(RSA.L) RSA Insurance Group PLC Buy/Sell

RSA Insurance Group plc

Transactions in shares by Person Discharging Managerial Responsibility ("PDMR")

Ordinary Shares of 27.5p each

18 March 2010

RSA Insurance Group plc (the "Company") received notification on 17 March 2010, of the following transactions in its ordinary shares of 27.5p each ("Ordinary Shares") by Andrew Kenneth Haste on 16 March 2010.

Mr Haste exercised 7,573,433 share options under the Company's Executive Share Option Scheme as detailed in the table below (the "Exercise"). The number of shares resulting from the Exercise represents 0.22% of the Company's issued share capital.
Number of Options over Ordinary Shares exercised Exercise price
3,052,915 £0.590
1,298,701 £0.924
443,037 £0.790
921,052 £0.760
1,443,750 £0.800
413,978 £0.930

Following the Exercise, Mr Haste transferred 8,818 shares to his spouse Tammy Marie Richardson. Mrs Richardson immediately sold the 8,818 shares at a price of £1.257099 per share.

Mr Haste also sold 5,728,875 shares at a price of £1.257099 per share to cover the cost of the Exercise, associated tax liabilities and commission. The number of shares sold represents 0.17% of the Company's issued share capital.

Following this notification, Mr Haste holds 4,871,723 Ordinary Shares representing 0.14% of the Company's issued share capital. This does not include Mr Haste's beneficial interest in 245,065 voluntary deferred shares which he acquired under the Company's Long Term Incentive Plan.

Following this notification, Mrs Richardson holds no Ordinary Shares.

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

The transactions were carried out in London.

--ENDS--

Enquiries to:

Julia Possener, Deputy Group Company Secretary RSA Insurance Group plc Tel: +44 (0) 20 7111 7000

LONDON, March 17 (Reuters) - Continental European pension funds are considering insuring their pension liabilities in a sign that the market, which has so far developed exclusively in the UK, could expand further afield, a report said on Wednesday.
Forty-one percent of Northern European pension schemes in the report's sample said they would consider partial liability insurance or a buy-in or full buy-out in the next 12 months if the price was right, according to a study seen by Reuters.
A buy-out involves a partial or complete transfer of a pension fund's assets and liabilities to an insurer. With a buy-in a pension scheme only insures its liabilities, keeping control of its assets.
The report by UK-based consultancy Clear Path Analysis is based on 42 schemes in Germany, The Netherlands, Switzerland, Sweden, Norway and the UK with assets of at least 750 million pounds ($1.15 billion) each.
It showed that 84 percent of pension managers interested in such insurance would consider taking the plunge through a buy-in with a view to eventually fully insure pension liabilities via a buy-out.
According to the study, nearly one-fifth of respondents ascribed buy-in and buy-outs to the need to "protect the company's share price".
Continental schemes, which are still building up reserves to cope with higher liabilities, are considering insurance as a follow-up move, said Noel Hillmann, managing director of Clear Path Analysis said.
"They do not want to build the capital ratio and then be exposed to market fluctuations," he told Reuters.
"They would not say no to a buy-out," he said.
The UK buy-out industry thrived in the run-up to the market crisis when it then slowed as tight liquidity made it impossible for companies sponsoring pension funds to afford buy-out premiums.
The largest buy-out in the industry last year was undertaken by Rothesay Life, an insurance company owned by Goldman Sachs , to insure RSA Insurance's UK pension schemes in a transaction that involved 1.9 billion pounds ($2.92 billion) of pension liabilities.
Clear Path Analysis will release the report on May 17.

(Reporting by Cecilia Valente, Editing by Sharon Lindores)

($1=.6511 Pound) Keywords: PENSION/LIABILITY (cecilia.valente@thomsonreuters.com; +44 (0)20 75423570; Reuters Messaging: cecilia.valente.thomsonreuters.com@reuters.net)

COPYRIGHT

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TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES
1. Identity of the issuer or the underlying issuer RSA Insurance

Group plc
of existing shares to which voting rights are

attached:
2 Reason for the notification(please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

YES

An acquisition or disposal of financial instruments which may result in the

NO

acquisition of shares already issues to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

NO

An event changing the breakdown of voting rights

NO

Other (please specify): New exemption: DTR 5.1.3 (4) and DTR 5.1.5 (1)

YES

3. Full name of person(s) subject to the The Goldman Sachs Group, Inc
notification obligation:
4. Full name of shareholder(s)(if different Goldman, Sachs & Co., Goldman Sachs
Asset Management International. Goldman Sachs Asset Management, L.P.

from 3.):
5. Date of the transaction and date on 10 July 2007
which the threshold is crossed or

reached:
6. Date on which issuer notified: Re-notified on 16 March 2010Please see

'Additional Information'
7. Threshold(s) that is/are crossed or Below 3%

reached: 8. Notified details: A: Voting rights attached to shares
Class/type of Situation previous Resulting situation after the triggering

transaction
shares to the Triggering
if possible using transaction

the ISIN CODE
Number Number Number Number
of voting % of voting rights
of of of shares rights
Shares Voting
Rights
Direct Indirect
Direct Indirect
GB0006616899 192,491,038 5.99%

B: Financial Instruments Resulting situation after the triggering transaction
Expiration Exercise/ Conversion Period/ Date Number of voting

% of votingrights
date rights that may be
acquired if the
instrument is
exercised/ converted.

