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Director/PDMR Shareholding

2nd Dec 2008 11:00

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

RSA INSURANCE GROUP PLC

2. STATE WHETHER THE NOTIFICATION RELATES TO (I) A TRANSACTION NOTIFIED IN ACCORDANCE WITH DR 3.1.4R(1)(A); OR

(II) DR 3.1.4(R)(1)(B) A DISCLOSURE MADE IN ACCORDANCE WITH SECTION 324 (AS EXTENDED BY SECTION 328) OF THE COMPANIES ACT 1985; OR

(III) BOTH (I) AND (II)

(III) BOTH

3. NAME OF PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES / DIRECTOR

MR SIMON PHILIP GUY LEE

4. STATE WHETHER NOTIFICATION RELATES TO A PERSON CONNECTED WITH A PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES/ DIRECTOR NAMED IN 3 AND IDENTIFY THE CONNECTED PERSON

FIONA LEE AND PERSON NAMED IN BOX 3

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

HOLDING IN RESPECT OF THE PERSONS NAMED IN BOXES 3 AND 4

6. DESCRIPTION OF SHARES (INCLUDING CLASS), DEBENTURES OR DERIVATIVES OR FINANCIAL INSTRUMENTS RELATING TO SHARES

ORDINARY SHARES OF 27.5P

7. NAME OF REGISTERED SHAREHOLDER(S) AND, IF MORE THAN ONE, THE NUMBER OF SHARES HELD BY EACH OF THEM

SIMON PHILIP GUY LEE: 306,358

FIONA LEE: 27,035

8. STATE THE NATURE OF THE TRANSACTION

SCRIP DIVIDEND PURCHASE OF ORDINARY SHARES OF 27.5P EACH

9. NUMBER OF SHARES, DEBENTURES OR FINANCIAL INSTRUMENTS RELATING TO SHARES ACQUIRED

SIMON PHILIP GUY LEE: 8,298

FIONA LEE: 515

10. PERCENTAGE OF ISSUED CLASS ACQUIRED (TREASURY SHARES OF THAT CLASS SHOULD NOT BE TAKEN INTO ACCOUNT WHEN CALCULATING PERCENTAGE)

LESS THAN 0.01%

11. NUMBER OF SHARES, DEBENTURES OR FINANCIAL INSTRUMENTS RELATING TO SHARES DISPOSED

N/A

12. PERCENTAGE OF ISSUED CLASS DISPOSED (TREASURY SHARES OF THAT CLASS SHOULD NOT BE TAKEN INTO ACCOUNT WHEN CALCULATING PERCENTAGE)

N/A

13. PRICE PER SHARE OR VALUE OF TRANSACTION

£1.4334

14. DATE AND PLACE OF TRANSACTION

28 NOVEMBER 2008 / LONDON

15. TOTAL HOLDING FOLLOWING NOTIFICATION AND TOTAL PERCENTAGE HOLDING FOLLOWING NOTIFICATION (ANY TREASURY SHARES SHOULD NOT BE TAKEN INTO ACCOUNT WHEN CALCULATING PERCENTAGE)

342,206 / 0.01%

16. DATE ISSUER INFORMED OF TRANSACTION

1 DECEMBER 2008

IF A PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES HAS BEEN GRANTED OPTIONS BY THE ISSUER COMPLETE THE FOLLOWING BOXES

17. DATE OF GRANT

N/A

18. PERIOD DURING WHICH OR DATE ON WHICH IT CAN BE EXERCISED

N/A

19. TOTAL AMOUNT PAID (IF ANY) FOR GRANT OF THE OPTION

N/A

20. DESCRIPTION OF SHARES OR DEBENTURES INVOLVED (CLASS AND NUMBER)

N/A

21. EXERCISE PRICE (IF FIXED AT TIME OF GRANT) OR INDICATION THAT PRICE IS TO BE FIXED AT THE TIME OF EXERCISE

N/A

22. TOTAL NUMBER OF SHARES OR DEBENTURES OVER WHICH OPTIONS HELD FOLLOWING NOTIFICATION

N/A

23. ANY ADDITIONAL INFORMATION

THE DIRECTOR ALSO HAS A BENEFICIAL INTEREST IN 129,335 VOLUNTARY DEFERRED SHARES WHICH HE ACQUIRED UNDER THE COMPANY'S LONG TERM INCENTIVE PLAN. THESE ARE NOT INCLUDED IN BOX 15.

24. NAME OF CONTACT AND TELEPHONE NUMBER FOR QUERIES

JULIA POSSENER

DEPUTY GROUP COMPANY SECRETARY

020 7111 7000

25. NAME AND SIGNATURE OF DULY AUTHORISED OFFICER OF ISSUER RESPONSIBLE FOR MAKING THIS NOTIFICATION

JULIA POSSENER, DEPUTY GROUP COMPANY SECRETARY

DATE OF NOTIFICATION 2 DECEMBER 2008

Copyright Business Wire 2008


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