S-8

As filed with the Securities and Exchange Commission on March 10, 2016

Registration No. 333-         

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM S-8 REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933

XL GROUPPublic Limited Company(Exact name of registrant as specified in its charter)

Ireland
(State or other jurisdiction of incorporation
or organization)

XL House, 8 St. Stephen’s Green
Dublin 2
Ireland
+353 (1) 405-2033

(Address of Principal Executive Offices) 98-0665416

(I.R.S. Employer Identification Number)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

XL Group plc Directors Stock & Option Plan (as amended and restated effective May 8, 2015)(Full title of plan)

Copies to:

Kirstin Gould, Esq.
Executive Vice President, General Counsel and Secretary
XL Group Public Limited Company
XL House, 8 St. Stephen’s Green
Dublin 2
Ireland
+353 (1) 405-2033 John J. Schuster, Esq.Cahill Gordon & Reindel LLP80 Pine StreetNew York, New York 10005-1702
(212) 701-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934

Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company
x	o	o	o
		(Do not check if a smaller reporting company)

Calculation of Registration Fee
Title of Securities to be Registered	Amount to Be Registered (1)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares (par value US$0.01per share)	200,000 shares (2)	$35.32	$7,064,000	$711.34

(1)	Plus such additional number of Ordinary Shares as may be issued under the XL Group plc Directors Stock & Option Plan (as amended and restated effective May 8, 2015) in the event of a share dividend, recapitalization, share split, reverse split, reorganization, merger, amalgamation, consolidation or other similar dilutive event.
(2)	Represents an additional 200,000 Ordinary Shares issuable under the XL Group plc Directors Stock & Option Plan (as amended and restated effective May 8, 2015).
(3)	Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the registration fee have been calculated based on the basis of the average of the high and low prices reported for the Ordinary Shares reported on the New York Stock Exchange on March 7, 2016.

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to immediately consult your stockbroker, bank manager, solicitor, fund manager or other appropriate financial adviser being, if you are resident in Ireland, an organization or firm authorized or exempted pursuant to the Irish European Communities (Markets in Financial Instruments) Regulations 2007 (as amended), or the Investment Intermediaries Act 1995 (as amended) or, if you are in a territory outside Ireland, another appropriately authorized adviser.

This document does not constitute a prospectus within the meaning of Part 23 of the Irish Companies Act 2014 or an offer to sell or an invitation to purchase or the solicitation of an offer to purchase securities. No offer of any securities of XL Group plc to the public is being made that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of the said Part 23) in general or in particular pursuant to the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 as amended. This document has not been approved or reviewed by or registered with the Central Bank of Ireland.

This document does not constitute investment advice or the provision of investment services within the meaning of the Irish European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or otherwise. XL Group plc is not an authorized investment firm within the meaning of the Irish European Communities (Markets in Financial Instruments) Regulations 2007 (as amended), and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.

EXPLANATORY NOTE

We are filing this Registration Statement to register an additional 200,000 of the Ordinary Shares of XL Group plc (“XL Group” or the “Registrant”), par value $0.01 per share (the “Shares”), that may be acquired by XL Group directors under the amended and restated XL Group plc Directors Stock & Option Plan (the “Plan”).

An increase of 200,000 in the number of Shares authorized for issuance under the Plan was approved by the holders of our Shares at our 2015 annual general meeting held on May 8, 2015. The full text of the amended and restated Plan is available on the Securities and Exchange Commission’s (the “Commission”) website as an appendix to our Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 20, 2015.

We previously filed our Registration Statement on Form S-8 (File No. 333-161124), filed with the Commission on August 6, 2009, as amended by Post-Effective Amendment No. 1 to our Registration Statement on Form S-8, filed with the Commission on July 1, 2010 (the “2009 Registration Statement”), covering an additional 450,000 Shares issuable under the Plan, which incorporated portions of our Registration Statement on Form S-8 (File No. 333-62137), filed with the Commission on June 24, 1998, relating to Shares issuable under the Plan.

