Common use of Payments and Benefits Clause in Contracts

Payments and Benefits. In: (a) consideration for the covenants of the Executive and the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships of, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows: (a) the Company shall pay the Executive’s base salary, at the rate in effect on the date hereof, through the Retirement Date in accordance with its normal payroll practices. The Executive shall continue to participate in the Company’s welfare benefit and retirement plans through the Retirement Date; (b) provided the Executive executes this Agreement and on, or within ten working days following, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible to receive an annual bonus (the “2017 Annual Bonus”) for the calendar year 2017 in an amount which shall be determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period (as defined in the applicable award agreement) applicable to each award ending on the Retirement Date and the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreements. (c) The Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date and the use of the Company driver until 30 June, 2017. The Company agrees to provide that the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Retirement Date in accordance with the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by the chief executive officer of the Company or his designee; and (d) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall be paid to the Executive in accordance with the terms of such plans.

Payments and Benefits. In: In exchange for the mutual covenants set forth in this Agreement, and provided you sign, return and do not revoke this Agreement, including the release of claims contained herein, the Company agrees to provide you with the following: a. A lump sum cash payment of $500,000, in lieu of your 2010 annual bonus, which shall be paid within 21 days after the Separation Date. b. A lump sum cash payment of $750,000, in lieu of the 2011 equity awards that were to be valued at $1.6 million and granted to you under the employment letter agreement between you and the Company as amended and restated on June 13, 2008 (a) the “Employment Agreement”). The $750,000 lump sum payment shall be paid within 21 days after the Separation Date. c. A cash payment in the aggregate amount of $250,000, which shall be paid as additional consideration for the covenants described in Section 6 of this Agreement. This payment will be made in equal payroll installments over the 12-month period following the Separation Date; provided, however, that any amounts that would otherwise be payable during the six-month period immediately following the Separation Date shall be postponed and paid to you on the first business day after the date that is six months after the Separation Date. d. Your outstanding stock options, restricted stock units, performance shares and deferred shares shall be subject to vesting and payment as described in Section 3 below. e. You (and your dependents) will have the right to elect to continue your medical and dental insurance under the Company’s benefit plan pursuant to the provisions of the Executive Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). In the event you elect to continue your coverage under the Company’s medical and dental plans and pay the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships of, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliateapplicable COBRA premiums, the Company shall pay, or provide benefits to, reimburse you monthly for your COBRA premiums paid for such coverage each month for the Executive as follows: (a) the Company shall pay the Executive’s base salary, at the rate in effect period beginning on the date hereofSeparation Date and ending on May 1, through 2011. You (and your dependents) will receive a COBRA election packet under separate cover that sets forth the Retirement Date in accordance with its normal payroll practicesdetails of the continuation coverage available under COBRA. The Executive shall continue to participate Except as provided herein, your active participation in the Company’s welfare employee benefit plans shall cease effective as of the Separation Date. f. You acknowledge and retirement plans through agree that the Retirement Date; (b) payments provided the Executive executes in this Agreement shall be in full settlement and onsatisfaction of the amounts payable to you under the Employment Agreement, and are in addition to amounts otherwise due or owing to you by the Company. You acknowledge and agree that the payments under this Agreement are not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that except for the specific consideration set forth in this Agreement, you are not and shall not in the future be entitled to, and you are not owed, any other compensation including, without limitation, wages, bonuses, vacation pay, holiday pay or any other form of compensation benefit. You further acknowledge that the payments provided in this Agreement exceed any payment, benefit, or within ten working days followingother thing of value to which you might otherwise be entitled under any policy, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible to receive an annual bonus (the “2017 Annual Bonus”) for the calendar year 2017 in an amount which shall be determined by the Chief Executive Officer plan or procedure of the Company and/or any agreement between you and the Management Development Company; and Compensation Committee of are just and sufficient consideration for the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion waivers, releases and commitments set forth herein; and no promise or inducement has been offered to you, except as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Awardexpressly set forth herein, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period (as defined you are not relying upon any such promise or inducement in the applicable award agreement) applicable to each award ending on the Retirement Date and the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreementsentering into this Agreement. (c) The Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date and the use of the Company driver until 30 June, 2017. The Company agrees to provide that the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Retirement Date in accordance with the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by the chief executive officer of the Company or his designee; and (d) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall be paid to the Executive in accordance with the terms of such plans.

Payments and Benefits. In: (a) consideration for the covenants of Provided that the Executive has executed and delivered to CBRL on or prior to the release of claims by the Executive contained hereinEmployment Termination Date, and has not revoked during the seven day revocation period following the Employment Termination Date (b) full payment of all obligations of any nature or kind whatsoever owed or owing to “the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships ofRevocation Period”), the Company or any Affiliate general release referred to in Section 9 hereof and attached hereto as Attachment A (y) the termination of “Release”), CBRL shall make the Executive's employment by or directorships of, payments and provide the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows:set forth in this Section 3. (a) the Company shall Subject to early termination or acceleration pursuant to Section 10, CBRL will pay the Executive’s base salary, Executive at the rate in effect on the date hereofof ­­­­­­­­­­­­­­$15,011.58, through the Retirement Date semi-monthly, for sixteen (16) consecutive months, in accordance with its normal CBRL’s regular payroll practicespolicies with such payments commencing on the first regularly scheduled pay period which occurs after the expiration of the Revocation Period. The Executive shall In the event of the death or disability of Executive, the foregoing payments will continue to participate be made to Executive’s estate, heirs, or conservator, as applicable. CBRL will have the right to deduct from compensation payable to Executive under this Agreement, social security taxes, and all federal, state, and municipal taxes and charges as may now be in effect and that may be enacted or required after the Company’s welfare benefit and retirement plans through effective date of this Agreement as charges on the Retirement Date;compensation of Executive. CBRL will be responsible for the payment of any employer matching amounts of such taxes. (b) provided Throughout the course of his employment, Executive executes this Agreement and onhas received awards under various equity plans (collectively, or within ten working days following, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible to receive an annual bonus (the “2017 Annual BonusEquity Awards”) for ). Executive and CBRL agree that to the calendar year 2017 in an amount extent there are such Equity Awards which shall be determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within scheduled to vest in 2012 (during the Company. The Executive Consulting Term), such Equity Awards shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates as set forth in Attachment B and will be shall become payable or exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period (as defined in the applicable award agreement) applicable to each award ending on the Retirement Date and the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreements. (c) The Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date and the use of the Company driver until 30 June, 2017. The Company agrees to provide that the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Retirement Date in accordance with the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by the chief executive officer of the Company or his designee; and (d) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall be paid to the Executive in accordance with the terms of the applicable plans, provided Executive continues to provide the services described in Section 2 throughout the Consulting Term. (c) Until the earlier of: (i) the end of the Consulting Term or (ii) Executive’s obtaining other employment at which he receives health insurance benefits irrespective of their scope and coverage, CBRL, subject to Executive’s payment of contributions applicable to plan participants, shall continue to provide all group health and life insurance benefits for Executive and his dependents at the same level as for other CBRL senior level executives. Afterwards, CBRL will have no obligation to provide further life insurance benefits, but upon payment of the appropriate premiums, Executive will have the right to continue his participation in CBRL’s group health coverage plan under the applicable COBRA regulations. Executive shall not be entitled to any other benefits as a consultant to CBRL. (d) Executive will be paid any bonus earned under the CBRL FY2012 Annual Bonus Plan (“ABP”), in accordance with the terms of, and at the time specified in, the ABP, prorating, for purposes of service under the ABP, Executive’s Employment through the Employment Termination Date. Executive’s services as a Consultant pursuant to Section 2 of this Agreement shall not count in the determination of any employment or service requirement for an award under the ABP. (e) CBRL shall reimburse Executive for his reasonable out-of-pocket expenses in connection with his activities and the services that he is requested to perform under Section 2; provided that the request for reimbursement of such plansexpenses is accompanied by documentation satisfactory to CBRL and, provided further, that any expense in excess of $500.00 must be approved in advance in writing by CBRL. (f) CBRL shall deduct from the amounts payable to the Executive pursuant to this Agreement the amount of all required federal, state and local withholding taxes in accordance with the Executive’s Form W-4 on file with CBRL, and all applicable federal employment taxes.

