XL CAPITAL LTD (Form: 8-K12B, Received: 07/01/2010 09:05:55)

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): June 30, 2010

XL GROUP

Public Limited Company

(Exact Name of Registrant as Specified in its Charter)

Ireland	1-10804	98-0665416
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

No. 1 Hatch Street Upper, 4 ^th 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)

XL Group Ltd.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	1-10804	98-0191089
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

XL House, One Bermudiana Road, Hamilton, Bermuda		HM08
(Address of Principal Executive Offices)		(Zip Code)


Registrant’s telephone number, including area code: (441) 292-8515

XL Capital Ltd
(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:

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))

Background

At 1:01 a.m., Bermuda time, on July 1, 2010 (the “Effective Time”), XL Group plc, an Irish public limited company (“XL-Ireland”), and XL Group Ltd. (formerly known as XL Capital Ltd), a Cayman Islands exempted company (“XL-Cayman”), completed their previously disclosed scheme of arrangement under Cayman Islands law (the “Scheme of Arrangement”) that effected a transaction (the “Redomestication”) that resulted in the Class A ordinary shareholders of XL-Cayman becoming ordinary shareholders of XL-Ireland and XL-Cayman becoming a subsidiary of XL-Ireland, and in accordance with the Scheme of Arrangement, the following steps occurred effectively simultaneously at the Effective Time:

1. all XL-Cayman Class A ordinary shares outstanding immediately prior to the Effective Time were transferred to XL-Ireland;

2. in consideration therefor, XL-Ireland (i) issued ordinary shares of XL-Ireland (on a one-for-one basis) to the holders of whole XL-Cayman Class A ordinary shares that were transferred to XL-Ireland and (ii) will pay to the holders of fractional Class A ordinary shares of XL-Cayman an amount in cash for their fractional ordinary shares based on the average of the high and low trading prices of the XL-Cayman Class A ordinary shares on the New York Stock Exchange, Inc. (the “NYSE”) on June 30, 2010; and

3. all XL-Ireland shares in issue prior to the Effective Time (which were held solely by XL-Cayman and certain of its subsidiaries) were redeemed by XL-Ireland at nominal value and cancelled.

Prior to the Redomestication, the XL-Cayman Class A ordinary shares were listed on the NYSE under the symbol “XL” and registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In connection with the Redomestication, XL-Cayman requested that the NYSE file with the SEC an application on Form 25 to strike the XL-Cayman Class A ordinary shares from listing on the NYSE and the XL-Cayman Class A ordinary shares from registration under Section 12(b) of the Exchange Act. XL-Cayman expects to file a Form 15 with the SEC to terminate the registration of the XL-Cayman Class A ordinary shares under Section 12(g) of the Exchange Act and to suspend its duty under Section 15(d) of the Exchange Act to file reports required by Section 13(a) of the Exchange Act with respect to the XL-Cayman Class A ordinary shares.

The XL-Ireland ordinary shares are deemed registered under Section 12(b) of the Exchange Act pursuant to Rule 12g-3(a) under the Exchange Act. The issuance of the ordinary shares by XL-Ireland in the Redomestication was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), under Section 3(a)(10) of the Securities Act. The XL-Ireland ordinary shares will begin trading on the NYSE under the symbol “XL,” the same symbol under which the XL-Cayman Class A ordinary shares previously traded, at the opening of the NYSE on July 1, 2010. The XL-Ireland ordinary shares also will begin trading on the Bermuda Stock Exchange in place of the XL-Cayman Class A ordinary shares at the opening of the Bermuda Stock Exchange on July 1, 2010.

In addition, on July 1, 2010, XL Capital Ltd changed its name to XL Group Ltd.

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the Redomestication (as defined above), XL-Ireland and XL-Cayman, as the case may be, entered into the following agreements:

Supplemental ESU Agreements

As of June 30, 2010, XL-Ireland and XL-Cayman entered into the First Supplement (the “PCA Supplement”) to the Purchase Contract Agreement, dated as of August 5, 2008 (the “Purchase Contract Agreement”), between XL-Cayman and The Bank of New York Mellon, as purchase contract agent and attorney-in-fact for the holders of XL-Cayman’s 10.75% Equity Security Units (the “ESUs”). The PCA Supplement provides for, among other things, (i) the assumption of XL-Cayman’s obligations under the Purchase Contract Agreement and the forward purchase contracts underlying the ESUs (the “Contracts”) by XL Company Switzerland GmbH, a Swiss limited liability company and a wholly owned direct subsidiary of XL-Cayman and, following completion of the Redomestication, a

wholly owned indirect subsidiary of XL-Ireland (“XL-Switzerland”), (ii) a guarantee of XL-Switzerland’s obligations under the Purchase Contract Agreement and the Contracts by XL-Cayman, (iii) a guarantee by XL-Ireland of XL-Switzerland’s obligations to make payments on the Contracts and deliver shares pursuant to the terms of the Purchase Contract Agreement and the Contracts and of XL Cayman’s obligations under the Purchase Contract Agreement and the Contracts and (iv) ordinary shares of XL-Ireland to be delivered in place of Class A ordinary shares of XL-Cayman upon settlement of the Contracts. A copy of the PCA Supplement is filed herewith as Exhibit 4.1 and is incorporated by reference into this Item 1.01, and the foregoing information is qualified in its entirety by reference to Exhibit 4.1.

As of June 30, 2010, XL-Cayman entered into the First Amendment (the “Pledge Amendment”) to the Pledge Agreement, dated as of August 5, 2008 (the “Pledge Agreement”), between XL-Cayman and The Bank of New York Mellon, as collateral agent, custodial agent, securities intermediary, purchase contract agent and attorney-in-fact for the holders of the ESUs from time to time. The Pledge Amendment provides for, among other things, (i) the assumption of XL-Cayman’s obligations under the Pledge Agreement by XL-Switzerland and (ii) XL-Cayman to be held jointly and severally liable for any and all obligations of XL-Switzerland under the Pledge Agreement. A copy of the Pledge Amendment is filed herewith as Exhibit 4.2 and is incorporated by reference into this Item 1.01, and the foregoing information is qualified in its entirety by reference to Exhibit 4.2.

As of June 30, 2010, XL-Ireland and XL-Cayman entered into the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) to the Indenture, dated as of June 2, 2004 (the “Base Indenture”), between XL-Cayman and The Bank of New York, as trustee, as supplemented by the Fifth Supplemental Indenture, dated as of August 5, 2008 (the “Fifth Supplemental Indenture”), between XL-Cayman and The Bank of New York Mellon (as successor to The Bank of New York), as trustee. The Sixth Supplemental Indenture provides for, among other things, a guarantee of XL-Cayman’s obligations under the Indenture, the Fifth Supplemental Indenture and the 8.25% Senior Notes due 2021 issued pursuant thereto by XL-Ireland. A copy of the Sixth Supplemental Indenture is filed herewith as Exhibit 4.3 and is incorporated by reference into this Item 1.01, and the foregoing information is qualified in its entirety by reference to Exhibit 4.3.

Supplemental XLCFE Notes Indenture

On June 30, 2010, XL-Cayman entered into the Supplemental Indenture (the “XLCFE Supplemental Indenture”) to the Indenture (the “XLCFE Indenture”), dated as of January 10, 2002, by and among XL Capital Finance (Europe) plc (“XLCFE”), XL-Cayman and State Street Bank and Trust Company. The XLCFE Supplemental Indenture provides for, among other things, the assumption of XL-Cayman’s obligations under the guarantee of XLCFE’s obligations under the XLCFE Indenture and the securities issued pursuant thereto by XL-Switzerland. A copy of the XLCFE Supplemental Indenture is filed herewith as Exhibit 4.4 and is incorporated by reference into this Item 1.01, and the foregoing information is qualified in its entirety by reference to Exhibit 4.4.

Employment Agreements

The information under the heading “Employment Agreements” in Item 5.02 of this Form 8-K is incorporated by reference into this Item 1.01.

Indemnification Agreements and Deed Poll Indemnity

The information under the heading “Indemnification Agreements and Deed Poll Indemnity” in Item 5.02 of this Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

ESUs

The information under the heading “Supplemental ESU Agreements” in Item 1.01 of this Form 8-K with respect to XL-Ireland and XL-Cayman is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

As described above under the heading “Background,” on July 1, 2010, pursuant to the Redomestication, XL-Ireland issued ordinary shares of XL-Ireland (on a one-for-one basis) to the holders of whole XL-Cayman Class A ordinary shares that were transferred to XL-Ireland, resulting in the issuance of approximately 342.0 million XL-Ireland ordinary shares. The terms and conditions of the issuance and exchange of the securities were sanctioned by the Grand Court of the Cayman Islands on May 20, 2010, after a hearing upon the fairness of such terms and conditions at which all XL-Cayman Class A ordinary shareholders had a right to appear and of which adequate notice had been given. The issuance was exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(10) thereunder.

Item 3.03. Material Modification to Rights of Security Holders.

Ordinary Shares

The information above under the heading “Background” is incorporated by reference into this Item 3.03. In connection with the Redomestication, effective as of July 1, 2010, XL-Ireland adopted a new memorandum and articles of association, the form of which was included in XL-Cayman’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 10, 2010 and mailed to XL-Cayman Class A ordinary shareholders on or about March 11, 2010 (the “Redomestication Proxy Statement”). The description of the rights of holders of XL-Ireland ordinary shares and the comparison thereof to the rights of holders of XL-Cayman Class A ordinary shares included under the headings “Description of XL Group plc Shares” and “Comparison of Rights of Shareholders and Powers of the Board of Directors” in the Redomestication Proxy Statement are incorporated by reference into this Item 3.03. A copy of XL-Ireland’s memorandum and articles of association is filed herewith as Exhibit 3.1 and is incorporated by reference into this Item 3.03, and the foregoing information is qualified in its entirety by reference to Exhibit 3.1. A specimen of the share certificate evidencing ordinary shares of XL-Ireland is filed herewith as Exhibit 4.5.

ESUs

The information under the heading “Supplemental ESU Agreements” in Item 1.01 of this Form 8-K with respect to XL-Ireland and XL-Cayman is incorporated by reference into this Item 3.03.

XLCFE Notes

The information under the heading “Supplemental XLCFE Notes Indenture” in Item 1.01 of this Form 8-K with respect to XL-Cayman is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information above under the heading “Background” with respect to XL-Cayman is incorporated by reference into this Item 5.01.

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

Directors and Executives

As previously announced in XL-Cayman’s Current Report on Form 8-K filed on April 30, 2010, as of July 1, 2010, following completion of the Redomestication, the directors and executive officers of XL-Cayman immediately prior to the completion of the Redomestication became the directors and executive officers of XL-Ireland. XL-Ireland’s Class I directors (which will be subject to an election at the 2011 annual general meeting of XL-Ireland) are Herbert N. Haag, Michael S. McGavick, Ellen E. Thrower and John M. Vereker, XL-Ireland’s Class II directors (which will be subject to an election at the 2012 annual general meeting of XL-Ireland) are Dale R. Comey, Robert R. Glauber and G. Thompson Hutton and XL-Ireland’s Class III directors (which will be subject to an election at the 2013 annual general meeting of XL-Ireland) are Joseph Mauriello, Eugene M. McQuade and Clayton S. Rose. In addition, as of July 1, 2010, following completion of the Redomestication, XL-Ireland’s Board of Directors

replicated the committees of the Board of Directors that previously were in place for XL-Cayman, which consist of an Audit Committee; a Management Development and Compensation Committee; a Finance Committee; a Nominating, Governance and External Affairs Committee; and a Special Committee on Enterprise Risk Management.

Indemnification Agreements and Deed Poll Indemnity

In connection with, and effective upon, the completion of the Redomestication, XL-Cayman entered into indemnification agreements substantially in the form filed herewith as Exhibit 10.1 (each, an “Indemnification Agreement”) with each of the directors and the corporate secretary of XL-Ireland and a deed poll indemnity filed herewith as Exhibit 10.2 (the “Deed Poll”) as to other executives, directors and employees of XL-Ireland (and its subsidiaries) who have not entered into an Indemnification Agreement. The Indemnification Agreements and Deed Poll provide that XL-Cayman will indemnify the indemnitees to the fullest extent permitted by Cayman Islands law against claims related to each indemnitee’s service to (or at the request of) XL-Ireland, except in certain circumstances, including (i) where payment is actually made or then due (A) by XL-Ireland in its discretion, (B) under an insurance policy, (C) pursuant to an agreement between indemnitee and XL-Ireland, XL-Cayman or other entity served by indemnitee at the request of XL-Ireland or (D) under the governing documents of XL-Ireland, XL-Cayman or other entity served by indemnitee at the request of XL-Ireland; or (ii) in connection with a proceeding initiated by indemnitee, unless such proceeding was authorized by the XL-Ireland Board of Directors or falls within certain limited exceptions specifically provided for in the Indemnification Agreements; or (iii) in connection with a proceeding brought by or in the name of XL-Ireland, where the indemnitee is found, in a final and non-appealable judgment of a court of competent jurisdiction, to be liable for willful neglect or willful default in the performance of the indemnitee’s duty, unless a court of competent jurisdiction determines that the indemnitee is fairly and reasonably entitled to such payment. The Indemnification Agreements and Deed Poll also provide that any and all indemnifiable expenses shall, if so requested by the indemnitee, be advanced promptly as they are incurred, provided that the indemnitee must repay any such expense advance if it is determined in a final and non-appealable judgment of a court of competent jurisdiction that the indemnitee is not entitled to be indemnified against such expenses. Prior to seeking an indemnification payment or expense advance under the Indemnification Agreements, an indemnitee must request that XL-Ireland consider in its discretion whether to make such indemnification payment or expense advance. In the event an indemnification or expense advance (or an undertaking to provide such indemnification or advance) is not received from XL-Ireland within 5 business days of such request, the indemnitees will be eligible to receive such indemnification or expense advance from XL-Cayman pursuant to the terms of the Indemnification Agreement.

Copies of the form of Indemnification Agreement and the Deed Poll are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated into this Item 5.02 by reference. The foregoing summary of the Indemnification Agreements and Deed Poll is qualified in its entirety by reference to Exhibit 10.1 and Exhibit 10.2.

Employee Stock Plans and Awards

In connection with, and effective upon, the completion of the Redomestication, XL-Ireland assumed the existing liabilities, obligations and duties of XL-Cayman under the NAC Re Corp. 1989 Stock Option Plan (the “1989 Plan”), the XL Capital Amended and Restated 1991 Performance Incentive Program (the “1991 Program”), the XL Capital 1999 Performance Incentive Program for Employees (the “1999 Program”), the XL Capital Ltd Directors Stock & Option Plan (the “Directors Plan”), the XL Capital Ltd 2009 Cash Long-term Program (the “2009 Program”), the XL Capital Supplemental Deferred Compensation Plan (the “DC Plan,” and together with the 1989 Plan, 1991 Program, the 1999 Program, the Directors Plan and the 2009 Program, the “Programs”). Furthermore, in connection with, and effective upon, the completion of the Redomestication, the Programs have been amended by XL-Cayman, among other things, (i) to provide that XL-Ireland and its Board of Directors will succeed to all powers, authorities and obligations of XL-Cayman and its Board of Directors under each Program, (ii) to provide that the securities to be issued pursuant to each Program will consist of ordinary shares of XL-Ireland and (iii) otherwise to reflect the completion of the Redomestication.

Employment Agreements

In connection with, and effective upon, the completion of the Redomestication, XL-Ireland assumed the existing liabilities, obligations and duties of XL-Cayman under the employment agreements by and between XL-Cayman and each of the following named executive officers: Michael S. McGavick, Irene M. Esteves, Sarah E. Street, David B. Duclos and James H. Vegthe.

Item 8.01. Other Events.

Upon the effectiveness of the Redomestication, the CUSIP number for the ordinary shares of XL-Ireland issued in place of the Class A ordinary shares of XL-Cayman will be G98290 102, and the CUSIP number for the ESUs will be H9709Y 102.

On July 1, 2010, XL-Ireland issued a press release announcing the completion of the Redomestication. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

The information under the heading “Background” in this Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

3.1: Memorandum and Articles of Association of XL Group plc

3.2: Certificate of Incorporation of XL Group plc

4.1: First Supplement to the Purchase Contract Agreement, dated as of June 30, 2010, by and among XL Group plc, XL Capital Ltd, XL Company Switzerland GmbH and The Bank of New York Mellon

4.2: First Amendment to the Pledge Agreement, dated as of June 30, 2010, by and among XL Capital Ltd, XL Company Switzerland GmbH and The Bank of New York Mellon

4.3: Sixth Supplemental Indenture, dated as of June 30, 2010, by and among XL Group plc, XL Capital Ltd and The Bank of New York Mellon

4.4: Supplemental Indenture, dated as of June 30, 2010, by and among XL Capital Ltd, XL Company Switzerland GmbH and U.S. Bank National Association (as successor to State Street Bank and Trust Company)

4.5: Specimen Share Certificate (evidencing the ordinary shares of XL Group plc)

10.1: Form of Indemnification Agreement between XL Capital Ltd and each of the directors of and the corporate secretary of XL Group plc

10.2: Deed Poll of XL Capital Ltd

99.1: Press Release (“XL Group plc Completes Redomestication to Ireland and Name Change”) dated July 1, 2010

99.2 “Description of XL Group plc Shares” and “Comparison of Rights of Shareholders and Powers of the Board of Directors” (Incorporated by reference to the sections so entitled of XL Capital Ltd’s Proxy Statement on Schedule 14A filed on March 10, 2010)

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.

	XL Group plc

July 1, 2010	By:	/s/ Kirstin R. Gould
		Kirstin R. Gould
		Title: Secretary and General Counsel


	XL Group Ltd.


July 1, 2010	By:	/s/ Kirstin R. Gould
		Kirstin R. Gould
		Title: Secretary and General Counsel

Exhibit Index

Exhibit No.		Description

3.1		Memorandum and Articles of Association of XL Group plc

3.2		Certificate of Incorporation of XL Group plc

4.1		First Supplement to the Purchase Contract Agreement, dated as of June 30, 2010, by and among XL Group plc, XL Capital Ltd, XL Company Switzerland GmbH and The Bank of New York Mellon

4.2		First Amendment to the Pledge Agreement, dated as of June 30, 2010, by and among XL Capital Ltd, XL Company Switzerland GmbH and The Bank of New York Mellon

4.3		Sixth Supplemental Indenture, dated as of June 30, 2010, by and among XL Group plc, XL Capital Ltd and The Bank of New York Mellon

4.4		Supplemental Indenture, dated as of June 30, 2010, by and among XL Capital Ltd, XL Company Switzerland GmbH and U.S. Bank National Association (as successor to State Street Bank and Trust Company)

4.5		Specimen Share Certificate (evidencing the ordinary shares of XL Group plc)

10.1		Form of Indemnification Agreement between XL Capital Ltd and each of the directors of and the corporate secretary of XL Group plc

10.2		Deed Poll of XL Capital Ltd

99.1		Press Release (“XL Group plc Completes Redomestication to Ireland and Name Change”) dated July 1, 2010

99.2		“Description of XL Group plc Shares” and “Comparison of Rights of Shareholders and Powers of the Board of Directors” (Incorporated by reference to the sections so entitled of XL Capital Ltd’s Proxy Statement on Schedule 14A filed on March 10, 2010)

Exhibit 3.1

Companies Acts 1963 to 2009

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

XL GROUP PUBLIC LIMITED COMPANY

Incorporated the 12th day of March 2010

Companies Acts 1963 to 2009

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

-of-

XL GROUP PUBLIC LIMITED COMPANY

(as amended by special resolutions dated 13 May 2010 and 16 June 2010)


1.	The name of the Company is XL Group Public Limited Company.

2.	The Company is to be a public limited company.

3.	The objects for which the Company is established are:

	3.1	To carry on the business of an investment and holding company in all of its branches, and to acquire by purchase, lease, concession, grant, licence or otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares, debentures, debenture stock, bonds, obligations, reversionary interests, annuities, policies of assurance, certificates of deposit, treasury bills, trade bills, bank acceptances, bills of exchange, fixed rate securities, variable or floating rate securities, and securities of all kinds created, issued or guaranteed by any government, sovereign, ruler, commissioners, body or authority, supreme, state, municipal, local, supranational or otherwise, in any part of the world, or by any corporation, bank, association or partnership, whether with limited or unlimited liability constituted or carrying on business or activities in any part of the world, units of or participation in any unit trust scheme, mutual fund or collective investment scheme in any part of the world, policies of insurance and assurance, domestic and foreign currency and any present or future rights and interests to or in any of the foregoing and other property and rights and interests in property as the Company shall deem fit and generally to hold, manage, develop, lease, sell or dispose of the same; to subscribe for the same either conditionally or otherwise; to enter into underwriting, stocklending and repurchase and similar contracts with respect thereto, to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof and from time to time to sell, exchange, lend, vary or dispose of and grant and dispose of options over any of the foregoing, to acquire, dispose of, invest in and hold by way of investment any derivative instrument relating to any of the foregoing and to deposit money (or place money on current account) with such persons in such currencies and otherwise on such terms as may seem expedient and to do all of the foregoing as principal, agent or broker; and


		to vary any of the investments of the Company; to establish, carry on, develop and extend investments and holdings and to sell, dispose of or otherwise turn the same to account and to coordinate the policy and administration of any corporations of which the Company is a member or which are in any manner controlled by or connected with the Company.

	3.2	To exercise and enforce all rights and powers conferred to or incidental upon the ownership of any shares, stock obligations or other securities acquired by the Company including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of such special proportion of the issued or nominal amount thereof and to provide managerial and other executive, supervisory and consultant services for or in relation to any corporation in which the Company is interested upon such terms as may be thought fit.

	3.3	To acquire any such shares and other securities as are mentioned in the preceding paragraphs by subscription, syndicate participation, tender, purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.

	3.4	To co-ordinate the administration, policies, management, supervision, control, research, planning, trading and any and all other activities of, and to act as financial advisers and consultants to, any corporation or corporations now or hereafter incorporated or acquired which may be or may become a Group Company of, or an Affiliate of or to any corporation or corporations now or hereafter incorporated or acquired (which are not Group Companies) with which the Company may be or may become associated.

	3.5	To provide financing and financial investment, management and advisory services to any Group Company or Affiliate, which shall include granting or providing credit and financial accommodation, lending and making advances with or without interest to any Group Company or Affiliate and lending to or depositing with any bank funds or other assets to provide security (by way of mortgage, charge, pledge, lien or otherwise) for loans or other forms of financing granted to such Group Company or Affiliate by such bank.

	3.6	To lease, acquire by purchase or otherwise and hold, sell, dispose of and deal in real property and in personal property of all kinds wheresoever situated.

	3.7	To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence.

	3.8	To acquire or undertake the whole or any part of the business, property and liabilities of any person carrying on any business that the Company is authorized to carry on.


	3.9	To apply for, register, purchase, lease, acquire, hold, use, control, license, sell, assign or dispose of patents, patent rights, copyrights, trade marks, formulae, licences, inventions, processes, distinctive marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

	3.10	To enter into partnership, merger, consolidation, amalgamation or into any arrangement for sharing of profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person carrying on or engaged in or about to carry on or engage in any business or transaction that the Company is authorized to carry on or engage in or any business or transaction capable of being conducted so as to benefit the Company.

	3.11	To take or otherwise acquire and hold securities in any other corporation, including securities of XL Capital Ltd, an exempted company organized under the laws of the Cayman Islands, having objects altogether or in part similar to those of the Company or any Group Company or carrying on any business capable of being conducted so as to benefit the Company or any Group Company.

	3.12	To lend money to any employee or to any person having dealings with the Company or any Group Company or with whom the Company or any Group Company proposes to have dealings or to any other corporation (including any Group Company) any of whose shares are held directly or indirectly by the Company or any Group Company.

	3.13	To apply for, secure or acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority, corporation or public body may be empowered to grant, and to pay for, aid in and contribute toward carrying it into effect and to assume any liabilities or obligations incidental thereto and to enter into any arrangements with any governments, authorities or public bodies, supreme, municipal, local or otherwise, that may seem conducive to the Company’s objects or any of them.

	3.14	To perform any duty or duties imposed on the Company by or under any enactment and to exercise any power conferred on the Company by or under any enactment.

	3.15	To incorporate or cause to be incorporated any one or more subsidiaries (within the meaning of Section 155 of the Companies Act 1963) of the Company for the purpose of carrying on any business.

	3.16	To issue securities of the Company (or contracts, options or warrants to subscribe for, or other rights or interests in, or in respect of, such securities) directly to any


		employees of the Company or Group Company, in consideration for employment or other services performed by those employees and to establish and support or aid in the establishment and support of associations, institutions, funds or trusts for the benefit of employees, directors or consultants or former employees, directors or consultants of the Company or its predecessors or any Group Companies or Affiliates, or the dependants or connected persons of such employees, directors or consultants or former employees, directors or consultants and grant gratuities, pensions and allowances, including the establishment of share option schemes or employee share schemes, enabling employees, directors or consultants of the Company or other persons aforesaid to become shareholders in the Company, or otherwise to participate in the profits of the Company upon such terms and in such manner as the Company thinks fit, and to make payments towards insurance or for any object similar to those set forth in this paragraph.

	3.17	To establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the benefit of the Company’s employees or the employees of any Group Companies or Affiliates and to lend or otherwise provide money to the trustees of such schemes or the Company’s employees or the employees of any Group Companies or Affiliates to enable them to purchase shares of the Company.

	3.18	To grant bonuses to any person or persons who are or have been in the employment of the Company or any Group Companies or Affiliates or any person or persons who are or have been directors of, or consultants to, the Company or any of its Group Companies or Affiliates.

	3.19	To establish any scheme or otherwise to provide for the purchase by or on behalf of customers of the Company or of any Group Company or Affiliate of shares in the Company.

	3.20	To subscribe or guarantee money for charitable, benevolent, educational or religious objects or for any exhibition or for any public, general or useful objects.

	3.21	To promote any corporation for the purpose of acquiring or taking over any of the property and liabilities of the Company or any Group Company or Affiliate or for any other purpose that may benefit the Company or any Group Company or Affiliate.

	3.22	To purchase, lease, take in exchange, hire or otherwise acquire any personal property and any rights or privileges that the Company considers necessary or convenient for the purposes of its business.

	3.23	To construct, maintain, alter, renovate and demolish any buildings or works necessary or convenient for its objects.