Pursuant to General Instruction E to Form S-8, the contents of the 2009 Registration Statement, including the periodic and current reports that we filed with the Commission after the effectiveness of the 2009 Registration Statement, are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Any items in the 2009 Registration Statement not expressly changed hereby shall be set forth in the 2009 Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are hereby incorporated by reference in this registration statement:

(i) Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 26, 2016;

(ii) Current Report on Form 8-K filed on February 29, 2016;

(iii) the description of XL Group’s ordinary shares included the Definitive Proxy Statement on Schedule 14A filed by XL Capital Ltd (XL Group’s predecessor issuer) on March 10, 2010, set forth in section “Description of XL Group plc Share Capital”, including any amendment or report filed for the purposes of updating such description.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) subsequent to the date of this registration statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

For purposes of this registration statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such

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document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

XL Group’s articles of association provide for an indemnity for certain persons, including directors, the corporate secretary, committee members, persons holding executive or official positions with XL Group and employees, agents and persons acting in certain other capacities at the request of XL Group (“indemnified persons”) who are a party to actions, suits or proceedings against expenses and costs in connection with such actions, suits or proceedings if such indemnified person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of XL Group, and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Indemnification is excluded in circumstances where an indemnified person is adjudged liable for willful neglect or default in performance of his or her duties unless a relevant court determines otherwise. Such indemnification is subject to board, shareholder or independent legal counsel approval in any given case and may include expense advancement in certain circumstances.

The Irish Companies Act 2014 (the "ICA") prescribes that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary or an acquittal is granted in any civil or criminal action in respect of the role of the director or corporate secretary, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the ICA will be void, whether contained in its articles of association or any contract between the company and the director or corporate secretary. This restriction does not apply to executives who are not directors or the corporate secretary, or other persons who would not be considered “officers” within the meaning of that term under the ICA, of XL Group. The restriction does, however, also apply to statutory auditors and former “officers” of XL Group.

Additionally, XLIT Ltd. has entered into indemnification agreements (the “Indemnification Agreements”) with each of XL Group’s directors and its corporate secretary, and a deed poll indemnity (the “Deed Poll”) as to other executives, directors and employees of XL Group (and its subsidiaries) who have not entered into an Indemnification Agreement. The Indemnification Agreements and Deed Poll provide that XLIT Ltd. will indemnify the indemnitees to the fullest extent permitted by Cayman Islands law against claims related to each indemnitee’s service to (or at the request of) XL Group, except in certain circumstances, including (i) where payment is actually made or then due (A) by XL Group in its discretion, (B) under an insurance policy, (C) pursuant to an agreement between indemnitee and XL Group, XLIT Ltd. or other entity served by indemnitee at the request of XL Group or (D) under the governing documents of XL Group, XLIT Ltd. or other entity served by indemnitee at the request of XL Group; (ii) in connection with a proceeding initiated by indemnitee, unless such proceeding was authorized by the XLIT Ltd. Board of Directors or falls within certain limited exceptions specifically provided for in the Indemnification Agreements; (iii) in connection with a proceeding brought by or in the name of XL Group, where the indemnitee is found, in a final and non-appealable judgment of a court of competent jurisdiction, to be liable for willful neglect or willful default in the performance of the indemnitee’s duty, unless a court of competent jurisdiction determines that the indemnitee is fairly and reasonably entitled to such payment. The Indemnification Agreements and Deed Poll also provide that any and all indemnifiable expenses shall, if so requested by the indemnitee, be advanced promptly as they

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are incurred, provided that the indemnitee must repay any such expense advance if it is determined in a final and non-appealable judgment of a court of competent jurisdiction that the indemnitee is not entitled to be indemnified against such expenses. Prior to seeking an indemnification payment or expense advance under the Indemnification Agreements, an indemnitee must request that XL Group consider in its discretion whether to make such indemnification payment or expense advance. In the event an indemnification or expense advance (or an undertaking to provide such indemnification or advance) is not received from XL Group within 5 business days of such request, the indemnitees will be eligible to receive such indemnification or expense advance from XLIT Ltd. pursuant to the terms of the Indemnification Agreement.

XL Group’s directors and officers also are provided with indemnification against certain liabilities pursuant to a directors and officers liability insurance policy maintained by XL Group (or one of its subsidiaries).

