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 28, 2011

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.)

No. 1 Hatch Street Upper, 4th Floor, Dublin, Ireland	2
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +353 (1) 405-2033

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):

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On November 29, 2011, XL Group plc (the “Company”) entered into an agreement and release (the “Agreement and Release”) with David B. Duclos, its Chief Executive, Insurance Operations, following receipt of Mr. Duclos’ resignation on November 28, 2011. Pursuant to the Agreement and Release, Mr. Duclos’ employment with the Company will terminate upon his retirement on December 31, 2011 (the “Termination Date”). The Agreement and Release provides that, no later than the Termination Date, Mr. Duclos will resign from all officer positions with the Company and its affiliates as well as his membership on all boards of directors and committees of the Company and its affiliates. The Agreement and Release is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

          The Agreement and Release provides for: (i) payment of base salary through the Termination Date; (ii) provided Mr. Duclos reexecutes a general release of claims against the Company and its affiliates, a lump sum cash payment of $2,134,375; (iii) eligibility for an annual bonus for 2011, as determined by the Management Development and Compensation Committee of the Board in its discretion; (iv) reimbursement for business expenses incurred prior to the Termination Date; (v) medical benefit plan coverage for Mr. Duclos and his dependents until the earlier of (x) 24 months from the Termination Date and (y) the date Mr. Duclos becomes eligible to receive medical benefits from another employer; (vi) the vesting of a portion of Mr. Duclos’ performance units equal to (A) the percentage of the performance units earned based upon the extent, if any, of attainment of certain performance goals at the end of 2011, multiplied by (B) a fraction, the numerator of which is the number of days during the performance period for the performance units ending on the Termination Date and the denominator of which is the number of days in the full performance period; and (vii) a payment of $192,467 representing the amount payable under the Company’s 2009 Cash Long-Term Program and Mr. Duclos’ unvested supplemental deferred cash award. Mr. Duclos’ benefits under the retirement and deferred compensation plans of the Company will be paid in accordance with the terms of the plans and his elections made thereunder. The Agreement and Release contains Mr. Duclos’ release of claims against the Company and its affiliates as well as non-competition, non-solicitation, confidentiality, non-disparagement and cooperation provisions.

          The Agreement and Release provides that all stock options and restricted stock granted to Mr. Duclos under the Company’s equity-based incentive compensation plans will, to the extent unvested, become vested on the Termination Date. All of the Company stock options held by Mr. Duclos will be exercisable until the earlier of the term set forth in the applicable stock option agreement and five years following the Termination Date, after which time they will terminate.

          The Agreement and Release also provides for indemnification of Mr. Duclos by the Company to the maximum extent permitted by applicable law and the Company’s charter documents with respect to claims based on actions or failures to act by him in his capacity as an officer, director or employee of the Company or its affiliates or in any other capacity in which he served at the request of the Company or an affiliate. The Company is also required to maintain directors’ and officers’ liability coverage in an amount equal to at least $75,000,000 for a period of six years following the Termination Date.

          The payments and benefits provided for in the Agreement and Release are substantially the same as those required under Mr. Duclos’ employment agreement, including the terms of the applicable plans and requirements of applicable law, with the exception of the stock option and restricted stock provisions which have been agreed in consideration for Mr. Duclos’ extraordinary efforts during his tenure.

(e) On November 29, 2011, the Company also entered into a consulting agreement with Mr. Duclos under which Mr. Duclos will provide consulting services to the Company for a one year period beginning January 1, 2012. Mr. Duclos will receive a consulting fee of $500,000 for his consulting services, and he will be subject to certain restrictive covenants including non-competition, non-solicitation and confidentiality covenants. The consulting agreement is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 8.01. Other Events.

XL Group plc issued a press release on November 29, 2011 announcing Mr. Duclos’ retirement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.	Description
10.1	Agreement and Release, dated November 29, 2011, between XL Group plc and David B. Duclos.
10.2	Consulting Agreement, dated November 29, 2011, between XL Group plc, XL Specialty Insurance Company, Inc. and David B. Duclos.
99.1	Press Release (“Greg Hendrick to Lead XL Group plc Insurance Operations, Dave Duclos to Retire”) dated November 29, 2011.

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: December 1, 2011
	XL Group plc      (Registrant)
	By:	/s/ Kirstin R. Gould
		Name:	Kirstin R. Gould
		Title:	General Counsel and Secretary

EX-10.1

Exhibit 10.1

AGREEMENT AND RELEASE

                    This Agreement and Release (“Agreement”) is entered into as of this 29^th day of November, 2011, between XL Group plc (the “Company”) and David B. Duclos (the “Executive”).

                    The Executive and the Company agree as follows:

                    1. The employment relationship between the Executive and the Company will continue until December 31, 2011 (the “Termination Date”), at which time it shall terminate. Effective on the Termination Date or such earlier date requested in writing by the Company, the Executive will resign all officer positions with the Company and its Affiliates (as defined below) as well as his membership on all Boards of Directors and Committees of the Company and its Affiliates.

                    2. In consideration for the covenants of the Executive and the release of claims by the Executive contained herein and in full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates, the Company shall pay, or provide benefits to, the Executive as follows:

          (a) the Company shall pay the Executive’s base salary, at the rate in effect on the date hereof, through the Termination Date in accordance with its normal payroll practices;

          (b) provided the Executive executes, on December 31, 2011, the general release of claims attached hereto as Exhibit A and does not revoke such release prior to the end of the seven day statutory revocation period, the Company shall make a lump sum cash payment to the Executive on February 29, 2012 in an amount equal to $2,134,375;

          (c) the Executive shall be eligible to receive an annual bonus for calendar year 2011 as determined by the Management Development and Compensation Committee (the “MDCC”) of the Board of Directors of the Company in its discretion, and any such annual bonus shall be paid to the Executive on or after January 1, 2012 and on or prior to March 15, 2012, with the actual payment date to be determined by the Company within such range;

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          (d) the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Termination Date in accordance with the Company’s expense reimbursement program;

          (e) stock options and restricted stock granted to the Executive under the Company’s equity-based incentive compensation plans (a complete list of which is attached hereto as Exhibit B) will, to the extent unvested, become vested on the Termination Date, all of the Company stock options held by the Executive will expire on the earlier of the term set forth in the applicable option agreement or five (5) years following the Termination Date;