	3.24	To construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways, branches or sidings, bridges, reservoirs, watercourses, wharves, factories,


		warehouses, electric works, shops, stores and other works and conveniences that may advance the interests of the Company or any Group Company or Affiliate and contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof.

	3.25	To raise and assist in raising money for, and aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any person and guarantee the performance or fulfilment of any contracts or obligations of any person, and in particular guarantee the payment of the principal of and interest on the debt obligations of any such person.

	3.26	To borrow or raise finance or secure the payment of money (including money in a currency other than the currency of Ireland) in such manner as the Company shall think fit and in particular by the issue of debentures or any other securities (or contracts, options or warrants to subscribe for, or other rights or interests in, or in respect of, such securities), perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, including its unissued capital or otherwise and to purchase, redeem or pay off any such securities.

	3.27	To enter into, invest or engage in, acquire, hold or dispose of any financial instruments or risk management instruments, whether or not of a type currently in existence, and currency exchange, interest rate or commodity or index linked transactions (whether in connection with or incidental to any other contract, undertaking or business entered into or carried on by the Company or whether as an independent object or activity), including securities in respect of which the return or redemption amount is calculated by reference to any index, price or rate, monetary and financial instruments of all kinds, futures contracts, swaps and hedges (including credit default, interest rate and currency swaps and hedges of any kind whatsoever), options contracts, contracts for differences, commodities (including bullion and other precious metals), forward rate agreements, debentures, debenture stock, warrants, commercial paper, promissory notes, mortgage backed securities, asset backed securities, dealings in foreign currency, spot and forward rate exchange contracts, caps, floors, collars, and any other foreign exchange, interest rate or commodity or index linked arrangements, and such other instruments whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other purpose and to enter into any contract for and to exercise and enforce all rights and powers conferred by or incidental, directly or indirectly, to such transactions or the termination of any such transactions.

	3.28	To carry on the business of financing and re-financing whether asset based or not (including financing and re-financing of financial assets), including managing financial assets with or without security in whatever currency including financing or re-financing by way of loan, acceptance credits, commercial paper, euro medium term bonds, euro bonds, asset-backed securities, securitisation, synthetic securitisation, collateralised debt obligations, bank placements, leasing, hire purchase, credit sale, conditional sale, factoring, forfeiting, invoice discounting, note issue facilities, project financing, bond issuances, participation and syndications,


		assignment, novation, factoring, discounting, participation, sub-participation, derivative contracts, securities/stock lending contracts, repurchase agreements or other appropriate methods of finance and to discount mortgage receivables, loan receivables and lease rentals for persons wherever situated in any currency whatsoever, and to do all of the foregoing as principal, agent or broker.

	3.29	To remunerate any person or corporation for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital or any debentures, debenture stock or other securities of the Company or of any Group Company or Affiliate or in or about the formation or promotion of the Company, any Group Companies or Affiliate or the conduct of their business.

	3.30	To draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants and other negotiable or transferable instruments.

	3.31	To sell, lease, exchange or otherwise dispose of the undertaking of the Company or any part thereof as an entirety or substantially as an entirety for such consideration as the Company thinks fit.

	3.32	To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with the property of the Company in the ordinary course of its business.

	3.33	To adopt such means of making known the products of the Company or of any Group Company or Affiliate as may seem expedient, and in particular by advertising, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes and rewards and making donations.

	3.34	To cause the Company to be registered and recognized in any foreign jurisdiction, and designate persons therein according to the laws of that foreign jurisdiction or to represent the Company and to accept service for and on behalf of the Company of any process or suit.

	3.35	To allot and issue fully-paid shares of the Company in payment or part payment of any property purchased or otherwise acquired by the Company or for any past services performed for the Company or any Group Company.

	3.36	To distribute among the members of the Company in cash, kind, specie or otherwise as may be resolved, by way of dividend, bonus or in any other manner considered advisable, any property of the Company, subject always to the provisions of the Companies Acts 1963 to 2009 and any other applicable law.

	3.37	To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, to join any lawful federation, union or association or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of or interference with the Company’s or any other trade


		or business or providing or safeguarding against the same, or resisting or opposing any strike, movement or organisation, which may be thought detrimental to the interests of the Company or any Group Companies or its or their employees and to subscribe to any association or fund for any such purposes.

	3.38	To establish agencies and branches.

	3.39	To take or hold mortgages, hypothecations, liens and charges to secure payment of the purchase price, or of any unpaid balance of the purchase price, of any part of the property of the Company of whatsoever kind sold by the Company, or for any money due to the Company from purchasers and others and to sell or otherwise dispose of any such mortgage, hypothecation, lien or charge.

	3.40	To pay all costs and expenses of or incidental to the incorporation and organization of the Company.

	3.41	To invest and deal with the moneys of the Company not immediately required for the other objects of the Company in such manner as may be determined.

	3.42	To do any of the things authorized by this memorandum as principals, agents, contractors, trustees or otherwise, and either alone or in conjunction with others.

	3.43	To do all such other things as are incidental or conductive to the attainment of the objects and the exercise of the powers of the Company.

	3.44	To make voluntary dispositions of all or any part of the property and rights of the Company and to make gifts thereof or gratuitous payments either for no consideration or for a consideration less than the market value of such property or rights or the amount of cash payment or by all or any such methods.

	3.45	To receive voluntary dispositions of all or any part of the property and rights of any other corporation and to receive gifts thereof or gratuitous payments either for no consideration or for a consideration less than the market value of such property or rights or the amount of cash payment or by all or any such methods.

	3.46	To the extent permitted by law, to give whether directly or indirectly, any kind of financial assistance for the purchase of shares in or debentures of the Company or any corporation which is at any given time the Company’s holding company.

	3.47	To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

4.	The liability of the members is limited.


5.	The share capital of the Company is €40,000 and US$9,999,900 divided into 40,000 Subscriber Shares of €1 each, 500,000,000 Ordinary Shares of US$0.01 each and 499,990,000 Undesignated Shares of US$0.01 each.

6.	For the purposes of this memorandum of association, (a) the terms “corporation”, “Group Company” and “Affiliate” have the meanings ascribed to such terms in the articles of association of the Company, (b) the words “including” and “includes” shall be deemed to be followed by the words “ without limitation,” and (c) unless a clear contrary intention appears, the word “or” shall be deemed to be used in the inclusive sense of “and/or.”

7.	The objects specified in each paragraph of clause 3 of this memorandum of association shall, except where otherwise expressed in such paragraph, be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph in that clause.

We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a Company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.


Names, addresses and descriptions of Subscribers		Number of shares taken by each Subscriber


XL Capital Ltd		One
5 Fort Street
Grand Cayman
Cayman Islands
British West Indies

Limited Liability Company




Dated

Witness to the above signature:
		Name:

		Address:

Companies Acts 1963 to 2009
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
XL GROUP PUBLIC LIMITED COMPANY

TABLE OF CONTENTS


		Page


PRELIMINARY		13
REGISTERED OFFICE		17
SHARE CAPITAL AND VARIATION OF RIGHTS		17
SHARES – ALLOTMENTS AND ISSUANCES		19
COMPANY PURCHASES		21
INCREASE OF CAPITAL		22
ALTERATION OF CAPITAL		22
REDUCTION OF CAPITAL		23
CERTIFICATES		23
LIEN		24
REGISTER OF SHAREHOLDERS		24
REGISTER OF DIRECTORS AND SECRETARY		25
TRANSFER OF SHARES		25
TRANSMISSION OF SHARES		27
GENERAL MEETINGS		28
NOTICE OF GENERAL MEETINGS		29
PROCEEDINGS AT GENERAL MEETINGS		29
VOTING		32
PROXIES AND CORPORATE REPRESENTATIVES		34
APPOINTMENT AND REMOVAL OF DIRECTORS		37
RESIGNATION AND DISQUALIFICATION OF DIRECTORS		42
DIRECTORS’ REMUNERATION AND EXPENSES		42
DIRECTORS’ INTERESTS		42
POWERS OF THE BOARD		43
DELEGATION OF THE BOARD’S POWERS		44
PROCEEDINGS OF THE BOARD		45
OFFICERS AND EXECUTIVES		46
MINUTES		47
SECRETARY		47
THE SEAL		48
DIVIDENDS AND OTHER PAYMENTS		48
RESERVES		50
CAPITALISATION OF RESERVES		50
RECORD DATES		53
UNTRACED SHAREHOLDERS		53


SERVICE OF NOTICES AND OTHER DOCUMENTS		54
SHAREHOLDER RIGHTS PLAN		56
WINDING UP		56
INDEMNIFICATION		57
ALTERATION OF ARTICLES		59

PRELIMINARY


1.	The regulations contained in Table A in the First Schedule to the Companies Act 1963 shall not apply to the Company.

2.	In these articles, unless the context otherwise requires:

	“ 1963 Act ” means the Companies Act 1963;

	“ 1983 Act ” means the Companies (Amendment) Act 1983;

	“ 1990 Act ” means the Companies Act 1990;

	“ address ” includes any number or address used for the purposes of communication by way of electronic mail or other electronic communication;

	“ Affiliate ” of any person means any other person that directly or indirectly controls, is controlled by, or is under common control with, such person;

	“ Assistant Secretary ” means any person appointed and so designated by the Secretary or the Board to assist the Secretary (and specific references in these articles to functions that may be performed by an Assistant Secretary do not limit such general role of assisting the Secretary);

	“ Auditor ” or “ Auditors ” means the auditor or auditors at any given time of the Company;

	“ beneficial ownership ” means “beneficial ownership” as that term is defined in Rule 13d-3 promulgated under the Exchange Act and “ beneficial owner ” and “ beneficially own ” and variants thereof, will be interpreted accordingly;

	“ Board ” means the board of directors at any given time of the Company;

	“ clear days ” means, for purposes of any period of notice required to be given under these articles, the days between (and in each case excluding) (i) the day when the notice is given or deemed to be given and (ii) the day of the event for which such notice is given or on which such notice is to take effect;

	“ Companies Acts ” means the Companies Acts 1963 to 2009, and all statutory instruments which are to be read as one with, or construed, or to be read together with such Acts;

	“ Company ” means the company whose name appears in the heading to these articles;

	“ Controlled Shares ” in reference to any person means: (i) all shares of the Company directly, indirectly or constructively owned by such person within the meaning of Section 958 of the Internal Revenue Code of 1986 of the United States of America; and (ii) all shares of the Company directly, indirectly or constructively owned by any person or “group” of persons within the meaning of Section 13(d) (3) of the Exchange Act;


	“ corporation ” means any body corporate, corporation, company, partnership, limited liability company or other legal entity;

	“ Covered Arrangement ” means, with respect to any person and as of any date, any agreement, arrangement or understanding (including any swaps or other derivative or short positions, profit interests, options, hedging transactions, and securities lending or borrowing arrangement) to which such person or its Affiliates is, directly or indirectly, a party as of such date (A) with respect to shares of the Company or (B) the effect or intent of which is to mitigate loss to, manage the potential risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such person or any of its Affiliates with respect to securities of the Company or which may have payments based in whole or in part, directly or indirectly, on the value (or change in value) of any securities of the Company (other than, in each such case, interests in investment companies registered under the Investment Company Act of 1940 of the United States of America);

	“ Director ” means a director at any given time of the Company;

	“ electronic communication ” has the meaning given to those words in the Electronic Commerce Act 2000;

	“ electronic signature ” has the meaning given to those words in the Electronic Commerce Act 2000;

	“ EUR ”, “ € ” and “ euro ” mean the currency of Ireland;

	“ Exchange Act ” means the Securities Exchange Act of 1934 of the United States of America;

	“ Governmental Entity ” means any government or subdivision thereof, or governmental, judicial, legislative, tax, administrative or regulatory authority or body, whether of Ireland or elsewhere;

	“ Group Company ” means the Company, any holding company of the Company and any subsidiary of the Company or of any such holding company;

	“ Ordinary Resolution ” means a resolution of the Shareholders passed by a simple majority of the votes cast by those present in person or by proxy at a meeting and who are entitled to vote (or, if in writing, signed by all of the Shareholders entitled to attend and vote) at such meeting;

	“ Ordinary Shares ” means ordinary shares of nominal value US$0.01 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these articles;

	“ Paid Up ” means paid up or credited as paid up;


	“ person entitled by transmission ” means a person whose entitlement to a share arises in consequence of the death or bankruptcy of a Shareholder or in any way other than by transfer;

	“ Redeemable Shares ” means shares in the capital of the Company that are redeemable in accordance with the provisions of these articles or the terms of issue of such class or series of shares;

	“ Register ” means the register of members of the Company;

	“ Registered Office ” means the registered office at any given time of the Company;

	“ Seal ” means the common seal of the Company and includes any duplicate seal, securities seal or seal for use abroad;

	“ Secretary ” means the secretary of the Company or, if there are joint secretaries, any of the joint secretaries;

	“ Share ” or “ share ” means, unless specified otherwise or the context otherwise requires, any share in the capital of the Company;

	“ Shareholder ” means in relation to any share, the person whose name is entered in the Register as the holder of the share or, where the context permits, the persons whose names are entered in the Register as the joint holders of shares;

	“ Special Resolution ” means a special resolution of the Shareholders within the meaning of Section 141 of the 1963 Act;

	“ Subscriber Shares ” means the shares of nominal value €1 per share having the rights and being subject to the limitations set out in these articles;

	“ subsidiary ” and “ holding company ” have the meanings given to those words in Section 155 of the 1963 Act, except that references in that Section to a company shall include any corporation or other legal entity, whether incorporated or established in Ireland or elsewhere;

	“ Undesignated Shares ” means the shares of nominal value US$0.01 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having such rights and being subject to such limitations as may be attached to them pursuant to article 6;

	“ US dollars ” or “ US$ ” means United States dollars, the currency of the United States of America;

	“ Variation Resolution ” means a resolution of the Shareholders of any class or series of Shares (1) passed by a two-thirds majority of those present in person or by proxy at a separate meeting of the Shareholders of such class or series of Shares and who are entitled to


	attend and vote at such meeting or (2) in writing signed by all of the Shareholders of such class or series of Shares.

3.	For the purposes of these articles, unless specified otherwise, a contrary intention appears or the context otherwise requires:

	(a)	a corporation shall be deemed to be present in person at a meeting if its representative, duly authorised pursuant to these articles or the Companies Acts, is present;

	(b)	words importing only the singular number include the plural number and vice versa, and words importing only one gender include the other gender;

	(c)	the words “including” and “includes” and any similar words shall be deemed to be followed by the words “without limitation”;

	(d)	the word “or” shall be deemed to be used in the inclusive sense of “and/or”;

	(e)	except as otherwise specified, the words “herein” and “hereof” and words of similar import shall be deemed to refer to these articles as a whole rather than to any particular portion of these articles;

	(f)	references to the “terms of issue” of Shares shall be deemed to mean the terms of issue of those Shares (including, where applicable, the rights attaching to such Shares as set out in these articles) as they may be varied from time to time in accordance with these articles;

	(g)	references to a person include any natural person, corporation or other body of persons, whether corporate or not, any trust and any Governmental Entity;

	(h)	references to writing shall be construed as including references to printing, lithography, photography, electronic mail and any other modes of representing or reproducing words in a visible form;

	(i)	a reference to anything being done by electronic means includes its being done by means of any electronic or other communications equipment or facilities and references to any communication being delivered or received, or being delivered or received at a particular place, include the transmission of an electronic or similar communication, and to a recipient identified in such manner or by such means, as the Board may from time to time approve or prescribe, either generally or for a particular purpose;

	(j)	references to a signature or to anything being signed or executed include such forms of electronic signature or other means of verifying the authenticity of an electronic or similar communication as the Board may from time to time approve or prescribe, either generally or for a particular purpose;


	(k)	references to a dividend include any dividend or distribution, in cash or by the distribution of assets, paid or distributed to Shareholders out of the profits of the Company available for distribution;

	(l)	any words or expressions defined in the Companies Acts, if not otherwise defined in or given a particular meaning by these articles, have the same meaning in these articles;

	(m)	any reference to any specific statute, statutory provision, Act, statutory instrument and other legislation is to legislation operative in Ireland unless otherwise specified;

	(n)	except as otherwise specified herein, (i) any reference to any statute, statutory provision, Act, statutory instrument or other legislation (whether of Ireland or elsewhere) includes a reference to any modification or re-enactment of it as then in force and to every rule, regulation or order made under it (or under any such modification or re-enactment) and then in force, and (ii) any reference to any rule, regulation or order made under any statute, statutory provision, Act, statutory instrument or other legislation includes a reference to any modification or replacement of such rule, regulation or order then in force;

	(o)	the provisions of these articles shall insofar as they relate to any right of Shareholders to receive notice of, attend and vote at general meetings (or pass resolutions in writing in lieu of a vote at a general meeting), relate only to holders of Ordinary Shares or any other class or series of shares which, by virtue of these articles or the terms of the issue of such shares, expressly carry the general right to vote at general meetings of the Company and exclude shares which entitle the holders to vote only in limited circumstances or upon the occurrence of a specified event or condition (whether or not those circumstances have arisen or that event or condition has occurred) and any provision of these articles relating to Special Resolutions, Ordinary Resolutions and the respective voting and approval thresholds attaching thereto will be interpreted accordingly.

REGISTERED OFFICE

4.	The Registered Office shall be at such place in Ireland as the Board from time to time shall decide.

SHARE CAPITAL AND VARIATION OF RIGHTS

5.	(a)	Without prejudice to the power of the Board to issue and allot shares pursuant to the following articles, the authorised share capital of the Company at the date of adoption of these articles is €40,000 and US$9,999,900, divided into 40,000 Subscriber Shares of €1 each, 500,000,000 Ordinary Shares of US$0.01 each and 499,990,000 Undesignated Shares of US$0.01 each.

	(b)	The Ordinary Shares shall entitle the holders thereof to the following rights:

		(i)	as regards dividends:


			after making all necessary provisions, where relevant, for payment of any preference dividend in respect of any preference shares in the Company then in issue, the Company shall apply any profits or reserves which the Board resolves to distribute in paying such profits or reserves to the holders of the Ordinary Shares in respect of their holdings of such shares pari passu and pro rata to the number of Ordinary Shares held by each of them;

		(ii)	as regards capital:

			on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Ordinary Shares shall be entitled to be paid the surplus assets of the Company remaining after payment of its liabilities (subject to the rights of the holders of any preference shares in the Company then in issue, having preference rights on a return of capital) in respect of their holdings of Ordinary Shares pari passu and pro rata to the number of Ordinary Shares held by each of them;

		(iii)	as regards voting in general meetings:

			subject to the provisions of article 44 and the right of the Company to set record dates for the purpose of determining the identity of Shareholders entitled to notice of or vote at a general meeting, (A) the holders of the Ordinary Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company; and (B) every holder of Ordinary Shares present in person or by proxy shall have one vote for each Ordinary Share held by him;

		(iv)	as regards redemption:

			(A) if an Ordinary Share is not listed on a recognised stock exchange within the meaning of the 1990 Act, it shall be automatically converted into a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade (“arrangement”) between the Company and any person (who may or may not be a Shareholder) pursuant to which the Company acquires or will acquire Ordinary Shares, or an interest in Ordinary Shares, from the relevant person. In these circumstances, the Ordinary Share concerned shall have the same characteristics as any other Ordinary Share in accordance with these articles save that it shall be redeemable in accordance with the arrangement. The acquisition of such Ordinary Shares in accordance with this clause (iv)(A) by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 Act;

			(B) if an Ordinary Share is listed on a recognised stock exchange within the meaning of the 1990 Act, the provisions of clause (iv)(A) shall apply unless the Board resolves, prior to the existence or creation of any relevant arrangement, that the arrangement concerned is to be treated as an acquisition


			of shares pursuant to article 7, in which case the arrangement shall be so executed;

		(v)	as regards certificates:

			it shall be a condition of every issuance of Ordinary Shares that, unless the Board resolves otherwise (either generally or in any particular case or cases), holders of Ordinary Shares will not be entitled to receive a share certificate in respect of any Ordinary Shares except upon request and on such other terms as the Board may in its sole discretion determine.

	(c)	Subject to the Companies Acts, all or any of the rights at any time attached to any class or series of shares at any time in issue may, unless otherwise expressly provided in the terms of issue of the shares of that class or series, from time to time, be varied with the sanction of a Variation Resolution of that class or series.

	(d)	The special rights conferred upon the holders of any shares or class or series of shares shall not, unless otherwise expressly provided in the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.

	(e)	Notwithstanding any other provision of these articles, the nominal value of the issued share capital of the Company which is not redeemable will in no event be less than one tenth of the nominal value of the total issued share capital of the Company.

	(f)	The Subscriber Shares shall carry the same rights as the Ordinary Shares, save that, in addition to the provisions of article 5(b)(iv), the Subscriber Shares will be automatically converted to redeemable shares, redeemable at par at the option of the Company immediately on the issue by the Company of any Ordinary Shares, representing not less than 10% in nominal value of the issued share capital of the Company.

SHARES – ALLOTMENTS AND ISSUANCES

6.	(a)	The Company may, in accordance with the provisions of these articles issue any shares in its capital with such preferred or deferred or other special rights and privileges or such limitations, conditions and restrictions, whether in regard to dividend, voting, return of capital, redemption or otherwise as it may determine. Without prejudice to the generality of the foregoing, the Company may, subject to articles 6(c) and 6(d), issue and redeem redeemable shares and the Board is generally and unconditionally authorized to exercise all powers of the Company to do so.

	(b)	Subject to the Companies Acts and the expiration dates contained in articles 6(c) and 6(d), the unissued shares of the Company (whether forming part of the original share capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options, warrants or other rights over or otherwise deal with or dispose of them to such persons, at such times and for such consideration and


	generally on such terms and conditions as the Board may from time to time determine.

(c)	The Board is, for the purposes of Section 20 of the 1983 Act, generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant securities (as defined by the said Section 20) up to the amount of the Company’s authorised share capital and to allot and issue any shares purchased by the Company pursuant to the provisions of Part XI of the 1990 Act and held as treasury shares and this authority shall expire five years from the date of adoption of these articles. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this article 6(c) had not expired.

(d)	The Board is hereby empowered pursuant to Sections 23 and 24(1) of the 1983 Act to allot equity securities within the meaning of the said Section 23 for cash pursuant to the authority conferred by article 6(c) as if Section 23(1) of the 1983 Act did not apply to any such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this article 6(d) had not expired.

(e)	Subject to the Companies Acts and to the rights conferred on the holders of any other class or series of shares and without prejudice to the generality of article 6(b), the Board is empowered to cause Undesignated Shares to be issued from time to time as shares of one or more class or series of shares (including as Ordinary Shares) and may:

	(i)	fix the distinctive designation of such class or series and the number of shares which shall constitute such class or series, which number may be increased (except as otherwise provided by the Board in creating such class or series) or decreased (but not below the number of shares thereof then in issue) from time to time by resolution of the Board;

	(ii)	determine that they are to be redeemed (the manner and terms of redemption in all cases to be set by the Board) on the happening of a specified event or on a given date;

	(iii)	determine that they may be redeemed (the manner and terms of redemption in all cases to be set by the Board) at the option of the Company;

	(iv)	determine that they may be redeemed (the manner and terms of redemption in all cases to be set by the Board) at the option of the holder;

	(v)	fix the shares with any such other preferred, deferred, qualified, special or other rights, privileges, preferences, limitations and conditions or such


			restrictions, whether in regard to dividend, voting, return of capital, redemption, conversion or otherwise, as the Board in its sole discretion shall determine; and

		(vi)	subject to article 5(c), vary any of the matters specified in clauses (i) through (v) of this article 6(e) in respect of any Undesignated Shares issued pursuant to this article 6.

	(f)	Without prejudice to the generality of the foregoing, the Board may make provision for the issue and allotment of shares that do not carry any voting rights.

	(g)	Subject to any requirement to obtain the approval of shareholders under any laws, regulations or the rules of any stock exchange to which the Company is then subject and any other applicable law, the Board is authorised, from time to time, in its discretion, to grant such persons, including Directors, for such periods and upon such terms as the Board deems advisable, (i) options to purchase or subscribe for or (ii) commitments to issue at a future date, such number of shares of any class or classes or of any series as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options or commitments to be issued.

	(h)	The Company may, insofar as the Companies Acts or any other applicable law permits, pay commission or brokerage fees to any person in consideration of a person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and subject to such conditions as the Board may determine, including by paying cash or allotting and issuing Paid Up shares.

	(i)	No share of the Company shall be issued unless it is Paid Up. Except as otherwise expressly provided by these articles, no Shareholder shall be liable to make any additional payment to the Company in respect of any share beyond the initial consideration agreed with the Company at or before the time of issue thereof.

COMPANY PURCHASES

7.	Subject to the Companies Acts, the Company may, without prejudice to any relevant special rights attached to any class or series of shares, pursuant to Section 211 of the 1990 Act, purchase any of its own shares, including any Redeemable Shares, whether in the market, by tender or by private agreement, at such prices (whether at nominal value or above or below nominal value) and otherwise on such terms and conditions as the Board may from time to time determine and without any obligation to purchase on any pro rata basis as between Shareholders or Shareholders of the same class or series (the whole or any part of the amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts) and may cancel any shares so purchased or hold them as treasury shares (as defined in Section 209 of the 1990 Act) and may reissue any such shares as shares of any class or classes or series.

Except only as otherwise provided in these articles, as ordered by a court of competent jurisdiction or as otherwise required by law, the Company shall be entitled to treat the registered holder of any share as the absolute owner of it and accordingly no person shall be recognised by the Company as holding any share upon trust, and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any equitable, contingent, future or partial interest or other right in any share except an absolute right to the entirety of the share in the registered holder of it. This shall not preclude the Company from requiring the Shareholders or a transferee of shares to furnish the Company with information as to the beneficial ownership of (or other interest of any person in) any share.

INCREASE OF CAPITAL


9.	The Company may from time to time by Ordinary Resolution increase its authorised share capital by such sum, to be divided into shares of such nominal value, as such Ordinary Resolution shall prescribe.

10.	Any new shares shall be subject to all of the provisions of these articles with reference to lien, transfer, transmission and otherwise.