Payments and Benefits. In: (a) consideration for Regardless of whether you execute and do not revoke this Agreement, you will receive the covenants of the Executive and the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships of, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows: (a) the Company shall pay the Executive’s base salary, at the rate in effect on the date hereof, through the Retirement Date in accordance with its normal payroll practices. The Executive shall continue to participate in the Company’s welfare benefit and retirement plans through the Retirement Date; (b) provided the Executive executes this Agreement and on, or within ten working days following, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible to receive an annual bonus (the “2017 Annual Bonus”) for the calendar year 2017 in an amount which shall be determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period Accrued Benefits (as defined in the applicable award agreementEmployment Agreement dated as of December 22, 2014 (the “Employment Agreement”)) applicable in connection with your cessation of employment. In exchange for your execution and non-revocation of this Agreement and your compliance with the other terms and conditions of this Agreement and the Employment Agreement, the Company agrees to each award ending pay or provide you the following payments and benefits in full satisfaction of its obligations to you pursuant to the Employment Agreement: a. Continued payment of your Base Salary as in effect on the Retirement Effective Date and for a period of twelve (12) months following the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Effective Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date paid in accordance with the applicable award agreementsregular payroll practices of the Company, the first payment of which will be made on the first payroll period after the sixtieth (60th) day following the Effective Date, which first payment shall include payment of any amounts that would otherwise be due prior thereto; b. A lump sum amount equal to $300,000 (comprising $278,000 in respect of fiscal 2016 non-equity incentive compensation, and $22,000 in respect of fiscal 2017 non-equity incentive compensation), payable in the first payroll period which commences following the Effective Date. c. An amount of up to $1,200 per month for the first six (c6) months following the Effective Date for premium payments for medical coverage; and d. The equity awards granted by the Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date and the use you in your capacity as an employee of the Company driver until 30 June, 2017are listed on Schedule A to this Agreement (the “Employee Awards”). The Company agrees to provide that time-vesting of the Executive Employee Awards shall be reimbursed for business expenses reasonably incurred by him prior accelerated to the Retirement Effective Date in accordance with and otherwise governed by the terms of the respective award agreements and the terms of the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved 2000 Stock Incentive Plan, as amended (the “2000 Plan”). e. The equity awards granted by the chief executive officer Company to you in your capacity as a non-employee member of the Company or his designee; and Board are listed on Schedule B to this Agreement (dthe “Director Awards”). The Director Awards comprising stock units (which you elected to receive in lieu of cash fees) The Company agrees that were previously fully vested, and the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall time-vesting of Director Awards comprising restricted stock units will be paid to the Executive in accordance with governed by the terms of such plansthe respective award agreements and the terms of the 2000 Plan.

Payments and Benefits. In: In consideration of your execution of this Retirement Agreement and your compliance with its terms and conditions, the Company agrees to pay or provide to you, subject to the terms and conditions set forth in this Retirement Agreement, with the benefits described in this Section 2. You acknowledge and agree that the benefits below shall be in full satisfaction of the Company’s obligations under the terms of the Employment Agreement and all applicable cash or equity incentive compensation plans and agreements. You acknowledge that payments and benefits under this Retirement Agreement exceed payments and benefits to which you are otherwise entitled. (a) consideration for the covenants of the Executive Provided that you execute this Retirement Agreement and the release of claims by the Executive contained herein, comply at all times with its terms and (b) full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships of, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliateconditions, the Company shall paycontinue to pay you at your current rate of base salary and benefits through the Retirement Date, or provide benefits toin accordance with the Company’s payroll practices. Effective as of the Retirement Date, you will be eligible for health plan continuation coverage under the Executive Consolidated Omnibus Budget Reconciliation Act of 1985, as follows:amended. You may arrange for the portability of your life insurance provided through the Company’s officer life benefit. (ab) To the extent the applicable performance goals are achieved pursuant to the terms of the DST Annual Incentive Program, the Company shall pay the Executive’s base salaryyou incentive compensation in respect of 2012, at the rate time bonuses for such year are paid to other executives of the Company, except as specified below. For the avoidance of doubt, any 2012 incentive compensation that is earned shall be paid in effect on currently payable cash, and no part of such 2012 incentive compensation shall be paid as deferred cash. Any portion of the incentive compensation in respect of 2012 that would normally have been payable as deferred cash pursuant to the terms of the DST Annual Incentive Program shall be paid within sixty days of the date hereof, through the Retirement Date in accordance with its normal payroll practices. The Executive shall continue to participate in the Company’s welfare benefit and retirement plans through that is six months following the Retirement Date;. (bc) provided the Executive executes Provided that you execute this Retirement Agreement and oncomply at all times with its terms and conditions, or within ten working days following, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible pay to receive an annual bonus (the “2017 Annual Bonus”) for the calendar year 2017 in an amount you a special retirement payment equal to $1,150,000, which shall be determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to you on December 14, 2012, and which shall not be treated as covered compensation under any Company employee benefit plans. (d) The parties acknowledge and agree that you are party to award agreements (the Executive no later than March 15“Award Agreements”) pursuant to the terms of the DST Systems, 2018; Inc. 2005 Equity Incentive Plan (the “Plan”) under which you have been granted (i) stock options to purchase shares of common stock of the Company (the “Options”), (ii) that time vesting restricted stock units (the “Time RSUs”), (iii) performance vesting restricted stock options granted units (the “Performance RSUs”), and (iv) deferred cash (“Deferred Cash”). (1) The