Filed Pursuant to Rule 433
Registration No. 333-155777
Dated September 27, 2011
XL Group Ltd.
Senior Notes
Guaranteed by
XL Group plc
Pricing Term Sheet
$400,000,000 5.75% Senior Notes due 2021
| Issuer: | XL Group Ltd. |
| Guarantor: | XL Group plc |
| Expected Ratings (Moody’s / S&P / Fitch)*: | Baa2/ BBB+/ BBB |
| Security Type: | Senior Notes |
| Principal Amount: | $400,000,000 |
| Trade Date: | September 27, 2011 |
| Settlement Date (T+3): | September 30, 2011 |
| Maturity Date: | October 1, 2021 |
| Interest Payment Dates: | Semi-annually on April 1 and October 1, commencing on April 1, 2012 |
| Coupon: | 5.75% |
| Public Offering Price: | 100.00% |
| Benchmark Treasury: | 2.125% due August 15, 2021 |
| Benchmark Price / Yield: | 101-05+ / 1.994% |
| Spread to Benchmark Treasury: | + 375.6 bps |
| Yield to Maturity: | 5.75% |
| Net Proceeds (Before Expenses) to Issuer: | $397,400,000 |
| Optional Redemption: | T+ 50 bps |
| Tax Event Redemption: | XL Group Ltd. may redeem the Senior Notes, in whole, but not in part, at any time upon the occurrence of certain tax events as described in “Description of the Senior Notes and Guarantee—Tax Event Redemption” in the prospectus supplement. |
| Minimum Denominations: | $2,000 x $1,000 |
| CUSIP / ISIN: | 98372PAM0 / US98372PAM05 |
| Joint Book-Running Managers: |
Wells Fargo Securities, LLC Morgan Stanley & Co. LLC |
| Senior Co-Managers: |
Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman, Sachs & Co. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC |
| Co-Managers: |
BNP Paribas Securities Corp. Comerica Securities, Inc. Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Lloyds Securities Inc. Mizuho Securities USA Inc. RBS Securities Inc. Scotia Capital (USA) Inc. UBS Securities LLC |
Investing in the Senior Notes involves a number of risks.
See “Risk Factors” beginning on page S-4 of the prospectus supplement. * Note: A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or withdrawal at any time. XL Group Ltd. and XL Group plc have filed a registration statement
(including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents XL Group
Ltd. and XL Group plc have filed with the SEC for more complete information about the issuer, the guarantor and this offering.
You should rely on the prospectus, prospectus supplement and any relevant free writing prospectus or pricing supplement for complete
details. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively,
copies of the prospectus and the prospectus supplement may be obtained by contacting Wells Fargo Securities, LLC toll-free at:
1-800-326-5897 or email: cmClientsupport@wachovia.com, or Morgan Stanley & Co.
LLC, toll free: 1-866-718-1649 or email: prospectus@morganstanley.com.