ALTERATION OF CAPITAL


11.	(a)	The Company may from time to time by Ordinary Resolution:

		(i)	consolidate and divide all or any of its share capital into shares of larger nominal value than any of its existing shares;

		(ii)	sub-divide its shares or any of them into shares of smaller nominal value than is fixed by its memorandum of association, subject to Section 68(1)(d) of the 1963 Act; and

		(iii)	cancel shares which, at the date of the passing of the relevant Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its authorised share capital by the amount of the shares so cancelled.

	(b)	Where any difficulty arises in regard to any division, consolidation, sub-division or cancellation under this article 11, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion among the Shareholders who would have been entitled to the fractions, except that any proceeds in respect of any holding which are less than a sum fixed by the Board may be retained for the benefit of the Company. For the purpose of any such sale the Board may authorise some person to transfer the shares representing fractions to the purchaser, who shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

REDUCTION OF CAPITAL


12.	Subject to the Companies Acts and to any confirmation or consent required by law or these articles, the Company may from time to time by Special Resolution authorise the reduction in any manner of its issued share capital, any capital redemption reserve fund or any share premium account.

13.	In relation to any such reduction, the Company may by Special Resolution determine the terms upon which the reduction is to be effected, including, in the case of a reduction of part only of a class or series of shares, those shares to be affected.

CERTIFICATES


14.	(a)	Shares shall be issued in registered form. It shall be a condition of issue of every Share that no Shareholder shall, upon becoming the holder of that Share (irrespective of the class or series of Shares concerned), be entitled to a share certificate for that Share or any shares of any class or series held by him (nor, on transferring a part of his holding, to a certificate for the balance), unless otherwise provided by these articles or the terms of issue of such class or series of shares.

	(b)	Share certificates, if issued, shall be in such form as the Board may from time to time prescribe, subject to the requirements of the Companies Acts. No fee shall be charged by the Company for issuing a share certificate. In the case of a share held jointly by several persons, delivery of a certificate in their joint names to one of several joint holders shall be sufficient delivery to all.

15.	If a share certificate is worn-out or defaced, or alleged to have been lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of wearing-out or defacement, on delivery of the certificate to the Company. The Board may require any such indemnity to be secured in such manner as the Board may think fit.

16.	(a)	All certificates for shares (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms of issue of such shares otherwise provide, be issued under Seal. Each certificate shall be signed by a person or persons then authorized pursuant to article 93 to affix the Seal over his signature.

	(b)	The Board may determine, either generally or in any particular case, that any signature on certificates for shares (or certificates or agreements or other documents evidencing the issue by the Company of awards under any share option, share incentive or other form of employee benefits plan adopted by the Company from time to time) need not be autographic but may be affixed to such certificates, agreements or other documents by some mechanical means or may be facsimiles printed on such certificates, agreements or other documents. If any person who has signed, or whose facsimile signature has been used on, any such certificate,


		agreement or other document ceases for any reason to hold his office or authority to sign such certificates, agreements or other documents, such certificate, agreement or other document may nevertheless be issued as though that person had not ceased to hold such office or authority to sign such certificates, agreements or other documents.

LIEN


17.	The Company shall have a first and paramount lien on every share for all debts and liabilities of any Shareholder to the Company, whether presently due or not, payable in respect of such share. The Company’s lien on a share shall extend to all dividends and other monies payable in respect thereof. The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article. The registration of a transfer of any such share shall operate as a waiver of the Company’s lien (if any) thereon.

18.	(a)	The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently due nor until the expiration of 14 clear days after a notice, stating and demanding payment of the sum presently due and giving notice of the intention to sell in default of such payment, has been served on the holder of the share or the person entitled by transmission to it.

	(b)	The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is due, and any residue shall (subject to a like lien for debts or liabilities not presently due as existed upon the share prior to the sale) be paid to the holder of, or the person entitled by transmission to, the share immediately before such sale. For giving effect to any such sale the Board may authorise some person to transfer the share to the purchaser. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale. If a share, which is to be sold as provided for in this article 18, is held in uncertificated form (as such term is used in the Companies Act 1990 (Uncertificated Securities) Regulations 1996), the Board may authorise some person to do all that is necessary under the Companies Act, 1990 (Uncertificated Securities) Regulations 1996 to put such share into certificated form prior to its sale.

REGISTER OF SHAREHOLDERS


19.	(a)	The Register shall be kept in the manner prescribed by the Companies Acts at the Registered Office or at such other place as may be authorised by the Board from time to time consistent with the Companies Acts.

	(b)	The Register may be closed at such times and for such periods as the Board may from time to time decide, subject to Section 121 of the 1963 Act. Except during


		such time as it is closed, the Register shall be open to inspection in the manner prescribed by the Companies Acts at such times as the Board may from time to time determine.

	(c)	Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register, or otherwise recognized by the Company, any indication of any trust or any equitable, beneficial, contingent, future, fractional or partial interest in any share, and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any provisions of these articles provided that no interest will be entered in the Register unless permitted by the Companies Acts.

REGISTER OF DIRECTORS AND SECRETARY


20.	The Secretary shall maintain a register of the Directors and Secretary of the Company as required by the Companies Acts. The register of Directors and Secretary shall be open to inspection in the manner prescribed by the Companies Acts at such times as the Board may from time to time determine.

TRANSFER OF SHARES


21.	Subject to the Companies Acts, to such of the restrictions contained in these articles as may be applicable and to the terms of the issue and rights and privileges attaching to any class or series of share, any Shareholder may transfer all or any of his shares (of any class or series) by an instrument of transfer in the usual common form or in any other form which the Board may from time to time approve. The instrument of transfer may be endorsed on the certificate (if any) issued in respect of the share.

22.	(a)	The instrument of transfer of a Share shall be signed by or on behalf of the transferor and the transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the Register in respect of it. The instrument of transfer need not be signed by or on behalf of the transferee. All instruments of transfer may be retained by the Company. The foregoing provisions of this article 22(a) and the provisions of article 22(b) shall not limit the rights of the Company provided in articles 17 and 18.

	(b)	Upon receipt of instructions in writing by a transferor, the instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary or an Assistant Secretary, and the Secretary or Assistant Secretary shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the transferor in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class (or series) and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary or Assistant Secretary as agent for the transferor in accordance with the first sentence of this article 22(b), be deemed to


	be a proper instrument of transfer for the purposes of Section 81 of the 1963 Act. Neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the transfer should the Board so determine.

(c)	The Company, at its absolute discretion and insofar as the Companies Acts or any other applicable law permit, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those shares and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid (and the provisions of articles 17 and 18 shall apply to such lien).

(d)	Notwithstanding the provisions of these articles and subject to the Companies Acts, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with Section 239 of the 1990 Act or any regulations made thereunder. Subject to the Companies Acts, the Board shall have power to permit any class or series of shares to be held in uncertificated form (as such term is used in the Companies Act 1990 (Uncertificated Securities) Regulations 1996) and to implement any arrangements it thinks fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions of these articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations.

(e)	Nothing in these articles shall preclude the Board from recognising the renunciation of the allotment of any share by an allottee in favour of some other person on such terms and subject to such conditions as the Board may from time to time decide.

(f)	The Board may decline to register any transfer:

	(i)	if the instrument of transfer is not duly stamped, if required, and lodged at the Registered Office or any other place as the Board may from time to time specify for the purpose, accompanied by the certificate (if any) for the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

	(ii)	unless a registration statement under the Securities Act of 1933 of the United States of America is in effect with respect to such transfer or such transfer is exempt from registration and, if requested by the Board, a written opinion from counsel reasonably acceptable to the Board is obtained to the effect that such transfer is exempt from registration; or


		(iii)	without prejudice to the foregoing, in the absolute discretion of the Board and without assigning any reason therefor, subject to any limitation on such right of the Board imposed by law.

	(g)	The Board shall decline to register a transfer of Shares if it appears to the Board, whether before or after such transfer, that the effect of such transfer would be to increase the number of the Controlled Shares of any person to 10% or any higher percentage of any class of voting Shares or of the total issued Shares or of the voting power of the Company. The Board may, in its discretion, advise any person that any transfer which would increase the number of such person’s Controlled Shares to 10% or any higher percentage of any class of voting Shares or the total issued Shares or voting power of the Company may not be made and will not be recognised for any purpose and any such transfer purported to have been made to such person after receipt of such notice by such person shall be null and void.

	(h)	Subject to any directions of the Board from time to time in force, the Secretary or Assistant Secretary may exercise the powers and discretions of the Board under article 22(f) and articles 21 and 23.

	(i)	The registration of transfers may be suspended at such time and for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended for more than 30 days in any year except as may be required by applicable law.

23.	(a)	If the Board declines to register a transfer it shall, within one month after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

	(b)	No fee shall be charged by the Company for registering any transfer or for making any entry in the Register concerning any other document relating to or affecting the title to any share (except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed on it in connection with such transfer or entry).

TRANSMISSION OF SHARES

24.

In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint Shareholder, or the estate representative, where he or she was sole Shareholder, shall be the only person or persons recognised by the Company as having any title to his shares; but nothing in these articles shall release the estate of a deceased Shareholder from any liability in respect of any share held by him solely or jointly with other persons. In this article, estate representative means the person to whom appropriate authority has been granted to represent or administer or otherwise manage the estate of a deceased Shareholder under the laws applicable to the estate of the deceased Shareholder or, if there is no such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this article.


25.	(a)	Subject to article 22(f), any person entitled by transmission to a share may, upon the production of such evidence as may be properly required by the Board from time to time, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the transferee of the share.

	(b)	Subject to article 22(f) and article 25(c), if such person entitled by transmission to a share elects to be registered as holder of the share, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee.

	(c)	All of the provisions of these articles relating to the right to transfer and the registration of transfers of shares shall apply to any such notice or instrument of transfer as if the death or bankruptcy of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer were an instrument of transfer signed by such Shareholder.

26.	A person entitled by transmission to a share shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Shareholder in respect of the share, be entitled to exercise any right in respect of the share in relation to meetings of the Company; provided, however, that the Board may at any time give notice requiring a person entitled by transmission to a share to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 clear days after the date such notice is given, the Board may withhold payment of any dividend, other monies payable, scrip dividend or capitalisation issue of shares or other similar benefit in respect of the share until the requirements of the notice have been complied with.

27.	Subject to any directions of the Board from time to time in force, the Secretary or Assistant Secretary may exercise the powers and discretions of the Board under articles 24, 25 and 26.

GENERAL MEETINGS


28.	The Board may, whenever it thinks fit (and, to the extent required by the Companies Acts, shall, on the requisition in writing of Shareholders holding such number of shares as is prescribed by Section 132 of the 1963 Act), convene a general meeting in the manner provided for in these articles and the Companies Acts.
29.	In accordance with the Companies Acts, the Board shall convene and the Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Each such annual general meeting shall be held within such time period as required by Section 131 of the 1963 Act. Subject to Section 140 of the 1963 Act, all general meetings may be held outside of Ireland. All general meetings other than annual general meetings shall be called extraordinary general meetings.


30.	Each general meeting shall be held at such time and place as specified in the notice of meeting.

31.	Subject to the Companies Acts, all of the provisions of these articles (including article 44) relating to meetings and resolutions of Shareholders (other than to meetings of any separate class or series of Shareholders) shall apply mutatis mutandis to (a) any separate meeting of ordinary Shareholders and (b) any separate meeting of any other class or series of Shareholders, except as otherwise expressly provided in the terms of issue of such other class or series of shares.

NOTICE OF GENERAL MEETINGS


32.	Subject to Sections 133 and 141 of the 1963 Act, any annual general meeting and any extraordinary general meeting shall be called by at least thirty clear days’ notice. The notice of a general meeting shall specify the place, day and time of the meeting (including any satellite meeting place arranged for the purposes of article 38) and, in the case of an extraordinary general meeting, the general nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these articles to all Shareholders (other than those who, under the provisions of these articles or the terms of issue of the shares which they hold, are not entitled to receive such notice from the Company) and to each Director and to the Auditors.

33.	The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting. A Shareholder present, either in person or by proxy, at any general meeting of the Company or of the holders of any class or series of shares in the Company, will be deemed to have received notice of that meeting and, where required, of the purpose for which it was called.

PROCEEDINGS AT GENERAL MEETINGS


34.	All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, the consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

35.	The chairman of the Board, if any, or, in his absence, another Director designated by the chairman of the Board shall preside as chairman at every general meeting of the Company. If neither the chairman of the Board nor such other Director designated by the chairman of the Board is present within 30 minutes after the time appointed for holding the meeting, the Shareholders present shall choose one of their number to be chairman of the meeting. The chairman of the meeting shall take such action as he thinks fit to promote the proper and orderly conduct of the business of the meeting as laid down in the notice of the meeting.

36.	(a)	Subject to Section 141 of the 1963 Act and the requirements of the Companies Acts, anything which may be done by resolution in general meeting may, without a


		meeting and without any previous notice being required, be done by resolution in writing, signed by all of the Shareholders entitled generally to vote at general meetings who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution and if described as a special resolution shall be deemed to be a Special Resolution or a special resolution of the class, as applicable. Such resolution in writing may be signed in as many counterparts as may be necessary. This article 36 shall not apply to those matters required by the Companies Acts to be carried out in a meeting.

	(b)	For the purposes of any written resolution under this article 36, the date of the resolution in writing is the date when the resolution is signed by, or on behalf of, the last Shareholder to sign and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this article 36, a reference to such date.

	(c)	A resolution in writing made in accordance with this article 36 is as valid as if it had been passed by the Company in general meeting.

37.	No business shall be transacted at any general meeting or adjourned meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment or election of a chairman, which shall not be treated as part of the business of the meeting. Unless a higher or lower quorum is required by the Companies Acts or these articles, two or more Shareholders (or if there is only one Shareholder of the relevant class or series of Shareholders, then one Shareholder) present in person or by proxy and holding shares representing at least 50 percent of the issued shares carrying the right to vote at such meeting shall be a quorum; provided, that no quorum shall exist for the purpose of considering or passing any Special Resolution unless the Shareholder or Shareholders present in person or by proxy hold Shares representing at least two-thirds of the issued Shares carrying the right to vote at such meeting.

38.	(a)	Subject to the Companies Acts, the Board may resolve to enable persons entitled to attend a general meeting of the Company to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world and by such electronic means as the Board may from time to time approve. The Shareholders present at any such satellite meeting place in person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to vote at, the meeting in question if the chairman is satisfied that the conditions referred to in articles 38(b)(i), 38(b)(ii) and 38(b)(iii) have been met.

	(b)	If it appears to the chairman of a general meeting that the place of the meeting (or any satellite meeting) specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend, then the meeting nevertheless is duly constituted and its proceedings nevertheless are valid if the chairman is satisfied that adequate facilities have been made available, whether at the place of the meeting or elsewhere, to ensure that each such person who is unable to be accommodated at the place of the meeting is able to:


		(i)	communicate simultaneously and instantaneously with the persons present at the other meeting place or places, whether by the use of microphones, loud-speakers, audio-visual or other communications equipment or facilities;

		(ii)	have access to all documents which are required by the Companies Acts and these articles to be made available at the meeting; and

		(iii)	participate in any poll required to vote on any resolutions of the Company;

		and in that case the chairman may elect to use such adequate facilities described in the preceding sentence for the purposes of the meeting and any provision of these articles relating to meetings shall apply to any meeting so extended by the use of such facilities.

	(c)	The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place. If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place are or become inadequate for the purposes referred to in articles 38(b)(i), 38(b)(ii) and 38(b)(iii), then the chairman may, without the consent of the meeting, adjourn the general meeting. All business conducted at that general meeting up to the time of such adjournment shall be valid.

39.	Each Director and the Auditors shall be entitled to attend and speak at any general meeting of the Company or of any class or series of Shareholders.

40.	The Board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company, including arranging for any person attending a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted, and any person who fails to comply with any such arrangements may be refused entry to the meeting.

41.	(a)	Subject to the Companies Acts, a resolution may only be put to a vote at a general meeting of the Company if:

		(i)	it is proposed by or at the direction of the Board; or

		(ii)	it is proposed at the direction of a court of competent jurisdiction;

		(iii)	it is proposed with respect to an extraordinary general meeting in the requisition in writing for such meeting made by such number of Shareholders as is prescribed by (and such requisition in writing is made in accordance with) Section 132 of the 1963 Act; or

		(iv)	the chairman of the meeting in his discretion decides that the resolution may properly be regarded as within the scope of the meeting .


	(b)	No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting.

	(c)	If the chairman of the meeting in his discretion rules a resolution or an amendment to a resolution admissible or out of order (as the case may be), the proceedings of the meeting or on the resolution in question shall not be invalidated by any error in his ruling. Any ruling by the chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive, subject to any subsequent order by a court of competent jurisdiction.

42.	(a)	At any general meeting, whether or not a quorum is present, the chairman may, with the consent of the meeting, and shall if so directed by the meeting, adjourn the meeting from time to time and place to place without notice other than announcement at the meeting. Other than announcement at the meeting, notice of any adjourned meeting or of any business to be transacted at an adjourned meeting shall not be required to be given, except as provided in article 42(c) and except where expressly required by applicable law.

	(b)	At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called, but only those Shareholders entitled to vote at the meeting as originally notified shall be entitled to vote at any adjournment or adjournments thereof.

	(c)	If an adjournment is for 30 days or more or for an indefinite period, a notice of the adjourned meeting shall be given in the manner specified in article 32.

VOTING


43.	Except where a greater majority is required by the Companies Acts or these articles, any question proposed for consideration at any general meeting of the Company shall be decided by an Ordinary Resolution and all resolutions put to the Shareholders will be decided on a poll.

44.	(a)	Every Shareholder owning shares conferring the right to vote present in person or by proxy at any general meeting shall have one vote (or such other number of votes as may be specified in the terms of issue of such shares or in these articles), for each such share registered in such Shareholder’s name in the Register on the date fixed pursuant to the provisions of article 106 or 107, as applicable, as the record date for the determination of Shareholders entitled to vote at such meeting, provided that if and so long as the votes conferred by the Controlled Shares of any person constitute 10% or more of the votes conferred by the issued shares of the Company, each issued share comprised in such Controlled Shares shall confer only a fraction of a vote that would otherwise be applicable according to the following formula:

		[(T divided by 10) – 1] divided by C


		Where: “T” is the aggregate number of votes conferred by all the issued shares of the Company; and “C” is the number of votes conferred by the Controlled Shares of such person.

		For the purposes of this article, “person” shall include any “group” of persons within the meaning of Section 13(d)(3) of the Exchange Act.

	(b)	If, as a result of giving effect to the foregoing provisions of this article 44 or otherwise, the votes conferred by the Controlled Shares of any person would otherwise represent more than 10% of the votes conferred by all of the issued shares of the Company, the votes conferred by the Controlled Shares of such person shall be reduced in accordance with the foregoing provisions of this article 44. Such process shall be repeated until the votes conferred by the Controlled Shares of each person represent no more than 10% of the votes conferred by all of the issued shares of the Company.

	(c)	Notwithstanding the foregoing provisions of this article 44, after having applied the provisions thereof as best as they consider reasonably practicable, the Board may make such final adjustments to the aggregate number of votes conferred by the Controlled Shares of any person that it considers fair and reasonable in all the circumstances to ensure that such votes represent less than 10% of the aggregate voting power of the votes conferred by all of the issued shares of the Company.

45.	The Board may, before any meeting of Shareholders, determine the time set for a poll, the manner in which any poll is to be taken and the manner in which votes are to be counted, which may include provision for votes to be cast by electronic means by persons present in person or by proxy at the meeting and for the appointment of scrutineers. To the extent not so determined by the Board, such matters shall be determined by the chairman of the meeting. A person appointed to act as a scrutineer need not be a Shareholder.

46.	Votes may be cast on the poll either personally or by proxy. A person entitled to more than one vote need not use all of his votes or cast all of the votes he uses in the same way.

47.	The result of a poll shall, subject to any provisions of these articles or applicable law relating to approval thresholds, be deemed to be the resolution of the meeting.

48.	In the case of an equality of votes at a meeting, the motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to a second or casting vote.

49.	In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Joint holders of more than one share shall, subject to any terms determined by the Board and subject to article 22(f), be entitled to split the holdings into several holdings with their names in different orders so as to enable one or more joint holders to attend and vote.


50.	Subject to article 51, a Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any court in Ireland (or elsewhere having jurisdiction) for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his legal guardian, receiver, committee or other person in the nature of a legal guardian, receiver, committee or other person appointed by such court, and such legal guardian, receiver, committee or other person may vote by proxy and may otherwise act and be treated as such Shareholder for the purpose of meetings of Shareholders.

51.	Evidence to the satisfaction of the Board of the authority of any person claiming the right to vote under article 50 shall be produced at the Registered Office (or at such other place as may be specified for the deposit of instruments of proxy) not later than the last time by which an instrument appointing a proxy must be deposited in order to be valid for use at the meeting or adjourned meeting or on the holding of the poll at or on which that person proposes to vote and, in default, the right to vote shall not be exercisable.

52.	No objection may be raised to the qualification of any voter or to the counting of, or failure to count, any vote except at the meeting at which the vote objected to is given or tendered. Any objection so raised shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. Except as otherwise decided by the chairman, every vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not counted shall be invalid. Notwithstanding the foregoing, however, if the chairman of the meeting considers that such action is necessary to determine accurately the vote count, the chairman may, in his discretion, whether or not an objection has been raised, defer until after the conclusion of the meeting a decision as to the proper application of article 44 to any vote at such meeting. If the decision has been so deferred, then the chairman of the meeting or, if the decision has not been reached within 90 days of the meeting, the Board, shall make the decision and the decision shall be final and conclusive.

PROXIES AND CORPORATE REPRESENTATIVES

53.	(a)	A Shareholder may appoint one or more persons as his proxy, with or without the power of substitution, to represent him and vote on his behalf in respect of all or some only of his shares at any meeting of Shareholders (including an adjourned meeting). A proxy need not be a Shareholder.

	(b)	A Shareholder that is a corporation may appoint any individual (or two or more individuals in the alternative) as its representative to represent it and vote on its behalf at any meeting of Shareholders (including an adjourned meeting) and such a corporate representative may exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were a Shareholder who is an individual.

	(c)	A Shareholder that is a corporation may appoint more than one such representative (with or without appointing any persons in the alternative) at any such meeting provided that such appointment specifies the number of shares in respect of which each such appointee is authorised to act as representative, not exceeding in aggregate


		the number of shares held by the appointor and carrying the right to attend and vote at the relevant meeting.

	(d)	The appointment of a proxy or a corporate representative in relation to a particular meeting shall, unless the contrary is stated in the instrument of appointment, be valid for any adjournment of the meeting.

54.	A Shareholder may appoint a standing proxy, with or without the power of substitution, or (if a corporation) a standing representative (with or without appointing any persons in the alternative) by delivery to the Registered Office (or at such other place as the Board may from time to time specify for such purpose) of evidence of such appointment. The appointment of such a standing proxy or representative shall be valid for every meeting of Shareholders and adjourned meeting until such time as it is revoked by notice to the Company, but:

	(a)	the appointment of a standing proxy or representative may be made on an irrevocable basis in which case the Company may recognise the vote of the proxy or representative given in accordance with the terms of the appointment, to the exclusion of the vote of the Shareholder, until such time as the appointment ceases to be effective in accordance with its terms;

	(b)	notwithstanding article 54(a), the appointment of a standing proxy or representative shall be deemed to be suspended at any meeting (or any poll taken subsequently to any meeting with respect to business on the agenda for such meeting) at which (i) the Shareholder is present in person and votes or (ii) in respect of which the Shareholder has specifically appointed another proxy or representative in respect of the same shares, which proxy or representative is present in person and votes in respect of such shares; and

	(c)	the Board may from time to time require such evidence as it deems necessary as to the due execution and continuing validity of the appointment of any standing proxy or representative and, if it does so, the appointment of the standing proxy or representative shall be deemed to be suspended until such time as the Board determines that it has received the required evidence or other evidence satisfactory to it.

55.	(a)	A proxy may be appointed by an instrument in writing in any common form or in such other form as the Board may approve, such instrument being executed under the hand of the appointor or of his attorney or agent authorised by him in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. A proxy may also be appointed in such other manner as the Board may from time to time approve.

	(b)	The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, shall, subject to the following provisions of this article 55(b), be deposited at such place or address as is specified for that purpose in the notice convening the meeting,


		before the time appointed for the taking of the relevant poll and, in default, the instrument of proxy shall not be treated as valid. Where the instrument appointing a proxy is in electronic form, it may be so received where an address has been specified by the Company for that purpose: (i) in the notice convening the meeting; (ii) in any form of appointment of proxy sent out by the Company in relation to the meeting; or (iii) in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting.

	(c)	If the terms of appointment of a proxy include a power of substitution, any proxy appointed by substitution under such power shall be deemed to be the proxy of the Shareholder who conferred such power. All of the provisions of these articles relating to the execution and delivery of an instrument or other form of communication appointing or evidencing the appointment of a proxy shall apply, mutatis mutandis , to the instrument or other form of communication effecting or evidencing such an appointment by substitution.

56.	A vote given by proxy or a representative, whether a standing proxy or a representative or proxy or representative relating to a particular meeting, shall be valid notwithstanding the previous death or insanity of the principal (in the case of a proxy), or revocation of the appointment of the proxy or representative or of the authority under which it was executed unless notice of such death, insanity or revocation was received by the Company at the Registered Office (or at any other place as may be specified for the delivery of instruments or other forms of communication appointing or evidencing the appointment of proxies and representatives in the notice convening the meeting or in any other information sent to Shareholders by or on behalf of the Board in relation to the meeting) before the commencement of the meeting or adjourned meeting at which the vote is given.

57.	Without limiting the foregoing, the Board may from time to time permit appointments of a proxy to be made by means of a telephonic, electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such telephonic, electronic or internet communication or facility to be made. The Board may in addition prescribe the method of determining the time at which any such telephonic, electronic or internet communication or facility is to be treated as received by the Company. The Board may treat any such telephonic, electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Shareholder as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Shareholder.

58.	Subject to the Companies Acts, the Board may also at its discretion waive any of the provisions of these articles relating to the execution and deposit of an instrument or other form of communication appointing or evidencing the appointment of a proxy or a representative or any ancillary matter (including any requirement for the production or delivery of any instrument or other communication to any particular place or by any particular time or in any particular way) and, in any case in which it considers it appropriate, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Shareholder at any meeting of Shareholders.