          (f) the Executive will be entitled to elect medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) continuation for the Executive (and the Executive’s dependents, if any) for a period of twenty-four (24) months following the Termination Date under the Company’s medical benefit plans upon substantially the same terms and conditions as is then in existence for other executives during the coverage period; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease; and further provided that the Executive shall pay the full cost thereof (contemplated to be the COBRA premium cost) and monthly during such period (whether or not the Executive elects such coverage) the Company shall pay the Executive an amount equal to the difference between such amount and the amount paid by active executives for comparable coverage plus an additional amount such that the Executive shall have no after tax cost for such payment and the additional amount;

          (g) the Executive’s vested accrued benefits under the Company’s pension and deferred compensation plans shall be paid to the Executive in accordance with the terms of such plans;

          (h) a portion of the Executive’s 107,318 Performance Units granted as of February 28, 2010 (60,208) and 2011 (47,110), respectively, will vest equal to (i) the percentage of the Performance Units earned based upon the extent, if any, of attainment of the performance goals for the Performance Units as measured at the end of calendar year 2011 (as determined by the MDCC), multiplied by (ii) a fraction, the numerator of which is the number of days during the Performance Period for the Performance Units ending on the Termination Date and the denominator of which is the number of days in the full Performance Period. Shares of Company common stock equal to the number of such vested Performance Units will be distributed to the Executive on or after January 1, 2012 and on or prior to March 15, 2012, with the actual payment date to be determined by the Company within such range; and

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          (i) the Company shall pay the Executive an amount equal to $192,467 (representing the total of the amounts due to the Executive under the Company’s 2009 Cash Long-Term Program and the Executive’s unvested supplemental deferred cash award), and such amount shall be paid to the Executive on or after January 1, 2012 and on or prior to March 15, 2012, with the actual payment date to be determined by the Company within such range.

                    3. The Executive acknowledges and agrees that he is not entitled to any salary, bonuses, long-term or short-term incentive compensation or other compensation, payments, rights or benefits of any kind in respect of his employment with the Company and/or other positions with its Affiliates, the termination of such employment and/or other positions, or under any of the compensation or benefit plans of the Company or its Affiliates, except as provided by this Agreement or under any benefit or equity plan or arrangement or as indemnification or director and officers liability insurance coverage.

                    4. In consideration of the above, the sufficiency of which the Executive hereby acknowledges, the Executive, on behalf of the Executive and the Executive’s heirs, executors, administrators, representatives, agents and assigns (the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Company and its members, shareholders, parents, Affiliates, subsidiaries, divisions, any and all current and former directors, officers, employees, agents, and contractors (in their capacities as such) and their heirs and assigns, and any and all employee pension benefit or welfare benefit plans of the Company or its Affiliates, including current and former trustees and administrators of such employee pension benefit and welfare benefit plans (collectively, the “Releasees”), from all claims, actions, causes of action, rights, judgments, obligations, damages, charges, accountings, demands or liabilities of whatever kind or character, in law or in equity, whether known or unknown, (collectively, the “Claims”) which may have existed or which may now exist from the beginning of time to the date of this Agreement, including, without limitation, any Claims the Releasors may have arising from or relating to the Executive’s employment, hiring or entering into employment or termination from employment with the Company or its Affiliates or relating to the Employment Agreement or any other agreement between the Executive and the Company or an Affiliate, and any Claims the Releasors may have under: the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991 (which prohibit discrimination in employment based upon race, color, sex, religion and national origin); the Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Family and Medical Leave Act of 1993 (which prohibits discrimination based on requesting or taking a family or medical leave); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based upon race); Section 1985(3) of the Civil Rights Act of 1871 (which prohibits conspiracies to discriminate); the Employee Retirement Income Security Act of 1974, as amended (which governs employee benefits); any other federal, state, local or foreign laws against discrimination; or any other federal, state, local or foreign statute, or common law relating to employment, wages, hours,

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or any other terms and conditions of employment. This includes a release by the Releasors of any Claims for wrongful discharge, breach of contract, torts or any other Claims in any way related to the Executive’s employment with, hiring by or termination from the Company or its Affiliates. This release also includes a release of any Claims for age discrimination under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers’ Benefit Protection Act and the applicable rules and regulations promulgated thereunder (“ADEA”). The ADEA requires that the Executive be advised to consult with an attorney before the Executive waives any claim under ADEA. In addition, the ADEA provides the Executive with at least twenty-one (21) days to decide whether to waive claims under ADEA and seven (7) days after the Executive signs the Agreement to revoke that waiver. This release does not release the Company from any obligations due to the Executive under this Agreement, under any benefit or equity plan, under Sections 9 and 18 of the Employment Agreement dated as of July 25, 2008 between Executive and the Company, and the Executive is not waiving any right of indemnification or rights of advancement of legal fees he may have under the Company’s charter documents, the Deed Poll entered into by XL Group Ltd on July 1, 2010, applicable law or otherwise or the right to coverage under any directors & officers liability insurance maintained by the Company.

                    5. The Executive understands that by signing this Agreement the Executive is prevented from filing, commencing or maintaining any action, complaint, or proceeding with regard to any of the Claims released hereby. However, nothing in this Agreement precludes the Executive from filing a charge with an administrative agency or from participating in an agency investigation to the extent such rights cannot be waived under applicable law. The Executive is, however, waiving his right to recover money in connection with any such charge or investigation. The Executive is also waiving his right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency. In addition to waiving and releasing the Claims covered by the release of Claims above, the Executive promises not to sue any Releasee in any forum for any reason covered by the release of Claims set forth above, provided that the foregoing shall not apply to class actions provided the Executive opts out immediately when given the opportunity. This covenant by the Executive not to sue is different from the release of Claims, which will provide the Company a defense in the event the Executive violates the release of Claims. If the Executive violates this covenant not to sue by suing a Releasee, the Executive may be liable to that party for monetary damages. More specifically, if the Executive sues a Releasee in violation of this covenant not to sue, the Executive will be required to pay that Releasee’s attorneys’ fees and other costs incurred as a result of having to defend against the suit. However, nothing in this Agreement prevents the Executive from challenging the validity of the release set forth in Section 4 above solely as it relates to the ADEA. This Section shall not apply to any rights or claims that the Executive may have for a breach of this Agreement.

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                    6. The Executive understands and agrees that the consideration provided for herein is more than the Executive would otherwise be entitled to if he did not agree to the provisions of Section 4 above.

