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RSA: RSA Insurance Group Plc: Director/PDMR Shareholding

  RSA: RSA Insurance Group Plc: Director/PDMR Shareholding

UK Regulatory Announcement

LONDON

                           RSA Insurance Group plc

   Transactions in shares by Persons Discharging Managerial Responsibility
                                  (“PDMRs”)

                        Ordinary Shares of 27.5p each

                                11 April 2013

RSA Insurance Group plc (the “Company”) received notification on 11 April
2013, of the following transactions in its ordinary shares of 27.5p each
(“Ordinary Shares”) by PDMRs.

On 7 April 2013, awards granted on 7 April 2010 under the Company’s Long Term
Incentive Plan (“LTIP”) vested in the amounts shown following the assessment
of performance and employment conditions to which they were subject. On 9
April 2013, the following shares were sold at a price of £1.087 per share:

                                              Number of
                         Number of shares     shares         Number of shares
Name of PDMR            vested on 7 April                 retained
                         2013                 sold 9 April
                                              2013^1
Adrian Brown             508,069              216,266        291,803
Paul Donaldson           105,651              47,986         57,665
Vanessa Evans            118,522              48,948         69,574
Mike Holliday-Williams   153,172              62,938         90,234
Simon Lee^2              708,417              299,096        409,321
Tim Mitchell             454,470              192,197        262,273
Caroline Ramsay          105,292              105,292        0
Rowan Saunders           324,738              173,656        151,082
David Weymouth           401,646              181,996        219,650
Paul Whittaker           589,586              589,586        0

^1 All PDMR’s sold sufficient shares to cover their tax liabilities and
retained the balance of the shares vested save for Caroline Ramsay and Paul
Whittaker who sold the entire number of shares vested and Rowan Saunders who
sold shares to cover tax plus an additional sale of shares vested under the
2010 LTIP grant.

^2 Simon Lee transferred the remaining balance of his vested shares, totalling
409,321 shares to his spouse, Fiona Lee. Mrs Lee’s shares are held through
Greenwood Nominees Limited.

This announcement is made following notifications made in accordance with
Disclosure and Transparency Rule 3.1.4R.

The transactions were carried out in London.

                                   --ENDS--

Enquiries to:

John Mills, Deputy Group Company Secretary

RSA Insurance Group plc

Tel: +44 (0) 20 7111 7000

Contact:

RSA Insurance Group Plc