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this registration statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

Exhibit Number	Description
4.1	Amended and Restated Memorandum and Articles of Association of XL Group (incorporated by reference to Exhibit 3.1 to XL Group’s Quarterly Report on Form 10-Q for the period ended June 30, 2014)
4.2	XL Group plc Directors Stock & Option Plan (as amended and restated effective May 8, 2015) (incorporated by reference to Appendix A to XL Group’s Proxy Statement on Schedule 14A for the Annual General Meeting of Holders of Ordinary Shares held on May 8, 2015, filed on March 20, 2015)
4.3	Certificate of Incorporation of XL Group (incorporated by reference to Exhibit 3.2 to XL Group’s Current Report on Form 8-K, filed on July 1, 2010)
5.1*	Opinion of A&L Goodbody
23.1*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.2*	Consent of A&L Goodbody (included as part of Exhibit 5.1)
24.1*	Powers of Attorney (included on signature pages)
99.1*	Acceptance of Appointment of Puglisi & Associates as U.S. Agent for Service of Process
99.2	“Description of XL Group plc Share Capital” (incorporated by reference to the section so entitled of XL Capital Ltd’s Definitive Proxy Statement on Schedule 14A, filed on March 10, 2010)

* Filed herewith.

Item 9. Undertakings.

(a)    The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

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(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;    

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of the employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford and State of Connecticut, on March 10, 2016.

XL GROUP PLC

By:    /s/ Peter R. Porrino

Name:	Peter R. Porrino
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Michael S. McGavick	Chief Executive Officer (Principal Executive	March 10, 2016
Name: Michael S. McGavick	Officer) and Director
/s/ Peter R. Porrino	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 10, 2016
Name: Peter R. Porrino
*	Director and Chairperson of the Board of Directors	March 10, 2016
Name: Eugene M. McQuade
*	Director	March 10, 2016
Name: Ramani Ayer
*	Director	March 10, 2016
Name: Stephen Catlin
*	Director	March 10, 2016
Name: Dale R. Comey
*	Director	March 10, 2016
Name: Claus-Michael Dill
*	Director	March 10, 2016
Name: Robert R. Glauber
*	Director	March 10, 2016
Name: Edward J. Kelly, III
*	Director	March 10, 2016
Name: Suzanne B. Labarge

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Signature	Title	Date
*	Director	March 10, 2016
Name: Joseph Mauriello
*	Director	March 10, 2016
Name: Clayton M. Rose
*	Director	March 10, 2016
Name: Anne Stevens
*	Director	March 10, 2016
Name: John M. Vereker
*BY: /s/ Kirstin Gould	Attorney-in-Fact	March 10, 2016
Kirstin Gould
/s/ Donald J. Puglisi	Authorized U.S. Representative	March 10, 2016
Donald J. Puglisi, Puglisi & Associates

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POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of XL Group plc in their respective capacities set forth below constitutes and appoints Michael S. McGavick and Kirstin R. Gould, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign his or her name to this registration statement of XL Group plc, an Irish public limited company, on Form S-8 under the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder and any and all amendments (including any post-effective amendments thereto) and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof.

          This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Signature	Title	Date
/s/ Michael S. McGavick	Chief Executive Officer (Principal Executive	March 10, 2016
Name: Michael S. McGavick	Officer) and Director
/s/ Peter R. Porrino	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 10, 2016
Name: Peter R. Porrino
/s/ Eugene M. McQuade	Director and Chairperson of the Board of Directors	March 10, 2016
Name: Eugene M. McQuade
/s/ Ramani Ayer	Director	March 10, 2016
Name: Ramani Ayer
/s/ Stephen Catlin	Director	March 10, 2016
Name: Stephen Catlin
/s/ Dale R. Comey	Director	March 10, 2016
Name: Dale R. Comey
/s/ Claus-Michael Dill	Director	March 10, 2016
Name: Claus-Michael Dill
/s/ Robert R. Glauber	Director	March 10, 2016
Name: Robert R. Glauber
/s/ Edward J. Kelly, III	Director	March 10, 2016
Name: Edward J. Kelly, III
/s/ Suzanne B. Labarge	Director	March 10, 2016
Name: Suzanne B. Labarge
/s/ Joseph Mauriello	Director	March 10, 2016
Name: Joseph Mauriello
/s/ Clayton M. Rose	Director	March 10, 2016
Name: Clayton M. Rose

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Signature	Title	Date
/s/ Anne Stevens	Director	March 10, 2016
Name: Anne Stevens
/s/ John M. Vereker	Director	March 10, 2016
Name: John M. Vereker