Company agrees that, in accordance with, and subject to, the terms and conditions of the Option Award Agreements and the Plan, you shall be entitled to exercise all vested Options held by you as of the Executive on or before Retirement Date until the expiration date of the Options as set forth in the Option Award Agreements. As of December 31, 2016 under 2012, and assuming you do not exercise any stock options between the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list date of which is included in Exhibit B) this letter and that date, you will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculatinghave: (i) the extent, if any, 69,134 vested options with a strike price at $44.45 and an expiration date of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Award, 1/4/20 and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) 19,035 vested options with a fraction, the numerator strike price of which is the number $47.51 and an expiration date of days during the respective Performance Period (as defined in the applicable award agreement) applicable to each award ending 12/1/21. All unvested Options will terminate on the Retirement Date and the denominator Company will have no further obligation or responsibility with respect thereto. (2) The Company agrees that, in accordance with, and subject to, the terms and conditions of which is the number of days Performance RSU Award Agreements and the Plan, you shall vest in the full Performance Period (as defined RSUs based on the level of achievement for 2012 and prior years of goals set forth in the applicable award agreementrespective Award Agreements. The original grant amounts were: (i) for each such award. Ordinary shares of Company common stock equal to the number of such vested February 2010 Performance Units as determined above will be distributed to the Executive RSUs – 31,541, (aii) with respect to the 2015 Award, in 2018 on or before 15 March 2018February 2011 Performance RSUs – 22,400, and (biii) with December 2011 Performance RSUs – 13,630. You have also received 1,258 dividend Performance RSUs credited in respect of the Performance RSUs. To the extent the applicable performance goals are achieved, the Performance RSUs will vest on March 8, 2013 and shall be settled in shares of common stock of the Company as soon as practicable thereafter. In the event that the Company declares dividend equivalents during the period from the Transition Date to the 2016 AwardRetirement Date, you shall vest in 2019 additional Performance Units determined in accordance with the Performance RSU Award Agreements, and those vested Performance RSUs shall be settled in accordance with this Section 2(d)(2). Any Performance RSUs that do not vest on or before March 158, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on 2013 will terminate and the Retirement Date;Company will have no further obligation or responsibility with respect thereto. (iv3) that The Company agrees that, in accordance with, and subject to, the restricted cash units (a complete list terms and conditions of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on Time RSU Award Agreements and the Plan, upon the Retirement Date, you shall vest in 1,434 Time RSUs (which represent a portion of Time RSUs that are scheduled to vest on March 8, 2013 as well as the dividend Time RSUs credited in respect of the Time RSUs (1,721 Time RSUs), pro-rated by multiplying such tranche of Time RSUs by 10/12), and those vested Time RSUs shall be settled on the cash proceeds will be delivered to first day following expiration of the Executive within sixty (60) days of six-month period following the Retirement Date in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable award agreements. treasury regulations thereunder (c) The “Code Section 409A”). In the event that the Company agrees that Executive declares dividend equivalents during the period from the Transition Date to the Retirement Date, you shall vest pro rata in additional Time RSUs determined in accordance with the Time RSU Award Agreements, and those vested Time RSUs shall be settled in accordance with this Section 2(d)(3). All unvested Time RSUs will continue to have the use of his personal assistant through terminate on the Retirement Date and the use of the Company driver until 30 June, 2017. will have no further obligation or responsibility with respect thereto. (4) The Company agrees that, in accordance with, and subject to, the terms and conditions of the Deferred Cash Award Agreements and the Plan, you shall be paid the full amount of your Deferred Cash award balances, adjusted as provided in the Award Agreements and Plan procedures for gains and losses pursuant to provide your hypothetical investment choices, with payment to be made (or, if subject to installment elections, shall commence) within sixty days of the date that is six months following the Retirement Date. (5) Notwithstanding anything in this Section 2(d) to the contrary, in the event that the Executive shall be reimbursed Company terminates your employment “for business expenses reasonably incurred cause” (as defined in Section 4(c) of your Employment Agreement) or by him reason of your breach of this Retirement Agreement prior to the Retirement Date Date, then there shall be no additional vesting of your Options, Time RSUs, Performance RSUs or Deferred Cash and the awards will be governed by the provisions contained in your Award Agreements or the Plan relating to termination for cause. (e) The parties acknowledge and agree that you will be paid for any unreimbursed business expenses (in accordance with usual Company policies and practices, and in no event later than the calendar year following the year in which the expenses are incurred), to the extent not theretofore paid. In addition, following the Retirement Date, you will receive any vested amounts payable to you under all of your accounts in the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by 401(k) Profit Sharing Plan, the chief executive officer of Employee Stock Ownership Plan, the Company or his designee; and (d) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Supplemental Executive Retirement Date shall be paid to Plan, the Executive Plan, and the terminated Directors’ Deferred Fee Plan in each case in accordance with the terms of such plans and applicable law. Except as specifically set forth herein, your participation in all Company plans shall remain subject to the terms and conditions of such plans as in effect from time to time and you agree that such terms and conditions are binding on you and the Company. (f) You will receive a payment under our vacation policy for amounts accrued through December 31, 2012 in an amount equal to $1,180,000, which will be paid to you on December 14, 2012, and which shall not be treated as covered compensation under any Company employee benefit plans. (g) The Company will make a contribution to the Greater Kansas City Community Foundation of $1,000,000 in the Company’s name and in your honor on or before December 31, 2012, to be donated by the Greater Kansas City Community Foundation over the period set forth on the schedule that you provide to Rxxxx Xxxxx on or before the date hereof (the “Schedule”) and in such amounts as you direct to all or any combination of the charitable organizations listed on the Schedule. You will not be responsible for paying a fee for the ability to direct this donation.

