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^*

Robb Stephen

(Last)

(First)

(Middle)

XL HOUSE

ONE BERMUDIANA ROAD

(Street)

HAMILTON

HM08

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2010

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)
	Corporate Controller

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)
Ordinary Shares	7,550	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)
Dividend Equivalent Rights	⁽¹⁾	⁽¹⁾	Ordinary Shares	320.29	⁽¹⁾	D
Employee Stock Option (Right to buy)	02/21/2008	02/21/2018	Ordinary Shares	10,000	$36.9	D
Employee Stock Option (Right to buy)	08/11/2008	08/11/2018	Ordinary Shares	10,000	$19.62	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Ordinary Shares	15,326	⁽³⁾	D

Explanation of Responses:

1. 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 XL ordinary share.

2. 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

3. Each restricted stock unit represents a contingent right to recieve one XL ordinary share.

Remarks:

	John Kelly, Attorney in Fact for Stephen Robb	02/18/2011
	** 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.