X0304 4 2012-02-28 0 0000875159 XL GROUP PLC XL 0001504870 Hendrick Gregory 70 SEAVIEW AVE STAMFORD CT 06902 0 1 0 0 Executive Vice President Ordinary Shares 2012-02-28 4 M 0 9123 0.00 A 68460 D Ordinary Shares 2012-02-28 4 M 0 387 0.00 A 68847 D Ordinary Shares 2012-02-28 4 F 0 3237 20.61 D 65610 D Restricted Stock Units 2012-02-28 4 M 0 9123 D Ordinary Shares 9123 9123 D Employee Stock Option (Right to buy) 20.61 2012-02-28 4 A 0 134409 0.00 A 2022-02-28 Ordinary Shares 134409 134409 D Dividend Equivalent Rights 2012-02-28 4 M 0 387 D Ordinary Shares 387 387.12 D Shares acquired in relation to the 2010 restricted stock unit award vesting. Each restricted stock unit represents a contingent right to recieve one XL ordinary share. Shares acquired in relation to the 2010 dividend equivalent units award vesting. Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued when and as dividends were paid on XL ordinary shares. Each dividend equivalent right is the economic equivalent of one XL ordinary share. Shares disposed of represent withholding to satisfy tax obligation on vesting of restricted stock, restricted stock units, and dividend equivalent units. Restricted stock units granted on February 28, 2010 vest in three equal annual installments on each anniversary of the grant date (February 28, 2011, 2012 and 2013), provided the reporting person's employment continues through such vesting dates. Exercisable in three equal installments commencing on the first anniversary of the grant. John Kelly, Attorney in Fact for Gregory Hendrick 2012-03-01