Payments and Benefits. In: a. Getty agrees that pursuant to the terms of that certain Letter Agreement between Xx. Xxxxxxxxx and Getty dated June 12, 2001, as amended by the subsequent Letter Agreement between the parties dated December 31, 2008 (a) consideration for collectively the covenants “Change Agreement”), Getty shall pay to Employee in full satisfaction of Employee’s rights to the payment of “Guaranteed Salary”, as such term is defined pursuant to the terms of the Executive and the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships of, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as followsChange Agreement: (a1) the Company shall pay the Executive’s $250,000, representing Xx. Xxxxxxxxx’ base salary, salary at the rate Severance Date, which amount shall be paid in effect on monthly installments over a period of 12 months following the date hereof, through the Retirement Severance Date in accordance with its normal Getty’s regular payroll practicespractices applicable to senior executives, without reduction for other compensation received by Xx. The Executive shall continue to participate in Xxxxxxxxx following the Company’s welfare benefit and retirement plans through the Retirement Severance Date; (b2) provided $94,000, representing the Executive executes this Agreement bonus portion of Xx. Xxxxxxxxx’ Guaranteed Salary, the current expected annual benefits under the Supplemental Retirement Plan for Executives of Getty Realty Corp. and onParticipating Subsidiaries Amended and Restated effective January 1, or within ten working days following2009 (“Supplemental Plan”), December 31, 2017, further executes the general release of claims attached hereto as Exhibit A total expected employer contribution under the Company agrees: Getty Retirement and Profit Sharing Plan (i“401(k) that the Executive shall be eligible to receive an annual bonus (the “2017 Annual BonusPlan”) for and his current automobile reimbursement, as set forth under the calendar year 2017 in an Change Agreement, which amount which shall be determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15Xx. Xxxxxxxxx in a lump sum on January 2, 2018;2014, or within 30 days thereafter; and (ii3) that reimbursement for the stock options granted to the Executive on or before December 31, 2016 full cost of continuation coverage for Xx. Xxxxxxxxx and his eligible dependents under the CompanyGetty’s 1991 Performance Incentive Program medical and dental plans (the “1991 PlanHealth Plans”) in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or New York State law (a complete list of which is included in Exhibit B“Continuation Coverage”) will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration of the term in respect of Xx. Xxxxxxxxx and/or his dependents remain eligible for such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” continuation coverage under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of Health Plans, which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extentamount, if any, of attainment shall be paid directly by Getty to the applicable Health Plan on a monthly basis following Employee’s valid Continuation Coverage election. b. In accordance with the terms of the performance goals for each award of Performance Units outstanding Restricted Stock Unit Agreements between Employee and Getty (as determined by the MDCC“RSU Awards”) as measured at of the end of calendar year 2017 Severance Date, Getty agrees that Xx. Xxxxxxxxx shall receive the following payments with respect to his outstanding restricted stock units (“RSUs”) in complete satisfaction of Getty’s obligations under the 2015 AwardRSU Awards: (1) the cash amount determined at the close of trading on June 2, and the end of calendar year 2018 with respect to the 2016 Award2014, multiplied (“Settlement Date”) by multiplying (iix) a fraction15,500, the numerator of which is the number of days during unvested RSUs outstanding as of the respective Performance Period Severance Date under all RSU Awards, all of which unvested RSUs shall become fully vested by the terms of the RSU Awards as of the Severance Date, by (as defined in y) an amount equal to the applicable award agreementclosing price per share of Getty Realty Corp. common stock (“Getty Stock”) applicable to each award ending on the Retirement Settlement Date, which amount shall be paid within 15 days following the Settlement Date (or such later date as may be required pursuant to the provisions of Code Section 409A and the denominator regulations thereunder), and (2) 19,500 shares of which is Getty Common Stock in payment for the number of days in vested RSUs outstanding under the full Performance Period (RSU Awards as defined in of the applicable award agreement) for each such award. Ordinary Severance Date, with the shares of Company common stock equal to be distributed within 15 days following the Settlement Date (or such later date as may be required pursuant to the number provisions of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, Code Section 409A and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreements. (c) The Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date and the use of the Company driver until 30 June, 2017. The Company agrees to provide that the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Retirement Date in accordance with the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by the chief executive officer of the Company or his designeeregulations thereunder); and (d3) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date number of RSUs shall be paid subject to the Executive adjustment in accordance with the terms of such plans.Section 8.3 of

Payments and Benefits. In: (a) consideration for the covenants of the Executive and the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by This Agreement terminates your employment relationship with the Company and releases any claims you might have against the Company arising from that relationship. In return for your release of its Affiliates in relation to (x) the Executive’s employment by, or directorships ofclaims, the Company or any Affiliate agrees to provide you with payments and (y) the termination of the Executive's employment by or directorships ofbenefits to which you otherwise would not be entitled. Accordingly, you and the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows: (a) the Company shall pay the Executive’s base salary, at the rate in effect on the date hereof, through the Retirement Date in accordance with its normal payroll practices. The Executive shall continue to participate in the Company’s welfare benefit and retirement plans through the Retirement Date; (b) provided the Executive executes this Agreement and on, or within ten working days following, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible to receive an annual bonus (the “2017 Annual Bonusparties”) agree as follows:  a. Whether you sign this Agreement or not, the following will apply:  · The Company will pay you the compensation that you have earned through your Termination Date.  · You will receive payment for the calendar year 2017 in an amount which shall be determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd any unused Paid Time Off (the “MDCCPTO”) in their discretion as applied benefits that are accrued pursuant to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted Company policy as of 28 February 2015 your Termination Date, such payments to be calculated based upon your final base rate of pay.  · You will receive any vested retirement benefits (the “2015 Award”) defined benefit and as of 28 February 2016 (the “2016 Award”defined contribution, qualified and non-qualified), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period (as defined in the applicable award agreement) applicable to each award ending on the Retirement Date and the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date and/or deferred compensation benefits in accordance with the applicable award agreements. (c) The Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date terms and the use conditions of the Company driver until 30 Juneapplicable plan documents, 2017program documents and/or administrative guidelines governing those benefits, as they may be amended or terminated from time to time. The Company agrees to provide This Agreement does not release any claims for vested benefits under any of the Company’s retirement or deferred compensation plans or other programs that the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Retirement Date you may have, in accordance with the Company’s expense reimbursement programterms and conditions of such plans or programs. Expenses in excess of $500 shall  · Your annual equity awards (such as Restricted Stock Awards, Restricted Stock Unit Awards, Stock Option Awards, Stock Appreciation Rights, LTIPs or other incentive awards or bonuses, etc.) will vest and be pre-approved by the chief executive officer of the Company distributed or his designee; and (d) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall be paid to the Executive exercisable only in accordance with the terms of applicable plan documents, as they may be amended from time to time, together with any award agreements that you may have received thereunder. The Company acknowledges that you satisfy the definition of “Retirement” under the terms of your annual equity award agreements and, as such, you shall have five (5) years from your Termination Date to exercise your vested Stock Option Awards. · You will be reimbursed pursuant to the Senior Management Committee Executive Programs for any financial planning and tax preparation expenses properly incurred under the applicable program policy prior to the Termination Date but not yet reimbursed as of the Termination Date.  · You can elect the period of continued health benefits coverage to which you are entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).  · In general, your benefits, including but not limited to health and welfare benefits (dental and vision), critical illness coverage, accident insurance coverage, flexible spending accounts, long term disability benefits, short term disability benefits and accrual of PTO and service time will cease as of your Termination Date. Because you are retirement- eligible, your medical coverage, if any, will continue through the end of the month in which your Termination Date occurs. If you wish to convert to an individual life insurance policy, verify your current coverage by either checking your benefits record in the Benefits Portal on One or contacting the HR Service Center (Tel. 800-000-0000, Fax: 336-691- 3750, email: HXXxxxxxxXxxxxx@xxx.xxx, Mon.