                    7. The Executive waives any right to reinstatement or future employment with the Company following the Executive’s separation from the Company.

                    8. For 24 months following the Executive’s termination of employment, (i) the Executive agrees not to make any disparaging statements about the Company, its Affiliates or their current or former officers, directors and/or employees, to anyone, including but not limited to the Company’s customers, competitors, suppliers, employees, former employees or the press or other media and (ii) the Company agrees that it, officially, and its directors, members of its Leadership Team or members of its Insurance Segment Executive Board shall not make any disparaging statements about the Executive to anyone, except, in either case, if placed under legal compulsion to do so by a court or other governmental authority or such statements are normal competitive type statements or rebuttal of statements by the other.

                    9. (a) The Executive covenants that he shall not, without the prior written consent of the Company, use for the Executive’s own benefit or the benefit of any other person or entity other than the Company and its Affiliates or disclose to any person, other than an employee of the Company or other person to whom disclosure is made in the course of the performance by the Executive of his duties in the employ of the Company, any confidential, proprietary, secret or privileged information about the Company or its Affiliates or their business or operations, including, but not limited to, information concerning trade secrets, know-how, software, data processing systems, policy language and forms, inventions, designs, processes, formulae, notations, improvements, financial information, business plans, prospects, referral sources, lists of suppliers and customers, legal advice and other information with respect to the affairs, business, clients, customers, agents or other business relationships of the Company or its Affiliates. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret, confidential, proprietary or privileged information or data relating to the Company or any of its Affiliates or predecessor companies, and their respective businesses, which shall have been obtained by the Executive during his employment, unless and until such information has become known to the public generally (other than as a result of unauthorized disclosure by the Executive) or unless he is required to disclose such information by a court or by a governmental body with apparent authority to require such disclosure. The foregoing covenant by the Executive shall be without limitation as to time and geographic application and this Section 9 shall apply in accordance with its terms after employment has terminated for any reason. The Executive acknowledges and agrees that he shall have no authority to waive any attorney-client or other privilege without the express prior written consent of the MDCC as evidenced by the signature of the Company’s General Counsel.

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                    (b) For the avoidance of doubt, all trademarks, policy language or forms, products or services (including products and services under development), trade names, trade secrets, service marks, designs, computer programs and software, utility models, copyrights, know-how and confidential information, applications for registration of any of the foregoing and the right to apply for them in any part of the world (whether any of the foregoing shall be registered or unregistered) created or discovered or participated in by the Executive during the course of his employment or under the instructions of the Company or its Affiliates are and shall be the absolute property of the Company and its Affiliates, as appropriate. Without limiting the foregoing, the Executive hereby assigns to the Company any and all of the Executive’s right, title and interest, if any, pertaining to the insurance and reinsurance (including, without limitation, finite insurance and reinsurance), risk assumption, risk management, brokerage, financial and other products or services developed or improved upon by the Executive (including, without limitation, any related “know-how”) while employed by the Company or its Affiliates, including any patent, trademark, trade name, copyright, ownership or other right that may pertain thereto.

                    (c) Since the Executive has obtained in the course of the Executive’s employment with the Company and its Affiliates knowledge of trade names, trade secrets, know-how, products and services (including products and services under development), techniques, methods, lists, computer programs and software and other confidential information relating to the Company and its Affiliates, and their employees, clients, business or business opportunities, the Executive hereby undertakes that for the period from the date hereof through the first anniversary of the Termination Date without the prior written consent of the Company:

          (i) the Executive will not (either alone or jointly with or on behalf of others and whether directly or indirectly) encourage, entice, solicit or endeavor to encourage, entice or solicit away from employment with the Company or its Affiliates, or hire or cause to be hired, any officer or senior underwriting, claims, actuarial or business development employee of the Insurance Segment of the Company or its Affiliates (or any individual who was within the prior twelve months such an officer or employee of the Company or its Affiliates), or encourage, entice, solicit or endeavor to encourage, entice or solicit any such officer or employee to violate the terms of any employment agreement or arrangement between such individual and the Company or any of its Affiliates, provided that the foregoing shall not be violated by advertising not specifically targeted at the foregoing persons or by serving as a personal referral at any such person’s request to any entity with which Executive is not associated;

          (ii) the Executive will not (either alone or jointly with or on behalf of others and whether directly or indirectly) interfere with or disrupt or seek to interfere with or disrupt (A) the relationships between the Company and its Affiliates, on the one hand, and any customer or client of the Company and its

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Affiliates, on the other hand, (including any insured or reinsured party) who during the period of twenty-four months immediately preceding such termination shall have been such a customer or client, or (B) the supply to the Company and its Affiliates of any services by any supplier or agent or broker who during the period of twenty-four months immediately preceding such termination shall have supplied services to any such person, nor will the Executive interfere or seek to interfere with the terms on which such supply or agency or brokering services during such period as aforesaid have been made or provided; and

          (iii) the Executive will not (either alone or jointly with or on behalf of others and whether directly or indirectly) whether as an employee, consultant, partner, principal, agent, distributor, representative or stockholder (except solely as a less than one percent stockholder of a publicly traded company), engage in any activities in Bermuda, the United States or greater London if such activities are competitive with the businesses that (i) are then being conducted by the Company or its Affiliates and (ii) during the period of the Executive’s employment were either being conducted by the Company or its Affiliates or actively being developed by the Company or its Affiliates.

                     (d) For purposes of this Agreement, an “Affiliate” of the Company includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company, and such term shall specifically include, without limitation, the Company’s majority-owned subsidiaries.

                     (e) The limitations on the Executive set forth in this Section shall also apply to any agent or other representative acting on behalf of the Executive.

                    (f) While the restrictions aforesaid are considered by both parties to be reasonable in all the circumstances, it is recognized that restrictions of the nature in question may fail for reasons unforeseen and accordingly it is hereby declared and agreed that if any of such restrictions or the geographic, duration or other scope thereof shall be adjudged to be void as going beyond what is reasonable in the circumstances for the protection of the interests of the Company and its Affiliates but would be valid if part of the wording thereof were deleted and/or the periods (if any) thereof reduced and/or geographic or other area dealt with thereby reduced in scope then said restrictions shall apply with such modifications as may be necessary to make them valid and effective.

