Arrowpoint Capital to Acquire US Businesses of Royal & Sun Alliance Insurance Group plc through Management Led Buyout

Business Wire, Sept 28, 2006

CHARLOTTE, N.C. -- Arrowpoint Capital Corp., a newly formed Delaware company owned and operated by the existing senior management and outside directors of Royal & SunAlliance USA (R&SA USA), today announced that it has entered into a definitive agreement to acquire all R&SA USA businesses currently owned by Royal & Sun Alliance Insurance Group plc of London. Arrowpoint Capital will focus on R&SA USA's operational objectives, including the continuation of its current management, financial and governance guidelines, to meet policyholder obligations.

Arrowpoint Capital will be led by R&SA USA President & CEO John Tighe and his senior management team, who have successfully headed the operation since 2003. In addition to members of the management team, the Arrowpoint board will include Michael Crall, formerly CEO of Equitas and President & Chief Executive of Argonaut Insurance Company, who takes over as Chairman from William Shea; Edward Muhl, former Superintendent of Insurance for the State of New York, Commissioner of Insurance for the State of Maryland and President of the National Association of Insurance Commissioners; and Larry Simmons, former President & CEO of Royal & Sun Alliance Insurance Company of Canada and Western Assurance Company.

Under the terms of the transaction, Arrowpoint Capital management will purchase 100% of the interests of Arrowpoint General Partnership, the US holding entity which currently owns the R&SA USA businesses, for $300 million of deferred consideration. With the closing of the transaction, the Group will contribute $287.5 million of additional capital to the US-regulated entities.

"This is an excellent outcome for policyholders," said John Tighe. "It builds on the strong success we've achieved to date through our restructuring efforts and provides us with a solid foundation for taking the business forward.

"We'd like to thank Bill Shea for his support over the past two years and look forward to working with Mike Crall as we transition to our new company."

Closing of the transaction, which is expected by year-end, is subject to regulatory and R&SA Group shareholder approvals.

About Arrowpoint Capital

Arrowpoint Capital Corp. is a newly formed company comprised of Royal & SunAlliance USA senior management and outside directors. The company will build on its experience in both run-off and active insurance businesses by focusing on operational objectives, including investment, claim and expense management, to satisfy policyholder obligations.