RSA: RSA Insurance Group Plc: Director/PDMR Shareholding

  RSA: RSA Insurance Group Plc: Director/PDMR Shareholding

UK Regulatory Announcement


                           RSA Insurance Group plc

                               (the “Company”)

   Transactions in shares by Persons Discharging Managerial Responsibility

                        Ordinary Shares of 27.5p each

                                22 March 2013

The Company announces the following changes to the interests of PDMRs in the
Company’s Ordinary Shares of 27.5p each (“Ordinary Shares”).

On 21 March 2013, the following Ordinary Shares were purchased under The Royal
& Sun Alliance 2006 Long-Term Incentive Plan (“LTIP”) for PDMRs:

Name                No. of Voluntarily Invested Deferred Shares
Adrian Brown           33,225
Richard Houghton       34,336
Vanessa Evans          22,695
Caroline Ramsay        15,790
Simon Lee              64,760
Derek Walsh            24,996
Paul Whittaker         42,460

Annually, PDMRs are given the opportunity to voluntarily invest a proportion
of their annual cash bonus award into the LTIP. The Ordinary Shares acquired
with this investment, Voluntarily Invested Deferred Shares (“deferred
shares”), are held in trust by Capita Trustees Limited (“Capita”). These
deferred shares are released on the third anniversary of the grant date. They
can be removed from the trust before this date, but the individual will then
forfeit any associated performance-related matching award. Deferred shares are
not subject to performance conditions.

The deferred shares noted in the table above were purchased by Capita on
behalf of the participants on 21 March 2013 at a price of £1.169372 per
Ordinary Share.

This announcement is made following notifications made in accordance with
Disclosure and Transparency Rule 3.1.2R.

The transactions were carried out in London.

Enquiries to:

John Mills, Deputy Group Company Secretary

RSA Insurance Group plc

Tel: +44 (0) 20 7111 7000


RSA Insurance Group Plc
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