                    (g) The Executive acknowledges that the Company and its Affiliates will suffer irreparable injury, not readily susceptible of valuation in monetary damages, if the Executive breaches his obligations under Section 9 hereof. Accordingly, the Executive agrees that the Company and its Affiliates will be entitled, in addition to any other available remedies, to obtain injunctive relief against any breach or prospective breach by the Executive of

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his obligations under Section 9 hereof in any Federal or state court sitting in the City and State of New York or court sitting in Bermuda or the United Kingdom, or, at the Company’s or any Affiliate’s election, in any other jurisdiction in which the Executive maintains his residence or his principal place of business. The Executive hereby submits to the non-exclusive jurisdiction of all those courts for the purposes of any actions or proceedings instituted by the Company or its Affiliates to obtain such injunctive relief or otherwise enforce this Agreement, and the Executive agrees that process in any or all of those actions or proceedings may be served by registered mail or delivery, addressed to the last address of the Executive known to the Company or its Affiliates, or in any other manner authorized by law. The Executive further agrees that, in addition to any other remedies available to the Company or its Affiliates by operation of law or otherwise, because of any breach by the Executive of his obligations under Section 9 hereof he will forfeit any and all rights to any payments, distributions or benefits to which he might otherwise then be entitled by virtue of this Agreement and such payments, distributions or benefits may be suspended so long as any good faith dispute with respect thereto is continuing.

                    10. The Executive shall be provided indemnification by the Company to the maximum extent permitted by applicable law and its charter documents against expenses incurred and damages paid or payable by the Executive with respect to claims based on actions or failures to act by the Executive in his capacity as an officer, director or employee of the Company or its Affiliates on in any other capacity, including any fiduciary capacity, in which the Executive served at the request of the Company or an Affiliate. In addition, he shall be covered by a directors & officers liability policy with coverage for all directors and officers of the Company in an amount equal to at least US$75,000,000. Such directors & officers liability insurance shall be maintained in effect for a period of six years following the Termination Date. The indemnification in this Section is in addition to, and not in lieu of, any indemnification or insurance rights that exist at law or pursuant to the Company’s charter documents, employee benefit plans or the Deed Poll executed by XL Group Ltd on July 1, 2010.

                    11. On or before the Termination Date (or such other date specified by the Company in a written notice to the Executive), the Executive shall return all property of the Company and its Affiliates in the Executive’s possession or control, including, but not limited to, the Company’s credit, telephone, identification and similar cards, keys, cellular phones, computer equipment, software and peripherals and originals and copies of books, records, and other information pertaining to the business of the Company or its Affiliates. Notwithstanding the foregoing, subject to oversight by the Company’s Information Security Department, Executive may retain his rolodex and electronic address books provided that they only contain contact information.

                    12. The Executive shall, at the request of the Company, reasonably cooperate with the Company in the defense and/or investigation of any third party claim, dispute or

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any investigation or proceeding, whether actual or threatened, including, without limitation, meeting with attorneys and/or other representatives of the Company to provide reasonably requested information regarding same and/or participating as a witness in any litigation, arbitration, hearing or other proceeding between the Company or an Affiliate and a third party or any government body with regard to matters related to Executive’s employment period with the Company. The Company shall reimburse the Executive for all reasonable expenses and costs incurred by him in connection with such assistance including, without limitation, reasonable travel expenses.

                    13. This Agreement shall be governed by and construed in accordance with the laws of New York, without reference to the principles of conflict of laws thereof.

                    14. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld therefrom pursuant to any applicable law or regulation.

                    15. This Agreement represents the complete agreement between the Executive and the Company concerning the subject matter in this Agreement and supersedes all prior agreements or understandings, written or oral, including the Employment Agreement. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

                    16. Each of the sections contained in this Agreement shall be enforceable independently of every other section in this Agreement, and the invalidity or nonenforceability of any section shall not invalidate or render unenforceable any other section contained in this Agreement.

                    17. For a period of seven (7) days following the execution of this Agreement, the Executive may revoke this Agreement, and this Agreement shall not become effective or enforceable until the revocation period has expired. Any such revocation must be effected by delivery of a written notification of revocation of the Agreement to the Associate General Counsel, Global Labor & Employment Matters of the Company prior to the end of such seven (7) day revocation period. In the event that the Agreement is revoked by the Executive, the Company shall have no obligations under the Agreement, no amounts will be payable under this Agreement, and this Agreement shall be deemed to be void ab initio and of no further force or effect.

                    18. This Agreement has been entered into voluntarily and not as a result of coercion, duress, or undue influence. The Executive acknowledges that he has read and fully understands the terms of this Agreement and has been advised to consult with, and has consulted with, an attorney before executing this Agreement. Additionally, the Executive acknowledges that he has been afforded the opportunity of at least 21 days to consider this Agreement.

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                    19. The Company will require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, of all, or substantially all, of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if such succession or assignment had not taken place.

                    20. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, heirs, distributees, devisees and legatees. If the Executive dies while any amounts are still payable to his hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

                    21. It is intended that this Agreement will comply with Sections 409A and 457A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines issued thereunder, to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. Except in the event of the Company’s failure to comply with its obligations, the Company shall not have any obligation to indemnify or otherwise protect the Executive from any obligation to pay any taxes pursuant to Sections 409A or 457A of the Code. With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

                    22. Each of XL Insurance Ltd and XL Re Ltd (together, the “Guarantors”) hereby agrees to be jointly and severally liable together with the Company, for the performance of all obligations and duties, and the payment of all amounts, due to the Executive under this Agreement. In case of the failure of the Company to punctually pay any of the amounts necessary to satisfy the obligations, the Guarantor shall cause such amounts to be paid punctually when and as the same shall become due and payable as if such payment were made by the Company. This is a guaranty of payment and not collection.

                    23. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent

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by courier, or by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such arty may subsequently by similar process give notice of:

If to the Company:
	XL Group plc
	No. 1 Hatch Street Upper, 4th Floor
	Dublin 2, Ireland
	Att’n: General Counsel
If to the Executive:
	To the last address delivered to
	the Company by the Executive in
	the manner set forth herein.

                    24. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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                    The parties to this Agreement have executed this Agreement as of the day and year first written above.

