions of this 2043 Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if fully set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by the manual signature of one of its authorized signatories, this 2043 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the Company has caused this 2043 Note to be executed and delivered as a deed.

Dated:

XLIT Ltd.

By:

Name: Kirstin R. Gould

Title: Secretary

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IN WITNESS WHEREOF, the Company has caused this 2043 Note to be executed and delivered as a deed.

Dated: November 21, 2013

XLIT Ltd.

By:

Name: Simon D. Rich

Title: Director

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

Dated: November 21, 2013

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

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[REVERSE OF NOTE]

This 2043 Note is one of a duly authorized issue of securities of the Company designated as its “5.25% Senior Notes due 2043” (herein sometimes referred to as the “2043 Notes”), initially limited in aggregate principal amount to $300 million, issued under and pursuant to an Indenture, dated as of September 30, 2011 (the “Base Indenture”), duly executed and delivered by and among the Company, as issuer, XL Group Public Limited Company, a public company limited by shares, as guarantor (the “Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of November 21, 2013 (the “Second Supplemental Indenture”), duly executed and delivered by and among the Company, the Guarantor and the Trustee (such Base Indenture as amended and supplemented by the Second Supplemental Indenture, the “Indenture”), to which the Indenture and all subsequent indentures supplemental thereto relating to the 2043 Notes reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the 2043 Notes and of the terms upon which the 2043 Notes are, and are to be, authenticated and delivered.

The 2043 Notes are issuable only in registered form without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, 2043 Notes so issued are exchangeable for a like aggregate principal amount of 2043 Notes of a different authorized denomination, as requested by the Holder surrendering the same.

The 2043 Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the accrued and unpaid interest on the principal amount of the 2043 Notes being redeemed to the Redemption Date plus the greater of: (A) 100% of the principal amount of the 2043 Notes to be redeemed, and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the 2043 Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, as provided in, and subject to the terms of, the Indenture.

If a Tax Event with respect to the 2043 Notes occurs and is continuing, the Company may, at its option, redeem the 2043 Notes in whole, but not in part, at any time at a redemption price equal to 100% of the principal amount of the 2043 Notes, plus accrued and unpaid interest, if any, to the Redemption Date and Additional Amounts Applicable to the 2043 Notes, if any, then due or that will become due on the Redemption Date as a result of the redemption, as provided in, and subject to the terms of, the Indenture.

No sinking fund is provided for the 2043 Notes.

The 2043 Notes shall constitute the senior, unsecured and unsubordinated obligations of the Company and shall rank pari passu with all other unsecured and unsubordinated indebtedness of the Company and the Guarantor from time to time outstanding.

In the case of an Event of Default described in Section 5.01(5) or 5.01(6) of the Indenture, all unpaid principal of and accrued interest and Additional Amounts with respect to the 2043 Notes then

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Outstanding shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of any 2043 Notes. In the case of all other Events of Default, if any such Event of Default shall occur and be continuing, the principal of all of the 2043 Notes, together with accrued interest to the date of declaration, may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the written consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding and affected thereby. The Indenture also contains, with certain exceptions as therein provided, provisions permitting Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this 2043 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2043 Note and of any 2043 Note issued in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this 2043 Note or such other 2043 Note.

As provided in and subject to the provisions of the Indenture, the Holder of this 2043 Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default, (ii) the Holders of not less than 25% in principal amount of the 2043 Notes that are Outstanding shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, (iii) the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity, and (iv) the Trustee shall not have received from the Holders of a majority in principal amount of the 2043 Notes that are Outstanding a direction inconsistent with such written request during such 60-day period. The foregoing shall not apply to any suit instituted by any Holder of this 2043 Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

This 2043 Note is entitled to the benefit of the Guarantee set forth in Article XI of the Indenture.

No reference herein to the Indenture and no provision of this 2043 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this 2043 Note at the times, places and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2043 Note is registrable on the Security Register upon surrender of this 2043 Note for registration of transfer at the Corporate Trust Office of the Trustee or at such other office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New York (which shall initially be an office or agency of the Trustee), or at such other offices or agencies as the Company

B-7

may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new 2043 Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees by the Security Registrar. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith.