-Fri. 9:00 a.m. - 6:00 p.m. ET). Once you have this information, contact Group Protection at 800-000-0000 for a quote. Your critical illness and/or accident insurance coverages, if any, are portable. For more information, contact Group Protection at 800-000-0000.  a. In exchange for your release of claims and your other promises as set forth in this Agreement, including those contained in the Supplemental Release that you will execute after your Termination Date, the Company agrees to provide you:  § Seventy-Eight (78) weeks (the “Severance Period”) of severance pay as defined under The Severance Plan for Officers of Lincoln National Corporation (the “Plan”) paid bi- weekly, less taxes and withholdings, in full satisfaction of the Company’s obligation to you under the terms of the Plan and/or any other plan or program paying severance or severance-type benefits, as they may be amended, modified or revoked from time to time (collectively, “LNC Severance Plans”). Pursuant to the terms of the Plan, because you are a key employee who is covered under the Lincoln National Executives’ Severance Benefit Plan (the “Change of Control Plan”), the commencement of your severance pay will be delayed six (6) months from your Termination Date in compliance with Section 409A of the Internal Revenue Code of 1986, as amended. If prior to the last day of the Severance Period, you commence employment with or the provision of services (including, but not limited to, as an independent contractor or director) to any other entity, you agree to promptly notify the Company’s EVP and Chief Human Resources Officer in writing. 2 § A one-time cash lump-sum payment of $14,040, less taxes and withholdings, representing the severance stipend under The Severance Plan for Officers of Lincoln National Corporation. The severance stipend will be paid in accordance with the terms of The Severance Plan for Officers of Lincoln National Corporation. Pursuant to the terms of The Severance Plan for Officers of Lincoln National Corporation Plan, because you are a key employee who is covered under the Lincoln National Executives’ Severance Benefit Plan (the “Change of Control Plan”), the payment of your severance stipend will be delayed six (6) months from your Termination Date in compliance with Section 409A of the Internal Revenue Code of 1986, as amended.  § An Annual Incentive Program (“AIP”) bonus for the 2022 program year (calculated based upon your 2022 annual earnings as defined under the 2022 Lincoln National Corporation Annual Incentive Program Document) to be paid in March 2023 if you are eligible and in accordance with the applicable Incentive Compensation Plan and the terms and limitations in the applicable AIP documents. AIP is only payable following approval by the Compensation Committee of the Company’s Board of Directors. If you have made a valid election under the Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan (“DC SERP”) to defer a portion of your 2022 AIP, your deferral election will be honored and such plans.portion of any AIP payout will be deferred under the DC SERP at the same time and in the same manner as for other DC SERP participants.  § A pro rata Annual Incentive Program (“AIP”) bonus for the 2023 program year (calculated based upon your 2023 annual earnings as defined under the 2023 Lincoln National Corporation Annual Incentive Program Document) to be paid in March 2024 if you are eligible and in accordance with the applicable Incentive Compensation Plan and the terms and limitations in the applicable AIP documents. AIP is only payable following approval by the Compensation Committee of the Company’s Board of Directors. If you have made a valid election under the DC SERP to defer a portion of your 2023 AIP, your deferral election will be honored and such portion of any AIP payout will be deferred under the DC SERP at the same time and in the same manner as for other DC SERP participants.  · Outplacement services and career transition assistance to include possible placement on boards of directors provided by a service provider selected by the Company, with an aggregate cost of up to $30,000, which services may commence immediately after the Effective Date and must commence no later than three (3) months after your Termination Date; provided that all such services are utilized within one (1) year following your Termination Date. · Your retention Restricted Stock Unit (“RSU”) equity award, granted February 16, 2022, will vest and be distributed only in accordance with the terms of applicable plan documents, as they may be amended from time to time. · If you have any non-competition restrictions in any equity awards (such as LTIPs, Restricted Stock Awards, Restricted Stock Unit Awards or Stock Option Awards), the Company will waive those restrictions.  The above consideration is being paid or provided to you under this Agreement in full satisfaction of all monies owing to you under any plan or program sponsored by the Company. In addition to the Company’s right to cease payment of the Separation Payment as described above, if you violate any of the non-solicitation, non-recruitment, confidentiality or other restrictions in this Agreement, any remaining Separation Payment or other benefits described above will immediately and permanently cease without further recourse by you, and the Company will have the right, as set forth in paragraph 10 of this Agreement, to require you to return payments made to you under paragraph 2.b of this Agreement. 

Payments and Benefits. In: (a) consideration for the covenants of the Executive and the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature or kind whatsoever owed or owing You will be offered benefits according to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships of, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows: (a) the Company shall pay the Executive’s base salary, at the rate in effect on the date hereof, through the Voluntary Early/Enhanced Retirement Date in accordance with its normal payroll practices. The Executive shall continue to participate in the Company’s welfare benefit and retirement plans through the Retirement Date; (b) provided the Executive executes this Agreement and on, or within ten working days following, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible to receive an annual bonus Plan (the “2017 Annual BonusPlan”) after your final day of employment on October 26, 2012. As described in the Plan and in exchange for the calendar year 2017 promises by you below, you will receive severance in an the gross amount which shall be determined by of Four Hundred Sixty-Five Thousand and Sixteen Cents ($465,000.16) payable as follows: a lump sum payment in the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award gross amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to 232,500.08 payable after the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration of the term revocation period described in respect of such stock options, as a result of Paragraph 5; and $232,500.08 payable over the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period (as defined in the applicable award agreement) applicable to each award ending on the Retirement Date and the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreements. (c) The Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date and the use of the Company driver until 30 June, 2017. The Company agrees to provide that the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Retirement Date twelve months following your separation in accordance with the Company’s expense reimbursement programnormal payroll practices. Expenses In addition, you will receive a severance bonus in excess the amount of $500 shall 63,550.02 payable on or about March 15, 2013. Applicable federal, state, and local payroll taxes will be pre-approved by deducted from these payments, and no payments will be made before the chief executive officer expiration of the revocation period described below. In addition, if you timely elect COBRA continuation coverage, the Company or his designee; and will continue coverage for you and your spouse and dependents, at the same rate you and your spouse and dependents would have otherwise been entitled to had your employment continued until the earlier of (dA) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall be paid to the Executive last day of period during which you receive payment in accordance with the first paragraph of Section 1; (B) your death (provided that benefits payable to your beneficiaries shall not terminate upon your death); or (C) with respect to any particular COBRA provided coverage, the date you become entitled to be covered by a comparable benefit provided by a subsequent employer. After the expiration of any such period, the cost for any remaining COBRA coverage, if any, will be borne exclusively by you. In further consideration of the promises and mutual promises herein contained, the Company will provide you with outplacement services with the Company’s preferred vendor at a program level and duration determined by the Company. The cost for such outplacement services will be borne exclusively by the Company and you must enroll in this benefit within thirty (30) days of your execution of this Agreement. In addition, as described in the VERP, your termination of employment will be treated as a voluntary resignation under each of your outstanding equity award agreements, with your combination of age and service being sufficient to qualify for Retirement treatment (as defined in each such option award agreement). Moreover, the Performance Share Unit Award and the Restricted Share Unit Award granted to you on March 9, 2012, will continue to vest through December 31, 2012 and March 9, 2013, respectively In the event that you violate one or more of the post-employment restrictions on your conduct that are provided for in Section 7 (entitled “Loss of Benefits Due to Prohibited Conduct”) of the Plan, you will forfeit any benefits not yet paid to you under this Agreement (with the exception of the first payment made to you) in accordance with the Plan’s terms and as determined by the Plan administrator. However, you agree that if such an event occurs, then the first payment made to you will be considered sufficient consideration for the General Release set forth below in Paragraph 2 and your agreement to comply with (and not contest) Sections 8 and 9 of your previously executed Employment Agreement, as set forth in Paragraph 4 of this Agreement. Accordingly, your Release and Employment Agreement shall survive such plansa forfeiture of benefits and cessation of payments.

