X0306 4 2018-02-28 0 0000875159 XL GROUP LTD XL 0001403435 Whelley Eileen Goss 100 WASHINGTON BLVD STAMFORD CT 06902 0 1 0 0 Chief Human Resource Officer XL Common Shares 2018-02-28 4 M 0 1441 0.00 A 22523 D XL Common Shares 2018-02-28 4 M 0 32 0.00 A 22555 D XL Common Shares 2018-02-28 4 F 0 516 42.31 D 22039 D Employee Stock Option (Right to buy) 42.31 2018-02-28 4 A 0 13540 0.00 A 2028-02-28 Common Shares 13540 13540 D Restricted Stock Units 2018-02-28 4 A 0 3309 0.00 A Common Shares 3309 3309 D Restricted Stock Units 2018-02-28 4 M 0 1441 D Common Shares 1441 2882 D Dividend Equivalent Rights 2018-02-28 4 M 0 32 D Common Shares 32 65.54 D Shares acquired in relation to the 2017 restricted stock unit award vesting. Each restricted stock unit represents a contingent right to receive one XL common share. Shares acquired in relation to the 2017 dividend equivalent unit 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 common stock. Each dividend equivalent right is the economic equivalent of one share of XL common stock. Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units. Exercisable in three equal annual installments commencing on the first anniversary of the grant. Restricted stock units granted on February 28, 2018 vest in three equal annual installments on each anniversary of the grant date (February 28, 2019, 2020 and 2021), provided the reporting person's employment continues through such vesting dates. Restricted stock units granted on February 28, 2017 vest in three equal annual installments on each anniversary of the grant date (February 28, 2018, 2019 and 2020), provided the reporting person's employment continues through such vesting dates. Hannah Orowitz, Attorney-in-Fact for Eileen Goss Whelley 2018-03-02