Prior to due presentation of this 2043 Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this 2043 Note is registered as the owner thereof for all purposes, whether or not such 2043 Note be overdue, and none of the Company, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.

No recourse for the payment of the principal of (and premium, if any on) or interest on this 2043 Note and no recourse under or upon any obligation, covenant or agreement of the Company or the Guarantor in the Indenture or any indenture supplemental thereto or in any 2043 Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer or director or subsidiary, as such, past, present or future, of the Company, the Guarantor or any successor entity thereof, either directly or through the Company, the Guarantor or any successor entity, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of consideration for the issue hereof, expressly waived and released.

This 2043 Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes, including the limitations in Section 2.03 of the Base Indenture on transfers and exchanges of Global Notes.

THE INDENTURE, THE GUARANTEE AND THIS 2043 NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OF SUCH STATE.

All capitalized terms used in this 2043 Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF GIFT MIN ACT
			(Cust)
TEN ENT	- as tenants by the entireties	Custodian for:
			(Minor)
JT TEN	- as joint tenants with rights of survivorship and not as tenants in common	Under Uniform Gifts to Minors Act of:
			(State)

Additional abbreviations may also be used though not on the above list.

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this 2043 Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoint agent to transfer this 2043 Note on the Security Register. The agent may substitute another to act for him or her.

Dated:

Signed:

Signature Guarantee:

(Sign exactly as your name appears on the other side of this 2043 Note)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Amount of Decrease in Stated Amount of the Global Note Amount of Increase in Stated Amount of the Global Note Stated Amount of the Global Note Following Such Decrease/Increase Signature of Authorized Signatory of Trustee Date

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EX-5.1

Exhibit 5.1

[Letterhead of Morgan, Lewis & Bockius LLP]

November 21, 2013

XL Group Public Limited Company

XLIT Ltd.

XL House, 8 St. Stephen's Green,

Dublin, Ireland 2

RE: XLIT Ltd., Registration Statement on Form S-3 (Registration No. 333-177869)

Ladies and Gentlemen:

We have acted as special United States counsel to XL Group Public Limited Company, a public company limited by shares, incorporated under the laws of Ireland (the “Company”), and its wholly-owned subsidiary, XLIT Ltd., a Cayman Islands exempted company (“XL-Cayman”), in connection with (i) the proposed issuance and sale by XL-Cayman of XL-Cayman’s 2.30% Senior Notes due 2018 (the “2018 Notes”) and 5.25% Senior Notes due 2043 (the “2043 Notes,” and together with the 2018 Notes, the “Notes”), which are fully and unconditionally guaranteed with respect to the payment of principal, premium, if any, and interest thereon (the “Guarantees” and, together with the Notes, the “Securities”) by the Company, (ii) a statement of eligibility on Form T-1 of Wells Fargo Bank, National Association, which was filed by the Company with the Commission on November 20, 2013 (iii) the filing by the Company and XL-Cayman with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) of the Preliminary Prospectus Supplement, dated November 18, 2013 (the “Preliminary Prospectus Supplement”), and the Final Prospectus Supplement, dated November 18, 2013 (the “Final Prospectus Supplement”), to a Registration Statement on Form S-3 filed by the Company and XL-Cayman with the SEC on November 9, 2011 (Registration No. 333-177869) (the “Registration Statement”) relating to the Securities and (iv) the filing by the Company and XL-Cayman with the SEC of a free writing prospectus, dated November 18, 2013 (the “Term Sheet”), relating to the Securities.

In connection with this opinion letter, we have examined the Registration Statement, the Preliminary Prospectus Supplement, the Final Prospectus Supplement and the Term Sheet. We have also examined and relied upon the indenture, dated as of September 30, 2011 (the “Base Indenture”), between the Company, XL-Cayman, and Wells Fargo Bank, National Association, as trustee, as supplemented by the Second Supplemental Indenture dated as of November 21, 2013 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), certificates or statements of public officials, certificates of officers of the Company and XL-Cayman and copies of such other documents, corporate records and other instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed.

