SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hendrick Gregory

(Last)

(First)

(Middle)

XL HOUSE

ONE BERMUDIANA ROAD

(Street)

HAMILTON

HM 11

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2010

3. Issuer Name and Ticker or Trading Symbol
XL GROUP PLC [ XL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares	50,025	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to buy)	05/01/2009⁽¹⁾	05/01/2019	Class A Common Shares	50,000	$9.84	D
Employee Stock Option (Right to buy)	08/11/2008⁽²⁾	08/11/2018	Class A Common Shares	40,000	$19.62	D
Employee Stock Option (Right to buy)	02/21/2008⁽³⁾	02/21/2018	Class A Common Shares	35,000	$36.9	D
Employee Stock Option (Right to buy)	03/04/2005⁽⁴⁾	03/04/2015	Class A Common Shares	15,000	$75.48	D
Employee Stock Option (Right to buy)	03/05/2004⁽⁴⁾	03/05/2014	Class A Common Shares	20,000	$77.1	D
Employee Stock Option (Right to buy)	03/07/2003⁽⁴⁾	03/07/2013	Class A Common Shares	15,000	$68.62	D
Employee Stock Option (Right to buy)	03/08/2002⁽⁴⁾	03/08/2012	Class A Common Shares	20,000	$93	D
Employee Stock Option (Right to buy)	03/09/2001⁽⁴⁾	03/09/2011	Class A Common Shares	19,500	$80	D
Dividend Equivalent Rights	⁽⁵⁾	⁽⁵⁾	Class A Common Shares	444.46	⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Class A Common Shares	27,368	⁽⁷⁾	D

Explanation of Responses:

1. The option is exercisable in three equal annual installments. The first installment vested and became exercisable on May 1, 2010, and the next two installments will vest and become exercisable on May 1, 2011 and May 1, 2012.

2. The option will cliff vest and become exercisable on 8/11/2011

3. The option is exercisable in three equal annual installments. The first and second installments vested became exercisable on February 21, 2009 and February 21, 2010, respectively. The final installment will vest and become exercisable on February 21, 2011.

4. The option award is fully vested and exercisable as of filing date

5. Dividend equivalent rights accrued on 2010 restricted stock unit award. Dividends will vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one share of XL common stock

6. Restricted Stock Units will vest in three equal annual installments, beginning February 28, 2011, provided the reporting person's employment continues through such vesting dates

7. Each restricted stock unit represents a contingent right to recieve one share of XL common stock.

Remarks:

	John Kelly, Attorney-in-Fact for Gregory Hendrick	11/05/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.