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): February 24, 2011

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

Ireland	1-10804	98-0665416
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

No. 1 Hatch Street Upper, 4th Floor, Dublin, Ireland	2
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +353 (1) 405-2033

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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On February 24, 2011, the Board of Directors (the "Board") of XL Group plc (the "Company" or "XL"), acting upon the recommendation of its Nominating, Governance and External Affairs Committee, elected Ramani Ayer to the Board. In accordance with the Company’s Articles of Association, which provide for a newly appointed director to constitute a member of the class represented by the person that he replaces and for each class of directors to consist as nearly as possible of one-third of the total number of directors, Mr. Ayer replaces Mr. Hutton as a Class II director. Mr. Ayer will be standing for re-election at the Company’s 2012 annual general meeting of shareholders. Mr. Ayer has been named to the Management Development and Compensation Committee and the Risk and Finance Committee of the Board.

As disclosed in the Form 8-K12B relating to the Company’s redomestication to Ireland, filed with the Securities and Exchange Commission on July 1, 2010, all other directors and the secretary of the Company have entered into indemnification agreements with XL Group Ltd.; accordingly, Mr. Ayer entered into such an indemnification agreement on February 24, 201l. There are no arrangements or understandings between Mr. Ayer 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 election of Mr. Ayer as a director of the Company, and pursuant to the terms of the Company's Amended & Restated Directors Stock & Option Plan, the Board authorized the grant to Mr. Ayer of options to purchase 5,000 of the Company's ordinary shares at an exercise price of $22.97 per ordinary share, which was equal to the last reported sale price of the Company's ordinary shares on February 24, 2011. The options granted to Mr. Ayer have a term of ten years and are fully exercisable as of the date of grant.

In addition, the Company has also agreed to pay Mr. Ayer a retainer fee equal to the pro rata cash portion of the annual retainer fee payable to non-employee members of the Board until the Company's 2011 annual general meeting of shareholders.

The press release issued by the Company on February 24, 2011 announcing the election of Mr. Ayer to the Board is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01.      Financial Statements and Exhibits.

(d)      Exhibits.      The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release (“XL Group plc Announces Appointment of Ramani Ayer to its Board
	of Directors”) dated February 24, 2011.

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: February 28, 2011

XL Group plc
By:	/s/ Kirstin R. Gould
	Name: Kirstin R. Gould
	Title:   General Counsel and Secretary

EX-99.1

Exhibit 99.1

XL Group plc
XL House
One Bermudiana Road
Hamilton HM 08
Bermuda
Phone (441) 292-8515
Fax      (441) 292-5280

Press Release

Contact:	David Radulski	Carol Parker Trott
	Investor Relations	Media Relations
	(441) 294-7460	(441) 294-7290

XL GROUP PLC ANNOUNCES APPOINTMENT OF RAMANI AYER TO ITS BOARD OF DIRECTORS

Hamilton, Bermuda – February 24, 2011 - XL Group plc (NYSE: XL) (“XL” or the “Company”) announced today that Ramani Ayer has joined the Company’s Board of Directors.

Mr. Ayer is the former Chairman and Chief Executive Officer of The Hartford Financial Services Group, Inc. ("The Hartford"). He retired in October 2009 after spending more than 12 years in those positions. In that time he built The Hartford into a recognized leader in Property & Casualty Insurance and Life and Investment Products. The Hartford's Property and Casualty franchise is a market leader with $10 billion of premiums across Personal, Commercial and Specialty lines of insurance.

During his 36-year career with The Hartford, Mr. Ayer held progressively senior roles including Staff Assistant to The Hartford’s Chairman and CEO from 1979 to 1980, Executive Vice President of Hartford Reinsurance Management Co. from 1980 to 1984, President of Hartford Specialty Company from 1984 to 1990, and President of Hartford Property Casualty Company from 1990 to 1997.

Further to his contributions at The Hartford, Mr. Ayer is the former Chairman of the American Insurance Association, the Property & Casualty CEO Roundtable, and the Insurance Services Office. He is currently a member and past Chairman of the Hartford Hospital, as well as a board member of the Maharishi University Management and the David Lynch Foundation.

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Mr. Ayer has a PhD and Master of Science degree in Chemical Engineering from Drexel University and a Bachelor of Technology degree in Chemical Engineering from Indian Institute of Technology.

Commenting on the appointment, XL’s Chairman Robert Glauber said: “We welcome Ramani to the XL Board. His vast knowledge and industry experience complement the existing expertise of the Board and will benefit the Company as XL continues to build on its solid foundation, global platform, and depth of underwriting talent.”

XL Group plc, through its subsidiaries, is a global insurance and reinsurance company providing property, casualty, and specialty products to industrial, commercial, and professional firms, insurance companies and other enterprises on a worldwide basis. Its principal executive offices are located at No. 1 Hatch Street Upper, 4th Floor, Dublin 2, Ireland. More information about XL Group plc is available at www.xlgroup.com.

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