XL Group Public Limited Company

XLIT Ltd.

November 21, 2013

Page 2

We have assumed, without any independent investigation or verification of any kind, the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

We have also assumed for purposes of our opinion without any independent investigation or verification of any kind, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Indenture will constitute a legal, valid and binding obligation of the Trustee, and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

Based upon the foregoing, and subject to the further limitations and qualifications set forth below, we are of the opinion that the Notes are the valid, binding and enforceable obligations of XL-Cayman, the Guarantees are the valid, binding and enforceable obligations of the Company, and the Notes and the Guarantees are entitled to the benefits of the Indenture.

The opinions expressed above are subject to the following limitations and qualifications:

Under applicable law, guarantors may be entitled to certain rights or protections which as a matter of statutory or common law may not be waived or altered. We express no opinion herein as to the enforceability of any provisions of the Guarantees which purport to waive or alter such rights or protections, except to the extent permitted by law.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company or XL-Cayman, (a) we have assumed that each party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company or XL-Cayman), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors' rights.

We note that the designation in Section 4.5 of the Supplemental Indenture of the U.S. federal courts sitting in New York City as the venue for actions or proceedings relating to such Securities is (notwithstanding the waiver in Section 4.5) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such an action or proceeding.

We also note that the waivers of defenses contained in Article XI of the Base Indenture may be ineffective to the extent that any such defense involves a matter of public policy in New York.

XL Group Public Limited Company

XLIT Ltd.

November 21, 2013

Page 3

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York (excluding for such purposes any matter relating to the insurance laws and regulations of such jurisdictions).

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 caption “Legal Matters.” In giving this consent, we do not admit that we are acting within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

MORGAN, LEWIS & BOCKIUS LLP

EX-5.2

Exhibit 5.2

[Letterhead of Maples and Calder]

to the Addressees named in the First Schedule

21 November 2013

Dear Sirs

XLIT Ltd.

We have acted as counsel as to Cayman Islands law to XLIT Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the "Company"), and XL Group plc, an Irish public limited company (the "Guarantor"), in connection with the offering of the Company’s U.S.$300,000,000 2.30% Senior Notes due 2018 and U.S.$300,000,000 5.25% Senior Notes due 2043 (collectively, the "Notes"), the payment of principal, premium, if any, and interest on which is fully and unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantor, to be issued under an indenture dated as of 30 September, 2011 (the "Base Indenture") and a second supplemental indenture thereto dated as of 21 November, 2013 (the "Second Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each among the Company, the Guarantor and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The prospectus dated 9 November 2011 together with the preliminary prospectus supplement relating to the Securities dated 18 November 2013 is herein called the "Pricing Prospectus" and the prospectus dated 9 November 2011 together with the prospectus supplement relating to the Securities dated 18 November 2013 is herein called the "Final Prospectus".

1 Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 The Certificate of Incorporation of the Company dated 16 March 1998 and the Certificates of Incorporation on Change of Name of the Company dated 7 August 1998, 1 February 1999, 1 July 2010 and 8 November 2011.

1.2 The Amended and Restated Memorandum and Articles of Association of the Company as adopted pursuant to special resolution of the Company dated 8 November 2011 (the "Memorandum and Articles").

1.3 The excerpt of the minutes (the "Minutes") of the meeting of the board of directors of the Company (the "Directors") held on 24 October 2013 (the "Meeting") and the corporate records of the Company maintained at its registered office in the Cayman Islands.

1.4 A certificate of good standing with respect to the Company issued by the Cayman Islands Registrar of Companies dated 20 November 2013 (the "Certificate of Good Standing").

1.5    A certificate from a Director a copy of which is attached to this opinion letter (the "Director's Certificate").

1.6    The Pricing Prospectus and the Final Prospectus.

1.7    The transaction documents listed in the Second Schedule (the "Transaction Documents").

2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the

completeness and accuracy of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 The Transaction Documents and the Notes have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.2 Where we have been provided with successive drafts of a Transaction Document marked to show changes to a previous draft, all such changes have been accurately marked.

