As announced on April 4, 2017, Mr. Stephen Catlin, will retire
from his role as Deputy Executive Chairman of XL Group Ltd (the
Company), effective May 15, 2017. He will remain employed with
the Company as a Special Advisor to the CEO through December 31,
2017 (the Retirement Date). In connection with his retirement, on
March 31, 2017, the Company and XL Services (Bermuda) Ltd entered
into an Agreement and Release with Mr. Catlin (the Agreement)
under which, Mr. Catlin will resign from all officer positions
with the Company and its affiliates as well as his membership on
all boards of directors and committees of the Companys affiliates
by June 30, 2017 or such other later date mutually agreed to
between the Company and Mr. Catlin. In connection with Mr.
Catlins retirement, he has notified the Company that he will not
to stand for re-election as a director of the Company at its May
19, 2017 Annual General Meeting.

The Agreement provides for: (i) payment of Mr. Catlins base
salary through the Retirement Date; (ii) Mr. Catlins eligibility
to receive an annual incentive award for 2017; (iii) retirement
treatment under Mr. Catlins equity awards, including prorated
vesting (with value determined by performance through 2017 and
2018, respectively) of Mr. Catlins 2015 and 2016 performance unit
awards and continued vesting of stock options granted to Mr.
Catlin in 2015 and 2016, but excepting awards granted in February
2017, which will be canceled; (iv) accelerated vesting of Mr.
Catlins restricted cash unit awards granted in May 2015 ; and (v)
reimbursement of business expenses incurred prior to the
Retirement Date.

In addition, the Agreement provides that Mr. Catlin will provide
consulting services to the Company following his Retirement Date
from January 1, 2018 to September 30, 2018 (the Consulting Term).
The consulting services will include his continuing to provide
leadership as the Companys representative to the United Nations
Insurance Development Forum and related projects. Provided he
complies with the terms of the Agreement, Mr. Catlin will receive
a consulting fee of $2,500,000, payable in the following manner:
$1,667,500 payable on or by January 31, 2018, and $832,500
payable on or by May 31, 2018.

The Agreement further provides for Mr. Catlins release of claims
against the Company as well as confidentiality, non-competition,
non-solicitation and non-disparagement restrictions. The
non-competition restriction is limited to the duration of the
Consulting Term, while the non-solicitation restrictions extend
for an additional three months following the Consulting Term.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following are filed herewith: