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 DR 3.1.4R(1)(a); or

                                                    (ii) DR 3.1.4(R)(1)(b) a disclosure made
                                                     in accordance with the Companies Act; or

                                                    (iii) both (i) and (ii)


      RSA INSURANCE GROUP PLC                       (iii) BOTH
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  3.  Name of person discharging managerial     4.  State whether notification relates to a
       responsibilities / director                   person connected with a person
                                                     discharging managerial
                                                     responsibilities/director named in 3 and
      ORLAGH HUNT                                    identify the connected person

                                                    N/A
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  5.  Indicate whether the notification is      6.  Description of shares (including class),
       in respect of a holding of the                debentures or derivatives or financial
       person referred to in 3 or 4 above            instruments relating to shares
       or in respect of a non-beneficial
       interest(3)

                                                    ORDINARY SHARES OF 27.5P EACH
      HOLDING IN RESPECT OF THE PERSON
       NAMED IN BOX 3
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  7.  Name of registered shareholder(s)         8.  State the nature of the transaction
       and, if more than one, the number of
       shares held by each of them
                                                    EXERCISE OF OPTIONS UNDER THE COMPANY'S
      PERSON NAMED IN BOX 3                          EXECUTIVE SHARE OPTION SCHEME

                                                    EXERCISE OF VESTED SHARES UNDER THE
                                                     COMPANY'S SHARE MATCHING PLAN
----  -------------------------------------  -----  -----------------------------------------
  9.  Number of shares, debentures or          10.  Percentage of issued class acquired
       financial instruments relating to             (treasury shares of that class should
       shares acquired                               not be taken into account when
                                                     calculating percentage)

      114,223                                       LESS THAN 0.01%

      67,703                                        LESS THAN 0.01%
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 11.  Number of shares, debentures or          12.  Percentage of issued class disposed
       financial instruments relating to             (treasury shares of that class should
       shares disposed                               not be taken into account when
                                                     calculating percentage)
      N/A
                                                    N/A
----  -------------------------------------  -----  -----------------------------------------
 13.  Price per share or value of              14.  Date and place of transaction
       transaction
                                                    2 SEPTEMBER 2008, LONDON
      N/A SEE BOX 23
                                                    3 SEPTEMBER 2008, LONDON
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 15.  Total holding following notification     16.  Date issuer informed of transaction
       and total percentage holding
       following notification (any treasury
       shares should not be taken into
       account when calculating percentage)         3 SEPTEMBER 2008

      199,105 / 0.01%
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If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes

      Date of grant                                 Period during which or date on which it
                                                     can be exercised

 17.  N/A                                      18.  N/A
----  -------------------------------------  -----  -----------------------------------------
 19.  Total amount paid (if any) for grant     20.  Description of shares or debentures
       of the option                                 involved (class and number)

                                                    N/A
      N/A
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 21.  Exercise price (if fixed at time of      22.  Total number of shares or debentures over
       grant) or indication that price is            which options held following
       to be fixed at the time of exercise           notification

      N/A                                           N/A
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 23.  Any additional information               24.  Name of contact and telephone number for
                                                     queries
      The director has exercised vested
       awards under the Company's Executive         JULIA POSSENER
       Share Option Scheme and Share                DEPUTY GROUP COMPANY SECRETARY
       Matching Plan as follows:                    020 7111 7000

      Executive Share Options
      An option over 401,250 shares was
       exercised on 2 September 2008.
       287,027 shares were sold on the same
       day at a price of 159.3p per share,
       resulting in a net increase in
       holding of 114,223 shares.

      The shares were disposed of in order
       to cover the associated tax
       liabilities arising on the exercise
       of the vested award.

      Share Matching Plan
      An award over 114,915 shares was
       exercised on 3 September 2008.
       47,212 shares were sold on the same
       day at a price of 159.7p per share,
       resulting in a net increase in
       holding of 67,703 shares.

      The shares were disposed of in order
       to cover the associated tax
       liabilities arising on the exercise
       of the vested award.

      The director also has a beneficial
       interest in 42,317 voluntary
       deferred shares which she acquired
       under the Company's Long Term
       Incentive Plan. These are not
       included in box 15.
----  -------------------------------------  -----  -----------------------------------------

 25.  Name and signature of duly authorised officer of issuer responsible for making this
       notification


      JULIA POSSENER, DEPUTY GROUP COMPANY SECRETARY


      Date of notification : 3 SEPTEMBER 2008
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