PDF version of this press release - Royal and Sun Alliance

(iii)
Daniel R. Keddie entered into a severance agreement dated 29 March 2005. His current
basic salary is US$215,000 per annum.
Both Royal Indemnity and the relevant US Director have the right to terminate the
US Director’s employment, with or without notice, at any time and for any reason. The
severance agreements provide that where the employment of the US Director is terminated by
Royal Indemnity without cause (but not otherwise), the US Director is entitled to receive
payment of 12 months’ base salary, payable in 26 bi-weekly payments.
3.3 The following US Directors have letters of appointment with R&SA US, on the following
terms:
(i)
(ii)
(iii)
Michael J. Crall was appointed as a non-executive director with effect from
23 February 2005. He was appointed chairman of the board on 17 May 2006 and as
chairman of the audit committee with effect from 23 February 2005. He is entitled to a
fee of US$200,000;
Edward J. Muhl was appointed as a non-executive director of the board and as a
member of the compensation committee with effect from 23 January 2006. He is
entitled to a fee of US$100,000; and
Larry G. Simmons was appointed as a non-executive director with effect from
17 February 2004. He was appointed chairman of the compensation committee with
effect from 1 September 2004. He is entitled to a fee of US$75,000.
None of the letters of appointment provide for benefits upon termination.
3.4 Save for the agreements referred to in paragraphs 3.1, 3.2 and 3.3 above, there are no existing
service contracts between any Related Party and any member of the Group which provide for
benefits upon termination of employment.
4. Related Party Transactions with US Directors under IFRS reporting
4.1 Save as disclosed in paragraph 4.2, for the period 1 January 2003 to 30 September 2006, the
Company has not entered into any related party transactions (which for these purposes are
those set out in the standards adopted according to the Regulation (EC) No 1606/2002) with
any Related Party.
4.2 For the purposes of IFRS, the Company has a related party relationship with John Tighe (being
a member of key management). During the period 1 January 2003 to 30 September 2006,
John Tighe received total remuneration of US$4,132,015 under his service contract with Royal
Indemnity. In addition, John Tighe, his close family and friends and entities under his control,
have general insurance, health and welfare benefits with subsidiary companies of the Group.
Such policies are on normal commercial terms except that John Tighe is entitled to special rates
which are also available to other members of staff.
5. Major Interest in Shares
Set out in the table below are the names of those persons who, insofar as is known to the Company, are
interested, directly or indirectly in three per cent. or more of the Company’s issued share capital as at
5 October 2006 (being the latest practicable date prior to the publication of this document):
Shareholder
Number of
Ordinary Shares
Percentage of
issued Ordinary
Share capital
Legal & General Group plc 96,101,934 3.25
Barclays Bank plc 89,239,632 3.01
20