.
http://www.businesswire.com/news/home/20100302006298/en

LONDON--(Business Wire)--
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 DTR 3.1.2 R, (ii) a disclosure made in accordance with LR 9.8.6 R(1) or (iii) a
disclosure made in accordance with section 793 of the Companies Act (2006).



(i)







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



N/A



MARK GEORGE CULMER
 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                             6.     Description of shares (including class),
debentures or derivatives or financial instruments relating to shares





HOLDING IN RESPECT OF THE PERSON NAMED IN BOX 3


Ordinary 27.5p
 7.     Name of registered shareholder(s) and, if more than one, the number of shares held by each of them
                                                              8.     State the nature of the transaction


PERSON NAMED IN BOX 3




EXERCISE AND SALE
 9.     Number of shares, debentures or financial instruments relating to shares acquired
                                                              10.    Percentage of issued class acquired (treasury
shares of that class should not be taken into account when calculating percentage)


128,938 DEFERRED SHARES EXERCISED UNDER THE SHARE MATCHING PLAN
0.02 %



386,814 MATCHING SHARES UNDER THE SHARE MATCHING PLAN
 11.    Number of shares, debentures or financial instruments relating to shares disposed
                                                              12.    Percentage of issued class disposed (treasuryshares
of that class should not be taken into account when calculating percentage)


211,883 ORDINARY SHARES
0.01 %
 13.    Price per share or value of transaction
                                                              14.    Date and place of transaction


AGGREGATE EXERCISE PRICE £1
1 MARCH 2010, LONDON



SALE PRICE £1.280742 PER SHARE
 15.    Total holding following notification and total percentage holding following notification (any treasuryshares
should not be taken into account when calculating percentage)     16.    Date issuer informed of transaction


795,698 ORDINARY SHARES





0.02 %



1 MARCH 2010

NOTE - THIS DOES NOT INCLUDE THE BENEFICIAL INTEREST IN 184,893 VOLUNTARY DEFERRED SHARES ACQUIRED UNDER THE COMPANY'S
LONG TERM INCENTIVE PLAN


If a persondischarging managerial responsibilities has been granted options by
the issuer complete the following boxes

 17.    Date of grant
                                                         18.
                                                          Period during which or date on which it can be exercised



N/A

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



N/A

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


N/A
N/A
 23.    Any additional information


ON 7 APRIL 2009 ANNOUNCEMENTS WERE ISSUED IN RELATION TO THE GRANT OF AWARDS TO PDMRS UNDER THE COMPANY`S LONG TERM
INCENTIVE PLAN ("LTIP") ON 6 APRIL 2009.



DUE TO AN ADMINISTRATIVE ERROR THERE WAS A MINOR DISCREPANCY IN THE NUMBER OF COMPULSORY DEFERRED SHARES AND COMPULSORY
DEFFERRED SHARES MAXIMUM MATCH ANNOUNCED FOR THE FOLLOWING PARTICIPANTS BY ONE AND THREE SHARES RESPECTIVELY. THE TABLE
BELOW SETS OUT THE EXACT NUMBER OF AWARDS GRANTED.





NUMBER OF AWARDS GRANTED



NAME

COMPULSORY DEFERRED SHARES

COMPULSORY DEFERRED SHARES - MAXIMUM MATCH



ADRIAN BROWN

36,938

92,345



MARK CHAMBERS

60,970

152,425



MARK GEORGE CULMER

127,793

319,482



ANDREW KENNETH HASTE

219,418

548,545



ORLAGH HUNT

68,719

171,797



SIMON PHILIP GUY LEE

95,821

239,552



CLARE SHEIKH

64,913

162,282
 24.    Name of contact and telephone number for queries


JULIA POSSENER: 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 MARCH 2010


RSA Insurance Group Plc
Copyright Business Wire 2010