Payments and Benefits. In: (a) In consideration for the covenants of the Executive and the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships ofyour signing this Agreement, the Company or any Affiliate will provide the following payments and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as followsto you: (a) The Company will provide you base salary continuation from January 2, 2005, through November 5, 2005, (the “Severance Period”) as severance pay, subject to all required deductions, withholdings, and tax reporting requirements. Payment will be made to you during this Severance Period according to the Company’s normal payroll schedule beginning on the first payroll period following the Employment Termination Date, provided that you do not revoke or rescind this Agreement. (b) During the Severance Period, you will have the option of continuing to receive the same or substantially similar following benefits, to the extent such are currently available to you as an employee of the Company shall pay and to the Executiveextent permitted by law and the governing plan documents: Group Medical Plan; Group Dental Plan; Group Vision Plan; Healthcare Reimbursement Plan; Dependent Care Reimbursement Plan; Group Life Insurance; Group AD&D Insurance; Long-Term Disability Income Individual and Group Policies; and Professional Dues, License and Required Continuing Professional Education Fees (capped at three thousand dollars ($3,000.00)). At the Company’s base salaryoption, at the rate in effect on the date hereof, through the Retirement Date in accordance with its normal payroll practices. The Executive shall continue to participate such benefits may be provided either by continuing you in the Company’s welfare existing benefit plans and retirement plans through programs; by establishing a separate benefit plan or program or by obtaining separate insurance coverage; or by reimbursing you for the Retirement Date; (b) provided cost of securing the Executive executes this Agreement and onequivalent benefit for yourself. In any event, you shall be required to pay an amount equal to any contribution you would have had to make to receive the same or within ten working days following, December 31, 2017, further executes the general release substantially similar benefit as an employee of claims attached hereto as Exhibit A the Company agrees:and you shall be responsible for any individual tax consequences relating to the continuation of these benefits. (i) that the Executive shall be eligible In order to receive an annual bonus continuation of medical, dental, and vision benefits, you will be required to elect COBRA coverage (a COBRA notice will be provided to you) and pay each month, by check made out to the “2017 Annual Bonus”) for the calendar year 2017 in Company, an amount which shall equal to the employee contribution you currently pay for such coverage. The remainder of the COBRA premium will be determined paid on your behalf by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award this amount of $1,500,000. Any such 2017 Annual Bonus shall be paid imputed as income to the Executive no later than March 15, 2018;you. (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates and Your Long Term Disability Income Group Insurance will be exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined converted by the MDCC) as measured at the end Company into a trust, with a maximum monthly trust benefit payable to you of calendar year 2017 with respect to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by three thousand six hundred ninety dollars (ii) a fraction, the numerator of which is the number of days during the respective Performance Period (as defined in the applicable award agreement) applicable to each award ending on the Retirement Date and the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreements$3,690.00). (c) The Company agrees that Executive In addition to the already vested portion of any incentive pay or stock options, you currently hold three thousand two hundred fifty (3,250) shares of restricted stock scheduled to vest over various dates and three thousand six hundred sixty three (3,663) unvested stock options scheduled to vest on December 31, 2004. Through the end of the Severance Period, these shares and stock options will continue to have vest according to the use of his personal assistant through schedule established in the Retirement Date and original grant, with any unvested portion remaining at the use end of the Company driver until 30 JuneSeverance Period fully vesting at that time. All vested stock options must be exercised by the earlier of the expiration date in the original stock option grant or twelve (12) months from the end of the Severance Period; otherwise, 2017. The Company agrees to provide that the Executive such stock options shall be reimbursed for business expenses reasonably incurred by him prior deemed to the Retirement Date in accordance with the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by the chief executive officer of the Company or his designee; andhave expired. (d) As noted above, your role will convert to Senior Advisor as of the Position Elimination Date and your employment will continue in that new, non-officer and/or director capacity until the Employment Termination Date. As a Senior Advisor, you agree to discuss matters of Company business on an “as needed” basis, upon reasonable notice and at the direction of the CEO. Your status as an employee of the Company in the position of Senior Advisor through the Employment Termination Date will qualify you for the full year 2004 annual cash incentive bonus at your current 40% target bonus opportunity and for your full year 2004 profit-sharing, in each case payment to be made to the same extent and in the same manner as generally applied to officers of the Company for 2004. (e) The Company agrees will pay out any accrued paid time off that remains unused as of the Executive’s vested benefits under the Company’s pension plans accrued Position Elimination Date, up to two (2) weeks. Please note, however, that your receipt of severance pay and other benefits is contingent upon your willingness to work in your present capacity up through the Retirement Position Elimination Date shall be and as Senior Advisor (as defined Section 2(d)) thereafter up through the Employment Termination Date, and you may not satisfy this condition by using accrued paid time off in lieu of actually working, unless the Company expressly consents. (f) The Company will offer you outplacement services commensurate with your position and experience through the end of the Severance Period or until you find new employment, whichever comes first. You acknowledge that you are not entitled to the Executive payments and benefits set forth in subsections (a) through (f) above unless you sign this Agreement and do not revoke or rescind in accordance with Section 5 and that you remain willing to work for the terms of Company in your present capacity up through the Position Elimination Date and as Senior Advisor (as defined Section 2(d)) thereafter up through the Employment Termination Date, or such plansother time as you and the Company may mutually determine.

Payments and Benefits. In: (a) consideration for the covenants of Provided that the Executive has executed and delivered to CBRL on or prior to the release of claims by the Executive contained hereinEmployment Termination Date, and has not revoked during the seven day revocation period following the Employment Termination Date (b) full payment of all obligations of any nature or kind whatsoever owed or owing to “the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships ofRevocation Period”), the Company or any Affiliate general release referred to in Section 9 hereof and attached hereto as Attachment A (ythe “Release”) , CBRL shall make the termination of payments and provide the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows:set forth in this Section 3. (a) the Company shall Subject to early termination or acceleration pursuant to Section 10, CBRL will pay the Executive’s base salary, Executive at the rate in effect on the date hereofof ­­­­­­­­­­­­­­$18,133.50, through the Retirement Date semi-monthly, for fifteen (15) consecutive months, in accordance with its normal CBRL’s regular payroll practicespolicies with such payments commencing on the first regularly scheduled pay period which occurs after the expiration of the Revocation Period. The Executive shall In the event of the death or disability of Executive, the foregoing payments will continue to participate be made to Executive’s estate, heirs, or conservator, as applicable. CBRL will have the right to deduct from compensation payable to Executive under this Agreement, social security taxes, and all federal, state, and municipal taxes and charges as may now be in effect and that may be enacted or required after the Company’s welfare benefit and retirement plans through effective date of this Agreement as charges on the Retirement Date;compensation of Executive. CBRL will be responsible for the payment of any employer matching amounts of such taxes. (b) provided Throughout the course of his employment, Executive executes this Agreement and onhas received awards under various equity plans (collectively, or within ten working days following, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible to receive an annual bonus (the “2017 Annual BonusEquity Awards”) for ). Executive and CBRL agree that to the calendar year 2017 in an amount extent there are such Equity Awards which shall be determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within scheduled to vest in 2012 (during the Company. The Executive Consulting Term), such Equity Awards shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates as set forth in Attachment B and will be shall become payable or exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period (as defined in the applicable award agreement) applicable to each award ending on the Retirement Date and the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreements. (c) The Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date and the use of the Company driver until 30 June, 2017. The Company agrees to provide that the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Retirement Date in accordance with the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by the chief executive officer of the Company or his designee; and (d) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall be paid to the Executive in accordance with the terms of the applicable plans, provided Executive continues to provide the services described in Section 2 throughout the Consulting Term. (c) Until the earlier of: (i) the end of the Consulting Term or (ii) Executive’s obtaining other employment at which he receives health insurance benefits irrespective of their scope and coverage, CBRL, subject to Executive’s payment of contributions applicable to plan participants, shall continue to provide all group health and life insurance benefits for Executive and his dependents at the same level as for other CBRL senior level executives. Afterwards, CBRL will have no obligation to provide further life insurance benefits, but upon payment of the appropriate premiums, Executive will have the right to continue his participation in CBRL’s group health coverage plan under the applicable COBRA regulations. Executive shall not be entitled to any other benefits as a consultant to CBRL. (d) Executive will be paid any bonus earned under the CBRL FY2012 Annual Bonus Plan (“ABP”), in accordance with the terms of, and at the time specified in, the ABP, prorating, for purposes of service under the ABP, Executive’s Employment through the Employment Termination Date. Executive’s services as a Consultant pursuant to Section 2 of this Agreement shall not count in the determination of any employment or service requirement for an award under the ABP. (e) CBRL shall reimburse Executive for his reasonable out-of-pocket expenses in connection with his activities and the services that he is requested to perform under Section 2; provided that the request for reimbursement of such plansexpenses is accompanied by documentation satisfactory to CBRL and, provided further, that any expense in excess of $500.00 must be approved in advance in writing by CBRL. (f) CBRL shall deduct from the amounts payable to the Executive pursuant to this Agreement the amount of all required federal, state and local withholding taxes in accordance with the Executive’s Form W-4 on file with CBRL, and all applicable federal employment taxes.

