SCHEDULE 11                                  

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

All relevant boxes should be completed in block capital letters.

1.  Name of company                     2.  Name of director                   
                                                                               
    ROYAL & SUN ALLIANCE INSURANCE          MR JULIAN CHRISTOPHER HANCE        
    GROUP PLC                                                                  



3.  Please state whether notification   4.  Name of the registered holder(s)   
    indicates that it is in respect of      and, if more than one holder, the  
    holding of the shareholder named in     number of shares held by each of   
    2 above or in respect of a              them (if notified)                 
    non-beneficial interest or in the                                          
    case of an individual holder if it                                         
    is a holding of that person's                                              
    spouse or children under the age of                                        
    18 or in respect of a                                                      
    non-beneficial interest                                                    
                                                                               
    DIRECTOR NAMED IN 2 ABOVE               MR JULIAN CHRISTOPHER HANCE        



5.  Please state whether notification   6.  Please state the nature of the     
    relates to a person(s) connected        transaction. For PEP transactions  
    with the director named in 2 above      please indicate whether general/   
    and identify the connected person       single co PEP and if discretionary/
    (s)                                     non discretionary                  
                                                                               
    N/A                                     ADJUSTMENT OF SHARE OPTIONS        
                                            FOLLOWING RIGHTS ISSUE             



7.   Number of       8.   Percentage of 9.   Number of       10.  Percentage of
     shares/amount        issued class       shares/amount        issued class 
     of stock                                of stock                          
     acquired                                disposed                          
                                                                               
     N/A                  N/A                N/A                  N/A          



11.  Class of       12.  Price per     13.  Date of        14.  Date company  
     security            share              transaction         informed      
                                                                              
     N/A                 N/A                N/A                 N/A           



15.  Total holding following this       16.  Total percentage holding of issued
     notification                            class following this notification 
                                                                               
     N/A                                     N/A                               



If a director has been granted options by the company please complete the
following boxes.

17.  Date of grant                      18.  Period during which or date on    
                                             which options exercisable         
                                                                               
     N/A                                     N/A                               



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



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



23.  Any additional information                                                
                                                                               
     FOLLOWING COMPLETION OF THE RIGHTS ISSUE ANNOUNCED ON 4 SEPTEMBER 2003,   
     THE FOLLOWING SHARE OPTIONS HAVE BEEN ADJUSTED IN ACCORDANCE WITH SCHEME  
     RULES:                                                                    

TYPE OF      OPTION GRANT ORIGINAL      ADJUSTED      ORIGINAL     ADJUSTED    
OPTION       DATE         NUMBER OF     NUMBER OF     OPTION PRICE OPTION PRICE
                          SHARES OVER   SHARES OVER                            
                          WHICH OPTIONS WHICH OPTIONS                          
                          GRANTED       GRANTED                                
                                                                               
SAVE AS YOU  12/09/2002   875           1,083         82p          66p         
EARN                                                                           
                                                                               
EXECUTIVE    14/04/1994   4,089         5,062         344p         278p        
                                                                               
EXECUTIVE    13/04/1995   23,507        29,103        343p         277p        
                                                                               
EXECUTIVE    17/10/1996   14,150        17,519        424p         342p        
                                                                               
EXECUTIVE    31/03/1999   42,291        52,359        551p         445p        
                                                                               
EXECUTIVE    10/09/1997   1,343         1,662         526p         425p        
                                                                               
EXECUTIVE    15/09/1998   54,304        67,234        497p         401p        
                                                                               
EXECUTIVE    15/09/1999   49,504        61,291        505p         408p        
                                                                               
EXECUTIVE    27/03/2000   50,724        62,802        345p         279p        
                                                                               
EXECUTIVE    12/09/2000   38,209        47,306        458p         370p        
                                                                               
EXECUTIVE    12/03/2001   34,653        42,904        505p         408p        
                                                                               
EXECUTIVE    14/08/2001   39,937        49,445        482p         389p        
                                                                               
EXECUTIVE    11/03/2002   66,379        82,183        290p         234p        
                                                                               
EXECUTIVE    04/06/2003   40,000        49,522        141p         114p        
                                                                               
TOTAL                     459,965       569,475                                



24.   Name of contact and telephone number for queries                         
                                                                               
      CAROLINE WEBB 020 7569 6075                                              



25.   Name and signature of authorised company official responsible for making 
      this notification                                                        
                                                                               
      JACKIE FOX, DEPUTY GROUP COMPANY SECRETARY                               
                                                                               
      Date of notification 2 DECEMBER 2003                                     



END