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

RSA INSURANCE GROUP PLC R(1) or (iii) a disclosure
made 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

PAUL WHITTAKER 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

HOLDING IN RESPECT OF THE PERSON NAMED IN BOX 3 or financial 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

N/A taken 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

N/A taken 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) 20. Description of shares or debentures involved (class and number)
for grant of the option

ORDINARY SHARES OF 27.5p

N/A
PURCHASE OF 43,517 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
SHARE OPTIONS: 1,301,291
be fixed at the time of
LTIP: 1,659,084 (INCLUDES AWARDS GRANTED IN 2006, 2007 AND 2008)
exercise
(SEE BOX 23)

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

THE SHARES REFERRED TO IN
JULIA POSSENER: 020 7111 7000
BOX 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

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