XL GROUP PLC
By:	/s/ Kirstin R. Gould
	Name: Kirstin Romann Gould
	Title: EVP, General Counsel & Secretary
DAVID B. DUCLOS
/s/ David B. Duclos
GUARANTORS:
XL INSURANCE (BERMUDA) LTD
By:	/s/ Kirstin R. Gould
	Name: Kirstin Romann Gould
	Title: EVP, General Counsel & Secretary
XL RE LTD
By:	/s/ Kirstin R. Gould
	Name: Kirstin Romann Gould
	Title: EVP, General Counsel & Secretary

Exhibit A

General Release

                    This General Release (“Release”) is executed on this 31^st day of December 2011, by David B. Duclos (the “Executive”) pursuant to the Agreement and Release between XL Group plc (the “Company”) and the Executive (the “Agreement”).

                    1. As a condition to, and in consideration for, the payments set forth in the Agreement, the Executive, on behalf of the Executive and the Executive’s heirs, executors, administrators, representatives, agents and assigns (the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Company and its members, shareholders, parents, Affiliates, subsidiaries, divisions, any and all current and former directors, officers, employees, agents, and contractors (in their capacities as such) and their heirs and assigns, and any and all employee pension benefit or welfare benefit plans of the Company or its Affiliates (as defined in the Agreement), including current and former trustees and administrators of such employee pension benefit and welfare benefit plans (collectively, the “Releasees”), from all claims, actions, causes of action, rights, judgments, obligations, damages, charges, accountings, demands or liabilities of whatever kind or character, in law or in equity, whether known or unknown, (collectively, the “Claims”) which may have existed or which may now exist from the beginning of time to the date of this Agreement, including, without limitation, any Claims the Releasors may have arising from or relating to the Executive’s employment, hiring or entering into employment or termination from employment with the Company or its Affiliates or relating to the Employment Agreement (as defined in the Agreement) or any other agreement between the Executive and the Company or an Affiliate, and any Claims the Releasors may have under: the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991 (which prohibit discrimination in employment based upon race, color, sex, religion and national origin); the Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Family and Medical Leave Act of 1993 (which prohibits discrimination based on requesting or taking a family or medical leave); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based upon race); Section 1985(3) of the Civil Rights Act of 1871 (which prohibits conspiracies to discriminate); the Employee Retirement Income Security Act of 1974, as amended (which governs employee benefits); any other federal, state, local or foreign laws against discrimination; or any other federal, state, local or foreign statute, or common law relating to employment, wages, hours, or any other terms and conditions of employment. This includes a release by the Releasors of any Claims for wrongful discharge, breach of contract, torts or any other Claims in any way related to the Executive’s employment with, hiring by or termination from the Company or its Affiliates. This release also includes a release of any Claims for age discrimination under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers’ Benefit Protection Act and the applicable rules and regulations promulgated thereunder (“ADEA”). The ADEA requires that the Executive be advised to consult with an attorney before the Executive waives any claim

under ADEA. In addition, the ADEA provides the Executive with at least twenty-one (21) days to decide whether to waive claims under ADEA and seven (7) days after the Executive signs the Agreement to revoke that waiver. This release does not release the Company from any obligations due to the Executive under the Agreement, under any benefit or equity plan or under Sections 9 and 18 of the Employment Agreement dated as of January 25, 2008 between Executive and the Company, and the Executive is not waiving any right of indemnification or rights to advancement of legal fees he may have under the Company’s charter documents, the Deed Poll executed by XL Group Ltd on July 1, 2010, applicable law or otherwise or the right to coverage under any directors & officers liability insurance maintained by the Company.

                    2. The Executive understands that by signing this Release the Executive is prevented from filing, commencing or maintaining any action, complaint, or proceeding with regard to any of the Claims released hereby. However, nothing in this Agreement precludes the Executive from filing a charge with an administrative agency or from participating in an agency investigation to the extent such rights cannot be waived under applicable law. The Executive is, however, waiving his right to recover money in connection with any such charge or investigation. The Executive is also waiving his right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency. In addition to waiving and releasing the Claims covered by the release of Claims above, the Executive promises not to sue any Releasee in any forum for any reason covered by the release of Claims set forth above, provided that the foregoing shall not apply to class actions provided Executive opts out immediately when given the opportunity. This covenant by the Executive not to sue is different from the release of Claims, which will provide the Company a defense in the event the Executive violates the release of Claims. If the Executive violates this covenant not to sue by suing a Releasee, the Executive may be liable to that party for monetary damages. More specifically, if the Executive sues a Releasee in violation of this covenant not to sue, the Executive will be required to pay that Releasee’s attorneys’ fees and other costs incurred as a result of having to defend against the suit. However, nothing in this Release prevents the Executive from challenging the validity of the release solely as it relates to the ADEA. This Section shall not apply to any rights or claims that the Executive may have for a breach of the Agreement.

                    3. This Release has been entered into voluntarily and not as a result of coercion, duress, or undue influence. The Executive acknowledges that he has read and fully understands the terms of this Release and has been advised to consult with, and has consulted with, an attorney before executing this Release. Additionally, the Executive acknowledges that he has been afforded the opportunity of at least 21 days to consider this Release.

                    4. For a period of seven (7) days following the execution of this Release, the Executive may revoke this Release, and this Release shall not become effective or enforceable until the revocation period has expired. Any such revocation must be effected by delivery of a written notification of revocation of the Agreement to the Associate General Counsel, Global Labor & Employment Matters of the Company prior to the end of such seven (7) day revocation period. In the event that the Release is revoked by the Executive, the

Company shall have no obligations under Section 2(b) of the Agreement, and no amount will be payable to the Executive under Section 2(b) of the Agreement.

                    5. This Release shall be governed by and construed in accordance with the laws of New York, without reference to the principles of conflict of laws thereof.

                    IN WITNESS WHEREOF, the undersigned has duly executed this Release on the date first written above.

