Exhibit 99.2
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by anissuerto make aRISnotification required byDR3.1.4R(1).
(1) Anissuermaking a notification in respect of a transaction relating to thesharesor debentures of theissuershould complete boxes 1 to 16, 23 and 24.
(2) Anissuermaking a notification in respect of a derivative relating thesharesof theissuershould complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.
(3) Anissuermaking a notification in respect of options granted to adirector/person discharging managerial responsibilitiesshould complete boxes 1 to 3 and 17 to 24.
(4) Anissuermaking a notification in respect of afinancial instrumentrelating to thesharesof theissuer(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 should in block capital letters.
| 1 | Name of theissuer ROYAL & SUN ALLIANCE INSURANCE GROUP PLC | 2 | State whether the notification relates to (ii) ONLY | |
| 3 | Name ofperson discharging managerial responsibilities/director ANDREW NELSON | 4 | State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person | |
| 5 | Indicate whether the notification is in respect of a holding of thepersonreferred to in 3 or 4 above or in respect of a non beneficial interest (1) | 6 | Description of shares (including class), debentures or derivatives or financial instruments relating to shares | |
| 7 | Name of registered shareholders(s) and, if more than one, the number ofsharesheld by each of them | 8 | State the nature of the transaction | |
| 9 | Number ofshares, debentures or financial | 10 | Percentage of issued class acquired | |
| instruments relating to shares acquired | (treasury sharesof thatclassshould not be taken into account when calculating percentage) | |||
| 11 | Number ofshares, debentures or financial instruments relating tosharesdisposed | 12 | Percentage of issuedclassdisposed (treasury sharesof thatclassshould not be taken into account when calculating percentage) | |
| 13 | Price pershareor value of transaction | 14 | Date and place of transaction | |
| 15 | Total holding following notification and total percentage holding following notification (anytreasury sharesshould not be taken into account when calculating percentage) | 16 | Date issuer informed of transaction | |
| If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes | ||||
| 17 | Date of grant 18 AUGUST 2005 | 18 | Period during which or date on which it can be exercised 18.08.2008 – 17.08.2015 | |
| 19 | Total amount paid (if any) for grant of the option NIL | 20 | Description ofsharesor debentures involved (classand number) 27.5P ORDINARY SHARES | |
| 21 | Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise 93P | 22 | Total number ofsharesor debentures over which options held following notification 136,022 | |
| 23 | Any additional information | 24 | Name of contact and telephone number for queries ANNPATRICIA ELEY 020 711 7033 | |
Name and signature of duly authorised officer ofissuerresponsible for making notification
JACKIE FOX, DEPUTY GROUP COMPANY SECRETARY
| Date of notification | 19 AUGUST 2005 |