FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Robb Stephen   2. Issuer Name and Ticker or Trading Symbol XL GROUP PLC [XL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Corporate Controller (Last) (First) (Middle) 100 WASHINGTON BLVD 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2014 (Street) STAMFORD, CT 06902 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price XL Ordinary Shares 02/28/2014   A   3,404 (1) A $ 0 18,662 D   XL Ordinary Shares 02/28/2014   F   1,160 (2) D $ 30.4 17,502 D   XL Ordinary Shares 02/28/2014   M   3,569 (3) A $ 0 (4) 21,071 D   XL Ordinary Shares 02/28/2014   M   213 (5) A $ 0 (6) 21,284 D   XL Ordinary Shares 02/28/2014   F   1,266 (7) D $ 30.4 20,018 D   XL Ordinary Shares 02/28/2014   M   4,448 (8) A $ 0 24,466 D   XL Ordinary Shares 02/28/2014   M   169 (9) A $ 0 24,635 D   XL Ordinary Shares 02/28/2014   F   1,573 (10) D $ 30.4 23,062 D   XL Ordinary Shares 02/28/2014   M   4,801 (11) A $ 0 27,863 D   XL Ordinary Shares 02/28/2014   M   87 (12) A $ 0 27,950 D   XL Ordinary Shares 02/28/2014   F   1,665 (10) D $ 30.4 26,285 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	02/28/2014		A		13,570		(13)	(13)	Ordinary Shares	13,570	(4)	13,570	D
Restricted Stock Units	(4)	02/28/2014		M			3,569	(14)	(14)	Ordinary Shares	3,569	(4)	0	D
Dividend Equivalent Rights	(6)	02/28/2014		M			213	(6)	(6)	Ordinary Shares	213	(6)	0	D
Restricted Stock Units	(4)	02/28/2014		M			4,448	(15)	(15)	Ordinary Shares	4,448	(4)	4,448	D
Dividend Equivalent Units	(6)	02/28/2014		M			169	(6)	(6)	Ordinary Shares	169	(6)	169	D
Restricted Stock Units	(4)	02/28/2014		M			4,801	(16)	(16)	Ordinary Shares	4,801	(4)	9,602	D
Dividend Equivalent Units	(6)	02/28/2014		M			87	(6)	(6)	Ordinary Shares	87	(6)	176	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Robb Stephen 100 WASHINGTON BLVD STAMFORD, CT 06902			Corporate Controller

Signatures

Hannah Orowitz, Attorney in Fact for Stephen Robb		03/04/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Represents settlement of long-term incentive award performance units for the 2011-2013 performance cycle.
(2)	Shares disposed of represent withholding to satisfy tax obligations on vesting of long-term incentives for the 2011-2013 performance cycle.
(3)	Shares acquired in relation to the 2011 restricted stock unit award vesting.
(4)	Each restricted stock unit represents a contingent right to recieve one XL ordinary share.
(5)	Shares acquired in relation to the 2011 dividend equivalent units award vesting.
(6)	Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued as dividends were paid on XL ordinary shares and vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one XL ordinary share.
(7)	Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
(8)	Shares acquired in relation to the 2012 restricted stock unit award vesting.
(9)	Shares acquired in relation to the 2012 dividend equivalent units award vesting.
(10)	Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
(11)	Shares acquired in relation to the 2013 restricted stock unit award vesting.
(12)	Shares acquired in relation to the 2013 dividend equivalent unit award vesting.
(13)	Restricted stock units granted on February 28, 2014 vest in three equal annual installments on each anniversary of the grant date (February 28, 2015, 2016 and 2017), provided the reporting person's employment continues through such vesting dates.
(14)	Restricted stock units granted on February 28, 2011 vest in three equal annual installments on each anniversary of the grant date (February 28, 2012, 2013 and 2014), provided the reporting person's employment continues through such vesting dates.
(15)	Restricted stock units granted on February 28, 2012 vested in three equal annual installments on each anniversary of the grant date (February 28, 2013, 2014 and 2015), provided the reporting person's employment continues through such vesting dates.
(16)	Restricted stock units granted on February 28, 2013 will vest in three equal annual installments on each anniversary of the grant date (February 28, 2014, 2015 and 2016), provided the reporting person's employment continues through such vesting dates.

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