DAVID B. DUCLOS

Exhibit B

Options

Grant Date	Shares Subject to Option	Option Price	Expiration Date
03/05/2004	5,000	$77.10	03/05/2014
03/04/2005	20,000	$75.48	03/04/2015
02/24/2006	30,000	$67.93	02/24/2016
01/01/2008	50,000	$50.31	12/31/2016
02/21/2008	50,000	$36.90	12/31/2016
08/11/2008	100,000	$19.62	12/31/2016
02/27/2009	150,000	$3.31	12/31/2016
02/28/2010	122,087	$18.27	12/31/2016
02/28/2011	112,821	$23.35	12/31/2016

Restricted Shares

Grant Date	Unvested Shares (Vest on Termination Date)
03/10/2007		1,250
02/28/2008		5,750
02/28/2008		500

Performance Units

Grant Date	Target Units at Grant		Proration Factor*			Prorated Target Units at Term**
02/28/2010		60,208		66.6058	%		40,103
02/28/2011		47,110		33.3029	%		15,689

* Proration factor calculated as the number of active service days within the applicable three year cycle divided by the number of actual days within the three year performance cycle

** Prorated Target Units for each performance unit award will be adjusted for actual performance through 2011 fiscal year end and delivered as shares to the participants brokerage account at Merrill Lynch by March 15, 2012

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

                    CONSULTING AGREEMENT, dated as of November 29, 2011, by and between XL Group plc, an Irish corporation and XL Specialty Insurance Company, Inc. (collectively, the “Company”), and David B. Duclos (the “Consultant”), an individual.

                    WHEREAS, the Consultant was employed by the Company as its Chief Executive, Insurance Operations; and

                    WHEREAS, the Company desires to retain the services of the Consultant, and the Consultant desires to be retained by the Company, subject to and in accordance with the terms and conditions set forth herein; and

                    WHEREAS, the Consultant and the Company have agreed to the noncompetition, nonsolicitation and confidentiality provisions set forth herein.

                    NOW, THEREFORE, in consideration of the conditions and covenants set forth herein, the parties hereto hereby agree as follows:

                    1. Agreement. The Company hereby retains the Consultant as a consultant to the Company on and subject to the terms and conditions set forth herein, and the Consultant hereby accepts such consultancy, on and subject to such terms and conditions.

                    2. Consulting Services. During the Consulting Term (as defined below), the Consultant shall provide such consulting services to the Company commensurate with his status and experience as the former Chief Executive, Insurance Operations of the Company with respect to such matters as shall be reasonably requested from time to time by the Chief Executive Officer of the Company. Such services shall include services in connection with the Company’s ongoing operations consistent with Company guidelines as set forth in the attached appendix and/or in connection with the defense and/or investigation of any third party claim or any investigation or proceeding relating to the Company or its Affiliates (as defined below). The Company and the Consultant intend that the Consultant’s services pursuant to this Agreement will be no greater than 35 hours per month, which is less than 20% of the average level of services performed by the Consultant over the last three years of his employment with the Company. The Consultant shall not, by virtue of the consulting services provided hereunder, be considered an officer or employee of the Company, and he shall have no power or authority to contract in the name of or bind the Company or its Affiliates. The Consultant shall be free at all times to arrange the time and manner of performance of the consulting services described herein. As an independent contractor, the mode, manner, method and means used by the Consultant in the performance of services shall be of the Consultant’s selection and under the sole control and direction of the Consultant. The Consultant shall be responsible for all risks incurred in the operation of the Consultant’s business and shall enjoy all the benefits thereof. In addition, the Consultant will comply, at the Consultant’s own expense, with the provisions of all state, local, and federal laws, regulations, ordinances, requirements, and codes which are applicable to the performance

of services hereunder. The forgoing requirement includes, but is not limited to, all state, local, and federal laws relating to employment discrimination.

                    3. Consulting Fee. During the Consulting Term, in consideration of the services to be provided by the Consultant to the Company described herein and in consideration for the covenants of the Consultant set forth herein, the Company shall pay the Consultant a fee in the amount of $500,000 per year, payable in the amount of $125,000 on each of March 31, 2012, July 31, 2012, October 31, 2012 and December 31, 2012. The Consultant shall not be entitled to participate in any employee benefit plans maintained by the Company or any of its Affiliates by reason of this Agreement.

                    4. Consulting Term. The period during which the Consultant will be retained by the Company to provide the consulting services hereunder shall commence on January 1, 2012 and shall terminate on [December 31, 2012], unless sooner terminated as provided in this Section 4 (the “Consulting Term”). Notwithstanding the foregoing, the Consulting Term will end on the date of the Consultant’s death or termination of service due to his Permanent Disability (as defined below), and the Consulting Term may be terminated by the Company for Cause (as defined below). For purposes of this Agreement, the term “Cause” shall mean the Consultant’s (a) fraud or dishonesty in connection with the performance or provision by the Consultant of his services under this Agreement, (b) material breach of any of the terms of this Agreement or (c) the Consultant’s conviction of, or plea of nolo contendere to, a felony. For purposes of this Agreement, the term “Permanent Disability” means those circumstances where the Consultant has been unable to provide his services as described in this Agreement for at least 60 continuous days because of physical, mental or emotional incapacity resulting from injury, sickness or disease, and will be unable to continue to provide his services as described in this Agreement for a total of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Consultant (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

                    5. Reimbursement of Expenses. The Company shall reimburse the Consultant for all reasonable expenses incurred by him in the course of performing his services under this Agreement (which expenses are consistent with the Company’s policies in effect from time to time with respect to travel and other business expenses), subject to the Company’s requirements with respect to reporting and documentation of expenses.

                    6. Noncompetition and Nonsolicitation. Since the Consultant has obtained in the course of his employment with the Company, and is likely to obtain in the course of his service as a consultant hereunder, knowledge of trade names, trade secrets, know-how, products and services (including products and services under development), techniques, methods, lists, computer programs and software and other confidential information relating to the Company and its Affiliates, and their employees, clients, business or business opportunities, the Consultant hereby undertakes that, during the period beginning on the date hereof and ending on December 31, 2012:

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                    (a) the Consultant will not (either alone or jointly with or on behalf of others and whether directly or indirectly) encourage, entice, solicit or endeavor to encourage, entice or solicit away from employment with the Company or its Affiliates, or hire or cause to be hired, any officer or senior underwriting, claims, actuarial or business development employee of the Insurance Segment of the Company or its Affiliates (or any individual who was within the prior twelve months such an officer or employee of the Company or its Affiliates), or encourage, entice, solicit or endeavor to encourage, entice or solicit any such officer or employee to violate the terms of any employment agreement or arrangement between such individual and the Company or any of its Affiliates;

                    (b) the Consultant will not (either alone or jointly with or on behalf of others and whether directly or indirectly) interfere with or disrupt or seek to interfere with or disrupt (A) the relationships between the Company and its Affiliates, on the one hand, and any customer or client of the Company and its Affiliates, on the other hand, (including any insured or reinsured party) who during the period of twenty-four months immediately preceding the date of this Agreement shall have been such a customer or client, or (B) the supply to the Company and its Affiliates of any services by any supplier or agent or broker who during the period of twenty-four months immediately preceding the date of this Agreement shall have supplied services to any such person, nor will the Consultant interfere or seek to interfere with the terms on which such supply or agency or brokering services during such period as aforesaid have been made or provided; and

                    (c) the Consultant will not (either alone or jointly with or on behalf of others and whether directly or indirectly) whether as an employee, consultant, partner, principal, agent, distributor, representative or stockholder (except solely as a less than one percent stockholder of a publicly traded company), engage in any activities in Bermuda, the United States or greater London if such activities are competitive with the businesses that (i) are then being conducted by the Company or its Affiliates and (ii) during the period of the Consultant’s employment or consultancy were either being conducted by the Company or its Affiliates or actively being developed by the Company or its Affiliates.

