Director/PDMR Shareholding

RNS Number : 6372Q

Direct Line Insurance Group PLC

08 November 2012

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility

Direct Line Group - Long Term Incentive Plan

In accordance with DTR3.1.2(1), Direct Line Insurance Group plc ("Direct Line Group" or "the Company") was notified on 7 November 2012 of the grant of options to acquire Ordinary Shares of 10p ("Ordinary Shares") each, on 7 November 2012, to Executive Directors and other Persons Discharging Managerial Responsibility ("PDMR") under the Company's Long Term Incentive Plan ("LTIP"), as set out below.

Subject to the performance conditions attached to the awards being met, the awards will vest on 7 November 2015 and will remain exercisable until 6 November 2022. The awards are granted as options to acquire vested Ordinary Shares at nil-cost. The market value per Ordinary Share subject to each option is 195.75p.

Further details of the LTIP can be found in the Company's Prospectus dated 28 September 2012.

Name	Maximum Number of Shares
Paul Geddes	388,250
John Reizenstein	234,993
Rob Bailhache	59,892
Jamie Brown	75,158
Darrell Evans	70,804
Jonathan Greenwood	105,363
Steve Maddock	118,773
Mark Martin	118,773
Angela Morrison	73,561
Humphrey Tomlinson	81,670
Jose Vazquez	151,513
Tom Woolgrove	162,835

Existing awards made under The Royal Bank of Scotland Group plc ("RBS Group") Long Term Incentive Plan ("RBS Group LTIP")

As detailed in the Company's Prospectus dated 28 September 2012, certain Direct Line Group Executive Directors and PDMR held awards granted under the RBS Group LTIP. In order to align the interests of those participants with Direct Line Group shareholders, the remuneration committee of RBS Group determined that participants within Direct Line Group holding awards granted under the RBS Group LTIP in 2011 and 2012 would be given the opportunity to have those awards satisfied in Direct Line Group Ordinary Shares (the "Conversion"). These awards will remain subject to the terms of the RBS Group LTIP (including performance criteria, which will be determined by the RBS Group remuneration committee at vesting).

The Conversion was calculated by taking the product of the number of RBS Group shares under award and the average share price of RBS Shares over the five business day period prior to the date the Direct Line Group offer price was announced, and dividing such product by the offer price of 175p.

Following finalisation of the Conversion the Company's Executive Directors and PDMR have the following interests in Direct Line Group Ordinary Shares.

Name	Existing awards under the RBS LTIP, converted to Direct Line Group Shares
Paul Geddes	1,298,394
John Reizenstein	282,277
Rob Bailhache	58,712
Jamie Brown	156,805
Darrell Evans	183,747
Jonathan Greenwood	177,061
Steve Maddock	212,284
Mark Martin	216,901
Angela Morrison	132,234
Humphrey Tomlinson	328,669
Jose Vazquez	214,445
Tom Woolgrove	242,801

Following the LTIP Award, the Company's Executive Directors and PDMR have the following interests in Direct Line Group Ordinary Shares.

Name	Total holding and percentage holding of Direct Line Group Ordinary Shares	Total number of Ordinary Shares under option under Direct Line Group Share Plans	Existing awards under the RBS Group Long Term Incentive Plan, converted to Direct Line Group Ordinary Shares
Paul Geddes	57,142 (0.00)%	388,250	1,298,394
John Reizenstein	57,142 (0.00)%	234,993	282,277
Rob Bailhache	11,428 (0.00)%	59,892	58,712
Jamie Brown	-	75,158	156,805
Darrell Evans	14,285 (0.00)%	70,804	183,747
Jonathan Greenwood	-	105,363	177,061
Steve Maddock	17,142 (0.00)%	118,773	212,284
Mark Martin	-	118,773	216,901
Angela Morrison	-	73,561	132,234
Humphrey Tomlinson	17,142 (0.00)%	81,670	328,669
Jose Vazquez	17,142 (0.00)%	151,513	214,445
Tom Woolgrove	17,142 (0.00)%	162,835	242,801