8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2017

XL GROUP LTD

(Exact name of registrant as specified in its charter)

Bermuda	1-10804	98-1304974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

O'Hara House, One Bermudiana Road, Hamilton, Bermuda	HM 08
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:(441) 292-8515

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 26, 2017, the Board of Directors of the Company (the “Board”), acting upon the recommendation of its Nominating, Governance and External Affairs Committee, appointed James Nevels to the Board, effective immediately. He has been named to the Audit Committee, the Nominating, Governance and External Affairs Committee and to the Risk and Finance Committee of the Board.

Like all other directors of the Company, Mr. Nevels entered into indemnification agreements with the Company and XLIT Ltd. effective October 26, 2017. There are no arrangements or understandings between Mr. Nevels and any other person pursuant to which he was selected to serve as a director. No information called for by Item 404(a) of Regulation S-K is required to be disclosed herein.

In connection with the appointment of Mr. Nevels as a director of the Company, and pursuant to the terms of the Company's Amended & Restated Directors Stock & Option Plan (the "Plan"), the Board approved a grant to Mr. Nevels on October 26, 2017 of fully vested common shares equal to the pro-rated portion of the value of the annual equity award granted to non-employee members of the Board for their service between May 2017 and April 2018. The number of Shares to be granted will be determined using the last reported sale price of the Company’s common shares on October 26, 2017.

In addition, the Company has also agreed to pay Mr. Nevels a retainer fee equal to the pro rata cash portion of the annual Board and Audit Committee retainer fees payable to non-employee members of the Board and Audit Committee, respectively, until the Company's 2018 annual general meeting of shareholders.

The press release issued by the Company on October 26, 2017 announcing the appointment of Mr. Nevels to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d)    Exhibits. The following are filed herewith:

Exhibit No.	Description
99.1	Press Release ("XL Group Ltd Announces Appointment of James Nevels to Board of Directors"), dated October 26, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:     October 26, 2017

XL Group Ltd

(Registrant)

By: /s/ Kirstin Gould

Name: Kirstin Gould    

Title: General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release ("XL Group Ltd Announces Appointment of James Nevels to Board of Directors"), dated October 26, 2017.

EX-99.1

Press Release	O'Hara House
	One Bermudiana Road
	Hamilton HM 08
	Bermuda
	Phone +1 441 292 8515
	Fax +1 441 294 7307
	www.xlgroup.com

Contact:	Abbe F. Goldstein, CFA	Christine M. Weirsky
	Investor Relations	Media Relations
	(203) 964-3573	(610) 968-9395

XL Group Ltd Announces Appointment of James E. Nevels to Board Of Directors

Hamilton, Bermuda Oct 26, 2017 - XL Group Ltd (“XL” or the “Company”) (NYSE: XL) today announced that James E. Nevels has joined the Company’s Board of Directors.

Mr. Nevels has extensive financial services and board experience, including as Chairman of The Swarthmore Group, an investment advisor firm he founded in 1991, and as Chairman (2009-2015) and Lead Independent Director (2015-2017) of The Hershey Company. He also served in senior roles at Prudential-Bache Securities and Smith Barney, Harris Upham & Co.

Mr. Nevels currently serves on the Boards of First Data and Alcoa Corporation, and as Lead Independent Director of WestRock. In addition, Mr. Nevels is currently a member of the Board of Trustees of PGA REACH, member of the Board of Trustees of Trout Unlimited and member of the Council on Foreign Relations. Previously he served on the board of several organizations, including The Hershey Company, The Hershey Trust Company, the Milton Hershey School, the Federal Reserve Bank of Philadelphia, the Marine Corps Heritage Foundation, and MMG Insurance Company, among others. Mr. Nevels is a cum laude and Phi Beta Kappa graduate of Bucknell University, he also earned an MBA from the Wharton School of the University of Pennsylvania and a J.D. degree from the University of Pennsylvania Law School.

Commenting on the appointment, XL’s Chairman, Eugene McQuade, said: “We are delighted to welcome Jim to XL’s Board of Directors. His exceptional knowledge of the investment industry and deep business and governance experience will be of tremendous benefit to the Company. We look forward to working with Jim and our talented teams to build on our strong market position and in realizing our future potential.”

About XL Group Ltd

XL Group Ltd (NYSE:XL), through its subsidiaries and under the XL Catlin brand, is a global insurance and reinsurance company providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world.  Clients look to XL Catlin for answers to their most complex risks and to help move their world forward.  To learn more, visit www.xlgroup.com.