               For purposes of this Agreement, an “Affiliate” of the Company includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company, and such term shall specifically include, without limitation, the Company’s majority-owned subsidiaries.

               The limitations on the Consultant set forth in this Section 6 shall also apply to any agent or other representative acting on behalf of the Consultant.

               While the restrictions aforesaid are considered by both parties to be reasonable in all the circumstances it is recognized that restrictions of the nature in question may fail for reasons unforeseen and accordingly it is hereby declared and agreed that if any of such restrictions or the geographic, duration or other scope thereof shall be adjudged to be void as going beyond what is reasonable in the circumstances for the protection of the interests of the Company and its Affiliates but would be valid if part of the wording thereof were deleted and/or the periods (if any) thereof reduced and/or geographic or other area dealt with thereby reduced in scope then

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said restrictions shall apply with such modifications as may be necessary to make them valid and effective.

                    7. Confidential Information. The Consultant covenants that he shall not, without the prior written consent of the Company, use for his own benefit or the benefit of any other person or entity other than the Company and its Affiliates or disclose to any person, other than an employee of the Company or other person to whom disclosure is necessary to the performance by the Consultant of his duties as a consultant to the Company, any confidential, proprietary, secret, or privileged information about the Company or its Affiliates or their business or operations, including, but not limited to, information concerning trade secrets, know-how, software, data processing systems, policy language and forms, inventions, designs, processes, formulae, notations, improvements, financial information, business plans, prospects, referral sources, lists of suppliers and customers, legal advice and other information with respect to the affairs, business, clients, customers, agents or other business relationships of the Company or its Affiliates (the “Confidential Information”). The Consultant shall hold in a fiduciary capacity for the benefit of the Company all secret, confidential proprietary or privileged information or data relating to the Company or any of its Affiliates or predecessor companies, and their respective businesses, which shall have been obtained by the Consultant during his employment or consultancy, unless and until such information has become known to the public generally (other than as a result of unauthorized disclosure by the Consultant) or unless he is required to disclose such information by a court or by a governmental body with apparent authority to require such disclosure. The foregoing covenant by the Consultant shall be without limitation as to time and geographic application. The Consultant acknowledges and agrees that he shall have no authority to waive any attorney-client or other privilege without the express prior written consent of the Management Development and Compensation Committee of the Company’s Board of Directors as evidenced by the signature of the Company’s General Counsel.

                    8. Return of Company Property. The Consultant agrees that, upon the expiration or termination of the Consulting Term, he will immediately return to the Company all materials containing or reflecting the Confidential Information and all copies, reproductions and summaries thereof, in his possession or under his control and shall erase all Confidential Information from all media in his possession or under his control, and, if the Company so requests, shall certify in writing that he has done so. All Confidential Information is and shall remain the property of the Company or its Affiliates, as the case may be.

                    9. Indemnification. The Company shall indemnify the Consultant against expenses incurred and damages paid or payable by him with respect to claims based on actions or failures to act by the Consultant in his capacity as a consultant under this Agreement, but not including expenses incurred or damages paid or payable by the Consultant arising out of his gross negligence or willful misconduct.

                    10. General Provisions.

                    (a) This Agreement constitutes the entire understanding of the Company and the Consultant with respect to the subject matter hereof and supersedes all prior understandings, written or oral, with respect thereto. The terms of this Agreement may be changed, modified or discharged only by an instrument in writing signed by the parties hereto. A failure of the Com-

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pany or the Consultant to insist on strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision hereof. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

                     (b) This Agreement shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of New York, without regard to its conflict of laws provisions.

                     (c) This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

                     (d) Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by courier, or by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:
	XL Group plc
	No. 1 Hatch Street Upper, 4th Floor
	Dublin 2, Ireland
	Att’n: General Counsel
If to the Consultant:
	To the last address delivered to
	the Company by the Consultant in
	the manner set forth herein.

                     (e) The Consultant and the Company agree that the Consultant is acting as an independent contractor to the Company for all purposes with regard to the performance of his services hereunder during the Consulting Term, including, without limitation, for US Federal (including social security and unemployment), state and local tax purposes. The Consultant shall be solely responsible for fulfilling when due all Federal, state and local income tax and self-employment tax obligations arising in connection with his consultancy for the Company. Should the Company be required to pay any such tax or payment, the Consultant shall promptly reimburse the Company for such tax or payments, including any interest and penalties with respect thereto. Should it be determined that any payment hereunder is subject to withholding of tax under applicable law, all payments to be made hereunder shall be net of applicable income, employment, social security or other taxes required to be withheld therefrom.

                     (f) The Consultant acknowledges that the Company and its Affiliates will suffer irreparable injury, not readily susceptible of valuation in monetary damages, if the Consultant

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breaches his obligations under Section 6 or 7 hereof. Accordingly, the Consultant agrees that the Company and its Affiliates will be entitled, in addition to any other available remedies, to obtain injunctive relief against any breach or prospective breach by the Consultant of his obligations under Section 6 or 7 hereof in any Federal or state court sitting in the City and State of New York or court sitting in Bermuda or the United Kingdom, or, at the Company’s or any Affiliate’s election, in any other jurisdiction in which the Consultant maintains his residence or his principal place of business. The Consultant hereby submits to the non-exclusive jurisdiction of all those courts for the purposes of any actions or proceedings instituted by the Company or its Affiliates to obtain such injunctive relief or otherwise enforce this Agreement, and the Consultant agrees that process in any or all of those actions or proceedings may be served by registered mail or delivery, addressed to the last address of the Consultant known to the Company or its Affiliates, or in any other manner authorized by law. The Consultant further agrees that, in addition to any other remedies available to the Company or its Affiliates by operation of law or otherwise, because of any breach by the Consultant of his obligations under Section 6 or 7 hereof he will forfeit any and all rights to any payments to which he might otherwise then be entitled by virtue of this Agreement and such payments may be suspended so long as any good faith dispute with respect thereto is continuing.