APPOINTMENT OF DIRECTORS

59.	(a)	The Board shall be divided into three classes. There is no distinction in the voting or other powers and authorities of Directors of different classes. All Directors will be designated as either class I, class II or class III Directors. The Board shall from time to time by resolution determine the respective numbers of class I Directors, class II Directors and class III Directors, but each class shall consist as nearly as possible of one-third of the total number of Directors constituting the Board. The resolution appointing any Director must designate the Director as a class I, class II or class III Director.

	(b)	Upon the resignation or termination of office of any Director, if a new Director shall be appointed to the Board he will be designated to fill the vacancy arising and shall, for the purposes of these articles, constitute a member of the class of Directors represented by the person that he replaces.

60.	(a)	Each class I Director shall (unless his office is vacated in accordance with these articles) serve initially until the conclusion of the annual general meeting of the Company held in the calendar year 2011 and subsequently shall (unless his office is vacated in accordance with these articles) serve for three-year terms, each concluding at the third annual general meeting after the class I Directors together were last appointed or re-appointed.

	(b)	Each class II Director shall (unless his office is vacated in accordance with these articles) serve initially until the conclusion of the annual general meeting of the Company held in the calendar year 2012 and subsequently shall (unless his office is vacated in accordance with these articles) serve for three-year terms, each concluding at the third annual general meeting after the class II Directors together were last appointed or re-appointed.

	(c)	Each class III Director shall (unless his office is vacated in accordance with these articles) serve initially until the conclusion of the annual general meeting of the Company held in the calendar year 2013 and subsequently shall (unless his office is vacated in accordance with these articles) serve for three-year terms, each concluding at the third annual general meeting after the class III Directors were last appointed or re-appointed.

	(d)	Any Director whose term of office is expiring at an annual general meeting will be eligible for re-appointment and will in any case retain office until the close of that meeting.

61.	(a)	No person shall be appointed a Director, unless nominated in accordance with the provisions of this article 61. Nominations of persons for appointment as Directors may be made:


		(i)	by the Board;


	(ii)	with respect to election at an annual general meeting, by any Shareholder who holds Ordinary Shares or other shares carrying the general right to vote at general meetings of the Company, who is a Shareholder at the time of the giving of the notice provided for in article 61(b) and at the time of the relevant annual general meeting, and who timely complies with the notice procedures set forth in this article 61;

	(iii)	with respect to election at an extraordinary general meeting requisitioned in accordance with Section 132 of the 1963 Act, by a Shareholder or Shareholders who hold Ordinary Shares or other shares carrying the general right to vote at general meetings of the Company and who make such nomination in the written requisition of the extraordinary general meeting in accordance with article 28 and in compliance with the other provisions of these articles and the Companies Acts relating to nominations of directors and the proper bringing of special business before an extraordinary general meeting; and

	(iv)	by holders of any class or series of shares in the Company then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series, but only to the extent provided in such terms of issue

	(clauses (ii), (iii) and (iv) being the exclusive means for a Shareholder to make nominations of persons for election to the Board).

(b)	Any Shareholder who holds Ordinary Shares or other shares carrying the general right to vote at general meetings of the Company may nominate a person or persons for election as Director at an annual general meeting only if (in addition to the requirements of article 61(a)(ii)) written notice of such Shareholder’s intent to make such nomination is given in accordance with the procedures set forth in this article 61, either by personal delivery or by mail, postage prepaid, to the Secretary of the Company at the address of the Secretary (x) until a notice of the Company’s 2011 annual general meeting has been sent to Shareholders, specified in the proxy statement sent to shareholders of XL Capital Ltd with respect to its 2010 annual general meeting and (y) thereafter, specified in the notice of an annual general meeting or accompanying proxy statement last sent to Shareholders prior to the delivery of such Shareholder’s written notice of nomination (or, if no such address was specified, at the Registered Office) not later than the close of business not less than 90 and not more than 120 clear days prior to the one-year anniversary date of the immediately preceding annual general meeting (or, in the case of the 2011 annual general meeting, of the 2010 annual general meeting of XL Capital Ltd), provided, however, that if the date of the annual general meeting is more than 30 clear days before or after the anniversary date of the immediately preceding annual general meeting (or, in the case of the 2011 annual general meeting, of the 2010 annual general meeting of XL Capital Ltd), such notice of nomination shall be given not later than the later of (i) the close of business 30 clear days prior to the date of such annual general meeting or (ii) the close of business on the day that is 10 clear days


	after the first public announcement of the date of such annual general meeting. In no event shall any adjournment of an annual general meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.

(c)	Each notice of a Shareholder’s intent to make a nomination delivered pursuant to article 61(b) and each requisition in writing delivered pursuant to article 28 that sets forth a notice of a Shareholder’s or Shareholders’ intent to nominate one or more persons for election as a Director shall, in each case, set forth:

	(i)	as to the Shareholder or Shareholders giving notice and each beneficial owner, if different, on whose behalf the nomination is made, (A) the name and address of each such Shareholder and each such beneficial owner, (B) the class or series and number of Shares of which each such Shareholder and each such beneficial owner, respectively (and their respective Affiliates, naming such Affiliates), is, directly or indirectly, the registered or beneficial owner as of the date of such notice or requisition in writing, (C) a description of the material terms of any Covered Arrangement to which each such Shareholder and each such beneficial owner, and their respective Affiliates, directly or indirectly, is a party as of the date of such notice or such requisition in writing, (D) any other information relating to each such Shareholder and each such beneficial owner that would be required to be disclosed in a proxy statement in connection with a solicitation of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (whether or not then applicable to the Company and whether or not any such Shareholder or beneficial owner intends to solicit proxies) (the disclosures to be made pursuant to the foregoing clauses (i)(B), (i)(C) and (i)(D), the “ Shareholder Disclosable Interests ”), and (E) a representation that each such Shareholder is a registered holder of Shares entitled to vote at the relevant meeting of Shareholders and intends to appear in person or by proxy at the relevant meeting to nominate the person or persons specified in the notice or requisition in writing; provided, however, that “ Shareholder Disclosable Interests ” shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is giving such notice solely as a result of being the Shareholder directed to prepare and submit the notice required by this article 61 on behalf of one or more beneficial owners;

	(ii)	a description of all arrangements or understandings between each such Shareholder and each such beneficial owner, and their respective Affiliates, and each nominee or any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Shareholder or Shareholders;

	(iii)	as to each person whom the Shareholder or Shareholders propose to nominate for election as a Director, (A) all information relating to such person as would have been required to be included in a proxy statement filed in

		connection with a solicitation of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (whether or not then applicable to the Company and whether or not the Shareholder or Shareholders intend to solicit proxies), (B) a description of the material terms of any Covered Arrangement to which such nominee or any of his or her Affiliates is a party as of the date of such notice or requisition in writing, and (C) the written consent of each nominee to being named in the notice or requisition in writing as a nominee and to serving as a Director if so elected; and

	(iv)	an undertaking by each such Shareholder and each such beneficial owner to (A) notify the Company in writing of any changes in the information provided in such notice or requisition in writing pursuant to clauses (i), (ii) and (iii) above as of the record date for determining Shareholders entitled to vote at the relevant meeting of Shareholders promptly (and, in any event, within five business days) following the later of the record date or the date notice of the record date is first disclosed by public announcement and (B) deliver to the Company an updated notification of such information thereafter within two business days of any change in such information and, in any event, within five hours after the close of business (at the location at which the meeting is to take place) on the business day preceding the meeting date updated as of such close of business.

(d)	No person shall be eligible for election as a Director of the Company unless nominated in accordance with the procedures set forth in these articles. Except as otherwise provided by law, the Board or the chairman of any meeting of Shareholders to elect Directors may determine in good faith that a nomination was not made in compliance with the procedures set forth in the foregoing provisions of this article 61; and if the Board or the chairman of the meeting should so determine, it shall be so declared to the meeting, and the defective nomination shall be disregarded. Notwithstanding anything in these articles to the contrary, unless otherwise required by law, if a Shareholder intending to make a nomination at a meeting of Shareholders in accordance with this article 61 does not timely appear in person or by proxy at the meeting to present the nomination, such nomination shall be disregarded, notwithstanding that appointments of proxy in respect of such nomination may have been received by the Company or any other person.

(e)	Notwithstanding the foregoing provisions of this article 61, any Shareholder or Shareholders intending to make a nomination at a meeting of Shareholders in accordance with this article 61, and each related beneficial owner, if any, shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in these articles; provided, however, that any references in these articles to the Exchange Act are not intended to and shall not limit the requirements applicable to nominations made or intended to be made in accordance with clause (ii) or clause (iii) of article 61(a).


	(f)	Nothing in this article 61 shall be deemed to affect any rights of the holders of any class or series of shares to elect or appoint Directors pursuant to any applicable terms of issue of any such shares.

62.	The number of Directors shall (subject to automatic increases to accommodate the exercise of the rights of holders of any class or series of shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series) not be less than 3 nor more than 13. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below the fixed minimum number, the remaining Director or Directors shall appoint, as soon as practicable, an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment.

63.	(a)	Subject to articles 61 and 62, and subject to the rights of any holders of any class or series of Shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series, Directors shall be individuals appointed as follows:

		(i)	by Shareholders by Ordinary Resolution at the annual general meeting in each year or at any extraordinary general meeting called for the purpose in accordance with the other provisions of these articles;

		(ii)	by the Board in accordance with the last sentence of article 62 and in accordance with article 83; or

		(iii)	so long as there are in office a sufficient number of Directors to constitute a quorum of the Board in accordance with article 82, the Directors shall have the power at any time and from time to time to appoint any person to be a Director, either to fill a vacancy in the Board or as an addition to the existing Directors, but so that the total number of Directors shall not any time exceed the maximum number provided for in these articles.

	(b)	If at any meeting of Shareholders (or on a subsequent poll with respect to business on the agenda for such meeting) resolutions are passed in respect of the election or re-election (as the case may be) of Directors which would result in the maximum number of Directors fixed in accordance with these articles being exceeded, then those Director(s), in such number as exceeds such maximum fixed number, receiving at that meeting (or on a subsequent poll with respect to business on the agenda for such meeting) the lowest number of votes in favour of election or re-election (as the case may be) shall, notwithstanding the passing of any resolution in their favour, not be elected or re-elected (as the case may be) to the Board; provided , that this article shall not limit the rights of holders of any class or series of shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series; provided , further , that nothing in this article 63(b) will require or result in the removal of a Director whose election or re-election to the Board was not voted on at such meeting.


	(c)	A Director appointed by the Board under 63(a)(ii) or 63(a)(iii) (unless he is removed from office or his office is vacated in accordance with these articles) will hold office until his term of office expires under article 60(a), 60(b) or 60(c) as relevant.

	(d)	Directors are not entitled to appoint alternate directors.

	(e)	A Director shall not require a share qualification.

RESIGNATION, REMOVAL AND DISQUALIFICATION OF DIRECTORS


64.	The office of a Director shall be vacated:

	(a)	if he resigns his office, on the date on which notice of his resignation is delivered to the Secretary at the principal executive offices of the Company or tendered at a meeting of the Board or on such later date as may be specified in such notice; or

	(b)	on his being prohibited by law from being a Director; or

	(c)	on his ceasing to be a Director by virtue of any provision of the Companies Acts.

65.	The Company may, in accordance with Section 182 of the 1963 Act, remove any Director before the expiration of his term of office notwithstanding anything in these articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.

DIRECTORS’ REMUNERATION AND EXPENSES

66.	Each Director shall be entitled to receive such fees for his services as a Director, if any, as the Board may from time to time determine. Each Director shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director, including his reasonable traveling, hotel and incidental expenses in attending and returning from meetings of the Board or any committee of the Board or general meetings.

67.	The Board may from time to time determine that, subject to the requirements of the Companies Acts, all or part of any fees or other remuneration payable to any Director of the Company shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Board may decide.

DIRECTORS’ INTERESTS

68.	(a)	A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall comply with the provisions of Section 194 of the 1963 Act.


	(b)	A Director may vote in respect of any contract or proposed contract in which he has declared his interest in accordance with article 68(a) and will be counted in the quorum at any meeting on which any such vote is proposed.

69.	(a)	A Director of the Company may be or become a director or other officer of, or otherwise interested in, any corporation promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other corporation unless the Company otherwise directs.

	(b)	A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

	(c)	Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; but nothing herein contained shall authorise a director or his firm to act as Auditor.

POWERS OF THE BOARD

70.	Subject to the provisions of the Companies Acts and these articles, the Board shall manage the business and affairs of the Company and may exercise all of the powers of the Company as are not required by the Companies Acts or by these articles to be exercised by the Company in general meeting. No alteration of these articles shall invalidate any prior act of the Board which would have been valid if that alteration had not been made. The powers given by this article shall not be limited by any special power given to the Board by these articles and, except as otherwise expressly provided in these articles, a meeting of the Board at which a quorum is present shall be competent to exercise all of the powers, authorities and discretions vested in or exercisable by the Board.

71.	The Board may exercise all of the powers of the Company to borrow or raise money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to Part III of the 1983 Act, to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other person.


72.	The Company may exercise the powers conferred by Section 41 of the 1963 Act with regard to having an official seal for use abroad and such powers shall be vested in the Board.

73.	All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time determine.

74.	The Board may exercise all of the powers of the Company to grant or procure the grant or provision of benefits, including pensions, annuities or other allowances, to or for any person, including any Director or former Director, who has held any executive office or employment with, or whose services have directly or indirectly been of benefit to, the Company or any Group Company or Affiliate or otherwise associated with any of them or a predecessor in business of the Company or of any such other corporation, and to or for any relation or dependant of any such person, and to contribute to any fund and pay premiums for the purchase or provision of any such benefit, or for the insurance of any such person.

75.	The Board may cause the voting power conferred by the shares in any other corporation or other person held or owned by the Company to be exercised in such manner in all respects as the Board thinks fit, including the exercise of votes in favour of any resolution appointing the Directors or any of them to be directors or officers of such other corporation or person or voting or providing for the payment of remuneration to any such Directors as the directors or officers of such other corporation or person.

DELEGATION OF THE BOARD’S POWERS

76.	The Board may by power of attorney or otherwise (including by a duly passed resolution) appoint any person to be the attorney or agent of the Company and may delegate to such person any of the Board’s powers, authorities and discretions (with power to sub-delegate) for such period and subject to such conditions as it may think fit. The Board may revoke or vary any such appointment or delegation. Any such power of attorney or resolution or other document may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Board may think fit.

77.	The Board may from time to time provide for the management of the affairs of the Company in such manner as it shall think fit and the provisions contained in article 78 shall be without prejudice to the general powers conferred by this article.

78.	(a)	The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether Directors or not) as it thinks fit. The Board may make any such delegation on such terms and conditions with such restrictions as it thinks fit and either collaterally with, or to the exclusion of, its own powers and may from time to time revoke or vary such delegation. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations or limitations that may be imposed on it by the Board. The power to delegate to a committee extends to all of the powers, authorities and discretions of the Board generally


		(including those conferred by article 71) and shall not be limited by the fact that in certain provisions of these articles, but not in others, express reference is made to a committee or to particular powers, authorities or discretions being exercised by the Board or by a committee of the Board.

	(b)	The meetings and proceedings of any committee of the Board consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Board so far as they are capable of applying and are not superseded by any regulations imposed by the Board except that, unless otherwise determined by the Board, the quorum necessary for the transaction of business at any committee meeting shall be two members.

PROCEEDINGS OF THE BOARD
79.	The Board may meet to conduct business, adjourn and otherwise regulate its meetings (including notice thereof) as it thinks fit. Except where a greater majority is required by these articles, questions arising at any meeting shall be determined by a majority of the votes cast at a meeting at which there is a quorum. In the case of an equality of votes the motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to a second or casting vote.

80.	A meeting of the Board may at any time be summoned by the chairman of the Board or by the chief executive officer, if he is a Director. The Secretary or any Assistant Secretary shall also summon a meeting of the Board on the requisition of a Director. Such meeting of the Board shall be summoned in such manner and with such prior notice as the Board may from time to time determine (including as to the manner of giving notice), which notice shall set forth the general nature of the business to be considered, unless notice is waived in accordance with the following article.

81.	A Director may waive notice of any meeting either prospectively or retroactively or at the meeting in question. A Director in attendance at a meeting shall be deemed to have waived notice of such meeting. The provisions of article 33 shall apply mutatis mutandis with respect to notices of meetings of Directors.

82.	The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be one-third of the Directors currently in office.

83.	The continuing Directors may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to article 82 as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

84.	At any meeting of the Board, the chairman of the Board shall preside or, in his absence, any Director holding the position of chief executive officer. However, if no chairman of the Board or Director holding the position of chief executive officer is present at the time


	appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

85.	A resolution in writing (in one or more counterparts), signed at the relevant time by all of the Directors then in office or all of the members of a committee of Directors then in office shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held.

86.	A meeting of the Board or any committee thereof may be held by such electronic means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting will be deemed to take place where the largest group of those participating in the meeting is physically present together or, if there is no such group, where the chairman of the meeting then is.

87.	All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.

OFFICERS AND EXECUTIVES

88.	(a)	The Board may elect a chairman of the Board and determine the period for which he is to hold office and may appoint any person (whether or not a Director) to fill the position of chief executive officer (who may be the same person as the chairman of the Board). The chairman of the Board shall vacate that office if he vacates his office as a Director (otherwise than by the expiration of his term of office at a general meeting of the Company at which he is re-appointed).

	(b)	The Board may from time to time appoint one or more of its body to hold any office or position with the Company for such period and on such terms as the Board may determine and may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company that may be involved in such revocation or termination or otherwise. Any person so appointed shall receive such remuneration, if any (whether by way of salary, commission, participation in profits or otherwise), as the Board may determine.

	(c)	In addition, the Board may appoint any person, whether or not he is a Director, to hold such executive or official position (except that of Auditor) as the Board may from time to time determine. The same person may hold more than one office or executive or official position.


	(d)	Any person elected or appointed pursuant to this article 88 shall hold his office or other position for such period and on such terms as the Board may determine and the Board may revoke or vary any such election or appointment at any time by resolution of the Board. Any such revocation or variation shall be without prejudice to any claim for damages that such person may have against the Company or the Company may have against such person for any breach of any contract of service between him and the Company which may be involved in such revocation or variation. If any such office or other position becomes vacant for any reason, the vacancy may be filled by the Board.

	(e)	Except as provided in the Companies Acts or these articles, the powers and duties of any person elected or appointed to any office or executive or official position pursuant to this article 88 shall be such as are determined from time to time by the Board.

	(f)	The use or inclusion of the word “officer” (or similar words) in the title of any executive or other position shall not be deemed to imply that the person holding such executive or other position is an “officer” of the Company within the meaning of the Companies Acts.

MINUTES

89.	(a)	The Board shall cause minutes to be made and books kept for the purpose of recording all of the proceedings and attendance at meetings of the Board and of any committee of the Board and at meetings of the Shareholders and of any class or series of Shareholders of the Company.

	(b)	Subject to the requirements of the Companies Acts, the Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the minutes of meetings of the Shareholders and of any class or series of Shareholders of the Company (but not minutes of meetings of the Board or any committee of it) shall be open to the inspection of Shareholders not being Directors and no Shareholder (who is not a Director) shall have any right to inspect any account or book or document of the Company except as conferred by applicable law or authorised by the Board or, in a general meeting, by the Company.

SECRETARY

90.	The Secretary shall be appointed by the Board at such remuneration (if any) and on such terms as it may think fit and any Secretary so appointed may be removed by the Board. Any revocation or variation of such position shall be without prejudice to any claim for damages that such person may have against the Company or the Company may have against such person for any breach of any contract of service between him and the Company which may be involved in such revocation or variation or otherwise.

91.	The duties of the Secretary shall be those prescribed by the Companies Acts, together with such other duties as shall from time to time be prescribed by the Board, and in any case,


	shall include the making and keeping of records of the votes, doings and proceedings of all meetings of the Shareholders and the Board of the Company, and committees, and the authentication of records of the Company.

92.	A provision of the Companies Acts or these articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

THE SEAL

93.	(a)	The Company, in accordance with article 72, may have for use in any territory outside Ireland one or more additional Seals, each of which shall be a duplicate of the Seal with or without the addition on its face of the name of one or more territories, districts or places where it is to be used and a securities seal as provided for in the Companies (Amendment) Act 1977.

	(b)	Any Authorized Person may affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated or executed under Seal. Subject to the Companies Acts, any instrument to which a Seal is affixed shall be signed by one Authorized Person. As used in this article 93(b), “Authorized Person” means (i) any Director, the Secretary or any Assistant Secretary, and (ii) any other person authorized for such purpose by the Board from time to time (whether, in the case of this clause (ii), identified individually or collectively and whether identified by name, title, function or such other criteria as the Board may determine).

DIVIDENDS AND OTHER PAYMENTS

94.	(a)	The Board may from time to time declare and pay such dividends to the Shareholders as appear to the Directors to be justified by the profits of the Company.

	(b)	The Board may declare and pay dividends in any currency that the Board in its discretion shall choose.

95.	Except insofar as the terms of issue of any shares otherwise provide, all shares outstanding on the record date for a dividend shall rank equally for such dividend.

96.	The Board may deduct from any dividend or other moneys payable to a Shareholder (either alone or jointly with another) by the Company on or in respect of any shares all sums of money (if any) due from him (either alone or jointly with another) to the Company in respect of shares of the Company.

97.	No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company, unless the terms of issue of that share otherwise expressly provide.

98.	(a)	Any dividend or other sum payable in cash to the holder of a share may be paid by cheque, wire transfer or other means approved by the Board and, in the case of a cheque, may be sent through the post addressed to the holder at his address in the


		Register (or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the share at his registered address as appearing in the Register).

	(b)	Every such cheque or wire transfer shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of one or more of the holders and shall be sent at his or their risk and payment of the cheque or wire transfer by the bank on which it is drawn or from which it is transferred (as the case may be) shall constitute a good discharge to the Company.

	(c)	In addition, any dividend or other sum payable to the holder of a share may be paid by a bank or other funds transfer system or by such other means as may be approved by the Board and to or through such person as the holder or joint holders may direct in writing, and the Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or when it has acted on any such direction.

	(d)	Any one of two or more joint holders may give an effectual receipt for any dividend or other moneys payable or property distributable in respect of the shares held by such joint holders.

99.	(a)	If (i) a payment for a dividend or other sum payable in respect of a share sent by the Company to the person entitled to it in accordance with these articles is left uncashed or is returned to the Company and, after reasonable enquiries, the Company is unable to establish any new address or, with respect to a payment to be made by a funds transfer system, a new account, for that person or (ii) such a payment is left uncashed or returned to the Company on two consecutive occasions, the Company shall not be obliged to send any dividends or other sums payable in respect of that share to that person until he notifies the Company of an address or, where the payment is to be made by a funds transfer system, details of the account, to be used for the purpose.

	(b)	Subject to any applicable abandoned property, escheat or similar laws, any dividend or other distribution in respect of a share which is unclaimed for a period of 6 years from the date on which it became payable shall be forfeited and shall revert to the Company. The payment by the Company of any unclaimed dividend or other distribution payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of it.

100.	The Board may, insofar as the Companies Acts permit, direct payment or satisfaction of any dividend or other distribution wholly or in part by the distribution of specific assets and, in particular, of fully or partly Paid Up shares or other securities of any other corporation; and, where any difficulty arises in regard to such dividend or distribution, the Board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions, or may ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets, and may determine that cash payments shall be made to any Shareholders on the basis of the values so fixed in order to secure equality of


	distribution, and may vest any such specific assets in trustees as may seem expedient to the Board.

RESERVES

101.	The Board may, before declaring any dividend or other distribution, set aside out of the profits of the Company such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such manner as the Board lawfully determines. The Board may also without placing the same to reserves carry forward any sums that it may think it prudent not to distribute.

CAPITALISATION OF RESERVES

102.	(a)	Upon the recommendation of the Board, the Company may, by Ordinary Resolution, authorize the Board to cause any sum then standing to the credit of any of the Company’s reserves (including any capital redemption reserve fund or share premium account) or to the credit of the profit and loss account to be capitalised and applied on behalf of the Shareholders who would have been entitled to receive the same if the same had been distributed by way of dividend and in the same proportions either in or towards paying up amounts for then unpaid on any shares held by them respectively or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such holders in the proportions aforesaid) or partly in one way and partly in another, so however, that the only purpose for which sums standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by Sections 62 and 64 of the 1963 Act.

	(b)	Upon the recommendation of the Board, the Company may, by Ordinary Resolution, authorize the Board to capitalise any part of the amount then standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those Shareholders of the Company who would have been entitled to that sum if it were distributed by way of dividend (and in the same proportions), and the Board shall give effect to such resolution.

103.	Whenever an Ordinary Resolution is passed in pursuance of article 102, the Board shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Board to make such provision as it shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale amongst the Shareholders otherwise entitled to such fractions in


	due proportions) and also to authorise any person to enter on behalf of all of the Shareholders concerned into an agreement with the Company providing for the allotment to them respectively credited as fully paid up of any further shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Shareholders.

104.	(a)	Whenever a capitalisation issue of shares is authorized under article 102, the Board may, subject to the rights attached to any particular class or series of shares, also decide to offer any Shareholder the right to elect to forego his entitlement to receive additional shares under such capitalisation issue (or such part of his entitlement as the Board may determine) and to receive instead a payment in cash (a “cash option”) in accordance with the following provisions of this article 104.

	(b)	The amount payable under and all other terms of the cash option shall be decided by the Board, which may fix a limit on the extent to which an election for the cash option shall be effective (whether by reference to a part of any Shareholder’s total entitlement to additional shares or to the total number of additional shares in respect of which all such elections may be made on any occasion).

	(c)	The Board shall give notice to the Shareholders of their rights of election in respect of the cash option and shall specify the procedure to be followed in order to make an election.

	(d)	Payments to those Shareholders who elect to receive cash instead of their entitlement to further shares under such a capitalisation issue (“cash electors”) may, to the extent permitted by the Companies Acts, be made either (i) out of profits or reserves of the Company available for the payment of dividends or (ii) out of the net proceeds of sale of the shares to which the cash electors would have been entitled under such capitalisation issue but for their election to receive cash, or partly in one way and partly in the other, as the Board determines. To the extent that the Board determines that payment is to be made as in (ii) above, the Board shall be entitled to sell the additional shares to which the cash electors would have been entitled, to appoint some person to transfer those shares to the purchaser (who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale). The net proceeds of sale shall be applied in or towards payment of the amounts due to cash electors in respect of their cash entitlement and, to the extent that they exceed that entitlement, may be retained by the Company for its benefit.