2.3 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

2.4    All signatures, initials and seals are genuine.

2.5 The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents.

2.6 There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Transaction Documents and the Notes.

2.7    The Notes will be issued and authenticated in accordance with the provisions of Indenture.

2.8 No monies paid to or for the account of any party under the Transaction Documents represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law, 2008 and the Terrorism Law (2011 Revision), respectively).

2.9 No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Notes.

2.10 There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York.

3 Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands.

3.2 The Company has all the requisite power and authority under the Memorandum and Articles to enter into, execute and perform its obligations under the Transaction Documents and the Notes, including the issue and offer of the Notes pursuant to the Transaction Documents.

3.3 The execution and delivery of the Transaction Documents do not, and the issue and offer of the Notes by the Company and the performance by the Company of its obligations thereunder will not, conflict with or result in a breach of any of the terms or provisions of the Memorandum and Articles or any law, public rule, decree or regulation applicable to the Company currently in force in the Cayman Islands.

3.4 The execution, delivery and performance of the Transaction Documents have been duly authorised by and on behalf of the Company and the Transaction Documents have been duly executed and delivered on behalf of the Company.

3.5 The Notes have been duly authorised by the Company and when the Notes are signed in facsimile or manually by a director or officer of the Company on behalf of the Company and, if appropriate, authenticated in the

manner set forth in the Indenture and delivered against due payment therefor will be duly executed, issued and delivered.

3.6 The Company is not entitled to any immunity under the laws of the Cayman Islands whether characterised as sovereign immunity or otherwise for any legal proceedings in the Cayman Islands to enforce or to collect upon the Transaction Documents or the Notes.

4 Qualifications

The opinions expressed above are subject to the following qualifications:

4.1 To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

4.2 We are not qualified to opine as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Transaction Documents or the Notes.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K that will be incorporated by reference into the registration statement on Form S-3 (No. 333-155777). In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

We express no view as to the commercial terms of the Transaction Documents or the Notes or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

This opinion letter is to be construed restrictively. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Transaction Documents and express no opinion or observation upon the terms of any such document. This opinion letter may be relied upon by Morgan, Lewis & Bockius LLPfor the purposes solely of any legal opinion that they may be required to give with respect to the transactions contemplated by the Transaction Documents.

Yours faithfully

/S/ MAPLES AND CALDER

Maples and Calder

First Schedule

Addressees

1 XLIT Ltd.

XL House

8 St. Stephen's Green

Dublin 2

Ireland

2 XL Group plc

XL House

8 St. Stephen's Green

Dublin 2

Ireland

Second Schedule

Transaction Documents

1 Underwriting Agreement dated 18 November 2013 among the Company, the Guarantor and Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (the "Underwriting Agreement").

2 The Base Indenture (including the Guarantees) and the Second Supplemental Indenture.

3 The global certificate evidencing the Notes executed by the Company and authenticated by the Trustee.

EX-5.3

Exhibit 5.3

[Letterhead of A&L Goodbody]

Our refcmc 01400538Your refDate21 November 2013

XL Group plc

XL House

8 St. Stephens Green,

Dublin 2

Ireland

XLIT Ltd.

XL House

8 St. Stephens Green,

Dublin 2

Ireland

XLIT Ltd.

US$300,000,000 2.30% Senior Notes Due 2018

US$300,000,000 5.25% Senior Notes Due 2043

Guaranteed by XL Group plc

Dear Sirs,

We have acted as legal advisers as to matters of Irish law to XL Group plc, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at XL House, 8 St. Stephens Green, Dublin 2, Ireland (the Guarantor) and XLIT Ltd., a company incorporated in the Cayman Islands with its registered office at XL House, 8 St. Stephens Green, Dublin 2, Ireland (the Issuer) in connection with (a) the provision of the guarantees by the Guarantor (the Guarantees) in respect of the obligations of the Issuer under the US$300,000,000 2.3% Senior Notes Due 2018 (the 2018 Notes) and the US$300,000,000 5.25% Senior Notes Due 2043 (the 2043 Notes) issued by the Issuer (the 2018 Notes and the 2043 Notes together the Notes) pursuant to (a) the indenture (the Indenture) dated 30 September 2011 and made among the Issuer, the Guarantor and Wells Fargo Bank, National Association (the Trustee); and (b) the second supplemental indenture thereto (the Second Supplemental Indenture) dated 21 November 2013 made among the Issuer, the Guarantor and the Trustee.

