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, 2012

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):

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

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

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

o 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.

(b) On February 27, 2012, XL Group plc (the “Company”) announced that Dr. Ellen Thrower has decided to retire from the Board of Directors of the Company (the “Board”), effective as of February 24, 2012. The press release issued by the Company on February 27, 2012 announcing Dr. Thrower’s retirement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

(d) On February 24, 2012 the Board, acting upon the recommendation of its Nominating, Governance and External Affairs Committee, appointed Ms. Valerie Gooding to the Board. Ms. Gooding’s service as a director will become effective on April 26, 2012. In accordance with the Company’s Articles of Association, which provide for each class of directors to consist as nearly as possible of one-third of the total number of directors, Ms. Gooding has been appointed as a Class III Director and as such will be nominated for election at the Company’s 2013 annual general meeting of shareholders. She has been named to the Risk and Finance Committee and the Management Development and Compensation 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 XLIT Ltd. (formerly XL Group Ltd.); accordingly, Ms. Gooding will enter into such an indemnification agreement that will be effective on her commencement date. There are no arrangements or understandings between Ms. Gooding 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.

As Ms. Gooding’s service as a director of the Company will commence in April 2012, upon commencement she will be entitled, at the determination of the Board and pursuant to the terms of the Company’s Amended and Restated Directors Stock and Option Plan, to an initial option to purchase the Company’s ordinary shares, and will be entitled to any annual equity grant and retainer fee that will be awarded to directors in April 2012 for the 2012-2013 service period.

The press release issued by the Company on February 27, 2012 announcing the appointment of Ms. Gooding 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 exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release (“XL Group plc Announces the Appointment of Valerie F. Gooding to its Board of Directors”) dated February 27, 2012.

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 29, 2012

XL Group plc (Registrant)
By:	/s/ Kirstin Gould
	Name: Kirstin Gould
	Title:   General Counsel and Secretary

EX-99.1

Exhibit 99.1

	1 Hatch Street Upper Dublin 2, Ireland
	Phone	+353 (0)1 400 5500
	Fax	+353 (0)1 405 2033
	xlgroup.com

Press Release

Contact:	David Radulski	Carol Parker Trott
	Investor Relations	Media Relations
	(203) 964-3470	(441) 294-7290

XL GROUP PLC ANNOUNCES THE APPOINTMENT OF
VALERIE F. GOODING TO ITS BOARD OF DIRECTORS
Ellen E. Thrower to Retire from Board

Dublin, Ireland – February 27, 2012 - XL Group plc (“XL” or the “Company”) (NYSE: XL) today announced that Valerie F. Gooding has been appointed to the Company’s Board of Directors. Ms. Gooding’s appointment will become effective at the Company’s April board meeting.

For 10 years, Ms. Gooding served as the CEO of British United Provident Association (BUPA), a leading independent health insurer and provider, where she led a major expansion of the company. Under Ms. Gooding’s leadership, BUPA diversified its strategy and grew operations outside of the United Kingdom to include Australia, New Zealand, Spain, Saudi Arabia, Denmark and the United States. Prior to leading BUPA, Ms. Gooding spent more than 20 years at British Airways, where she held a number of positions, including head of sales and marketing, division director of business units and director of Asia Pacific.

Commenting on the appointment, XL’s Chairman, Robert Glauber, said: “We are delighted to have Val join the XL Board. As XL continues to execute its strategic growth ambitions, I believe that Val’s extensive and diverse global business experience will serve us well. We look forward to Val’s many contributions.”

Ms. Gooding, a citizen of the United Kingdom, currently serves as the non-executive chairman of the board of Premier Farnell plc and chairs the board’s nominating committee. She also sits on the board of Standard Chartered plc. She was formerly a director of the British Broadcasting Company (BBC), J. Sainsbury plc and BAA plc. Ms. Gooding’s extensive pro bono positions include acting as a Trustee and Deputy Chairman of the British Museum and as a Board member of the Association of British Insurers.

For services to business, Ms. Gooding was appointed a Commander of the Order of the British Empire (CBE) in 2002 and was previously recognized as one of Fortune magazine’s 50 Most Powerful Women in Business. She holds an honors degree from Warwick University.

The Company also announced that Ellen Thrower, who has served as an Independent Director of XL since 1995, will retire from the Board effective immediately. Mr. Glauber said: “We are most grateful to Ellen for her long service to XL, stretching out over more than 15 years. As she alters her professional focus, we can understand her decision to step down now. She has been a valuable presence, from her work on our Audit and Nominating, Governance & External Affairs committees, to the perspective she brought as the former Executive Director of St. John’s School of Risk Management, Insurance and Actuarial Science (from 2001-2010), her impact has been meaningful and will be missed.”

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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