REG-RSA Insurance Group Plc Director/PDMR Shareholding

LONDON--(Business Wire)--

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY AND CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).

(1) An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating to the
shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a
director/person discharging managerial responsibilities should complete boxes 1
to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should complete
boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24

Please complete all relevant boxes in block capital letters.

1. Name of issuer 2. State whether the notification
relates to (i) a transaction

notified in accordance with DTR

3.1.2 R, (ii) a disclosure made

in accordance with LR 9.8.6

R(1) or (iii) a disclosure made

RSA INSURANCE GROUP PLC in accordance with section 793
of the Companies Act (2006).

(i)
3. Name of person discharging managerial responsibilities / director 4. State whether notification
relates to a person connected

with a person discharging

managerial

ADRIAN BROWN responsibilities/director named
in 3 and identify the connected
person

N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest3 6. Description of shares
(including class), debentures

or derivatives or financial

HOLDING IN RESPECT OF THE PERSON NAMED IN BOX 3 instruments relating to shares

N/A
7. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them 8. State the nature of the
transaction

PERSON NAMED IN BOX 3

N/A
9. Number of shares, debentures or financial instruments relating to shares acquired 10. Percentage of issued class
acquired (treasury shares of

that class should not be taken

N/A into account when calculating
percentage)

N/A
11. Number of shares, debentures or financial instruments relating to shares disposed 12. Percentage of issued class
disposed (treasuryshares of

that class should not be taken

N/A into account when calculating
percentage)

N/A
13. Price per share or value of transaction 14. Date and place of transaction

N/A
N/A
15. Total holding following notification and total percentage holding following notification (any treasuryshares should not be taken into account when calculating percentage) 16. Date issuer informed of
transaction

N/A

N/A

If a persondischarging managerial responsibilities has been granted options by
the issuer complete the following boxes

17. Date of grant 18. Period during which or date on which it can be exercised

UNDER NORMAL CIRCUMSTANCES, SHARE AWARDS WILL VEST ON 6 APRIL 2012. SEE BOX 23.

6 APRIL 2009
19. Total amount paid (if any) for grant of the option 20. Description of shares or debentures involved (class and number)

ORDINARY SHARES OF 27.5p

N/A

THESE AWARDS RELATE TO THE COMPANY`S LONG TERM INCENTIVE PLAN (LTIP)

VOLUNTARY DEFERRED SHARES - MAXIMUM MATCH: 90,868

COMPULSORY DEFERRED SHARES: 36,937

COMPULSORY DEFERRED SHARES - MAXIMUM MATCH: 92,342

PERFORMANCE SHARES: 332,120
21. Exercise price (if fixed at time of grant) or indication 22. Total number of shares or debentures over which options held following notification
that price is to be fixed at the time of exercise

SHARE OPTIONS: 208,248

N/A

LTIP: 1,812,723

(SEE BOX 23)
23. Any additional information 24. Name of contact and telephone number for queries

THE AWARDS GRANTED UNDER THE LTIP
JULIA POSSENER : 020 7111 7000
INCLUDE THE MAXIMUM AWARD AVAILABLE
TO THE PARTICIPANT. THE ACTUAL NUMBER
OF SHARES TO BE DELIVERED WILL BE
DEPENDENT UPON THE SATISFACTION OF
PERFORMANCE CRITERIA.

25. Name and signature of duly authorised officer of issuer responsible for making this notification

JULIA POSSENER, DEPUTY GROUP COMPANY SECRETARY

Date of notification : 7 APRIL 2009

RSA Insurance Group Plc

Copyright Business Wire 2009