	(e)	The Board may decide that Shareholders resident in territories where, in the opinion of the Board, compliance with local laws or regulations would be unduly onerous if those Shareholders were to receive additional shares, shall be deemed to have exercised rights of election to receive cash.


	(f)	The Board may determine that any sums due in respect of a cash option to all or some of those Shareholders whose registered addresses are in a particular territory shall be paid in a currency or currencies other than US dollars and, if it does so, the Board may fix or otherwise determine the basis of conversion into the other currency or currencies and payment of that converted amount in that currency shall be in full satisfaction of the entitlement to such sum.

105.	(a)	The Board may, subject to the rights attached to any particular class or series of shares, offer any Shareholder the right to elect to receive further shares, credited as paid up, instead of cash in respect of all (or some part) of any dividend (a “scrip dividend”) in accordance with the following provisions of this article 105.

	(b)	The basis of allotment of the further shares shall be decided by the Board so that, as nearly as may be considered convenient, the value of the further shares, including any fractional entitlement, is equal to the amount of the cash dividend which would otherwise have been paid. For these purposes the value of the further shares shall be calculated in such manner as may be determined by the Board, but the value shall not in any event be less than the nominal value of a share.

	(c)	The Board shall give notice to the Shareholders of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.

	(d)	The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further shares shall be allotted in accordance with elections duly made and the Board shall capitalise a sum equal to not less than the aggregate nominal value of, nor more than the aggregate “value” (as determined under article 105(b)) of, the shares to be allotted, as the Board may determine out of such sums available for the purpose as the Board may consider appropriate.

	(e)	The Board may decide that the right to elect for any scrip dividend shall not be made available to Shareholders resident in any territory where, in the opinion of the Board, compliance by the Company with local laws or regulations would be unduly onerous.

	(f)	The Board may do all acts and things considered necessary or expedient to give effect to the provisions of a scrip dividend election and the issue of any shares in accordance with the provisions of this article 105, and may make such provisions as it thinks fit for the case of shares becoming distributable in fractions (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company rather than to the Shareholders concerned).

	(g)	The Board may from time to time establish or vary a procedure for election mandates, under which a holder of shares may, in respect of any future dividends for which a right of election pursuant to this article 105 is offered, elect to receive further shares in lieu of such dividend on the terms of such mandate.


RECORD DATES

106.	(a)	The Board may fix, in advance, a date as the record date for the purpose of determining the Shareholders entitled to notice of, or to vote at, any meeting of the Shareholders or any adjournment thereof, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board.

	(b)	The Board may fix, in advance, a date as the record date for the purpose of determining the Shareholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares, or in order to make a determination of the Shareholders for the purpose of any other lawful action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 90 calendar days prior to such payment, allotment or other action.

107.	If no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders or Shareholders entitled to receive payment of a dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares, or in order to make a determination of the Shareholders for the purpose of any other such lawful action, the date on which notice of the meeting is issued or the date on which the resolution of the Board declaring such dividend or approving any other such lawful action is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this article, such determination shall apply to any adjournment thereof.

UNTRACED SHAREHOLDERS

108.	(a)	The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a Shareholder or the shares to which a person is entitled by transmission if and provided that:

		(i)	during a period of six years no dividend in respect of those shares has been claimed and at least three cash dividends have become payable on the shares in question;

		(ii)	on or after expiry of that period of six years the Company has inserted an advertisement in a newspaper circulating in the area of the last-registered address at which service of notices upon the Shareholder or person entitled by transmission may be effected in accordance with these articles and in a national newspaper published in the relevant country, giving notice of its intention to sell such shares;

		(iii)	during that period of six years and the period of three months following the publication of such advertisement the Company has not received any


			communication from such Shareholder or person entitled by transmission; and

		(iv)	if so required by the rules of any securities exchange upon which the shares in question are then listed, notice has been given to that exchange of the Company’s intention to make such sale.

	(b)	The Company’s power of sale shall extend to any share which, on or before the date or first date on which any advertisement referred to in clause (ii) of article 108(a) appears, is issued (by way of bonus or otherwise) in respect of a share to which article 108(c) applies.

	(c)	To give effect to any such sale the Board may authorise some person to transfer the shares to the purchaser who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Shareholder or person entitled by transmission for an amount equal to such proceeds and shall enter the name of such former Shareholder or person entitled by transmission in the books of the Company as a creditor for such amount (and, provided that the Company shall have complied with this article 108 and any applicable abandoned property, escheat or similar laws, the Company shall have no other liability to any person). No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Board may from time to time think fit.

SERVICE OF NOTICES AND OTHER DOCUMENTS

109.	Any notice or other document may be sent to, served on or delivered to any Shareholder by the Company either personally or by sending it by electronic record, facsimile, through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register or by any other means permitted under applicable law. Acknowledgement of receipt shall not be required and is not a condition of valid service of due notice.

110.	Any notice or other document shall be deemed to have been served or delivered:

	(a)	if given by facsimile, 24 hours after the time such facsimile is transmitted and the appropriate confirmation is received

	(b)	if mailed, 24 hours after deposited in the mail, in a postage-prepaid letter addressed to the Shareholder at his address as it appears in the Register;

	(c)	if sent by email or other electronic transmission, 24 hours after such email or other electronic submission is transmitted; or


	(d)	if published as an electronic record on a website, 24 hours after the time that the notice or other document is published on the website, provided the Shareholder has previously consented to receipt of notice by means of such delivery as provided in article 113 or otherwise; and

	(e)	if given by any other means, when delivered at the applicable address;

	and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post, except in respect of electronic means of service where the record of the Company’s or its agent’s system shall be deemed to be the definitive record of delivery.

111.	For purposes of these articles and the 1963 Act, a document shall be deemed to have been sent to a Shareholder if a notice is given, served, sent or delivered to the Shareholder in accordance with article 109 and the notice specifies the website or hyperlink or other electronic link at or through which the Shareholder may obtain a copy of the relevant document.

112.	Any notice of a general meeting of the Company shall be deemed to be duly given to a shareholder, or other person entitled to it, if it is sent to him by cable, telex, telecopier, electronic mail or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose. Any such notice shall be deemed to have been served 24 hours after its dispatch.

113.	Any requirement in these articles for the consent of a Shareholder in regard to the receipt by such Shareholder of electronic mail or other means of electronic communications approved by the Board, including the receipt of the Company’s audited accounts and the Directors’ and auditors’ reports thereon, shall be deemed to have been satisfied where the Company has sent written notice to the Shareholder informing him of its intention to use electronic communications for such purposes and the Shareholder has not, within four weeks of the issue of such notice, served an objection in writing to the Company to such proposal. Where a Shareholder has given, or is deemed to have given, his consent to the receipt by such Shareholder of electronic mail or other means of electronic communications approved by the Board, he may revoke such consent at any time by requesting the Company to communicate with him in written form; provided, however, that such revocation shall not take effect until 5 days after written notice of the revocation is received at the Registered Office (or at such other place as may be specified by the Board from time to time).

114.	In the case of joint holders of a Share, service or delivery of any notice or other document on or to the joint holder first named on the Register shall for all purposes be deemed as sufficient service on or delivery to all of the joint holders.

115.	Any notice or other document delivered, sent or given to a shareholder in any manner permitted by these articles shall, notwithstanding that such shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in


	respect of any share registered in the name of such shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

116.	In the case of a person entitled by transmission to a share whose entitlement has been noted in the Register, any notice or other document shall be served on or delivered to him as if he were the holder of that share and his address noted in the Register were his registered address. A notice may be given by the Company to any other person entitled by transmission to a share by sending it through the post in a prepaid letter addressed to such person by name or by title of representatives of the deceased or official assignee in bankruptcy or by any like description at the address supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

117.	The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.

SHAREHOLDER RIGHTS PLAN

118.	Subject to applicable law, the Board is hereby expressly authorised to adopt any shareholder rights plan or similar plan, agreement or arrangement pursuant to which, under circumstances provided therein, some or all shareholders will have rights to acquire Shares or interests in Shares at a discounted price, upon such terms and conditions as the Board deems expedient and in the best interests of the Company.

WINDING UP

119.	If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required under applicable law:

	(a)	divide among the Shareholders in cash or in kind the whole or any part of the assets of the Company (whether they consist of property of the same kind or not) and for such purposes set such value as he deems fair on any property to be so divided and determine how such division shall be carried out as between the Shareholders or different classes or series of Shareholders (without prejudice to the rights attaching to any class or series of shares by virtue of these articles or the terms of issue of any such shares); and

	(b)	vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

120.	In case of a sale by the liquidator under Section 260 of the 1963 Act, the liquidator may by the contract of sale agree to bind all of the Shareholders for the allotment to the


	Shareholders direct of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract set a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting Shareholders conferred by the said Section.

121.	The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another corporation, either then already constituted or about to be constituted for the purpose of carrying out the sale.

INDEMNIFICATION

122.	(a)	Subject to articles 122(g) and 122(h), the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action, suit or proceeding by or in the right of the Company) by reason of the fact that he or she is or was an Indemnified Person, against expenses (including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding if such Indemnified Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably believed to be in or not opposed to the best interests of the relevant employee benefit plan of the Company or any Group Company, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person (i) did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably believed to be in or not opposed to the best interests of such employee benefit plan, and (ii) with respect to any criminal proceeding, had reasonable cause to believe his or her conduct was unlawful.

	(b)	Subject to articles 122(g) and 122(h), the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favour by reason of the fact that he or she is or was an Indemnified Person, against expenses (including legal fees) actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding if such Indemnified Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably believed to be in or not opposed to the best interests of the relevant employee benefit plan of the Company or any Group Company, and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Indemnified Person shall have been adjudged to be liable for willful neglect or willful default in the performance of his or her duty to the Company or to such employee benefit plan unless and only to the extent that the Irish High Court or the


		court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

	(c)	Subject to articles 122(g) and 122(h), to the extent that an Indemnified Person shall be successful on the merits or otherwise in defense, of any action, suit or proceeding referred to in articles 122(a) and 122(b) above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including legal fees) actually and reasonably incurred by him or her in connection therewith.

	(d)	Any indemnification under articles 122(a) and 122(b) above (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because he or she has met the applicable standard of conduct set forth in articles 122(a) and 122(b). Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable (or, even if obtainable, if a quorum of disinterested Directors so directs), by independent legal counsel in a written opinion, or (iii) by the Shareholders entitled to vote at general meetings of the Company.

	(e)	The Board shall have power to purchase and maintain insurances for the benefit of any persons who are or were at any time Indemnified Persons or employees or agents of the Company, or any Group Company or of any other corporation or employee benefit plan in which the Company or any Group Company has any direct or indirect interest, including insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported performance of their duties or powers or offices in relation to the Company or such other corporation.

	(f)	Subject to articles 122(g) and 122(h), expenses incurred by an Indemnified Person in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the manner provided in article 122(d), upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Company as authorized in this article 122.

	(g)	The provisions for indemnity contained in these articles shall have effect to the fullest extent permitted by law, but shall not extend to any matter which would render them void pursuant to the Companies Acts.

	(h)	The rights to indemnification and reimbursement of expenses provided by these articles are in addition to (i) any other rights to which a person may be entitled, including any other rights under these articles, under any other applicable bye-laws or articles of any other corporation, under any agreement, under any insurance purchased by the Company or any Group Company, pursuant to any vote of


		shareholders or disinterested Directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, both as to action in his or her official capacity while holding such office and as to action in another capacity while holding such office, and (ii) the power of the Company to indemnify or otherwise make payments (without prior commitment upon the authorization of the Board) of the type contemplated by this article 122 in respect of any person who is or was an employee, office holder or director of the Company or of another corporation, any joint venture, trust or other enterprise which he is serving or has served at the request of the Company. The indemnification provided by this article shall continue as to a person who has ceased to be an Indemnified Person and shall inure to the benefit of his heirs, executors and administrators.

	(i)	In this article 122, the term “Indemnified Person” means any officer of the Company (including any Director or Secretary) or any other person appointed pursuant to article 88, any member of a committee constituted under article 78, any person acting as an office holder of the Company, any person holding any other executive or official position of the Company, any employee or agent of the Company, and any person serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise or in a fiduciary or other capacity with respect to any employee benefit plan maintained by the Company or any Group Company. As used in this article, references to the “Company” include all constituent companies in a consolidation or merger in which the Company or a predecessor to the Company by consolidation or merger was involved.

	(j)	To the fullest extent permitted under Irish law, no Director, officer of the Company or other person appointed pursuant to article 88 (each, a “ Covered Person ”) shall be liable or answerable for the acts, receipts, neglects, or defaults of any other Covered Person or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage, or misfortune whatever which shall happen in or about the execution of the duties of his or her office or other position with the Company or in relation thereto, unless the same happen through his or her own willful neglect or willful default.

ALTERATION OF ARTICLES

123.	The Company may by Special Resolution amend or alter these articles of association.

Exhibit 3.2



Number 482042

Certificate of Incorporation
o n re-registration as a public limited company

I hereby certify that

XL GROUP PUBLIC LIMITED COMPANY

has this day been re-registered under the
Companies Acts 1963 to 2009 and
that the company is a public limited company.

Given under my hand at Dublin, this

Monday, the 17th day of May, 2010

(SIGNATURE)

for Registrar of Companies


Certificate handed to	A&L Goodbody Solicitors 25-28 North Wall Quay Dublin I


Signed:	Date:	17 ^th May 2010

Exhibit 4.1

THIS FIRST SUPPLEMENT TO THE PURCHASE CONTRACT AGREEMENT, dated as of June 30, 2010 (this “ Supplemental Agreement ”), among XL Company Switzerland GmbH, a limited liability company incorporated under the laws of Switzerland and wholly owned by XL-Cayman (as defined below) (“ XL-Switzerland ”), XL Group plc, a public limited company incorporated under the laws of Ireland (“ Parent ”), XL Capital Ltd, a Cayman Islands exempted limited company (“ XL-Cayman ”), the entire issued ordinary share capital of which is owned by Parent, and The Bank of New York Mellon, a New York banking corporation, acting as purchase contract agent and attorney-in-fact for the Holders of Units from time to time (the “ Agent ”) pursuant to the Purchase Contract Agreement (as defined below).

WHEREAS, XL-Cayman and the Agent executed and delivered a Purchase Contract Agreement, dated as of August 5, 2008 (the “ Purchase Contract Agreement ”), to provide for the execution and delivery of the Purchase Contracts and Certificates related to the Normal Units and the Stripped Units (collectively, the “ Units ”);

WHEREAS, XL-Cayman will undertake a scheme of arrangement under Cayman Islands law (the “ Scheme ”), pursuant to which at the time the Scheme becomes effective (the “ Effective Time ”), all previously outstanding Ordinary Shares (as defined in the Purchase Contract Agreement) of XL-Cayman (such Ordinary Shares, the “ Cayman Ordinary Shares ”) will be transferred to Parent and Parent will issue its Ordinary Shares, nominal value $0.01 per share, (the “ Parent Ordinary Shares ”) on a one-for-one basis to the holders of whole Cayman Ordinary Shares and will pay cash to holders of fractional Cayman Ordinary Shares (such exchange, the “ Parent Exchange Event ”);

WHEREAS, concurrently with the execution and delivery of this Supplemental Agreement and in connection with the Scheme, Parent is listing the Parent Ordinary Shares on the New York Stock Exchange;

WHEREAS, the Parent Exchange Event results in the occurrence of a Reorganization Event;

WHEREAS, Section 5.6(b)(i) of the Purchase Contract Agreement provides that in the event of a Reorganization Event, the Person formed thereby shall execute and deliver to the Agent an agreement supplemental to the Purchase Contract Agreement providing that the Holder of each Outstanding Unit shall have the rights provided by Section 5.6 of the Purchase Contract Agreement and for adjustments which, for events subsequent to the date hereof, are as nearly equivalent as may be practicable to the adjustments provided for in Section 5.6 of the Purchase Contract Agreement;

WHEREAS, Section 8.1(d) of the Purchase Contract Agreement authorizes XL-Cayman and the Agent to enter into a supplemental agreement without the consent of any Holders to make provision with respect to the rights of Holders pursuant to the requirements of Section 5.6(b) of the Purchase Contract Agreement;

WHEREAS, concurrently with the execution and delivery of this Supplemental Agreement, XL-Cayman is transferring substantially all of its assets to XL-Switzerland (the “ Succession Event ”);

WHEREAS, as a condition to the Succession Event, Section 9.1 of the Purchase Contract Agreement requires, among other things, that XL-Switzerland execute and deliver one or more supplemental agreements to expressly assume all the obligations of XL-Cayman under the Purchase Contracts, the Purchase Contract Agreement and the Pledge Agreement;

WHEREAS, XL-Switzerland shall have expressly assumed such obligations pursuant to (1) this Supplemental Agreement; and (2) the First Amendment to the Pledge Agreement, dated as of the date hereof among XL-Cayman, XL-Switzerland, the Agent and The Bank of New York Mellon, as collateral agent, custodial agent and securities intermediary;

WHEREAS, Section 8.1(a) of the Purchase Contract Agreement authorizes XL-Cayman and the Agent to enter into a supplemental agreement without the consent of any Holders to evidence the succession of another Person to XL-Cayman, and the assumption by any such successor of the covenants of XL-Cayman in the Purchase Contract Agreement and in the Certificates;

WHEREAS, each of Parent and XL-Cayman (each, a “ Guarantor ”) desires to Guarantee the Obligations (each as defined below);

WHEREAS, Section 8.1(b) of the Purchase Contract Agreement authorizes XL-Cayman (or its successor hereby thereto) and the Agent to enter into a supplemental agreement without the consent of any Holders to add to the covenants of XL-Cayman for the benefit of the Holders, or to surrender any right or power conferred upon XL-Cayman in the Purchase Contract Agreement; provided such covenants or such surrender shall not adversely affect the validity, perfection or priority of the security interests granted or created under the Pledge Agreement;

WHEREAS, Section 8.1(e) of the Purchase Contract Agreement authorizes XL-Cayman (or its successor hereby with respect thereto) to enter into a supplemental agreement without the consent of any Holders to cure any ambiguity, to correct or supplement any provisions under the Purchase Contract Agreement, or to make any other provisions with respect to such matters or questions arising under the Purchase Contract Agreement; provided such action shall not shall not adversely affect the interest of the Holders;

WHEREAS, the changes to the Purchase Contract Agreement set forth in this Supplemental Agreement do not adversely affect (i) the interest of the Holders or (ii) the validity, perfection or priority of the security interests granted or created under the Pledge Agreement; and

WHEREAS, XL-Cayman, XL-Switzerland and Parent have requested that the Agent execute and deliver this Supplemental Agreement;

NOW, THEREFORE, in consideration of their mutual promises, XL-Switzerland, Parent and XL-Cayman covenant and agree with the Agent as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definition of Terms . Unless the context otherwise requires:

(a) a term defined in the Purchase Contract Agreement has the same meaning when used in this Supplemental Agreement;

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

(c) the terms defined in this Supplemental Agreement include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

(d) all accounting terms not otherwise defined in this Supplement Agreement have the meaning assigned to them in accordance with generally accepted accounting principles in the United States;

(e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Agreement as a whole and not to any particular Article, Section or other subdivision; and

(f) the Article and Section headings herein are for convenience only and shall not affect the construction hereof.

ARTICLE II

CONCERNING THE PARENT EXCHANGE EVENT

Section 2.1. Parent as Issuer of Common Stock upon Settlement .

(a) The Parent hereby agrees with XL-Cayman (and XL-Switzerland as its successor hereby with respect to the Purchase Contract Agreement) that, from and after the Effective Time of the Parent Exchange Event, upon payment in full of the Purchase Price for such Parent Ordinary Shares (subject to Sections 5.6(c) and 5.4(b)(iii) of the Purchase Contract Agreement), the Parent shall issue and deliver the number of Parent Ordinary Shares which is sufficient to settle the Purchase Contracts, as provided in the Purchase Contracts and Purchase Contract Agreement as amended and supplemented hereby.

(b) XL-Cayman (and XL-Switzerland as its successor hereby with respect to the Purchase Contract Agreement) hereby agrees that from and after the Effective Time of the Parent Exchange Event, upon payment in full of the Purchase Price for such Parent Ordinary Shares (subject to Sections 5.6(c) and 5.4(b)(iii) of the Purchase Contract Agreement), it shall cause Parent to issue and deliver the number of Parent Ordinary

Shares which is sufficient to settle the Purchase Contracts, as provided in the Purchase Contracts and Purchase Contract Agreement as amended and supplemented hereby.

(c) XL-Switzerland (as successor hereby with respect to the Purchase Contract Agreement) hereby agrees that, from and after the Effective Time of the Parent Exchange Event, it will immediately forward to XL-Cayman all funds or other consideration received by it under the Purchase Contract Agreement for payment of the Purchase Price upon settlement of each Purchase Contract for the Parent Ordinary Shares so issued.

(d) The Parent hereby agrees that it shall continue to own the entire issued ordinary share capital of XL-Cayman, and shall cause XL-Cayman to continue to own the entire issued ordinary share capital of XL-Switzerland, at least until such time as Parent issues and delivers the number of Parent Ordinary Shares which is sufficient to settle the Purchase Contracts, as provided in the Purchase Contracts and Purchase Contract Agreement as amended and supplemented hereby.

(e) Subject to the other provisions of this Supplemental Agreement, from and after the Effective Time of the Parent Exchange Event, references to the “Ordinary Shares” shall relate to Parent Ordinary Shares by operation of Section 5.6(b)(i) of the Purchase Contract Agreement, except to the extent that such reference is a reference to the Cayman Ordinary Shares as of a time preceding the Parent Exchange Event.

(f) Subject to the other provisions of this Supplemental Agreement, from and after the Effective Time of the Parent Exchange Event:


		(i)	Any reference to the “Company” in the definition of “Fundamental Change” and Section 5.6 (except Section 5.6(b)(ii)) of the Purchase Contract Agreement shall be deemed to be a reference to Parent, in each case solely to the extent necessary to give effect to Section 5.6(b) of the Purchase Contract Agreement and this Supplemental Agreement;

		(ii)	The text of Section 10.3 of the Purchase Contract Agreement shall be replaced in its entirety by the following:

			“Parent shall, and XL-Cayman (and XL-Switzerland as its successor hereto) shall cause Parent to, at all times prior to the Stock Purchase Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Ordinary Shares the maximum number of Ordinary Shares issuable against tender of payment in respect of all Purchase Contracts constituting a part of the Units evidenced by Outstanding Certificates”;

		(iii)	The text of Section 10.4 of the Purchase Contract Agreement shall be replaced in its entirety by the following:


			“Each of Parent and XL-Cayman (and XL-Switzerland as its successor hereto) covenants that all Ordinary Shares which may be issued against tender of payment in respect of any Purchase Contract constituting a part of the Outstanding Units will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. Parent will endeavor to, and XL-Cayman (and XL-Switzerland as its successor hereto) shall cause Parent to endeavor to, promptly list or cause to have quoted such Ordinary Shares on each national exchange or in the over-the-counter market or other such market on which the Ordinary Shares are then listed or quoted”; and

		(iv)	Any reference in the Purchase Contract Agreement or the Purchase Contracts to an “issuance” of “Ordinary Shares” by the “Company” shall be deemed to be a reference to Parent issuing, and XL-Switzerland procuring the issuance of, Parent Ordinary Shares by Parent. Any reference to the “Company” in the definition of “Registration Statement” shall be deemed to be a reference to Parent, in each case solely to the extent related to the issuance of Parent Ordinary Shares pursuant to this Supplemental Agreement.

ARTICLE III

CONCERNING SETTLEMENT

Section 3.1. Purchase Contract Settlement . The parties hereby understand and agree that, pursuant to Section 5.6(b)(i) of the Purchase Contract Agreement, the Parent Exchange Event constitutes a Reorganization Event, as a result of which each Cayman Ordinary Share covered by each Purchase Contract forming part of a Unit prior to such Parent Exchange Event shall, after such Parent Exchange Event, be a Parent Ordinary Share for purposes of the Purchase Contract.

Section 3.2. Rights of Holders . Each Holder of an Outstanding Unit shall have the rights provided by Section 5.6(b)(i) of the Purchase Contract Agreement.

Section 3.3. Further Adjustments . In accordance with the last paragraph of Section 5.6(b)(i) of the Purchase Contract Agreement, the Settlement Rate shall be adjusted for events subsequent to the Parent Exchange Event, in a manner that is as nearly equivalent as may be practicable to the adjustments provided for in Section 5.6 of the Purchase Contract Agreement, as if Parent were the original “Company” (to the extent provided in Section 2.1(f) herein) and the Parent Ordinary Shares were the original “Ordinary Shares” under the provisions of Section 5.6 of the Purchase Contract Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1. Each of XL-Cayman, XL-Switzerland and Parent represents and warrants that it has all requisite power and authority to execute and deliver the Supplemental Agreement and to perform its obligations hereunder, and under the Purchase Contract Agreement, the Purchase Contracts and the Pledge Agreement to which it is a party, in each case as amended and supplemented, and that the execution, delivery and performance by XL-Cayman, XL-Switzerland and Parent of this Supplemental Agreement and the Purchase Contract Agreement have been duly authorized by all necessary corporate or other organizational action.

Section 4.2. Each of XL-Switzerland and XL-Cayman represents and warrants that the Succession Event constitutes the transfer of substantially all the XL-Cayman’s assets to the XL-Switzerland.

Section 4.3. XL-Switzerland represents and warrants that it is a limited liability company duly organized and validly existing under the laws of Switzerland.

Section 4.4. Each of XL-Cayman and XL-Switzerland represents and warrants that neither XL-Cayman nor XL-Switzerland shall, immediately after the Succession Event, be in default of any covenant or condition under the Purchase Contracts, the Purchase Contract Agreement or the Pledge Agreement.

ARTICLE V

ASSUMPTION OF OBLIGATIONS BY XL-SWITZERLAND

Section 5.1. Assumption . Subject to the terms and conditions of this Supplemental Agreement, including Articles II and III hereof, XL-Switzerland hereby expressly assumes all the obligations of XL-Cayman under the Purchase Contracts and the Purchase Contract Agreement.