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Memorandum and Articles of Association of XL Group (incorporated by reference to Exhibit 3.1 to XL Group’s Quarterly Report on Form 10-Q for the period ended June 30, 2014)
4.2	XL Group plc Directors Stock & Option Plan (as amended and restated effective May 8, 2015) (incorporated by reference to Appendix A to XL Group’s Proxy Statement on Schedule 14A for the Annual General Meeting of Holders of Ordinary Shares held on May 8, 2015, filed on March 20, 2015)
4.3	Certificate of Incorporation of XL Group (incorporated by reference to Exhibit 3.2 to XL Group’s Current Report on Form 8-K, filed on July 1, 2010)
5.1*	Opinion of A&L Goodbody
23.1*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.2*	Consent of A&L Goodbody (included as part of Exhibit 5.1)
24.1*	Powers of Attorney (included on signature pages)
99.1*	Acceptance of Appointment of Puglisi & Associates as U.S. Agent for Service of Process
99.2	“Description of XL Group plc Share Capital” (incorporated by reference to the section so entitled of XL Capital Ltd’s Definitive Proxy Statement on Schedule 14A, filed on March 10, 2010)

* Filed herewith.

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EX-5.1

Exhibit 5.1

[A&L Goodbody Letterhead]

March 10, 2016

XL Group plc

XL House

8 St Stephen's Green

Dublin 2

Ireland

XL Group plc (the Company)

Dear Ladies and Gentlemen

We are acting as Irish counsel to the Company, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at 8, St. Stephen's Green, Dublin, DO2 VK30, Ireland.

We have examined the Company’s Form S-8 Registration Statement (number 333- ) (the Form S-8) which is to be filed by the Company with the United States Securities and Exchange Commission on or around the date of this letter, under the Securities Act of 1933 of the United States of America, as amended (the Securities Act). The Form S-8 relates to ordinary shares in the capital of the Company with a nominal value of US$0.01 per share (the Ordinary Shares) to be issued under the following equity incentive plan (the Plan):

◦ XL Group plc Directors Stock & Option Plan (as amended and restated effective May 8, 2015)

(the proposals and arrangements described in the Form S-8 being referred to in this letter as the Transaction).

1. Basis of Opinion

In connection with this letter, we have examined copies of the following:

1.1. the certificate of incorporation and certificate of incorporation on change of name and certificate of incorporation on re-registration as a public limited company of the Company and a certified copy of the up to date memorandum and articles of association of the Company;

1.2. the XL Group plc Directors Stock & Option Plan (as amended and restated as of May 8, 2015) (as sent to us via email in pdf or other electronic format);

1.3. final draft Form S-8 dated March 10 2016 (as sent to us via email in pdf or other electronic format);

1.4. extract of the minutes of a meeting of the board of directors of the Company held on February 19-20, 2015;

1.5. extract of the minutes of the Annual General Meeting of the Company held on May 8, 2015; and

1.6. letter of status dated March 10, 2016 from the Irish Companies Registration Office and legal searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on March 10, 2016 in respect of the Company

(together the Documents).

2. Assumptions

For the purpose of giving this opinion we have assumed:

2.1. the accuracy and completeness of all information on public records;

2.2. the completeness and authenticity of the draft of the Form S-8 dated March 10, 2016 and that the Form S-8 will be filed with the SEC in a form and content having no material differences to such draft;

2.3. the completeness and authenticity of all other Documents submitted to us as originals and the completeness and conformity to the originals of all copies of Documents of any kind furnished to us;

2.4. that the copy extract of the minutes of the meeting of the board of directors of the Company held on February 19-20, 2015and the copy extract of the minutes of the Annual General Meeting of the Company held on May 8, 2015 produced to us are true copies of the minutes, correctly record the proceedings of the meeting to which they relate and the resolutions passed and/or the subject matter which the minutes purport to record, that the resolutions contained in the minutes are in full force and effect and that no further resolutions have been passed (whether by the board of directors of the Company or a committee of such board or the shareholders of the Company) or corporate or other action taken which would or might alter the effectiveness thereof;

2.5. that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transaction as disclosed by the Documents;

2.6. that the Company has entered into the Transaction and will issue all Ordinary Shares in good faith and on arm’s length terms, for its legitimate and bona fide business purposes, that any Ordinary Shares issued in accordance with the Form S-8 will be paid up in consideration of the receipt by the Company from the party to whom the Ordinary Shares are issued, prior to, or simultaneously with, the issue of Ordinary Shares, of cash and/or other consideration at least equal to the nominal value of such Ordinary Shares and that the Company derives and will at all times derive commercial benefit from the Transaction and the issue of the Ordinary Shares commensurate with the risks undertaken by it in the Transaction and in relation to the issue of the Ordinary Shares and that all Ordinary Shares when issued will be fully paid up, including as to any premium thereon;

