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

MARK CHAMBERS 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, DEFERRED SHARES WILL VEST ON 6 APRIL 2012. SEE BOX 23.

SEE BOX 23
19. Total amount paid (if any) for 20. Description of shares or debentures involved (class and number)
grant of the option

ORDINARY SHARES OF 27.5p

N/A
PURCHASE OF 35,397 ORDINARY SHARES (SEE BOX 23).
21. Exercise price (if fixed at 22. Total number of shares or debentures over which options held following notification
time of grant) or indication
that price is to be fixed at
SHARE OPTIONS: 21,466
the time of exercise
LTIP: 1,367,425 (INCLUDES AWARDS GRANTED IN 2006, 2007 AND 2008)

(SEE BOX 23)

N/A
23. Any additional information 24. Name of contact and telephone number for queries

THE SHARES REFERRED TO IN BOX
JULIA POSSENER: 020 7111 7000
20 ARE IN RESPECT OF THE
PURCHASE OF VOLUNTARY DEFERRED
SHARES MADE UNDER THE RULES OF
THE COMPANY`S LONG TERM
INCENTIVE PLAN (LTIP). THE
PERSON DISCHARGING MANAGERIAL
RESPONSIBILITY ACQUIRED AN
INTEREST IN THE SHARES ON 3
APRIL 2009 AT A PRICE OF
127.6184 PENCE PER SHARE. THE
SHARES WERE ACQUIRED BY THE
COMPANY`S TRUSTEE FOR AWARDS TO
BE MADE ON 6 APRIL 2009.

AWARDS GRANTED IN 2007 AND
2008 UNDER THE LTIP (SEE BOX
22) INCLUDE THE MAXIMUM AWARD
AVAILABLE TO THE PARTICIPANT.
THE ACTUAL NUMBER OF SHARES TO
BE DELIVERED WILL BE DEPENDANT
UPON THE SATISFACTION OF
PERFORMANCE CRITERIA.

PERFORMANCE CONDITIONS FOR THE
AWARDS GRANTED IN 2006 UNDER
THE LTIP HAVE BEEN SATISFIED
AND THE MAXIMUM NUMBER OF
SHARES WILL VEST ON 12 JUNE
2009 (SEE BOX 22).

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