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

(c) On June 16, 2011, XL Group plc (the “Company”) announced that Peter R. Porrino will be appointed as Executive Vice President and Chief Financial Officer of the Company and as Executive Vice President of its wholly-owned subsidiary XL Global Services, Inc. (“XLGS”), with an anticipated start date of August 25, 2011. Mr. Porrino will report to the Company’s Chief Executive Officer.

Mr. Porrino, age 54, has served as the Global Director of Insurance Industry Services for Ernst & Young since 1999. Biographical and other information relating to Mr. Porrino are set out in the attached press release.

On June 18, 2011, the Company and XLGS entered into an employment agreement with Mr. Porrino that will commence on August 25, 2011 and have a three year term. Mr. Porrino’s base salary will be $600,000, and he will be eligible to participate in the Company’s annual incentive program, with a target bonus opportunity of 150% of his base salary. His minimum annual bonus for calendar year 2011 will be his target bonus, prorated based on his start date. Mr. Porrino’s annual bonus for calendar year 2012 will be equal to 50% of his target bonus plus 50% of his bonus payout calculated under the 2012 annual bonus program of the Company. Mr. Porrino will be eligible to participate in the long-term incentive plans of the Company, and, for periods beginning with calendar year 2012, the Company intends to grant long-term incentive awards to him which will have an aggregate grant date value, as determined by the Management Development and Compensation Committee of the Board of Directors of the Company (the “MDCC”), of approximately $1.9 million. Mr. Porrino will also be granted a sign-on award, subject to the approval of the MDCC, of restricted stock units valued at $1.5 million on the date of grant, half of which will cliff-vest on the third anniversary of the date of hire and the remainder of which will vest ratably over a three year period from the date of hire. In the event Mr. Porrino’s employment is terminated by the Company not for cause, the portion of the restricted stock units subject to ratable vesting will vest upon such termination of employment.

In the event of termination of Mr. Porrino’s employment prior to the end of the term of the employment agreement by the Company without cause, or such termination by him following the assignment to him of duties materially inconsistent with his position or the breach by the Company of certain of the provisions of the employment agreement, which assignment or breach is not cured after notice from Mr. Porrino, Mr. Porrino will be entitled to a cash lump sum payment in an amount equal to the sum of (x) his annual base salary, and (y) his targeted annual bonus for the year of termination prorated for the period through the termination date. Such severance payment will be conditioned on Mr. Porrino’s execution and delivery to the Company of a general release of claims. His continued rights to benefits under any employee benefit programs, including rights with regard to stock options or other stock-based compensation and other long term incentives, will (except as described above) be as set forth in the applicable plan and award agreements.

In the event of termination of Mr. Porrino’s employment prior to the end of the term of the employment agreement and following a Change in Control (as defined in the employment agreement) by the Company without cause or by him for good reason

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