2.7. the absence of fraud and the presence of good faith on the part of the Company under the Form S-8 and their respective officers, employees, agents and advisers in respect of the Transaction and any issue of Ordinary Shares or other securities described in the Form S-8;

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2.8. that (a) the Company will be fully solvent at the time of and immediately following the filing of the Form S-8 and upon the issue of any Ordinary Shares; (b) the Company would not as a consequence of doing any act or thing which the Form S-8 or any issue of the Ordinary Shares contemplates, permits or requires the Company to do, be insolvent; (c) no resolution or petition for the appointment of a liquidator or examiner has been passed or presented in relation to the Company and none will be passed or presented prior to the issue of any Ordinary Shares; and (d) no receiver has been appointed in relation to any of the assets or undertaking of the Company and none will be appointed prior to the issue of any Ordinary Shares;

2.9. no authorisations, approvals, licences, exemptions or consents of governmental or regulatory authorities with respect to the agreements or arrangements referred to in the Form S-8 or with respect to any issue of the Ordinary Shares are or will be required to be obtained;

2.10. that the Ordinary Shares will conform with the descriptions and restrictions contained in the Form S-8 (including any document incorporated therein by reference), subject to such changes as may be required in order to comply with any requirement of Irish law and that any selling restrictions contained therein have been and will be at all times observed;

2.11. that the representations, warranties and undertakings contained in the Form S-8 are true and correct and that the Company will at all times comply with its obligations under, and the representations, warranties and undertakings contained in, the Form S-8 and the agreements and arrangements referred to in the Form S-8 and all other agreements and arrangements relating to the issue of the Ordinary Shares;

2.12. that the Ordinary Shares will not be issued by the Company unless there are, at that time, sufficient numbers of authorised but unissued Ordinary Shares in the Company’s capital and that, at the time of the issue, there are subsisting valid authorities given by the Company’s shareholders or under the Company’s articles of association pursuant to the Irish Companies Acts (including without limitation any authorities required pursuant to sections 1021, 1022 and 1023 of the Companies Act 2014);

2.13. that the Company will have the necessary power and authority, and all necessary corporate and other action will have been taken, to enable it to issue the Ordinary Shares and to execute, deliver and perform the obligations undertaken by it in relation thereto to which it is party, and the implementation by the Company of the foregoing will:

2.13.1. not cause any limit on it or on its directors (whether imposed by the documents constituting the Company or by statute or regulation) to be exceeded or any terms of any agreement, contract or undertaking binding on it or its assets to be breached;

2.13.2. not cause any law (including public policy) or order of any jurisdiction to be contravened; and

2.13.3. comply in all respects with the provisions of the Companies Act 2014.

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2.14. that at the time of issue of the Ordinary Shares, the issue of, and terms applicable to, the Ordinary Sharesand the registration of the Ordinary Shares will not violate any law applicable to the Company;

2.15. without having made any investigation, that the terms of the Plan are lawful and fully enforceable under the laws of any other applicable jurisdiction other than the laws of Ireland; and

2.16. that none of the resolutions and authorities of the directors of the Company or of the shareholders of the Company on which we have relied or the Plan have been varied, amended or revoked in any respect or will have expired at the time of issue of the relevant Ordinary Shares and that all options or other rights over Ordinary Shares will be granted and all Ordinary Shares will be issued in accordance with such resolutions and authorities.

3. Opinion

Based on the foregoing and the qualifications contained in paragraph 4 of this letter, we are of the opinion that:

3.1. the Company is a public company limited by shares, is duly incorporated and validly existing under the law of Ireland and has the requisite corporate authority to issue the Ordinary Shares; and

3.2. those Ordinary Shares referred to in the Form S-8, when issued, allotted and fully paid for as contemplated in, and in accordance with, the Form S-8, will be duly authorised, and upon receipt of any necessary approval of the board of directors of the Company or a duly authorised committee thereof for their allotment and issue, validly issued, fully paid and not subject to calls for any additional payment.