Payments and Benefits. In: (a) consideration for the covenants of the Executive and the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature a. Whether or kind whatsoever owed or owing not this Agreement becomes effective pursuant to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships ofterms, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows: (a) the Company shall pay the Executive’s base salary, at the rate in effect on the date hereofCompany, through and including the Retirement Date Transition Date, will provide Cxxxxx with (i) all accrued and unpaid wages, including any paid time off that has been accrued but unused in accordance with the Company’s policies; (ii) any reimbursements owed to Cxxxxx in accordance with the Company’s policies; (iii) vesting and actual performance credit accrued under all outstanding equity and other long-term incentive awards; and (iv) the amounts accrued and credited to Cxxxxx’x account under the Company’s 401(k) savings plan in accordance with the terms and conditions of such plan. Except as set forth herein, including the amounts to be paid pursuant to the preceding sentence, Cxxxxx acknowledges that the Company owes no other wages, commissions, bonuses, vacation pay, sick pay or benefits to Cxxxxx as of the Transition Date. b. Provided that this Agreement becomes effective pursuant to its normal payroll practicesterms and Cxxxxx remains in compliance with this Agreement at all times, the following payments and benefits shall be made or provided: i. Xxxxxx shall be entitled to receive a lump sum payment of $600,230.77 if he executes this Agreement and does not revoke his execution in accordance with Section 16(a), which lump sum shall be paid within thirty (30) days following the expiration of the seven-day revocation period described in Section 16(a); ii. The Executive Cxxxxx shall continue be entitled to participate receive a monthly consulting fee of $38,250.00 during the Consulting Period, commencing May 1, 2020, which fee shall be paid within thirty (30) days following the last day of each calendar month during the Consulting Period; iii. subject to Cxxxxx timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), Cxxxxx and his eligible dependents’ participation in the Company’s welfare benefit group health plan will continue for eighteen (18) months following the Transition Date on the same basis as of the date hereof and retirement plans through the Retirement Dateamount of the COBRA premium to be paid to the COBRA administrator shall be paid directly by the Company during the Consulting Period and for up to an additional 12 months thereafter for a total of up to 18 months (the “COBRA Reimbursement”); provided, however, that if Cxxxxx subsequently becomes employed with a new employer that offers substantially similar benefits coverage (disregarding the cost of such coverage), the COBRA Reimbursement will cease as of the end of the month in which Cxxxxx becomes so employed; and iv. Cxxxxx shall be treated as a “Consultant” for purposes of the Company’s 2017 Employee, Director and Consultant Equity Plan, as amended (the “Plan”) and Cxxxxx’x change of status from employee to consultant as of the Transition Date shall not constitute a termination of services under Section 11 of the Plan or any other applicable section of the Plan; accordingly, any and all performance/restricted stock units (“PSU/RSUs”) previously awarded to Cxxxxx while an employee of the Company shall continue to vest during the term of the Consulting Period, such vesting to take place per the terms and conditions of the underlying grant, and the Company will cause to be promptly issued to Cxxxxx the underlying shares of the Company common stock represented by the vesting of PSU/RSUs as vesting occurs; provided, that Cxxxxx authorizes the Company to withhold and sell a number of the underlying shares of the Company common stock which are issued to Cxxxxx, as necessary, to satisfy applicable withholding taxes for income tax purposes; (b) provided v. If and to the Executive executes this Agreement and on, or within ten working days following, December 31, 2017, further executes the general release extent bonus-eligible employees of claims attached hereto as Exhibit A the Company agrees: (i) that generally receive bonus compensation for the Executive fiscal year ending June 30, 2020, Cxxxxx shall be eligible to receive an annual bonus (for fiscal year 2020 as if he were still employed with the “2017 Annual Bonus”) for the calendar year 2017 Company, such bonus to be based on Cxxxxx’x performance in an amount which shall be relation to his 2020 MBOs as determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board in its sole discretion; any such bonus amount to be (i) pro-rated based on the length of Directors Cxxxxx’x service during fiscal year 2020 through the Transition Date, and (ii) paid contemporaneously with payment of XL Group Ltd (the “MDCC”) 2020 bonuses to other bonus-eligible executives, but in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no event later than March 15, 20182021; (ii) that the stock options granted vi. Cxxxxx shall remain eligible to receive a cash payment equal to the Executive on or before December 31, 2016 award that would be payable under the Company’s 1991 Performance Three-Year Cash Incentive Program (Bonus Plan for the “1991 Plan”) (a complete list of which is included period ending in Exhibit B) will continue to vest (2020 had Cxxxxx been employed on the payment date, to the extent not already vested) a payout is earned based on their normal vesting dates and will be exercisable in full until the final expiration of the term in respect of such stock optionsactual performance, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extentpayment, if any, will be paid as soon as practicable following the determination of attainment whether the target thresholds were achieved for the awards under the Three-Year Cash Incentive Bonus Plan for the period ending in 2020, consistent with the timing of the performance goals for each award of Performance Units (as determined by the MDCCpayments made to eligible employees, but in no event later than March 15, 2021 provided, however, that no such payments or benefits described in this Section 2(b) as measured at the end of calendar year 2017 with respect shall be paid or provided prior to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period Effective Date (as defined in Section 16), and, in the applicable award agreement) applicable to each award ending event that the Effective Date occurs after the first payment is due under this Section 2(b), a catch-up payment shall be made at the time of the next regularly scheduled payment after the Effective Date. c. Provided that Cxxxxx re-executes this Agreement on or following the Retirement Separation Date and does not revoke his execution in accordance with Section 16(b), and Cxxxxx remains at all times in compliance with this Agreement, Cxxxxx shall receive an additional payment of $38,250.00, which payment shall be payable in a single lump sum on or before the denominator 60th day following the Separation Date. d. Xxxxxx agrees and acknowledges that the payments and benefits referred to in Section 2(b) and (c) are in lieu of which is and in full satisfaction of any amounts that might otherwise be payable under any contract, plan, policy or practice, past or present, of the number of days Company. Cxxxxx acknowledges that, other than any payment provided for in the full Performance Period (as defined Section 2(b)(vi), all outstanding Three-Year Cash Incentive Bonus Plan awards for all outstanding periods shall be forfeited in the applicable award agreement) for each such awardaccordance with their terms. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will All outstanding equity awards held by Cxxxxx shall be distributed to the Executive (a) treated in accordance with their terms, including with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreementsany post-termination exercise periods for vested stock options. (c) The Company agrees that Executive will continue to have the use of his personal assistant through the Retirement Date and the use of the Company driver until 30 June, 2017. The Company agrees to provide that the Executive shall be reimbursed for business expenses reasonably incurred by him prior to the Retirement Date in accordance with the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by the chief executive officer of the Company or his designee; and (d) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall be paid to the Executive in accordance with the terms of such plans.