                    (g) This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. No rights or obligations of the Consultant under this Agreement may be assigned or transferred by him. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation or amalgamation or scheme of arrangement in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes by operation of law or in writing duly executed by the assignee or transferee all of the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law.

                    (h) It is intended that this Agreement will comply with Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to so comply, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 10(h) shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Consultant from the obligation to pay any taxes pursuant to Section 409A or 457A of the Code. With respect to any reimbursement arrangements of the Company and its Affiliates that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement under any such arrangement in one calendar year may not affect the amount eligible for reimbursement under such arrangement in any other calendar year, (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit.

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Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized representative and the Consultant has hereunto set his hand as of the day and year first above written.

CONSULTANT
/s/ David B. Duclos
David B. Duclos
XL GROUP PLC
By:	/s/ Kirstin R. Gould                                                                                    .
	Name: Kirstin Romann Gould
	Title: EVP, General Counsel & Secretary
XL SPECIALTY INSURANCE COMPANY, INC.
By:	/s/ Daniel J. Losito                                                                                     .
	Name: Daniel J. Losito
	Title: Assistant Secretary

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Appendix: Scope of Services

It is expected, that in the course of Mr. Duclos’s Consulting Term that, as a representative of XL Group, he will:

• Maintain key broker relationships and work to ensure a transition plan for key contacts to a new internal resource.

• Provide assistance with regulatory agencies.

• Attend and represent XL at key industry events as needed and requested by the Insurance CE and/or XL’s Chief Executive Officer.

• Act as a senior advisor to XL’s Chief Executive Officer on key Insurance business matters including, but not limited to, potential acquisitions, and the addition of new business lines.

• Assist with on-boarding the Manager of Global Networks to ensure a smooth transition into the Company.

• Continue to work with the “Distribution Team” to ensure successful implementation of remaining goals.

• Act as a sounding board for other strategic work streams like playbook and operations sub teams.

• Continue search for the Chief Executive of International Property and Casualty role.

• Advise and assist the IPC business as needed during transition to new leadership.

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EX-99.1

Exhibit 99.1

One Bermudiana Road
Hamilton HM 08
PO Box HM 2245
Hamilton HM JX
Bermuda
Phone       +1 441 292 8515
Fax           +1 441 292 5280
xlgroup.com

Press Release

Contact:	David Radulski	Carol Parker Trott
	Investor Relations	Media Relations
	(441) 294-7460	(441) 294-7290

GREG HENDRICK TO LEAD XL GROUP PLC INSURANCE
OPERATIONS, DAVE DUCLOS TO RETIRE

CHANGE IN INSURANCE LEADERSHIP WILL COMMENCE IN 2012

Hamilton, Bermuda – November 29, 2011 - XL Group plc (“XL”) (NYSE: XL) today announced that Greg Hendrick will become Chief Executive of XL’s insurance segment upon the retirement of Dave Duclos, the current insurance head. Mr. Hendrick, currently XL’s Executive Vice President, Strategic Growth, will assume the new position on January 1, 2012. Mr. Duclos, whose retirement becomes effective on December 31, 2011, will continue as a consultant to XL through 2012 to advise on and assist with the transition.

Commenting on the transition, XL’s Chief Executive Officer Mike McGavick said: “I want to thank Dave for his dedication and leadership throughout his tenure at XL. In an ever changing industry, Dave has played an integral role in guiding and positioning XL for the future. We are sorry to see him go, but wish Dave well on his well-deserved retirement and in all future endeavors.”

Mr. McGavick continued: “At the same time, I’m thrilled to announce that one of XL’s sharpest talents, Greg Hendrick, will be assuming the leadership of our insurance segment, following Dave’s retirement. With over 17 years at XL, as an underwriter, a head of one of our most successful reinsurance businesses, and most recently as the head of strategy for the entire enterprise, Greg has distinguished himself. For the past year he has led the Fresh Start review of each of our underwriting businesses,

examining and helping align the strategy for each book. In this new role, I believe that Greg’s continued influence on our insurance operations will serve us well as XL’s success continues.”

During his career with XL, Mr. Hendrick has held various senior leadership positions including President and Chief Underwriting Officer of XL’s Bermuda-based reinsurance company, Senior Vice President and Chief Property Underwriter for Bermuda reinsurance operations and Vice President and Underwriter of XL Mid Ocean Re.

As the Head of XL’s Office of Strategic Growth since October 2010, Mr. Hendrick has been responsible for guiding XL’s strategic planning, focused on enhancing the Company’s operational efficiencies and further growing XL’s underwriting businesses. The strategy portfolio will be shared among Mr. Hendrick, Sarah Street, XL’s Chief Investment Officer and Jamie Veghte, Chief Executive of XL’s reinsurance segment.

Mr. Duclos has served as Executive Vice President and Chief Executive of XL’s insurance operations since 2008. Prior to this position, Mr. Duclos was Chief Operating Officer for XL’s insurance operations, Executive Vice President of Global Specialty Lines and Senior Vice President responsible for US Program operations. Prior to joining XL, he worked for over three years at Kemper Insurance Company in various senior level positions. Mr. Duclos began his career with CIGNA Corporation where he spent 21 years in various regional and national management roles in the field and home office.

About XL Group plc

XL Group plc, through its subsidiaries, is a global insurance and reinsurance company providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. XL is the company clients look to for answers to their most complex risks and to help move their world forward. Its principal offices are located at No.1 Hatch Street Upper, 4^th Floor, Dublin 2, Ireland. To learn more, visit www.xlgroup.com

This press release contains forward-looking statements. Such statements involve inherent risks and uncertainties. Statements that are not historical facts, including statements about XL’s beliefs or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations, all of which involve risk and uncertainty. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual events or results to differ materially from those in such forward-looking statements is set forth in XL’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and XL’s other documents on file with the Securities and Exchange Commission. XL undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise.

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