Documents Examined

1. For the purposes of giving this Opinion we have examined (i) the registration statement on Form S-3 (file No.333-177869) filed with the United States Securities and Exchange Commission (the Commission) under the Securities Act of 1993 of the United States of America, as amended (the Securities Act) (the Registration Statement) and the prospectus supplement dated 18 November 2013 (the Supplement) each published in connection with the Notes and the Guarantees (together the Offering Documents); (ii) the documents set out in Schedule 1 (the Transaction Documents, and together with the Offering Documents, the Issue Documents) and (iii) the corporate documents set out in Schedule 2 (the Corporate Documents and, together with the Issue Documents, the Documents).

Bases of Opinion

2.

2.1    Terms defined in the Issue Documents have the same meaning in this Opinion.

2.2 This Opinion is confined to matters of Irish law applied by the courts of Ireland as at the date hereof and is given on the basis that it shall be governed by and construed in accordance with Irish law without reference to the provisions of other laws imported by private international law. We have made no investigation of, and express no opinion as to, the laws of any other jurisdiction. We have no knowledge of whether, or to what extent, the laws of a jurisdiction other than Ireland would affect this Opinion.

2.3 This Opinion is limited strictly to the matters stated herein and is not to be read as extending by implication or otherwise to any other matter.

2.4 This Opinion is given as of the date hereof and may not be relied upon as of any later date.

Assumptions

3. For the purposes of issuing this Opinion we have made and relied on the following assumptions without any responsibility on our part if any assumption proves to be untrue as we have not independently verified any assumption:

3.1 the authenticity of all documents submitted to us as originals and the completeness and conformity to the originals of all copies of documents of any kind furnished to us;

3.2 that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of such meetings and/or the subject-matter which they purport to record and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such minutes were duly passed and are in full force and effect;

3.3 the genuineness of the signatures and seals on all original and copy documents which we have examined;

3.4 that the memorandum and articles of association of the Guarantor are correct and up to date;

3.5 the accuracy and completeness as to factual matters of the representations and warranties of the Guarantor contained in the Documents and the accuracy of all certificates provided to us by the Guarantor;

3.6 that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transaction as disclosed by the Issue Documents;

3.7 without having made any investigation, that as a matter of the laws of the State of New York and all other applicable law (other than the laws of Ireland), the terms and conditions of the Notes and the provisions of the Transaction Documents constitute legal, valid, binding and enforceable obligations of each of the parties thereto;

3.8 the accuracy and completeness of all information appearing on public records;

3.9 that the Guarantor has entered into the Transaction Documents in good faith, for its legitimate business purposes, for good consideration, and that it will derive commercial benefit from the Transaction;

3.10 that (a) the Guarantor will be fully solvent at the time of and immediately following its entry into the Transaction Documents and the filing of the Registration Statement; (b) the Guarantor will not become insolvent as a consequence of doing any act or thing which the Transaction Documents or the Registration Statement contemplates, permits or requires the Guarantor to do (including providing the Guarantees); (c) no resolution or petition for the appointment of a liquidator or examiner has been passed or presented in relation to the Guarantor; and (d) no receiver has been appointed in relation to any of the assets or undertaking of the Guarantor;

3.11 that the proceeds of the issue of the Notes were not directly or indirectly used to finance a purchase, or subscription made or to be made, by any person for any shares in the Guarantor;

3.12 no authorisations, approvals, licences, exemptions or consents of governmental or regulatory authorities with respect to the agreements or arrangements referred to in the Registration Statement or with respect to the entry of the Guarantor into the Transaction Documents are or will be required to be obtained;

3.13 that, for the purposes of Directive 2003/71/EC, no offering of the Notes will be made to the public within the European Economic Area and no application will be made to have the Notes admitted to the official list or to trading on any regulated market situated or operating within the European Economic Area; and

