AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • February 25th, 2015 • Xl Group PLC • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of 19th December, 2014 (as may be amended, restated or otherwise modified from time to time, this “Agreement”), made among XL Insurance (Bermuda) Ltd, a company organized and existing under the laws of Bermuda (with company registration number 12809) whose address of its registered or principal office is at O’Hara House, One Bermudiana Road, Hamilton HM08, Bermuda (the “Applicant”), XL Re Ltd, a company organized and existing under the laws of Bermuda (with company registration number 21291) whose address of its registered or principal office is at O’Hara House, One Bermudiana Road, Hamilton HM08, Bermuda (the “Second Pledgor”), (the Applicant and the Second Pledgor, together referred to as the “Original Pledgors”, and together with any Additional Pledgor from time to time becoming hereto, the “Pledgors”), and Citibank Europe plc (the “Pledgee”)
On XL Group LetterheadXl Group PLC • February 25th, 2015 • Fire, marine & casualty insurance
This letter is provided to you by and on the behalf of X.L. America, Inc., its parents, subsidiaries, and affiliates (“XL”, “XL Group”, or the “Company”), to confirm your participation in the XL Group plc Executive Severance Benefit Plan ("Plan”) upon the condition that you agree to abide by certain post-employment restrictive covenant arrangements described below.
PLEDGE AND SECURITY AGREEMENT BETWEEN:Pledge and Security Agreement • February 25th, 2015 • Xl Group PLC • Fire, marine & casualty insurance • New York
FIRST AMENDMENTXl Group PLC • February 25th, 2015 • Fire, marine & casualty insurance • New York
FIRST AMENDMENT, dated as of February 11, 2015 (this “Amendment”), to the Unsecured Credit Agreement, dated as of November 22, 2013 (as amended, modified, restated and supplemented from time to time, the “Credit Agreement”), among XL GROUP PLC, an Irish public limited company (“XL Group”), XLIT LTD., an exempted company incorporated in the Cayman Islands with limited liability (“XLIT”), X.L. AMERICA, INC., a Delaware corporation (“XL America”), XL INSURANCE (BERMUDA) LTD, a Bermuda limited liability company (“XL Insurance (Bermuda)”), XL RE LTD, a Bermuda limited liability company (“XL Re”), XL RE EUROPE SE (formerly known as XL RE EUROPE PLC), a European company organized under the laws of Ireland (“XL Re Europe”), XL INSURANCE COMPANY SE (formerly known as XL INSURANCE COMPANY PLC), a European company domiciled in the United Kingdom (“XL Insurance”), XL INSURANCE SWITZERLAND LTD, a company limited by shares organized under the laws of Switzerland (“XL Switzerland”), and XL LIFE LTD,
201X RESTRICTED STOCK UNIT AGREEMENT201x Restricted Stock Unit Agreement • February 25th, 2015 • Xl Group PLC • Fire, marine & casualty insurance • New York
WHEREAS, the Company regards the Grantee as a valuable employee of the Company and has determined it to be in the interest of the Company to grant to the Grantee an award of Restricted Stock Units under the Company’s 1991 Performance Incentive Program (the “Program”);
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • February 25th, 2015 • Xl Group PLC • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of 19th December, 2014 (as may be amended, restated or otherwise modified from time to time, this “Agreement”), made among XL Investments Ltd, a company organized under the laws of Bermuda ("XL Investments"), XL Re Ltd, a company organized under the laws of Bermuda ("XL Re") and XL Insurance (Bermuda) Ltd, a company organized under the laws of Bermuda ("XL Insurance") ("XL Investments, XL Re and XL Insurance being referred to collectively herein as the "Grantors" and individually as a "Grantor" and XL Investments and XL Insurance being collectively referred to herein as the "Guarantors") in favor of Citibank, N.A. (the "Bank").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 25th, 2015 • Xl Group PLC • Fire, marine & casualty insurance • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of December 2014, by and among ARX HOLDING CORP., a Delaware corporation (the “Company”); THE PROGRESSIVE CORPORATION, an Ohio corporation (“Progressive”); XL RE LTD., a Bermuda company (“XL”); FASTEAU INSURANCE HOLDING, LLC, a Delaware limited liability company (“Fasteau Holding”); MARC FASTEAU, an individual (“Fasteau”); MARC FASTEAU, AS TRUSTEE OF THE MARC FASTEAU 2012 IRREVOCABLE TRUST (“2012 Trustee”); MARC FASTEAU, AS TRUSTEE OF THE ALEXIS FASTEAU 2008 IRREVOCABLE TRUST (“2008 Trustee,” and together with Fasteau, 2012 Trustee and Fasteau Holding, the “Fasteau Group”); FLEXPOINT FUND, L.P., a Delaware limited partnership (“Flexpoint”); NEW CAPITAL PARTNERS PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“New Capital”); GREGORY E. STEWART, an individual (“Stewart”); and STEWART INSURANCE HOLDINGS, LLLP, a Florida limited liability limited partnership (“Stewart Holdings”) (XL, Fasteau Holding, Fas
FIRST AMENDMENTXl Group PLC • February 25th, 2015 • Fire, marine & casualty insurance • New York
FIRST AMENDMENT, dated as of February 11, 2015 (this “Amendment”), to the Secured Credit Agreement, dated as of November 22, 2013 (as amended, modified, restated and supplemented from time to time, the “Credit Agreement”), among XL GROUP PLC, an Irish public limited company (“XL Group”), XLIT LTD., an exempted company incorporated in the Cayman Islands with limited liability (“XLIT”), X.L. AMERICA, INC., a Delaware corporation (“XL America”), XL INSURANCE (BERMUDA) LTD, a Bermuda limited liability company (“XL Insurance (Bermuda)”), XL RE LTD, a Bermuda limited liability company (“XL Re”), XL RE EUROPE SE (formerly known as XL RE EUROPE PLC), a European company organized under the laws of Ireland (“XL Re Europe”), XL INSURANCE COMPANY SE (formerly known as XL INSURANCE COMPANY PLC), a European company domiciled in the United Kingdom (“XL Insurance”), XL INSURANCE SWITZERLAND LTD, a company limited by shares organized under the laws of Switzerland (“XL Switzerland”), and XL LIFE LTD, a
AGREEMENT AND RELEASEAgreement and Release • February 25th, 2015 • Xl Group PLC • Fire, marine & casualty insurance • New York
This Agreement and Release (“Agreement”) is entered into as of this 30th day of October, 2014 between XL Group plc, X.L. Global Services, Inc. (collectively, the “Company”) and JAMES H. VEGHTE (the “Executive”).
Dated 30 December 2014 as Applicant -and- ING BANK N.V., LONDON BRANCH as Bank CREDIT FACILITY AGREEMENT Credit facility of up to $150,000,000Credit Facility Agreement • February 25th, 2015 • Xl Group PLC • Fire, marine & casualty insurance • New York
The Bank has agreed to make available to the Applicant, subject as provided in this Agreement, an uncommitted credit facility of up to $150,000,000 to provide Funds at Lloyd's Letters of Credit at the request of the Applicant to support and stand security for the underwriting capacity of the Applicant and XL Re in relation to the Syndicates of which they are or will be a member or will provide capital support to the member.
Contract201x Nonstatutory Stock Option Agreement • February 25th, 2015 • Xl Group PLC • Fire, marine & casualty insurance • New York
WHEREAS, the Board of Directors of the Company believes that the interest of the Company will be advanced by granting an incentive to employees and by encouraging and enabling them to acquire stock ownership in the Company and assuring a close identity of their interests with those of the Company; and