Section 5.2. Succession and Substitution . Upon the consummation of the Succession Event:


		(i)	Section 9.2 of the Purchase Contract Agreement shall have effect to the extent set forth therein, subject to such Section and Section 2.1(f) herein; provided that, for the avoidance of doubt, nothing in this Supplemental Agreement shall alter the Indenture or the rights and obligations of the parties hereto with respect to the Notes as provided therein; and provided further that XL-Cayman shall remain obligated under the Purchase Contract Agreement and the Purchase Contracts as provided in Article VII; and

		(ii)	From and after the Succession Event, any reference in the Purchase Contract Agreement to the “Company” shall be deemed to be references to XL-Switzerland, except (A) to the extent set forth in


			Section 2.1(f) herein and (B) that any references to the “Company” in the definitions of “Accounting Redemption Event,” “Notes” or “Special Event Redemption” shall be deemed to be references to XL-Cayman.

ARTICLE VI

NOTICES TO PARTIES

Section 6.1. Notices . Pursuant to Section 10.4 of the Purchase Contract Agreement, any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by the Purchase Contract Agreement, as amended and supplemented hereby:


		(i)	To be filed with XL-Switzerland by the Purchase Contract Agent or by any Holder shall be sufficient for every purpose under the Purchase Contract Agreement, as amended and supplemented hereby, (unless otherwise therein expressly provided) if made, given, furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing at least second day delivery, addressed to and received by XL-Switzerland at XL Company Switzerland GmbH, XL House, One Bermudiana Road, Hamilton, HM 08, Bermuda (facsimile: 441-292-5280), Attention: Manager, or at any other address furnished in writing to the Purchase Contract Agent by XL-Switzerland, or

		(ii)	To be filed with Parent by the Purchase Contract Agent or by any Holder shall be sufficient for every purpose under the Purchase Contract Agreement, as amended and supplemented hereby, (unless otherwise therein expressly provided) if made, given furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing at least second day delivery, addressed to and received by Parent at XL Group plc, No. 1 Hatch Street Upper, 4 ^th Floor, Dublin 2, Ireland (facsimile: +353 (0) 1 405 2033), Attention: Secretary, or at any other address furnished in writing to the Purchase Contract Agent by Parent, with a copy to XL Group plc, XL House, One Bermudiana Road, Hamilton, HM 08, Bermuda (facsimile: 441-292-5280), Attention: General Counsel; or

		(iii)	Shall be sufficient as set forth in Section 10.4 of the Purchase Contract Agreement; provided that in each case, any such request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document made, given, furnished or filed by any of XL-Cayman, XL-Switzerland or Parent shall be deemed


			sufficient for every purpose under the Purchase Contract Agreement, as amended and supplemented hereby, (unless otherwise therein expressly provided) to the full extent that such request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document would have been deemed sufficient pursuant to such Section 10.4 if made, given, furnished or filed by the “Company”; provided further that any change in address as provided under Section 10.4 of the Purchase Contract Agreement shall also be furnished in writing to the Guarantors.

ARTICLE VII

GUARANTEE

Section 7.1. Unconditional Guarantee .

(a) Each Guarantor hereby jointly and severally, fully and unconditionally guarantees (each, together with the XL-Cayman Guarantees and the Parent Guarantees, each as defined below, a “ Guarantee ”) to the Holders of the Purchase Contracts (i) all payments on the Purchase Contracts when due and (ii) the performance of XL-Switzerland’s obligation to deposit with the Agent one or more certificates representing validly issued, fully paid and non-assessable newly issued Parent Ordinary Shares (herein, the “ deposit of shares ”) upon payment in full of the Purchase Price for such Parent Ordinary Shares (together with the XL-Cayman Obligations and the Parent Obligations, each as defined below, the “ Obligations ”), each in accordance with the provisions of the Purchase Contracts and the Purchase Contract Agreement, each as amended and supplemented hereby, as provided below.

(b) In addition to the Guarantees described in Section 7.1(a) herein, XL-Cayman also hereby fully and unconditionally guarantees (each, an “ XL-Cayman Guarantee ”) to the Holders of the Purchase Contracts the performance of all other obligations of XL-Switzerland under the Purchase Contract (the “ XL-Cayman Obligations ”), each in accordance with the provisions of the Purchase Contracts and the Purchase Contract Agreement, each as amended and supplemented hereby, as provided below.

(c) In addition to the Guarantees described in Section 7.1(a) herein, the Parent also hereby fully and unconditionally guarantees (each, a “ Parent Guarantee ”) the XL-Cayman Obligations described in Section 7.1(b) herein (the “ Parent Obligations ”).

(d) Each Guarantor hereby waives notice of acceptance of the applicable Guarantee and of default of performance by XL-Switzerland, and hereby agrees that payment or the performance of any Obligation, including, but not limited to, the deposit of shares, as applicable, under the Guarantees shall be subject to no condition other than the giving of a written request for payment or performance, as applicable, in the manner provided in Section 1.5 of the Purchase Contract Agreement, as amended and

supplemented by Section 6.1 of this Supplemental Agreement. Each Guarantee is a guarantee of payment or performance, as applicable, and not of collection.

(e) The obligations of the Guarantors under the Guarantees shall in no way be impaired by: (i) any extension, amendment, modification or renewal of the Purchase Contracts or the Purchase Contract Agreement or this Supplemental Agreement; (ii) any waiver of any default, extension of time or failure to enforce any of the provisions of the Purchase Contracts, the Purchase Contract Agreement or this Supplemental Agreement; or (iii) any extension, moratorium or other relief granted to XL-Switzerland, as applicable, pursuant to any applicable law or statute.

(f) The Guarantors shall jointly and severally be obligated to make payment or perform, as applicable, under the Guarantees, for the benefit of the Holders of the Purchase Contracts, in the same manner in which XL-Switzerland is obligated to make payments on the Purchase Contracts or perform under the Purchase Contract Agreement, as amended and supplemented hereby, as applicable.

(g) Subject to clause (f) below, the Guarantors hereby agree that:


(i)	the Purchase Contracts will be paid and performed under, as applicable, strictly in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement, each as amended and supplemented hereby, regardless of the value, genuineness, validity, regularity or enforceability of the Purchase Contracts and the Purchase Contract Agreement, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent with respect thereto, to the fullest extent permitted by law; and

(ii)	the joint and several liability of each Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by each Guarantor), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to such Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of:

	(A)	any lack of validity or enforceability of any agreement or instrument relating to the Purchase Contracts;


			(B)	any change in the time, manner or place of payment or performance, as applicable, under, or in any other term in respect of, all or any of the Purchase Contracts, or any other amendment or waiver of or consent to any departure from any other agreement relating to the Purchase Contracts;

			(C)	any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Purchase Contracts;

			(D)	any other circumstance that might otherwise constitute a defense available to, or a discharge of, XL-Switzerland in respect of the Purchase Contracts;

			(E)	the absence of any action on the part of the Agent to obtain payment or performance, as applicable, under the Purchase Contracts or the Purchase Contract Agreement from XL-Switzerland;

			(F)	any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of or in respect of XL-Switzerland, including, without limitation, rejection of the Purchase Contracts in such bankruptcy; or

			(G)	the absence of notice or any delay in any action to enforce any provision of the Purchase Contracts or the Purchase Contract Agreement or to exercise any right or remedy against a Guarantor or XL-Switzerland, whether under the Purchase Contract Agreement, the Purchase Contracts or any agreement or any indulgence, compromise or extension granted.

(h) Notwithstanding anything to the contrary in the Guarantees, no Guarantor waives any defense that would be available to XL-Switzerland based on a breach, default or misrepresentation by the Agent, or failure of any condition to XL-Switzerland’s obligations under the Purchase Contract Agreement or the illegality of any provision of the Purchase Contract Agreement.

(i) Each Guarantor further agrees that, to the extent that XL-Switzerland or such Guarantor makes a payment or payments to, or a deposit or deposits of shares with, the Agent, which payment or payments or deposit or deposits or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or repaid or returned to XL-Switzerland or the Guarantor or their respective estate, trustee, receiver or any other party under any bankruptcy laws, state or federal law, common law or

equitable cause, then to the extent of such payment, repayment, deposit or return, the Guarantee and the advances or part thereof which have been paid, deposited, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, deposit, reduction or satisfaction occurred.

Section 7.2. Execution and Delivery of Guarantee .

(a) If an officer whose signature is on this Supplemental Agreement, including an officer of a Guarantor, no longer holds that office, a Guarantee shall be valid nevertheless.

(b) The Guarantees contained in this Supplemental Agreement are entered into by the Guarantors for the benefit of the Holders from time to time of the Purchase Contracts. Such provisions shall not be deemed to create any right, or to be in whole or in part for the benefit, of any Person other than the Agent, the Guarantors, the Holders from time to time of the Purchase Contracts and their permitted successors and assigns.

(c) The delivery of the Guarantees to the Agent shall constitute due delivery of the Guarantees on behalf of the Guarantors to all Holders of the Purchase Contracts authenticated and delivered under the Purchase Contract Agreement, whether or not notation of the Guarantees is made upon any such Purchase Contract.

Section 7.3. Waiver of Subrogation . The Guarantors shall be subrogated to all rights (other than the right to receive Parent Ordinary Shares as described in Section 2.1(a) herein) of the Holders of the Purchase Contracts and the Agent against XL-Switzerland pursuant to the provisions of the Guarantees; provided , however , that the Guarantors shall not be entitled to enforce, or to receive any payments or require performance arising out of or based upon, such right of subrogation until the Contract Adjustment Payments, Deferred Contract Adjustment Payments, if any, and additional amounts, if any, payable in respect of all of the Purchase Contracts issued under the Purchase Contract Agreement shall have been paid in full and all performance required under all of the Purchase Contracts issued under the Purchase Contract Agreement, shall have been completed, as applicable.

Section 7.4. No Suspension of Remedies . Nothing contained in this Article VII shall limit the right of the Agent or the Holders of the Purchase Contracts to take any action pursuant to Article VI of the Purchase Contract Agreement or to pursue any other rights or remedies under the Purchase Contract Agreement, this Supplemental Agreement or under applicable law.

Section 7.5. Termination . The Guarantees shall remain in full force and effect and shall be binding on the Guarantors, their successors and assigns until all of the Obligations have been satisfied in full.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Acceptance by Agent . The Agent accepts this Supplemental Agreement and agrees to execute its duties and responsibilities as hereby amended and supplemented upon the terms and conditions set forth in the Purchase Contract Agreement, including without limitation the terms and provisions defining and limiting the liabilities and responsibilities of the Agent, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of its duties created by the Purchase Contract Agreement as hereby amended and supplemented; and without limiting the generality of the foregoing, XL-Switzerland affirms as its own the rights and responsibilities of XL-Cayman with respect to the Agent under Section 7.7(c) of the Purchase Contract Agreement.

Section 8.2. Ratification of Purchase Contract Agreement . The Purchase Contract Agreement, as amended and supplemented by this Supplemental Agreement, is in all respects ratified and confirmed, and this Supplemental Agreement shall be deemed part of the Purchase Contract Agreement in the manner and to the extent herein and therein provided.

Section 8.3. Effectiveness . This Supplemental Agreement shall become a legally effective and binding instrument upon the execution and delivery hereof by all parties hereto.

Section 8.4. Purchase Contract Agreement . Except as amended and supplemented hereby, all provisions in the Purchase Contract Agreement shall remain in full force and effect.

Section 8.5. Units Deemed Conformed . As of the Effective Time, the provisions of each Unit then outstanding shall be deemed to be conformed, without the necessity for any reissuance or exchange of such Unit or any other action on the part of the Holders, Parent, XL-Cayman, XL-Switzerland or Agent, so as to reflect this Supplemental Agreement.

Section 8.6. Successors and Assigns . All covenants and agreements in this Supplemental Agreement by XL-Cayman, XL-Switzerland and Parent shall bind their successors and assigns, whether so expressed or not.

Section 8.7. Separability Clause . If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Section 8.8. Benefits of Agreement . Nothing in this Supplemental Agreement or in the Units, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Supplemental Agreement. The Holders from time to time shall be beneficiaries of this Supplemental Agreement and shall be bound by all of

the terms and conditions hereof and of the Units evidenced by their Certificates by their acceptance of delivery of such Certificates.

Section 8.9. Governing Law . THIS SUPPLEMENTAL AGREEMENT AND THE UNITS SHALL BE GOVERNED BY, DEEMED TO BE A CONTRACT UNDER, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. XL-Cayman, XL-Switzerland, Parent, the Agent and the Holders from time to time of the Units, acting through the Agent as their attorney-in-fact, hereby submit 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 this Supplemental Agreement or the transactions contemplated hereby. XL-Cayman, XL-Switzerland, Parent, the Agent and the Holders from time to time of the Units, acting through the Agent as their attorney-in-fact, 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 court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 8.10. Counterparts . This Supplemental Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Supplemental Agreement by signing any such counterpart.

Section 8.11. Inspection of Agreement . A copy of this Supplemental Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder.

Section 8.12. No Waiver . No failure on the part of XL-Cayman, XL-Switzerland, Parent, the Agent, the Collateral Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by XL-Cayman, XL-Switzerland, Parent, the Agent, the Collateral Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any further exercise thereof or the exercise of any right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 8.13. Waiver of Jury Trial . EACH OF XL-CAYMAN, XL-SWITZERLAND, PARENT AND THE AGENT 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 TRANSACTION CONTEMPLATED HEREBY.

Section 8.14. Validity and Sufficiency . The Agent shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Agreement or for or in respect of the recitals contained herein, all of which are made solely by XL-Cayman, XL-Switzerland and the Parent.

IN WITNESS WHEREOF, this First Supplement to the Purchase Contract Agreement is executed as of the date first set forth above.


	XL CAPITAL LTD

	By:	/s/ Simon Rich

		Name: Simon Rich
		Title: Senior Vice President

	XL COMPANY SWITZERLAND GMBH

	By:	/s/ John Hume

		Name: John Hume
		Title: Manager

	By:	/s/ Gérald Kanis

		Name: Gérald Kanis
		Title: Manager

	GIVEN under the Common Seal of
		XL GROUP PLC

	By:	/s/ Simon Rich

		Name: Simon Rich
		Title: Director

	By:	/s/ Mervyn Skeet

		Name: Mervyn Skeet
		Title: Director

	THE BANK OF NEW YORK MELLON, as
		Purchase Contract Agent

	By:	/s/ Timothy W. Casey

		Name: Timothy W. Casey
		Title: Senior Associate

Exhibit 4.2

THIS FIRST AMENDMENT TO THE PLEDGE AGREEMENT, dated as of June 30, 2010 (this “ Amendment ”), among XL Capital Ltd, a Cayman Islands exempted limited company (“ XL-Cayman ”), XL Company Switzerland GmbH, a limited liability company incorporated under the laws of Switzerland (“ XL-Switzerland ”), and The Bank of New York Mellon, a New York banking corporation, not individually but solely as collateral agent (in such capacity, together with its successors in such capacity, the “ Collateral Agent ”), as custodial agent (in such capacity, together with its successors in such capacity, the “ Custodial Agent ”), as securities intermediary with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “ Securities Intermediary ”), in each case pursuant to the Pledge Agreement (as hereafter referred to), and as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Units (in such capacity, together with its successors in such capacity, the “ Purchase Contract Agent ”, and in all such capacities collectively, the “ Agents ”) pursuant to the Purchase Contract Agreement.

WHEREAS, XL-Cayman and the Agents executed and delivered a Pledge Agreement, dated as of August 5, 2008 (the “ Pledge Agreement ”);

WHEREAS, XL-Cayman and the Purchase Contract Agent executed and delivered a Purchase Contract Agreement, dated as of August 5, 2008, as amended and supplemented by the First Supplement to the Purchase Contract Agreement, dated as the date hereof (the “ Purchase Contract Agreement ”), to provide for the execution and delivery of the Purchase Contracts and Certificates related to the Normal Units and the Stripped Units (collectively, the “ Units ”);

WHEREAS, concurrently with the execution and delivery of this Amendment, XL-Cayman is transferring substantially all of its assets, including all of the Collateral, to XL-Switzerland (the “ Succession Event ”);

WHEREAS, Section 9.1(i) and (ii) of the Pledge Agreement authorizes XL-Cayman and the Agents to enter into an amendment without the consent of any Holders or holders of any Separate Notes to, respectively, (a) evidence the succession of another Person to XL-Cayman, and the assumption of any such successor of the covenants of XL-Cayman and (b) add to the covenants of XL-Cayman for the benefit of the Holders or holders of any Separate Notes so long as such covenants do not adversely affect the validity, perfection or priority of the security interests granted or created under the Pledge Agreement;

WHEREAS, XL-Switzerland and XL-Cayman desire to enter into an amendment to the Pledge Agreement pursuant to the terms of Section 9.1(i) and (ii) thereof;

WHEREAS, the changes to the Pledge Agreement set forth in this Supplemental Agreement do not adversely affect the validity, perfection or priority of the security interests granted or created under the Pledge Agreement;

WHEREAS, XL-Switzerland and XL-Cayman have requested that the Agents execute and deliver this Amendment; and

NOW THEREFORE, in consideration of their mutual promises, XL-Switzerland and XL-Cayman covenant and agree with the Agents as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definition of Terms . Unless the context otherwise requires:


	(a) a term defined in the Pledge Agreement has the same meaning when used in this Amendment;

	(b) a term defined anywhere in this Amendment has the same meaning throughout;

	(c) the terms defined in this Amendment include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter gender;

	(d) all accounting terms not otherwise defined in this Amendment have the meaning assigned to them in accordance with generally accepted accounting principles in the United States;

	(e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Amendment as a whole and not to any particular Article, Section or other subdivision;

	(f) the Article and Section headings herein are for convenience only and shall not affect the construction hereof.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Each of XL-Switzerland and XL-Cayman represents and warrants that the Succession Event constitutes the transfer of substantially all XL-Cayman’s assets to XL-Switzerland.

ARTICLE III

ASSUMPTION OF OBLIGATIONS

Section 3.1 Assumption . XL-Switzerland hereby expressly assumes all the obligations of XL-Cayman under the Pledge Agreement.

Section 3.2 Acceptance by Agents . The Agents accept this Amendment and agree to execute their duties and responsibilities as hereby amended and supplemented upon the terms and conditions set forth in the Pledge Agreement, including without limitation the terms and provisions defining and limiting the liabilities and responsibilities of the Agents, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of its duties created by the Pledge Agreement as hereby amended; and without limiting the generality of the foregoing, XL-Switzerland affirms its rights and responsibilities with respect to the Agents under Section 8.6 of the Pledge Agreement.

ARTICLE IV

SUCCESSION

Section 4.1 Succession . Upon the consummation of the Succession Event, XL-Switzerland shall succeed to XL-Cayman under the Pledge Agreement, with the same effect as if XL-Switzerland had been named as the “Company” in the Pledge Agreement.

Section 4.2 Co-Obligor . Upon XL-Switzerland’s succession to XL-Cayman under the Pledge Agreement pursuant to Section 4.1 herein, XL-Cayman (a) agrees to be held jointly and severally liable for any and all obligations of XL-Switzerland under the Pledge Agreement and (b) acknowledges it will no longer have any rights, title or interest in the Collateral.

ARTICLE V

CONCERNING ORDINARY SHARES

Section 5.1 References to Ordinary Shares . From and after the date hereof, references in the Pledge Agreement to the delivery, issuance or purchase of the Ordinary Shares of the Company in connection with the settlement of Purchase Contracts shall be deemed to refer to the delivery, issuance or purchase of any such securities, cash or property that the Holders of Units are entitled to receive upon settlement of such Purchase Contracts taking into account, among other things, any conversion of the Ordinary Shares covered by each Purchase Contract pursuant to Section 5.6(b)(i) of the Purchase Contract Agreement.

ARTICLE VI

NOTICE TO PARTIES

Section 6.1 Notices . Pursuant to Section 10.4 of the Pledge Agreement, all notices, requests, instructions, consents and other communications provided for in the Pledge Agreement, as amended and supplemented hereby, shall be given or made in writing (including, without limitation, by telecopy) as set forth in Section 10.4 of the Pledge Agreement, or, if sent to XL-Switzerland, will be mailed, delivered or telecopied to XL House, One Bermudiana Road, Hamilton, HM 08, Bermuda (facsimile: 441-292-5280), Attention: Manager.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Ratification of Pledge Agreement . The Pledge Agreement, as amended hereby, is in all respects ratified and confirmed, and this Amendment shall be deemed part of the Pledge Agreement in the manner and to the extent herein and therein provided.

Section 7.2 Effectiveness . This Amendment shall become a legally effective and binding instrument upon the execution and delivery hereof by all parties hereto.

Section 7.3 Pledge Agreement . Except as amended hereby, all provisions in the Pledge Agreement shall remain in full force and effect.

Section 7.4 Holders of Certificates Bound . Every Holder of Certificates heretofore or hereafter authenticated, executed on behalf of the Holders and delivered under the Purchase Contract Agreement shall be bound hereby.

Section 7.5 Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.

Section 7.6 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of XL-Cayman, XL-Switzerland, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, and the Holders from time to time of the Units, by their acceptance of the same, shall be deemed to have agreed to be bound by the provisions hereof and to have ratified the agreements of, and the grant of the Pledge hereunder by, the Purchase Contract Agent.

Section 7.7 Severability . If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Section 7.8 Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.9 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Without limiting the foregoing, the above choice of law is expressly agreed to by the Securities Intermediary, the Collateral Agent, the Custodial Agent and the Holders from time to

time acting through the Purchase Contract Agent, as their attorney-in-fact, in connection with the establishment and maintenance of the Collateral Account, which law, for purposes of the Code, shall be deemed to be the law governing all Securities Entitlement related thereto. In addition, such parties agree that, for purposes of the Code, New York shall be the Securities Intermediary’s jurisdiction. The Company, the Collateral Agent and the Holders from time to time of the Units, acting through the Purchase Contract Agent as the attorney-in-fact, hereby submit 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 this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, 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.

Section 7.10 No Waiver . No failure on the part of any party hereto or any of its agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any party hereto or any of its agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 7.11 Incorporation by Reference . Each of XL-Cayman, XL-Switzerland, the Collateral Agent and the Securities Intermediary agrees that the Purchase Contract Agent is, in acting hereunder with respect to XL-Cayman and XL-Switzerland, entitled to all rights, privileges, benefits, protections, immunities and indemnities provided to it under the Purchase Contract Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, this First Amendment to the Pledge Agreement is executed as of the date first set forth above.


	XL CAPITAL LTD

	By:	/s/ Simon Rich

		Name: Simon Rich
		Title: Senior Vice President

	XL COMPANY SWITZERLAND GMBH

	By:	/s/ John Hume

		Name: John Hume
		Title: Manager

	By:	/s/ Gérald Kanis

		Name: Gérald Kanis
		Title: Manager

	THE BANK OF NEW YORK MELLON, as
		Collateral Agent, Custodial Agent,
		Securities Intermediary and Purchase
		Contract Agent

	By:	/s/ Timothy W. Casey

		Name: Timothy W. Casey
		Title: Senior Associate

Exhibit 4.3

XL CAPITAL LTD

and

XL GROUP plc

THE BANK OF NEW YORK MELLON,

as Trustee

SIXTH SUPPLEMENTAL INDENTURE

Dated as of June 30, 2010

SENIOR DEBT SECURITIES

Supplement to Indenture dated as of June 2, 2004
and Fifth Supplemental Indenture dated as of August 5, 2008

SIXTH SUPPLEMENTAL INDENTURE dated as of June 30, 2010 (the “ Sixth Supplemental Indenture ”), by and among XL CAPITAL LTD, a Cayman Islands exempted limited company (the “ Company ”), the entire issued ordinary share capital of which is owned by the Guarantor (as defined below) and having its principal office at XL House, One Bermudiana Road, Hamilton HM 08, Bermuda, XL GROUP PLC, a public limited company incorporated under the laws of Ireland (the “ Guarantor ”), having its registered office at No. 1 Hatch Street Upper, 4 ^th Floor, Dublin 2, Ireland, and THE BANK OF NEW YORK MELLON, a New York banking corporation, having a Corporate Trust Office at 101 Barclay Street, Floor 8W, New York, New York 10286, as trustee (the “ Trustee ”);

WHEREAS, the Company and the Trustee, formerly known as The Bank of New York, have as of June 2, 2004 entered into an Indenture (the “ Base Indenture ”) providing for the issuance by the Company from time to time of its senior debt securities;

WHEREAS, the Company and the Trustee have executed certain supplemental indentures including that certain Fifth Supplemental Indenture, dated as of August 5, 2008, pursuant to which the Company issued a series of its 8.25% Senior Notes due 2021 (“ 2021 Securities ” or the “ Notes ”) under the Base Indenture and provided for certain additional provisions of such 2021 Securities (the “ Fifth Supplemental Indenture ” and together with the Base Indenture and this Sixth Supplemental Indenture, the “ Indenture ”);

WHEREAS, the 2021 Securities were issued as part of the 10.75% Equity Security Units issued by the Company on August 5, 2008;

WHEREAS, the Guarantor desires to Guarantee (as defined herein) the 2021 Securities and to correct an inconsistency resulting from the Guarantee;

WHEREAS, pursuant to Sections 9.01(1) and (4) of the Base Indenture, and Section 4.3 of the Fifth Supplemental Indenture, the Company and the Trustee may enter into supplemental indentures without the consent of any Holder to, respectively, (i) cure any ambiguity, omission, defect or inconsistency and (ii) provide any guarantees of securities of any series, provided that any such changes do not materially and adversely affect the interest of the holders of such securities;

WHEREAS, the changes to the Indenture set forth in this Sixth Supplemental Indenture do not materially and adversely affect the interest of the holders of the 2021 Securities;

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

WHEREAS, concurrent 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 Sixth 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, THE SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and inconsideration of the mutual promises and agreements herein contained, the Company, the Guarantor and the Trustee covenant and agree, for the equal and proportional benefit of all Holders of the 2021 Securities (the “ Holders ”), 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 or Fifth Supplemental Indenture has the same meaning when used in this Sixth Supplemental Indenture;

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

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

ARTICLE II

GUARANTEE

Section 2.1. Unconditional Guarantee .

(a) The Guarantor does hereby fully and unconditionally guarantee (the “ Guarantee ”) to the Holders of the Notes all payments on the Notes when due, in accordance with the provisions of the Notes and the Indenture, each as amended and supplemented hereby, as provided below.