3.14 the Transaction Documents or the Notes and the transactions and other matters contemplated thereby are not and will not be affected by any financial restrictions arising from orders made by the Minister for Finance under the Financial Transfers Act 1992, the Criminal Justice (Terrorist Offences) Act 2005, the European Communities Act 1972 or European Communities Regulations being directly applicable or having direct effect in Ireland. Orders which have been made under those acts and regulations that are in effect at the date of this Opinion impose restrictions on financial transfers involving residents of certain countries, certain named individuals and certain named entities arising from the implementation in Ireland of United Nations and EU sanctions.

Opinion

4. We express no opinion as to any matters falling to be determined other than under the laws of Ireland and, without reference to provisions of other laws imported by Irish private international law, in Ireland as of the date of this Opinion. Subject to that qualification and to the other qualifications set out herein, we are of the opinion that:

4.1 the Guarantor is a public company duly incorporated with limited liability under the laws of Ireland and is a separate legal entity, subject to suit in its own name. Based only on searches carried out in the Irish Companies Registration Office on 21 November 2013, the Guarantor is validly existing under the laws of Ireland;

4.2 the Guarantor has the necessary power and authority to enable it to execute, deliver and perform the obligations undertaken by it under the Transaction Documents;

4.3 the execution of the Transaction Documents has been duly authorised by the Guarantor;

4.4 the execution, delivery and performance by the Guarantor of the Transaction Documents will not:

4.4.1    cause any law, regulation, rule or order of Ireland to be contravened; or

4.4.2 result in a breach of any of the terms or provisions of the Memorandum or Articles of Association of the Guarantor; and

4.5 the Guarantor is not entitled to claim any immunity from suit, execution, attachment or other legal process in Ireland.

Qualifications

5. The opinions set forth in this opinion letter are given subject to the following qualifications:

5.1 this opinion is given subject to general provisions of Irish law relating to insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court scheme of arrangement, administration and examination, and the fraudulent preference of creditors and other Irish law generally affecting the rights of creditors;

5.2 this opinion is subject to the general laws relating to the limitation of actions in Ireland;

5.3 a determination, description, calculation, opinion or certificate of any person as to any matter provided for in the Transaction Documents might be held by the Irish courts not to be final, conclusive or binding

if it could be shown to have an unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;

5.4 additional interest imposed by any clause of any Transaction Documents might be held to constitute a penalty and the provisions of that clause imposing additional interest would thus be held to be void. The fact that such provisions are held to be void would not in itself prejudice the legality and enforceability of any other provisions of the Transaction Documents but could restrict the amount recoverable by way of interest under the Transaction Documents;

5.5 the Offering Documents have been prepared by the Issuer and we have not investigated or verified the truth or accuracy of the information contained therein, nor have we been responsible for ensuring that no material information has been omitted therefrom; and

5.6 we express no opinion on any taxation matters.

Reliance

6.

6.1 This Opinion may be relied upon by the Issuer’s legal advisers, Morgan, Lewis & Bockius LLP and Kirstin Gould, Executive Vice President, General Counsel and Secretary of the Guarantor.

6.2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the prospectus constituting a part of the Registration Statement, and in the prospectus supplement related to the offering of the Notes, under the heading “Legal Matters” as counsel for the Guarantor who have passed, in accordance with the terms of this Opinion, on the validity as to matters of Irish law of the Notes being registered by the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Yours faithfully

/s/ A&L GOODBODY

A&L Goodbody

SCHEDULE 1

Transaction Documents

7. Indenture among the Issuer, the Guarantor and the Trustee dated 30 September 2011.

8. Second Supplemental Indenture among the Issuer, the Guarantor and the Trustee dated 21 November2013.

SCHEDULE 2

• Corporate Certificate of the Guarantor dated 21 November 2013 including, inter alia;

◦ Resolutions of the directors of the Guarantor;

◦ Certified copy of the Certificate of Incorporation, Certificate of Re-registration as a public limited company and Memorandum and Articles of Association of the Guarantor; and

◦ Copies of the Power of Attorney.