4. Qualifications

The opinions set forth in this opinion letter are given subject to the following qualifications:

4.1. We are admitted to practise law only in Ireland (excluding Northern Ireland) and accordingly, we express no opinion on the laws of any jurisdiction other than the laws (and the interpretation thereof) of Ireland (excluding Northern Ireland) in force as at the date hereof. This opinion is strictly confined to the matters expressly stated at paragraph 3 above, the Ordinary Shares as described in the Form S-8 and the searches referred to at paragraph 1.6 above and in particular no opinion is given in relation to any of the Company’s Form S-8 Registration Statements or Post Effective Amendments or any other SEC filings or any matters referred to therein.

4.2. where any shareholder resolutions have been passed amending the number of Ordinary Shares in the Company which can be issued pursuant to the Plan, a resolution of the board of the Company must be passed (a) amending the Plan provisions to give effect to such shareholder resolutions and (b) ratifying any option grants made or Ordinary Shares issued under the increased Plan limits since the date of the shareholder resolutions, as necessary (if such board resolutions have not already been passed) and particular issues of Ordinary Shares pursuant to

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the Directors Plan should be approved by a resolution of the board of directors of the Company or a duly authorised committee thereof or a person so authorised by one of them;

4.3. this opinion is given subject to general provisions of Irish law relating to insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court schemes of arrangement, administration and examination, and the fraudulent preference of creditors and other Irish law generally affecting the rights of creditors;

4.4. a determination, description, calculation, opinion or certificate of any person as to any matter provided for in the agreements and arrangements referred to in the Form S-8 or any other agreements or arrangements relating to the Ordinary Shares or their issue might be held by the Irish courts not to be final, conclusive or binding if it could be shown to have an unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;

4.5. an order of specific performance or any other equitable remedy is a discretionary remedy and is not available when damages are considered to be an adequate remedy;

4.6. claims may become barred under relevant statutes of limitation if not pursued within the time limited by such statutes;

4.7. claims may be or become subject to defences of set-off or counter-claim;

4.8. an Irish court has power to stay an action where it is shown that there is some other forum having competent jurisdiction which is more appropriate for the trial of the action, in which the case can be tried more suitably for the interests of all the parties and the ends of justice and where staying the action is not inconsistent with Council Regulation 2001/44/EC;

4.9. the enforceability of severance clauses is at the discretion of the court and may not be enforceable in all circumstances;

4.10. a waiver of all defences to any proceedings may not be enforceable;

4.11. provisions in any of the agreements or arrangements referred to in the Form S-8 or any other agreements or arrangements relating to the Ordinary Shares or their issue providing for indemnification resulting from loss suffered on conversion of the amount of a claim made in a foreign currency into euro in a liquidation may not be enforceable;

4.12. an Irish court may refuse to give effect to undertakings contained in any of the agreements or arrangements referred to in the Form S-8 or any other agreements or arrangements relating to the Ordinary Shares or their issue that the Company will pay legal expenses and costs in respect of any action before the Irish courts;

4.13. the searches referred to in paragraph 1.6 above do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company.

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5. Consent

We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission as an exhibit to the Form S-8 and to the references to our firm under the heading “Exhibits”. In giving this consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder. We assume no obligation to advise you or any other person, or make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

This opinion is to be interpreted in accordance with, and governed by, the laws of Ireland and speaks only of its date.

Yours faithfully

/s/ A&L Goodbody

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2016 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in XL Group plc's Annual Report on Form 10‑K for the year ended December 31, 2015.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, NY
March 10, 2016

EX-99.1

Exhibit 99.1

[Puglisi & Associates Letterhead]

March 10, 2016

Cahill Gordon & Reindel LLP80 Pine Street
New York, NY 10005-1702

Re: Registration Statement on Form S-8 of XL Group plc (the “Registration Statement”)

Ladies and Gentlemen:

Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711, hereby accepts its appointment as agent for service of process for XL Group plc, in connection with the Registration Statement.

Any process received by us will be forwarded to:

XL Group plc
Attn: Kirstin Gould

XL Group

100 Washington Boulevard, 6^th Floor

Stamford, CT 06902

203-964-3595

(441) 294-7307 (facsimile)

We acknowledge receiving $100.00 as payment for the first year of this appointment, which is renewable annually.

Our acceptance of this designation and our continued representation is contingent upon our receipt of timely payment of our charges for this service.

Very truly yours,

Puglisi & Associates

/s/ Greg Lavelle

Greg Lavelle

Managing Director