Petitions to Transfer Business

The City of Westminster-0.11371651.514145WC2A 2LL2007-03-282006-12-052007-01-05WC2A2LLFinancial Services and Markets Act 2000FINANCIAL SERVICES AND MARKETS ACT 2000TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk261742614/632614/63

Petitions to Transfer Business

In the High Court of Justice

Chancery Division

Companies Court Claim No. 9818 of 2006

In the Matter of

SUN ALLIANCE INSURANCE OVERSEAS LIMITED

and

In the Matter of

ROYAL & SUN ALLIANCE INSURANCE PLC

and

In the Matter of

THE FINANCIAL SERVICES AND MARKETS ACT 2000

NOTICE IS HEREBY GIVEN that an application was on 5 December 2006 presented to Her Majesty’s High Court of Justice by Royal & Sun Alliance Insurance plc (“ R&SAIplc ”) and by Sun Alliance Insurance Overseas Limited (“ SAIO ”) for an order under section 111 of the Financial Services and Markets Act 2000 sanctioning a scheme (the “ Scheme ”) for the transfer by SAIO of its insurance business to R&SAIplc.

Copies of a report in accordance with section 109 of the said Act on the terms of the Scheme by David Slater of Watson Wyatt Limited and a statement (the “ Summary ”) setting out a summary of the terms of the Scheme and a summary of the report may be obtained by any person free of charge on application to Lorraine Caie at Royal & Sun Alliance Insurance plc, 1 Plantation Place, 30 Fenchurch Street, London EC3M 2BD, or on 0207 111 7363 or at business.transfer@gcc.royalsun.com at any time until the making of an order sanctioning the Scheme. David Slater, whose appointment was approved by the Financial Services Authority, is the independent expert in respect of the Scheme and his report considers its impact upon policyholders.

The proposed transfer will result in the policies which transfer under the Scheme being underwritten by R&SAIplc. The proposed transfer will secure the continuation by or against R&SAIplc of any legal proceedings by or against SAIO that relate to rights or obligations in respect of the policies transferring under the Scheme.

Copies of the Summary and of the report of David Slater referred to above may also be viewed at the offices of R&SAIplc at the address set out above and on the following website until the making of such an order:

www.royalsun.com/businesstransfer

The application is directed to be heard before the Companies Court Judge at the Royal Courts of Justice, Strand, London, WC2A 2LL on 28 March 2007. Any person who believes that he/she would be adversely affected by the carrying out of the Scheme may appear at the hearing in person or by counsel or solicitor advocate. Any person who intends so to appear, and any person who dissents from the Scheme but does not intend so to appear, is requested to give notice in writing of such dissent or intention and the reasons therefor to Lorraine Caie of R&SAIplc at the address set out above or at business.transfer@gcc.royalsun.com not less than two business days before the hearing.

5 January 2007