(b) The Guarantor hereby waives notice of acceptance of the Guarantee and of default of performance by the Company, and hereby agrees that payment under the Guarantee shall be subject to no condition other than the giving of a written request for payment stating the fact of default of performance, in the manner

provided in Section 1.05 of the Base Indenture. The Guarantee is a guarantee of payment and not of collection.

(c) The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (i) any extension, amendment, modification or renewal of the Notes; (ii) any waiver of any Event of Default, extension of time or failure to enforce any of the provisions of the 2021 Securities or the Indenture; or (iii) any extension, moratorium or other relief granted to the Company pursuant to any applicable law or statute.

(d) The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders of the Notes, in the same manner in which the Company is obligated to make payments on the Notes.

(e) Subject to clause (f) below, the Guarantor hereby agrees that:


	(i) the Notes will be paid strictly in accordance with the terms of the Notes and the Indenture, each as amended and supplemented hereby, regardless of the value, genuineness, validity, regularity or enforceability of the Notes and the Indenture, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee with respect thereto, to the fullest extent permitted by law; and

	(ii) the liability of the Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of:

		(A) any lack of validity or enforceability of any agreement or instrument relating to the Notes;

		(B) any change in the time, manner or place of payment under, or in any other term in respect of, all or any of the Notes, or any other amendment or waiver of or consent to any departure from any other agreement relating to the Notes;

		(C) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Notes;


		(D) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company in respect of the Notes;

		(E) the absence of any action on the part of the Trustee to obtain payment under the Notes or the Indenture from the Company;

		(F) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of or in respect of the Company, including, without limitation, rejection of the Notes in such bankruptcy; or

		(G) the absence of notice or any delay in any action to enforce any provision of the Notes or the Indenture or to exercise any right or remedy against the Guarantor or the Company, whether under the Indenture, the Notes or any agreement or any indulgence, compromise or extension granted.

(f) Notwithstanding anything to the contrary in the Guarantee, the Guarantor does not waive any defense that would be available to the Company based on a breach, default or misrepresentation by the Trustee, or failure of any condition to the Company’s obligations under the Indenture or the illegality of any provision of the Indenture.

(g) The Guarantor further agrees that, to the extent that the Company or the Guarantor makes a payment or payments to the Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or repaid to the Company or the Guarantor or their respective estate, trustee, receiver or any other party under any bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Section 2.2. Execution and Delivery of Guarantee .

(a) If an officer whose signature is on this Sixth Supplemental Indenture, including an officer of the Guarantor, no longer holds that office, the Guarantee shall be valid nevertheless.

(b) The Guarantee contained in this Sixth Supplemental Indenture are entered into by the Guarantor for the benefit of the Holders from time to time of the Notes. Such provisions shall not be deemed to create any right, or to be in whole or in part for the benefit, of any Person other than the Trustee, the Guarantor, the Holders from time to time of the Notes and their permitted successors and assigns.

(c) The delivery of the Guarantee to the Trustee shall constitute due delivery of the Guarantee on behalf of the Guarantor to all Holders of the 2021 Securities

authenticated and delivered under the Indenture, whether or not notation of the Guarantee is made upon any such Note.

Section 2.3. Waiver of Subrogation . The Guarantor shall be subrogated to all rights of the Holders of the Notes and the Trustee against the Company pursuant to the provisions of the Guarantee; provided , however , that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, interest on and additional amounts, if any, payable in respect of all of the 2021 Securities issued under the Indenture shall have been paid in full.

Section 2.4. No Suspension of Remedies . Nothing contained in this Article II shall limit the right of the Trustee or the Holders of the Notes to take any action pursuant to Article Five of the Base Indenture or to pursue any other rights or remedies under the Indenture or under applicable law.

Section 2.5. Termination . The Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the Obligations have been satisfied in full.

ARTICLE III

AMENDMENT OF THE FIFTH SUPPLEMENTAL INDENTURE

Section 3.1. Deletion of Inconsistency . The text of Section 2.14 of the Fifth Supplemental Indenture is hereby deleted and replace in its entirety by: “Reserved.”

ARTICLE IV

MISCELLANEOUS

Section 4.1. Application of Sixth Supplemental Indenture . Each and every term and condition contained in this Sixth Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Base Indenture or the Fifth Supplemental Indenture shall apply only to the 2021 Securities and not to any other existing or future series of Securities issued under the Base Indenture.

Section 4.2. Benefits of Sixth Supplemental Indenture . Nothing contained in this Sixth Supplemental Indenture shall or shall be construed to confer upon any person other than a Holder of the 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 Indenture.

Section 4.3. Amendment of Sixth Supplemental Indenture . The Company, the Guarantor and the Trustee, at any time and from time to time, may amend, modify or supplement this Sixth Supplemental Indenture in accordance with the provisions of Article Nine of the Base Indenture.

Section 4.4. Effective Date . This Sixth 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; Submission to Jurisdiction .

THIS SIXTH SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Guarantor 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 Indenture. The Guarantor irrevocably waives, to the fullest extent permitted by applicable law, any objection which it 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.

Section 4.6. Counterparts . This Sixth 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 Indenture . Each of the Base Indenture and the Fifth Supplemental Indenture, each as supplemented by this Sixth Supplemental Indenture, is in all respects ratified and confirmed, and this Sixth Supplemental Indenture shall be deemed part of the 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 Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantor.

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

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the day and year first above written.


XL CAPITAL LTD

By:	/s/ Simon Rich

	Name:	Simon Rich
	Title:	Senior Vice President

GIVEN under the Common Seal of XL GROUP PLC

By:	/s/ Simon Rich

	Name:	Simon Rich
	Title:	Director

By:	/s/ Mervyn Skeet

	Name:	Mervyn Skeet
	Title:	Director

THE BANK OF NEW YORK MELLON, as Trustee

By:	/s/ Timothy W. Casey

	Name:	Timothy W. Casey
	Title:	Senior Associate

Exhibit 4.4

This Supplemental Indenture, dated as of June 30, 2010 (this “ Supplemental Indenture ”), is entered into among XL Company Switzerland GmbH, a limited liability company incorporated under the laws of Switzerland (the “ New Guarantor ”), XL Capital Finance (Europe) plc, a public limited company incorporated under the laws of England and Wales (the “ Company ”), XL Capital Ltd, an exempted limited company incorporated under the laws of the Cayman Islands (the “ Existing Guarantor ”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (as successor to State Street Bank and Trust Company), as Trustee under the Indenture (as defined below). Capitalized terms used, but not otherwise defined, herein shall have the meanings assigned to such terms in the Indenture.

W I T N E S S E T H:

WHEREAS, the Company, the Existing Guarantor and State Street Bank and Trust Company have heretofore executed and delivered an Indenture, dated as of January 10, 2002 (as amended, supplemented, waived or otherwise modified, including as supplemented by the terms and provisions included in the Board Resolution dated January 7, 2002 governing the issuance of the 6.50% Senior Notes due 2012, the “ Indenture ”), providing for the issuance, from time to time, of the Securities;

WHEREAS, pursuant to Section 801 of the Indenture, the Guarantor shall not convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person unless, among other things, such Person expressly assumes, by supplemental indenture satisfactory in form to the Trustee, the due and punctual payment pursuant to the Securities, the Indenture and the Guarantee of the principal of, any premium and interest on and any Additional Amounts with respect to all of the Securities issued thereunder, and the performance of all applicable obligations under the Indenture, the Guarantee and the Securities issued thereunder;

WHEREAS, pursuant to Section 801 of the Indenture, such Person to whom the properties and assets of the Guarantor are conveyed, transferred, sold or leased substantially as an entirety shall succeed to, and be substituted for, and may exercise every right and power of the Guarantor under the Indenture, the Securities and the Guarantee with the same effect as if such Person had been named as the Guarantor therein, and thereafter, the existing Guarantor shall be relieved of all obligations and covenants under the Indenture, the Guarantee and the Securities;

WHEREAS, concurrently with the execution and delivery of this Supplemental Indenture, the Existing Guarantor is transferring its properties and assets substantially as an entirety to the New Guarantor; and

WHEREAS, pursuant to Section 901 of the Indenture, the Trustee, the Company and the Guarantor are authorized to execute and deliver this Supplemental Indenture to supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the

Company, the Existing Guarantor and the Trustee mutually covenant and agree, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE I
AGREEMENT TO BE BOUND; GUARANTEE; RELEASE OF EXISTING GUARANTOR

Section 1.1. Agreement to be Bound . The New Guarantor hereby becomes a party to the Indenture as the Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of the Guarantor under the Indenture. The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to the Guarantor and to perform all of the obligations and agreements of the Guarantor under the Indenture.

Section 1.2. Guarantee . The New Guarantor hereby unconditionally guarantees, on an unsecured, unsubordinated basis, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors, irrespective of the validity and enforceability of the Indenture, this Supplemental Indenture, the Securities or the obligations of the Company to the Holders or the Trustee thereunder, the Guaranteed Obligations, all as more fully set forth in Article Thirteen of the Indenture.

Section 1.3. Release of Existing Guarantor . In accordance with Section 801 of the Indenture, the Existing Guarantor is hereby relieved of all obligations and covenants under the Indenture, the Guarantee and the Securities.

ARTICLE II
MISCELLANEOUS

Section 2.1. Notices, Etc. to the Guarantor . The address to which any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by the Indenture to be made upon, given or furnished to, or filed with, the Guarantor by the Trustee or by any Holder shall be addressed is XL Company Switzerland GmbH, XL House, One Bermudiana Road, Hamilton HM 08, Bermuda, Attn: Kirstin R. Gould (or any other address furnished in writing to the Trustee by the Guarantor for such purpose).

Section 2.2. Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 2.3. Governing Law . This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 2.4. Separability Clause . In case any provision in this Supplemental Indenture, the Indenture, the Securities or the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.5. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended or supplemented hereby, the Indenture is in all respects ratified and

confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein.

Section 2.6. Duplicate and Counterpart Originals . The parties may sign any number of copies of this Supplemental Indenture. One signed copy is enough to prove this Supplemental Indenture. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.

Section 2.7. Headings . The headings of the Articles and Sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


XL CAPITAL FINANCE (EUROPE) PLC ,
	as the Company

By:	/s/ Mervyn Skeet

	Name:	Mervyn Skeet
	Title:	Director

XL CAPITAL LTD ,
as the Existing Guarantor

By:	/s/ Simon Rich

	Name:	Simon Rich
	Title:	Senior Vice President

XL COMPANY SWITZERLAND GMBH ,
as the New Guarantor

By:	/s/ John Hume

	Name:	John Hume
	Title:	Manager

By:	/s/ Gérald Kanis

	Name:	Gérald Kanis
	Title:	Manager

U.S. BANK NATIONAL ASSOCIATION ,
as the Trustee

By:	/s/ Crystal Deperry

	Name:	Crystal Deperry
	Title:	Assistant Vice President

The following abbreviations, when used in the inscription on the face of this certificate, 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–		Custodian
TEN ENT	– as tenants by the entireties		(Cust)		(Minor)
JT TEN	– as joint tenants with right of			under Uniform Gifts to Minors
	survivorship and not as			Act
	tenants in common			(State)

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

For Value Received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




	Shares
of the Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint

	Attorney
to transfer the said shares on the register of members of the within named Company with full power of substitution in the premises.


Dated

	NOTICE:	THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.






SIGNATuRE(S) GuARANTEED:


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

Exhibit 10.1

FORM OF

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (including Appendices A and B hereto, this “ Agreement ”) is dated and effective as of July 1, 2010 and made by and between XL Capital Ltd, a Cayman Islands exempted company (the “ Company ”), and [●] (“ Indemnitee ”). Capitalized terms used but not otherwise defined in the body of this Agreement shall have the respective meanings ascribed to such terms in Appendix B hereto.

WHEREAS, the Company has proposed to effect a scheme of arrangement under Cayman Islands law (the “ Scheme of Arrangement ”) pursuant to which the ordinary shareholders of the Company would become ordinary shareholders of XL Group plc, an Irish public limited company (“ Parent ”), and the Company would become a subsidiary of Parent;

WHEREAS, it is essential to the Company and Parent that Parent retain and attract highly experienced and capable persons to serve as directors and Employee Officers of Parent;

WHEREAS, highly experienced and capable persons are more reluctant to serve publicly held corporations as directors or in other capacities unless they are provided with adequate protection through insurance, indemnification and exculpation against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, due to restrictions imposed by Irish law, Parent is not able to provide for exculpation of its directors and Employee Officers or to confer indemnification and expense advancement rights on its directors and Employee Officers as broad as the indemnification and expense advancement rights provided by the Company prior to the effectiveness of the Scheme of Arrangement; and

WHEREAS, in light of the limited ability under Irish law for Parent to exculpate or commit in advance to indemnify or advance expenses to its directors and Employee Officers, it is reasonable, prudent and desirable for the Company, acting in its own best interests as a member of the XL group of companies (which group is comprised of Parent and its subsidiaries (collectively, the “ XL Group of Companies ” and each, an “ XL Group Company ”)), contractually to obligate itself to indemnify, and, if so requested by Indemnitee, to advance expenses, as provided herein to an extent substantially similar to that previously provided by the Company, and contractually to provide additional procedural protections to help ensure that such indemnification and expense advancement rights will in fact be available to Indemnitee so long as Indemnitee acts in good faith in the performance of Indemnitee’s duty to the XL Group of Companies; and Indemnitee desires to continue to so serve XL Group of Companies provided, and on the express condition, that he or she is furnished with the indemnity set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained and intending to be legally bound hereby, the parties hereto agree as follows:


1. Service by Indemnitee . Indemnitee agrees to serve as a director or Employee Officer, as applicable, of Parent faithfully and to the best of Indemnitee’s ability so long as Indemnitee is duly elected or re-elected or appointed or re-appointed and until such time as (i) if Indemnitee serves in the capacity of director, Indemnitee dies, is removed as a director of Parent or resigns or retires as a director of Parent; or (ii) if Indemnitee serves in the capacity of Employee Officer, Indemnitee dies, is terminated as an Employee Officer of Parent or resigns or retires as an Employee Officer. An Indemnitee shall be deemed to be “serving at the request of Parent” or to have “served at the request of Parent” (or any similar construction of similar meaning) to the extent such Indemnitee is serving or has served as an officer, director, employee or executive of any XL Group Company, and Indemnitee shall be deemed to be so serving or have so served without any express (whether written or otherwise) evidence of such request, unless clear evidence to the contrary exists and is provided by Parent.

2. Advancement of Expenses . Except as limited by Section 10, to the fullest extent permitted under Cayman Islands law, all Expenses incurred by Indemnitee in defending against any Indemnifiable Proceeding described in Section 3 or 4 in advance of the final disposition of such Indemnifiable Proceeding shall be paid by the Company at the request of Indemnitee. Such request shall be made pursuant to Article 3 of Appendix A hereto (the “ Procedural Appendix ”). In addition, Indemnitee’s entitlement to advancement of Expenses shall include those Expenses incurred in connection with any Indemnifiable Proceeding by Indemnitee seeking an adjudication pursuant to Article 5 of the Procedural Appendix (including the enforcement of this provision), subject to an undertaking by Indemnitee to reimburse such amounts if so required pursuant to Article 3 of the Procedural Appendix.

3. Indemnification for Proceedings by or in the Name of Parent .

(a) Eligibility. Except as limited by Section 10, Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if Indemnitee, after the effective date hereof, was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of Parent to procure a judgment in Parent’s favor by reason of the fact that Indemnitee is or was a director or Employee Officer of Parent, or is or was serving at the request of Parent as a director, officer, employee or fiduciary of any other entity (including another corporation, partnership, joint venture, trust or employee benefit plan); or by reason of anything done or not done (or allegedly done or not done) by Indemnitee in any such capacity, whether or not Indemnitee is actually serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement is sought under this Agreement.

(b) Indemnity. Except as limited by Section 10, pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted under Cayman Islands law against all judgments, fines, amounts paid in settlement and Expenses incurred by Indemnitee in connection with a Proceeding described in Section 3(a) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Parent or such other entity (including another corporation, partnership, joint venture, trust or employee benefit plan) served by Indemnitee at the request of Parent; provided, however , that no such indemnification shall be made in respect of any such Proceeding as to which such person shall have been found, in a final

and non-appealable judgment of a court of competent jurisdiction, to be liable for willful neglect or willful default in the performance of such Indemnitee’s duty to Parent or to such other corporation, partnership, joint venture or employee benefit plan, unless and only to the extent that a court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such judgments, fines, amounts paid in settlement and Expenses as such court shall deem proper.

4. Indemnification for Proceedings Other than Proceedings by or in the Right of Parent .

(a) Eligibility. Except as limited by Section 10, Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if Indemnitee, after the effective date hereof, was or is a party or is threatened to be made a party to any Proceeding (other than a Proceeding by or in the name of Parent, to which Section 3 above shall apply) by reason of the fact that Indemnitee is or was a director or Employee Officer of Parent, or is or was serving at the request of Parent as a director, officer, employee or fiduciary of any other entity (including another corporation, partnership, joint venture, trust or employee benefit plan); or by reason of anything done or not done (or allegedly done or not done) by Indemnitee in any such capacity, whether or not Indemnitee is actually serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement is sought under this Agreement.

(b) Indemnity. Except as limited by Section 10, pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted under Cayman Islands law against all judgments, fines, amounts paid in settlement and Expenses incurred by Indemnitee in connection with a Proceeding described in Section 4(a) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Parent or such other entity (including another corporation, partnership, joint venture, trust or employee benefit plan) served by Indemnitee at the request of Parent and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

5. Indemnification for Expenses of Successful Party . Notwithstanding the limitations of Sections 3, 4 or 10(d), to the fullest extent permitted by Cayman Islands law and to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Indemnifiable Proceeding, or in defense of any claim, issue or matter therein, or if it is determined in a final and non-appealable judgment by a court of competent jurisdiction that Indemnitee is otherwise entitled to be indemnified against Expenses, the Company shall indemnify Indemnitee against all Expenses incurred in connection with such Indemnifiable Proceeding.

6. Partial Indemnification . Except as limited by Section 10, if Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the judgments, fines, amounts paid in settlement or Expenses incurred in connection with any Indemnifiable Proceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such judgments, fines, amounts paid

in settlement and Expenses incurred to which Indemnitee is entitled (as determined in accordance with Article 2(e) of the Procedural Appendix).

7. Other Rights to Indemnification . Indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under (i) any provision of the memorandum of association and articles of association of Parent (the “ Parent Governing Documents ”), the memorandum of association and articles of association of the Company (the “ Company Governing Documents ”), or the governing documents of any other entity served by Indemnitee at the request of Parent; (ii) any vote of the shareholders of Parent, the Board of Directors of Parent (the “ Parent Board ”) or the Board of Directors of the Company (the “ Company Board ”); (iii) any provision of law; (iv) any agreement; (v) any insurance policy or (vi) otherwise. Nothing in this Agreement shall be deemed to limit or impair in any way any right of Indemnitee with respect to indemnification, advancement of Expenses or exculpation under the Company Governing Documents as in effect prior to the Scheme of Arrangement. The Company acknowledges and agrees that nothing herein shall be deemed to constitute a waiver by Indemnitee of any such rights.

8. Expenses to Enforce Agreement . In the event that Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue or seeks a Proceeding to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, if Indemnitee prevails in whole or in part in such Proceeding, Indemnitee shall be entitled to recover from the Company and shall be indemnified by the Company against any Expenses incurred by Indemnitee in connection with such Proceeding.

9. Continuation of Indemnity . All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director or Employee Officer of Parent or is serving at the request of Parent as a director, officer, employee or fiduciary of any other entity (including another corporation, partnership, joint venture, trust or employee benefit plan) and shall continue thereafter with respect to any possible claims by reason of the fact that Indemnitee was a director or Employee Officer of Parent or was serving at the request of Parent as a director, officer, employee or fiduciary of any other entity (including another corporation, partnership, joint venture, trust or employee benefit plan). This Agreement shall be binding upon all successors and assigns of the Company and shall inure to the benefit of the heirs, personal representatives and estate of Indemnitee. From and after the effective time of the Scheme of Arrangement, the Company shall require and cause any successor (whether direct or indirect and whether by purchase, merger, consolidation, scheme or arrangement, amalgamation or otherwise), including any person or entity who acquires all, substantially all, or a substantial part, of the business and/or assets of the Company, as the case may be, by written agreement, expressly 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 if no such succession had taken place. If such Agreement shall be unenforceable against any such successor, or if the Company Board makes a good faith determination in its discretion that such successor is less creditworthy than the Company, then the Company will assign the Agreement to a subsidiary of the Company selected by the Company Board and reasonably satisfactory to Indemnitee, against which subsidiary the Agreement shall then be enforceable.

10. Limitations on Indemnification and Advancement of Expenses . The rights of Indemnitee to indemnification and advancement of Expenses under this Agreement shall be as set forth herein, except that no indemnification or advancement of Expenses shall be paid hereunder to Indemnitee by the Company:

(a) to the extent expressly prohibited by Cayman Islands law or a final and non-appealable judgment of a court of competent jurisdiction;

(b) to the extent such indemnification or advancement of Expenses, as applicable, is actually made or then due to Indemnitee (i) under an insurance policy; (ii) under a valid and enforceable provision of the Parent Governing Documents, Company Governing Documents, or the governing documents of any other entity served by Indemnitee at the request of Parent; (iii) pursuant to an agreement of Parent, to the extent permitted by law, or the Company or any other entity served by Indemnitee at the request of Parent; or (iv) by Parent, to the extent permitted by law, in its discretion as contemplated by Article 1 of the Procedural Appendix, except, in each case, in respect of any amounts indemnifiable hereunder exceeding the payment or payments made under clauses (i) through (iv) of this paragraph; or

(c) except with respect to an Indemnifiable Proceeding pursuant to Section 8 above or Article 5 of the Procedural Appendix, in connection with a Proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, unless such Proceeding (or part thereof) initiated by Indemnitee was authorized by the Parent Board;

(d) with respect to any Proceeding that is authorized by the Parent Board and brought by or on behalf of the Parent against Indemnitee, except as provided in Sections 3, 5 and 6; or

(e) with respect to any claim as to which a final and non-appealable judgment pursuant to Section 16(b) of the Exchange Act or any similar statute has been rendered against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities.

11. Additional Agreements .

(a) The Company shall enter into additional agreements that are substantially similar to this Agreement with each person serving as a director or Employee Officer of Parent from time to time, provided , that the Company shall not have any liability, or have any obligation, under this Section 11(a) to the extent that any such other director or Employee Officer is unable or unwilling to enter into such agreement.

(b) The provisions of this Section 11 may be amended by the written consent of a number of directors or Employee Officers of Parent representing 75% or more of the total number of persons currently servings as directors or Employee Officers of Parent who are Indemnitees under an agreement containing terms substantially similar to this Agreement.

12 . Separability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to Indemnitee to the fullest enforceable extent that is consistent with the obligations of the Company to indemnify Indemnitee prior to the effectiveness of the Scheme of Arrangement. In the event of any conflict or inconsistency between this Agreement and the provisions of the Company Governing Documents, to the maximum extent permitted by applicable law this Agreement shall govern with respect to any Indemnifiable Proceeding to which Indemnitee becomes a party on or after the effective date hereof, and to the maximum extent permitted by applicable law the Company Governing Documents shall govern with respect to any Indemnifiable Proceeding to which Indemnitee became a party prior to the effective date hereof.

13. Headings; Interpretation . The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement, unless otherwise specified. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate. The word “including” shall be deemed to be followed by the words “without limitation.”

14. Notices . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt; (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked; or (iii) if sent by facsimile transmission and fax confirmation is received, on the next business day following the date on which such facsimile transmission was sent. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice to the other party as provided in this Section. The address for notice to Parent shall be the same as indicated for the Company on the signature page of this Agreement, or as subsequently modified by written notice to Indemnitee as provided in this Section.

15. Governing Law; Consent to Jurisdiction.

(a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.

(b) The Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any Proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any

other country; (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any Proceeding arising out of or in connection with this Agreement; (iii) waive any objection to the laying of venue of any such Proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

16. Other Provisions .

(a) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of the existence of this Agreement.

(b) Nothing contained in this Agreement shall confer upon Indemnitee (including, for the avoidance of doubt, any Employee Officer) any right with respect to the continuation of Indemnitee’s employment with, or provision of services for, any entity within the XL Group of Companies, as applicable, or interfere in any way with the right of any entity within the XL Group of Companies, as applicable, at any time to terminate such employment or services for any reason, with or without cause, and with or without severance, except as may be otherwise provided in a separate written contract between Indemnitee and any entity within the XL Group of Companies.

(c) Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of Indemnitee to recover against any person (including Parent) for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights.

(d) Each person serving as a director, corporate secretary or Employee Officer after the effectiveness of the scheme is intended to be and shall be a third party beneficiary of Section 11(a), as such Section 11(a) may be amended from time to time in accordance with this Agreement.

(e) Except as set forth in Section 11(b), no supplement, modification, amendment or termination of this Agreement shall be binding unless executed in writing by all parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver and no waiver will be effective unless it is in writing and signed by the waiving party.

(f) The parties hereto agree that Appendices A and B hereto form an integral part of this Agreement with respect to the subject matter hereof.

(g) Unless otherwise specified, references to the term “Section” are references to the Sections of this Agreement, and references to the term “Article” are references to the Articles of the Procedural Appendix.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.


