Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hendrick Gregory
2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2010
3. Issuer Name and Ticker or Trading Symbol
XL GROUP PLC [XL]
(Last)
(First)
(Middle)
XL HOUSE, ONE BERMUDIANA ROAD
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 Original Filed(Month/Day/Year)
(Street)

HAMILTON, D0 HM 11
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hendrick Gregory
XL HOUSE
ONE BERMUDIANA ROAD
HAMILTON, D0 HM 11
      Executive Vice President  

Signatures

John Kelly, Attorney-in-Fact for Gregory Hendrick 11/05/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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