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 27, 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 incorporation)	(Commission File Number)		(IRS Employer 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):

□ 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))

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

On October 27, 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 Suzanne B. Labarge to the Board. Ms. Labarge has been elected as a Class II Director and as such will be standing for re-election at the Company's 2012 annual general meeting of shareholders. Ms. Labarge has been named to the Audit and Risk and Finance Committees 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, Ms. Labarge entered into such an indemnification agreement on October 27, 2011. There are no arrangements or understandings between Ms. Labarge and any other person pursuant to which she 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 Ms. Labarge 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 authorized the grant to Ms. Labarge of options to purchase 5,000 of the Company's ordinary shares at an exercise price equal to the last reported sale price of the Company's ordinary shares on November 4, 2011, which is the first trading day in the Company’s next open window period. The options granted to Ms. Labarge have a term of ten years and are fully exercisable as of the date of grant. The Board also approved a grant to Ms. Labarge of fully vested ordinary 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 2011 and April 2012.  The number of Shares to be granted will be determined using the last reported sale price of the Company’s ordinary shares on November 4, 2011.

In addition, the Company has also agreed to pay Ms. Labarge 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 2012 annual general meeting of shareholders.

The press release issued by the Company on October 27, 2011 announcing the election of Ms. Labarge 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 the Appointment of Suzanne B. Labarge to its Board of Directors”) dated October 27, 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: October 31, 2011

XL Group plc
  (Registrant)

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

EX-99.1

Exhibit 99.1

XL House
One Bermudiana Road
Hamilton HM 08
PO Box HM 2245
Hamilton HM JX
Bermuda
Phone      +1 441 292 8515
Fax           +1 441 292 5280
xlgroup.com

  Contact:        David Radulski
Investor Relations
+1 441 294 7460   Carol Parker Trott Media Relations +1 441 294 7290

XL GROUP PLC ANNOUNCES THE APPOINTMENT OF

SUZANNE B. LABARGE TO ITS BOARD OF DIRECTORS

Hamilton, Bermuda – October 27, 2011 - XL Group plc (“XL” or the “Company”) (NYSE: XL) today announced that Suzanne B. Labarge has joined the Company’s Board of Directors.

A native of Ottawa, Canada, Ms. Labarge is a former Vice Chairman and Chief Risk Officer of Royal Bank of Canada (RBC Financial Group) where she was responsible for the management of enterprise-wide risk and served on the executive management committee, providing leadership for the overall strategic direction of RBC Financial Group.

During her 25 years with Royal Bank of Canada, Ms. Labarge held a variety of roles within commercial and corporate lending, internal audit, and corporate treasury before assuming responsibility for risk management.

During her career, Ms. Labarge has also served the Canadian government as an assistant auditor-general and as deputy superintendent of the Office of the Superintendent of Financial Institutions Canada.

Ms. Labarge has a Bachelor of Arts degree in economics from McMaster University and a Master of Business Administration degree from the Harvard Business School. In addition to serving on the Board of Governors for McMaster University and as a member of the Supervisory Board of Deutsche Bank AG, a global investment bank, she also served as a director and chair of the audit committee for Novelis, Inc., a Canadian producer of aluminum products until May 2007. From 2007, Ms. Labarge has served on the board, and currently chairs the audit committee, of Coca-Cola Enterprises, Inc.

 

Commenting on the appointment, XL’s Chairman, Robert Glauber, said: “We are delighted to have Suzanne join the XL Board. She not only possesses a wealth of knowledge and experience in enterprise risk and financial management, she also has a deep knowledge of compliance best practices. We look forward to Suzanne’s future contributions to our Board given the breadth and depth of her experience.”

About XL Group plc

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 throughout the world. XL is the company clients look to for answers to their most complex risks and to help move their world forward. Its principal offices are located at No.1 Hatch Street Upper, 4^th Floor, Dublin 2, Ireland. To learn more, visit www.xlgroup.com

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