XL CAPITAL LTD

By:

	Name:	Michael S. McGavick
	Title:	Chief Executive Officer


	Address:	XL House
		One Bermudiana Road
		Hamilton HM 08
		Bermuda

	Facsimile:	(441) 294-7307

Agreed and accepted as of the date hereof:


INDEMNITEE

By:
	Name:
	Title:

	Address:



	Facsimile:

Signature Page to Deed of Indemnification

Appendix A

Certain Procedural Provisions

Article 1. Request for Parent to Indemnify or Advance as a Prerequisite to Indemnification or Advancement Hereunder . Prior to submitting a claim for, or being entitled to indemnification or advancement of Expenses under this Agreement, Indemnitee shall first submit a written request to the Secretary of Parent for Parent to consider in its discretion, and to the extent permitted by law, whether Parent itself will provide indemnification (and whether Parent itself will advance Expenses in connection with the matter that is the subject of such indemnification request). Such request shall include documentation or information reasonably available to Indemnitee that provides a reasonably detailed description of the facts and circumstances of the request for indemnification or advancement of Expenses. Upon any such request by Indemnitee, Parent may, to the extent permitted by law, consider whether to make such indemnification or advancement of Expenses based on the facts and circumstances related to the request. Parent may require, as a condition to providing any permitted indemnification or advancement of Expenses, that Indemnitee enter into an agreement providing for such indemnification or advancement of Expenses (as applicable) to be made subject to substantially the same terms and conditions applicable to the provision of indemnification and/or advancement of Expenses (as applicable) by the Company hereunder. In the event indemnification and/or advancement of Expenses, as applicable (or a written commitment by Parent to promptly provide such indemnification and/or advancement of Expenses) has not been provided by Parent and received by Indemnitee within 5 business days after the delivery of Indemnitee’s request of Parent pursuant to this Article 1, Indemnitee may submit a written request to the Company for indemnification pursuant to Article 2 of this Procedural Appendix or make a request for advancement under this Agreement pursuant to Article 3 of this Procedural Appendix, as applicable.

Article 2. Request for Company to Provide Indemnification .

(a) To receive indemnification under this Agreement, after complying with Article 1 of this Procedural Appendix, Indemnitee must submit a written request to the Secretary of the Company to provide such indemnification. Such request shall include (i) documentation or information reasonably available to Indemnitee that provides a reasonably detailed description of the facts and circumstances of the request for indemnification, and (ii) Indemnitee’s selection of the Determining Party under Article 2(b).

(b) Upon receipt of a request made pursuant to Article 2(a), the entitlement of Indemnitee to indemnification under this Agreement shall be determined by one of the following parties, as selected by Indemnitee in his or her sole discretion (such party, the “ Determining Party ”): (i) the Company Board by a majority vote of Disinterested Directors, or (ii) by Independent Counsel in a written opinion to the Company Board, a copy of which shall be delivered to Indemnitee. In the event no Disinterested Director exists to constitute the Determining Party, Independent Counsel shall be the Determining Party. The Determining Party shall make the determination as to the entitlement of Indemnitee to indemnification under this Agreement not later than 45 calendar days after receipt by the Company of a request made

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pursuant to Article 2(a) or, if Independent Counsel acts as the Determining Party, within 45 calendar days of agreement on the identity of such Independent Counsel.

(c) In the event that a determination is made by the Company Board that Indemnitee is not entitled to indemnification by the Company hereunder, Indemnitee shall be entitled to seek a determination by Independent Counsel of Indemnitee’s entitlement to indemnification. Independent Counsel shall within 45 calendar days of agreement on the identity of such Independent Counsel provide a determination as to the entitlement of Indemnitee to indemnification under this Agreement in a written opinion to the Company Board, a copy of which shall be delivered to Indemnitee. Such determination by Independent Counsel shall be made de novo and Indemnitee shall not be prejudiced by reason of the determination by the Company Board that Indemnitee is not entitled to indemnification. The Company shall not oppose Indemnitee’s right to seek any such determination of Independent Counsel. If a determination is made by Independent Counsel that Indemnitee is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. Any determination of Independent Counsel under this Article 2(c) shall be the final determination of entitlement to indemnification under this Article 2, subject to Article 5 of this Procedural Appendix.

(d) Any Independent Counsel selected for purposes of Article 2(b) or Article 2(c) shall be selected by the Company and approved by Indemnitee (such approval not to be unreasonably withheld, conditioned or delayed), except that in the event that a Change in Control has occurred, any Independent Counsel shall be selected by Indemnitee. Upon failure of the Company to so select such Independent Counsel or upon failure of Indemnitee to so approve (or to so select, in the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction.

(e) If the Determining Party (including, for purposes of this Article 2(e), Independent Counsel selected under Article 2(c)) determines that Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably allocate such partial indemnification among the claims, issues or matters at issue at the time of the determination.

(f) Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement with the Company or Parent, any provision of the Company Governing Documents or Parent Governing Documents or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company shall indemnify Indemnitee for any such amounts referred to in the immediately preceding sentence and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification.

(g) Notwithstanding anything to the contrary contained in this Article 2, it is understood that no such determination pursuant to Article 2 of this Procedural Appendix shall be required with respect to Indemnitee’s entitlement to indemnification pursuant to Section 8 of this Agreement, Article 2(f) of this Procedural Appendix, or the last sentence of Article 5 of this Procedural Appendix.

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Article 3. Request for Company to Provide Advancement of Expenses . To receive advancement of Expenses under this Agreement, after complying with Article 1 of this Procedural Appendix, Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be accompanied by an undertaking, by or on behalf of Indemnitee, to reimburse such amounts to the Company if it is determined in a final and non-appealable judgment of a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses by the Company or Parent as provided by this Agreement or otherwise. Indemnitee’s undertaking to reimburse any such amounts shall not be required to be secured and shall be interest free, subject to Section 10 of this Agreement. Each payment of Expenses by the Company shall be made within 10 calendar days after the receipt by the Company of a valid written request for advancement of Expenses.

Article 4. Effect of Certain Proceedings .

(a) In making a determination with respect to entitlement to indemnification hereunder, the Determining Party shall, to the fullest extent permitted by Cayman Islands law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Articles 1 and 2 of this Procedural Appendix, and the Company shall, to the fullest extent permitted by Cayman Islands law, have the burden of proof to overcome the presumption that Indemnitee is entitled to indemnification hereunder in connection with any determination to the contrary made pursuant to Articles 1 or 2 of this Procedural Appendix.

(b) If the Determining Party of this Procedural Appendix shall have failed to make the requested determination within 45 calendar days pursuant to Article 2(b), a requisite determination of entitlement to indemnification shall be deemed to have been irrevocably made and Indemnitee shall be absolutely entitled to such indemnification, absent (i) fraud in the request for indemnification or (ii) a prohibition on such indemnification under Cayman Islands law; provided , however , that such 45-day period may be extended for a reasonable period of time, not to exceed an additional 45 days, if the Determining Party shall in good faith require such additional time to obtain or evaluate documentation and/or information relating to such determination and shall have provided written notice to Indemnitee within the initial 45-day period of such need for an extension of time.

(c) The termination of any Indemnifiable Proceeding described in Sections 3 or 4 of this Agreement by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not in and of itself: (i) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of Parent, or any other entity served by Indemnitee at the request of Parent, or a relevant employee benefit plan (as the case may be), or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful; or (ii) otherwise adversely affect the rights of Indemnitee to indemnification by the Company except as otherwise provided herein.

Article 5. Effect of Determination Whether to Indemnify or to Advance Expenses . In the event that a determination is made that Indemnitee is not entitled to indemnification by the

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Company hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Articles 1, 2 or 4 of this Procedural Appendix, or if Expenses are not paid pursuant to Article 1 or 3 of this Procedural Appendix, Indemnitee shall be entitled to seek final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment of Expenses. The determination in any such judicial Proceeding shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) pursuant to Articles 1, 2 or 4 of this Procedural Appendix that Indemnitee is not entitled to indemnification. The Company shall not oppose Indemnitee’s right to seek any such adjudication or any other claim. If a determination is made or deemed to have been made pursuant to the terms of Articles 1, 2 or 4 of this Procedural Appendix that Indemnitee is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Company further agrees to stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If such court shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Company shall also pay all Expenses incurred by Indemnitee in connection with such adjudication (including any appellate Proceedings).

Article 6. Notification and Defense of Claim . Promptly after receipt by Indemnitee of notice of any Indemnifiable Proceeding, Indemnitee shall, if a claim in respect of such Proceeding is to be made against the Company under this Agreement, notify the Company and Parent in writing of the commencement of such Indemnifiable Proceeding; but the omission to so notify the Company and Parent shall not relieve the Company from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Company and Parent, the Company and Parent shall be entitled to participate therein at their own expense.

Article 7. Notice to Insurers . If, at the time of the receipt of a notice of a Indemnifiable Proceeding pursuant to Articles 1, 2 or 3 of this Procedural Appendix, Parent or the Company has directors’ and officers’ liability insurance in effect, Company shall, or, as applicable, shall use its reasonable best efforts to cause Parent to, give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

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Appendix B

Certain Definitions

“ Change in Control ” means a change in control of Parent occurring after the effective time of the Scheme of Arrangement of a nature that would be required to be reported in response to Item 5.01 of Current Report on Form 8-K (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) whether or not Parent is then subject to such reporting requirement; provided , however , that, without limitation, a Change in Control shall be deemed to have occurred if after the date of this Agreement (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act ) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Parent representing (or which upon settlement, exercise or conversion pursuant to their terms would represent) 30% or more of the combined voting power of Parent’s then-outstanding voting securities without the prior approval of at least two-thirds of the members of the Parent Board in office immediately prior to such person attaining such percentage; (ii) Parent consummates a merger, consolidation, scheme of arrangement, sale of assets or other reorganization as a consequence of which members of the Parent Board in office immediately prior to entry into the agreement providing for such transaction constitute less than a majority of the board of directors or similar governing body of the company that is then the ultimate parent company of the corporate group of which Parent is a part upon completion of such transaction; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Parent Board (including for this purpose any new member of the Parent Board whose election or nomination for election by Parent’s shareholders was approved by a vote of at least two-thirds of the members of the Parent Board then still in office who were members of the Parent Board at the beginning of such period and such approval was not in connection with an actual or threatened proxy contest) cease for any reason to constitute at least a majority of the Parent Board.

“ Disinterested Director ” means a director of the Company who is not and was not a party to the Indemnifiable Proceeding in respect of which indemnification is being sought by Indemnitee.

“ Employee Officer ” means an “officer” (as such term is used under Section 2 of the Companies Act 1963 of the Republic of Ireland) who is an employee of Parent, which, for the avoidance of doubt, shall not be deemed to include auditors, liquidators, or other advisors of Parent.

“ Expenses ” includes expenses actually and reasonably incurred in connection with the defense or settlement of any Proceeding, and appeals, attorneys’ and other advisors’ fees and expenses (including retainers and disbursements and advances thereon), witness fees and expenses, expenses relating to any bond, and any expenses relating to establishing a right to indemnification or advancement hereunder, but shall not include the amount of judgments, penalties, fines or amounts paid in settlement.

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“ Indemnifiable Proceeding ” means any Proceeding of the type described in Sections 3, 4 or 8 of this Agreement, or Article 5 of the Procedural Appendix and any Proceeding approved by the Parent Board for such purpose, as contemplated by Section 10(c) of this Agreement.

“ Independent Counsel ” means a law firm or a member of a law firm that at the relevant time is not, and for the prior five years has not been, retained to represent: (i) the Company, Parent or Indemnitee (or their respective affiliates) in any matter material to any such party, or (ii) any other party to the Indemnifiable Proceeding (or their respective affiliates) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing the Company, Parent or Indemnitee in a Proceeding to determine Indemnitee’s right to indemnification under this Agreement.

“ Proceeding ” includes any actual, threatened, pending or completed investigation, action, suit or other proceeding, whether of a civil, criminal, administrative, arbitral, investigative, legislative or other nature.

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Exhibit 10.2

DEED POLL INDEMNITY

This DEED POLL INDEMNITY (this “ Deed Poll ”) is dated July 1, 2010 and made by XL Capital Ltd, a Cayman Islands exempted company (the “ Indemnitor ”), acting unilaterally in respect of each individual who has not entered into a separate indemnification agreement with the Indemnitor but is serving as an officer, director, employee, or other executive of XL Group plc, an Irish public limited company (“ Parent ”) or is serving at the request of Parent as an officer, director, employee, or other executive of any other entity (including another corporation, partnership, joint venture, trust or employee benefit plan) (such individual, an “ Indemnitee ”). Capitalized terms used but not otherwise defined in this Deed Poll shall have the respective meanings ascribed to such terms in Section 11.

NOW, THEREFORE, the Indemnitor hereby declares, undertakes and agrees as follows:


1. Indemnification for Proceedings by or in the Name of Parent .

(a) Eligibility. Except as limited by Section 9, Indemnitee shall be entitled to the indemnification rights provided in this Section 1 if Indemnitee, after the effective date hereof, was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of Parent to procure a judgment in its favor by reason of the fact that Indemnitee is or was an officer, director, employee or other executive of Parent, or is or was serving at the request of Parent as an officer, director, employee or other executive of any other entity (including another corporation, partnership, joint venture, trust or employee benefit plan); or by reason of anything done or not done (or allegedly done or not done) by Indemnitee in any such capacity, whether or not Indemnitee is actually serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement is sought under this Deed Poll.

(b) Indemnity. Except as limited by Section 9, pursuant to this Section 1(b), Indemnitee shall be indemnified to the fullest extent permitted under Cayman Islands law against all judgments, fines, amounts paid in settlement and Expenses incurred by Indemnitee in connection with such Proceeding referred to in Section 1(a) above if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Parent or any such entity (including another corporation, partnership, joint venture, trust or employee benefit plan) served by Indemnitee at the request of Parent; provided , however , that no such indemnification shall be made in respect of any claim, issue, or matter as to which such Indemnitee shall have been found, in a final and non-appealable judgment of a court of competent jurisdiction, to be liable for willful neglect or willful default in the performance of such Indemnitee’s duty to Parent or such other entity (including another corporation, partnership, joint venture, trust or employee benefit plan) served by Indemnitee at the request of Parent, unless and only to the extent that a court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such judgments, fines, amounts paid in settlement and Expenses as such court shall deem proper.

2. Indemnification for Proceedings Other than Proceedings by or in the Right of Parent .

(a) Eligibility. Except as limited by Section 9, each Indemnitee shall be entitled to the indemnification rights provided in this Section 2 if Indemnitee, after the effective date hereof, was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of Parent, to which Section 1 above shall apply) by reason of the fact that Indemnitee is or was an officer, director, employee, or other executive of Parent, or is or was serving at the request of Parent as an officer, director, employee, or other executive of any other entity (including another corporation, partnership, joint venture, trust or employee benefit plan); or by reason of anything done or not done (or allegedly done or not done) by Indemnitee in any such capacity, whether or not Indemnitee is actually serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement is sought under this Deed Poll.

(b) Indemnity. Except as limited by Section 9, pursuant to this Section 2(b), Indemnitee shall be indemnified to the fullest extent permitted under Cayman Islands law against all judgments, fines, amounts paid in settlement and Expenses incurred by Indemnitee in connection with such Proceeding referred to in Section 2(a) above if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Parent, or such other entity (including another corporation, partnership, joint venture, trust or employee benefit plan) served by Indemnitee at the request of Parent and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

3. Indemnification for Expenses of Successful Party . Notwithstanding the limitations of Sections 1 and 2 above, to the fullest extent permitted by Cayman Islands law and to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Indemnifiable Proceeding or in defense of any claim, issue or matter therein, or if it is determined in a final and non-appealable judgment by a court of competent jurisdiction that Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitor shall indemnify Indemnitee against all Expenses incurred in connection with such Indemnifiable Proceeding.

4. Partial Indemnification . Except as limited by Section 9, if Indemnitee is entitled under any provision of this Deed Poll to indemnification by the Indemnitor for some or a portion of the judgments, fines, amounts paid in settlement or Expenses incurred in connection with any Indemnifiable Proceeding, but not, however, for all of the total amount thereof, the Indemnitor shall nevertheless indemnify Indemnitee for the portion of such judgments, fines, amounts paid in settlement and Expenses incurred to which Indemnitee is entitled to indemnification.

5. Advancement of Expenses . Except as limited by Section 9, to the fullest extent permitted under Cayman Islands law, all Expenses incurred by Indemnitee in defending against an Indemnifiable Proceeding under Section 1 or 2 in advance of the final disposition of such Indemnifiable Proceeding shall be paid by the Indemnitor at the request of Indemnitee. Pursuant to Section 12, Indemnitee must submit to the Secretary of the Indemnitor a written request (i) reasonably evidencing the Expenses incurred by Indemnitee and (ii) including or accompanied by an undertaking, by or on behalf of Indemnitee, to reimburse such amounts to the Indemnitor if it is finally determined in a final and non-appealable judgment of a court of competent jurisdiction that

Indemnitee is not entitled to be indemnified against such Expenses by the Indemnitor as provided by this Deed Poll or otherwise. Indemnitee’s undertaking to reimburse any such amounts shall not be required to be secured and shall be interest free. Each payment of Expenses by the Indemnitor shall be made within 10 calendar days after the receipt by the Indemnitor of a valid written request for advancement of Expenses.

6. Determination Whether to Indemnify .

(a) To receive indemnification under this Deed Poll, Indemnitee must submit a written request to the Indemnitor to provide such indemnification. Such request shall include documentation or information reasonably available to Indemnitee that provides a reasonably detailed description of the facts and circumstances of the request for indemnification. Upon such request, the entitlement of Indemnitee to indemnification shall be determined by one of the following not later than 45 calendar days after receipt by the Indemnitor of a written request for indemnification or, if Independent Counsel makes the determination of entitlement to indemnification under this Section 6(a), within 45 calendar days of agreement on the identity of such Independent Counsel:


		(i)	the Board of Directors of the Indemnitor (the “ Indemnitor Board ”) by a majority vote of Disinterested Directors constituting a quorum of the Indemnitor Board;

		(ii)	a majority vote of a committee of Disinterested Directors designated by a majority vote of Disinterested Directors constituting a quorum of the Indemnitor Board; or

		(iii)	if the number of Disinterested Directors on the Indemnitor Board does not constitute a quorum of the Indemnitor Board, or if a majority of Disinterested Directors constituting such a quorum so direct, by Independent Counsel in a written opinion to the Indemnitor Board and board of directors of Parent (the “ Parent Board ”), a copy of which shall be delivered to Indemnitee.

The decision as to which of clauses (i), (ii) and (iii) shall apply to the determination in any particular case shall be made upon the approval of a majority of the Disinterested Directors of the Indemnitor Board (even if less than a quorum), or by the sole Disinterested Director if there is then only one.

(b) Any Independent Counsel selected for purposes of Section 6(a) shall be selected by the Indemnitor Board and approved by Indemnitee (such approval not to be unreasonably withheld, conditioned or delayed). Upon failure of the Indemnitor Board to so select such Independent Counsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction.

(c) If the person or persons or entity making such determination shall determine that Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably allocate such partial indemnification among the claims, issues or matters at issue at the time of the determination.

7. Effect of Determination Whether to Indemnify or to Advance Expenses . If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Indemnitor within 45 days after a written claim has been received by the Indemnitor (or, if Independent Counsel makes the determination of entitlement to indemnification under Section 6(a), within 45 calendar days of agreement on the identity of such Independent Counsel), Indemnitee shall be entitled to seek final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment of Expenses. The determination in any such judicial Proceeding shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. The Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or any other claim. If a determination is made or deemed to have been made that Indemnitee is entitled to indemnification, the Indemnitor shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Indemnitor further agrees to stipulate in any such court that the Indemnitor is bound by all the provisions of this Deed Poll and is precluded from making any assertions to the contrary. If such court shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Indemnitor shall also pay all Expenses incurred by Indemnitee in connection with such adjudication (including any appellate Proceedings).

8. Duration .

(a) This Deed Poll shall take effect on and be deemed to be delivered as a deed at the effective time of the scheme of arrangement under Cayman Islands law (the “ Scheme of Arrangement ”) pursuant to which the ordinary shareholders of the Indemnitor become ordinary shareholders of Parent and the Indemnitor becomes a subsidiary of Parent.

(b) This Deed Poll shall continue and remain in force and effect until and shall expire on the earlier of the date on which the Indemnitor shall have (i) performed all its obligations and discharged its liabilities hereunder or (ii) terminated this Deed Poll.

9. Rights to Indemnification .

(a) Indemnification and advancement of Expenses provided by this Deed Poll shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled, including under any other agreement or provision of the memorandum of association and articles of association of Parent (the “ Parent Governing Documents ”), the memorandum of association and articles of association of the Indemnitor (the “ Indemnitor Governing Documents ”), or the governing documents of any other entity served by Indemnitee at the request of Parent. Nothing in this Deed Poll shall be deemed to limit or impair in any way any right of Indemnitee with respect to indemnification, advancement of expenses or exculpation under the Indemnitor Governing Documents as in effect prior to effectiveness the Scheme of Arrangement.

(b) Notwithstanding anything to the contrary contained in this Deed Poll, no indemnification or advancement of Expenses shall be paid hereunder to Indemnitee by the Indemnitor for which such indemnification or advancement of Expenses, as applicable, is actually made or then due to Indemnitee (i) under an insurance policy; (ii) under a valid and enforceable provision of the Parent Governing Documents, the Indemnitor Governing Documents or the

governing documents of any other entity served by Indemnitee at the request of Parent; (iii) pursuant to an agreement of Parent, to the extent permitted by law, or the Indemnitor or any other entity served by Indemnitee at the request of Parent; or (iv) where such payment is actually made to Indemnitee by Parent in its discretion to the extent permitted by law, except, in each case, in respect of any amounts indemnifiable hereunder exceeding the payment or payments made under clauses (i) through (iv) of this paragraph.

(c) Except with respect to an Indemnifiable Proceeding pursuant to Section 7 above, no indemnification or advancement of Expenses shall be paid to Indemnitee by the Indemnitor in connection with a Proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, unless such Proceeding (or part thereof) initiated by Indemnitee was authorized by the Parent Board.

10. Nature of Indemnity .

(a) The Indemnitor assumes the obligations hereunder in consideration of each Indemnitee’s service as an officer, director, employee or other executive of Parent or Indemnitee’s service at the request of Parent as officer, director, employee or other executive of any other entity. An Indemnitee shall be deemed to be “serving at the request of Parent” or to have “served at the request of Parent” (or any similar construction of similar meaning) to the extent such Indemnitee is serving or has served as an officer, director, employee or executive of any subsidiary of Parent, and Indemnitee shall be deemed to be so serving or have so served without any express (whether written or otherwise) evidence of such request, unless clear evidence to the contrary exists and is provided by Parent.

(b) This Deed Poll is made for the benefit of Indemnitees severally, and the rights granted under this Deed Poll shall be a contract right and as such shall run for the benefit of each Indemnitee.

11. Certain Definitions .

(a) “ Disinterested Director ” means a director of the Indemnitor who is not and was not a party to the Indemnifiable Proceeding in respect of which indemnification is being sought by Indemnitee.

(b) “ Expenses ” includes expenses actually and reasonably incurred in connection with the defense or settlement of any Proceeding, and appeals, attorneys’ and other advisors’ fees and expenses (including retainers and disbursements and advances thereon), witness fees and expenses, expenses relating to any bond, and any expenses relating to establishing a right to indemnification or advancement hereunder, but shall not include the amount of judgments, penalties, fines or amounts paid in settlement.

(d) “ Independent Counsel ” means a law firm or a member of a law firm that is experienced in matters of corporation law and at the relevant time is not, and for the prior five years has not been, retained to represent: (i) the Indemnitor, Parent or Indemnitee (or their respective affiliates) in any matter material to any such party, or (ii) any other party to the Indemnifiable Proceeding (or their

respective affiliates) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing the Indemnitor, Parent or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Deed Poll.

(e) “ Proceeding ” includes any actual, threatened, pending or completed investigation, action, suit or other proceeding, whether of a civil, criminal, administrative, arbitral, investigative, legislative or other nature.

12. Notices . All notices, requests, demands and other communications under this Deed Poll shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt; (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked; or (iii) if sent by facsimile transmission and fax confirmation is received, on the next business day following the date on which such facsimile transmission was sent, in each case, to the following address:


		Corporate Secretary
		XL Capital Ltd
		XL House, One Bermudiana Road
		Hamilton, Bermuda HM 08
		Fax: (441) 294-7307

The Indemnitor waives notice of acceptance of this Deed Poll by any Indemnitee.

13. Assignment .

(a) No Indemnitee may assign its rights, interests or obligations under this Deed Poll to any other person (except by operation of law) without the prior written consent of the Indemnitor.

(b) The obligations under this Deed Poll may, at the option of the Indemnitor, be assigned or transferred to, or assumed by, a successor company of the Indemnitor (whether by merger, consolidation, scheme of arrangement or amalgamation or otherwise), a parent company of the Indemnitor or a company to which all or substantially all of the assets and business of the Indemnitor are transferred.

14. Amendment or Termination . The Indemnitor may amend or terminate this Deed Poll at any time provided that any amendment or termination of this Deed Poll shall be prospective only and shall not limit the rights of any Indemnitee or the obligations of the Indemnitor with respect to any Indemnifiable Proceeding arising from or related to any action indemnified pursuant to Section 1 or Section 2 of this Deed Poll taken by an Indemnitee prior to such amendment or termination.

15. Governing Law . This Deed Poll shall be interpreted and enforced in accordance with the laws of the Cayman Islands.

[ Signature page follows. ]

IN WITNESS WHEREOF, this Deed Poll has been duly executed by the Indemnitor as a deed by the Indemnitor and shall take effect on the day and year first above written.


XL CAPITAL LTD

By:	/s/ Kirstin Romann Gould

	Name:	Kirstin Romann Gould
	Title:	Executive Vice President,
		General Counsel & Secretary


	Address:	XL House
		One Bermudiana Road
		Hamilton HM 08
		Bermuda

	Facsimile:	(441) 294-7307


	Exhibit 99.1


	XL Group plc
	XL House
	One Bermudiana Road
	Hamilton HM 08
	Bermuda
	Phone	(441) 292-8515
	Fax	(441) 292-5280

Press Release


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

XL GROUP PLC COMPLETES REDOMESTICATION TO IRELAND AND NAME CHANGE

Hamilton, Bermuda – July 1, 2010 – XL Group plc (“XL” or “the Company”) (NYSE:XL) announced today that it has completed its previously announced redomestication to change the parent holding company’s place of incorporation to Ireland from the Cayman Islands. In addition, as previously announced, the name of the holding company is “XL Group plc” as of July 1.

XL will continue to be registered with the U.S. Securities and Exchange Commission (“SEC”) and will be subject to SEC reporting requirements. Shares of XL will trade on the New York Stock Exchange under the ticker symbol “XL”, the same symbol under which the shares of XL Capital Ltd, the prior parent company of the XL group, previously traded.

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 on a worldwide basis. Its principal executive offices are located at No. 1 Hatch Street Upper, 4 ^th Floor, Dublin 2, Ireland. More information about XL Group plc is available at www.xlgroup.com.