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction
Type of financial instrument Exercise price Expiration date
Exercise/Conversion period % of voting rights

Nominal Data

Total (A+B+C)
Number of voting rights % of voting rights
Below 3%

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:
We here notify you that as at close of business on 10 July 2007, The Goldman Sachs Group, Inc., of 85 Broad
Street, New York, NY 10004, USA, no longer has a notifiable interest in shares.

Proxy Voting: 10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will cease

N/A

to hold:

12. Date on which proxy holder will cease to hold

N/A

voting rights:

13. Additional information: This announcement relates to a
historical change in voting rights, which due to an oversight has not previously been released.
14. Contact name: Julia PossenerDeputy Group

Company Secretary
15. Contact telephone number: 0207 111 7000

RSA Insurance Group plc

Transactions in shares by Persons Discharging Managerial Responsibility ("PDMRs")

Ordinary Shares of 27.5p each

12 March 2010

This announcement replaces the announcement released at 16:09 today. The footnote references in the earlier announcement were not aligned to the relevant PDMR.

RSA Insurance Group plc (the "Company") received notification on 11 March 2010, of the following transactions in its ordinary shares of 27.5p each ("Ordinary Shares") by PDMRs.

On 8 March 2010, the following awards granted on 16 April 2007 under the Long Term Incentive Plan ("LTIP") vested following the assessment of performance and employment conditions to which they were subject. At the same time, Voluntary Deferred Shares acquired under the terms of the LTIP on 16 April 2007 were released from the Royal and Sun Alliance ESOP Trust No. 3 (the "Trust") to the PDMRs.
Name Number of shares Number of Voluntary Deferred Shares
vested on 8 March transferred from Trust

Adrian Brown 308,612 19,612
Mark Chambers 367,273 25,246
Mark George Culmer 697,664 44,636
Andrew Kenneth Haste 1,416,287 90,764
Orlagh Hunt 227,713 12,048
Simon Philip Guy Lee 539,441 34,072
Paul Whittaker 439,987 30,120

On 9 March 2010, the following Ordinary Shares were sold at a price of 123.2576 pence per share.
Name Number of shares Total holding Percentage of issued share capital held
sold(1) following following notification
notification
Adrian Brown 127,240 727,756(2) 0.02%
Mark Chambers 392,519 482,940(3) 0.01%
Mark George Culmer 287,645 1,390,610(4) 0.04%
Andrew Kenneth Haste 583,930 3,281,048(5) 0.10%
Orlagh Hunt 93,886 411,205(6) 0.01%
Simon Philip Guy Lee 397,961 867,965(7) 0.03%
Paul Whittaker 181,405 586,986(8) 0.02%

1. The PDMRs only sold sufficient number of shares to cover the associated tax liabilities arising on the exercise of the vested award with the exception of Mr Chambers and Mr Lee. Mr Chambers sold all the shares that vested and all the Voluntary Deferred Shares that were transferred from the Trust. Mr Lee sold sufficient number of shares to cover the associated tax liabilities and 50% of the balance.

2. Includes 46,600 Voluntary Deferred Shares acquired under the Long Term Incentive Plan and 468,231 shares held by Mr Brown's spouse Sara Jayne Brown.

3. Includes 69,887 Voluntary Deferred Shares acquired under the Long Term Incentive Plan and 413,053 shares held by Mr Chambers' spouse Natalie Chambers.

4. Includes 140,257 Voluntary Deferred Shares acquired under the Long Term Incentive Plan.

5. Includes 245,065 Voluntary Deferred Shares acquired under the Long Term Incentive Plan.

6. Includes 66,225 Voluntary Deferred Shares acquired under the Long Term Incentive Plan.

7. Includes 108,357 Voluntary Deferred Shares acquired under the Long Term Incentive Plan and 584,056 shares held by Mr Lee's spouse Fiona Lee.

8. Includes 82,159 Voluntary Deferred Shares acquired under the Long Term Incentive Plan and 2,714, 1,357 and 1,357 shares held by Mary McNamara, Harry Whittaker and Jack Whittaker respectively (connected persons of the PDMR).

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:

Julia Possener, Deputy Group Company Secretary

RSA Insurance Group plc

Tel: +44 (0) 20 7111 7000