Payments and Benefits. In: Executive shall be entitled to the following payments and benefits: A. Payment of (ai) consideration any accrued, but unpaid Base Salary earned through the Resignation Date, (ii) any accrued but unused vacation, through the Resignation Date, (iii) reimbursement for any unreimbursed business expenses incurred prior to the covenants of the Resignation Date to which Executive and the release of claims by the Executive contained hereinwould otherwise be entitled, and (biv) full any amounts due under any Company benefit plan or arrangement in accordance with the terms of said plan or arrangement due for the period prior to the Resignation Date. B. Continued payment, in accordance with the Company’s normal payroll practices, of Executive’s current Base Salary and Target Bonus through March 31, 2011 (such period, the “Severance Period”); provided, that the Target Bonus will be payable in cash in nine monthly installments of $50,000 beginning July 30, 2010. C. Continued payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships of, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows: (a) the Company shall pay the Executive’s base salaryautomobile allowance for his currently used New Jersey automobile, at the annual rate in effect on the date hereof, through the Retirement Date in accordance with its normal payroll practices. The date of the Meeting. D. As of and after the Resignation Date, Executive shall no longer participate in, accrue service credit or have contributions made, either by Executive or on his behalf, under any employee benefit plan sponsored by the Company in respect of periods commencing on and following the Resignation Date, including without limitation, any plan which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and Executive shall have no further right to receive any such benefits from the Company or any other member of the Company Group. Notwithstanding the foregoing, (i) Executive and his spouse will continue to participate in the Company’s welfare benefit medical and retirement dental plans at the Company’s expense through the Retirement Date; (b) provided the Executive executes this Agreement and on, or within ten working days following, December March 31, 20172011; provided, further executes that, if so determined by the general release of claims attached hereto as Exhibit A Company, Executive will be required to timely elect COBRA, and the Company agrees:will pay the full cost of the COBRA premiums for coverage of Executive and his spouse under such medical and dental plans (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for the full cost of such COBRA premiums), and (ii) the Company will continue to pay the premiums for the long-term care policy currently in force for Executive (which provides a monthly benefit of $10,2000, with home care covered at 100%) for coverage through March 31, 2014. E. Upon the Resignation Date, (i) 300,000 non-qualified stock options to purchase shares of common stock of the Company having a per share exercise price of $1.37 and that were granted to Executive on October 21, 2009 shall become vested, and (ii) 114,260 of the restricted stock units on shares of common stock of the Company held by Executive will become vested and will be settled in shares of common stock of the Company within two weeks of becoming vested and (iii) the Company shall be eligible extend the post-termination exercise period of each vested stock option to receive an annual bonus purchase shares of common stock of the Company that is held by Executive on the Resignation Date (and after giving effect to (i) above) so that each such vested stock option shall remain exercisable until the “2017 Annual Bonus”earlier of: (A) March 31, 2014, or (B) the expiration of the applicable term for such stock option. Except as provided in the calendar year 2017 in an amount which shall be determined by preceding sentence, the Chief Executive Officer Parties hereby agree that all other remaining unvested stock options to purchase shares of common stock of the Company and the Management Development and Compensation Committee restricted stock units on shares of common stock of the Board Company will be cancelled without consideration on the Resignation Date. F. Payment of Directors of XL Group Ltd (the “MDCC”) Executive’s travel and other expenses associated with a retirement reception to be held in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (Los Angeles office during the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration time Executive serves as Non-Executive Chairman of the term Board, with such expenses to be reasonably agreed upon in respect of such stock optionsadvance by Executive and the Company. G. The payments and benefits (including, as a result without limitation, the accelerated vesting of, and extension of the Executive’s cessation of employment post-termination exercise period for, any equity awards) described in Section 3B, Section 3C, Section 3D, Section 3E and Section 3F above are contingent upon, and subject to, Executive executing and delivering this Agreement within twenty one (21) days following the Resignation Date and Executive not revoking the Agreement within the seven-day revocation period described in Section 8D. Subject to Section 10I, any payments provided for in such Sections shall commence on the Retirement Date being treated as “retirement” under first payroll date occurring after the rules of twenty-eighth day following the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 February 2016 (the “2016 Award”), respectively, will vest as a result of the Executive's cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. The number of such Performance Units that will vest will be determined by calculating: (i) the extent, if any, of attainment of the performance goals for each award of Performance Units (as determined by the MDCC) as measured at the end of calendar year 2017 with respect to the 2015 Award, and the end of calendar year 2018 with respect to the 2016 Award, multiplied by (ii) a fraction, the numerator of which is the number of days during the respective Performance Period (as defined in the applicable award agreement) applicable to each award ending on the Retirement Resignation Date and the denominator of which is the number of days in the full Performance Period (as defined in the applicable award agreement) for each such award. Ordinary shares of Company common stock equal to the number of such vested Performance Units as determined above will be distributed to the Executive (a) with respect to the 2015 Award, in 2018 on or before 15 March 2018, and (b) with respect to the 2016 Award, in 2019 on or before March 15, 2019. Executive agrees first payment shall include any payments that Performance Units granted to Executive on 28 February 2017 shall be forfeited on the Retirement Date; (iv) that the restricted cash units (a complete list of which is included in Exhibit B) granted as of 13 May 2015 that remain unvested on the Retirement Date will vest in full on the Retirement Date, and the cash proceeds will be delivered to the Executive within sixty (60) days of the Retirement Date in accordance with the applicable award agreements. (c) The Company agrees that Executive will continue to would have the use of his personal assistant through the Retirement Date and the use of the Company driver until 30 June, 2017. The Company agrees to provide that the Executive shall be reimbursed for business expenses reasonably incurred by him otherwise been due prior to the Retirement Date in accordance with the Company’s expense reimbursement program. Expenses in excess of $500 shall be pre-approved by the chief executive officer of the Company or his designee; and (d) The Company agrees that the Executive’s vested benefits under the Company’s pension plans accrued up to the Retirement Date shall be paid to the Executive in accordance with the terms of such plansfirst payroll date.