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.

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