RSA agrees to acquire GCAN Insurance Company

Acquisition significantly grows RSA’s commercial insurance position in Canada

TORONTO, Oct 4 2010 – RSA Canada, a leading property, automobile and commercial insurance group, today announced that it has entered into an agreement to purchase GCAN Insurance Company and its parent company, Glenstone Capital Incorporated, for approximately $420 million from the Ontario Teachers’ Pension Plan Board. With this transaction, RSA will become the fourth largest general insurer in Canada with pro forma gross written premiums in 2009 of approximately $2.2 billion.

Completion of the transaction is subject to regulatory approval.

“This acquisition uniquely positions RSA with a full commercial insurance proposition: specialty, large risks, mid-market and small/medium enterprise,” said RSA President and CEO Rowan Saunders. “It will strengthen RSA’s commercial capabilities by adding further technical expertise, geographic diversification and product breadth. The transaction will also drive significant additional reinsurance, capital and other synergies. I am very excited about the opportunities ahead.”

GCAN is a leading Canadian mid-market, large risks and specialty commercial insurer, offering a range of products including property, liability and auto with a balanced portfolio by line of business and geography. GCAN has a solid track record of profitability with a combined operating ratio (COR) of 81% in 2009 and an average COR over the last five years of 77%. With annual premiums of approximately $255 million in 2009, the company employs 148 people in four locations across Canada, and partners with a network of 130 brokers.

“Today’s announcement validates the excellence in product and service delivery that is the goal of all GCAN employees,” noted GCAN President Daniel Courtemanche. “The combined skill sets and distribution reach of the group will provide a formidable presence in the Canadian P&C marketplace. Collectively the capabilities, resources and product-suite will allow our client base access to unparalleled risk solutions.”

About RSA

RSA Canada includes Roins Financial Services Limited, Royal & Sun Alliance Insurance Company of Canada, Quebec Assurance Company, Western Assurance Company, Ascentus Insurance Ltd., Canadian Northern Shield Insurance Company, The Johnson Corporation, Unifund Assurance Company, Noraxis Capital Corporation and is part of RSA Insurance Group plc. RSA Canada employs approximately 3,400 people and is represented by a large network of brokers across the country. In 2009, the Canadian Group wrote $1.9bn in direct premiums with assets exceeding $5.5 billion. Internationally, RSA Insurance Group plc employs about 21,000 people and has the capability to write business in 130 countries and in 2009 its net written premiums were �6.7bn.

RSA is a trade name of Royal & Sun Alliance Insurance Company of Canada.

About GCAN

GCAN Insurance Company (GCAN) is a wholly owned subsidiary of Glenstone Capital Incorporated, a portfolio company of Teachers’ Private Capital, the private equity department of Ontario Teachers’ Pension Plan Board. GCAN is a Canadian commercial property and casualty insurer with offices in Toronto, Montreal, Calgary, and Vancouver. Through a national network of independent brokers, it provides a range of Commercial insurance products including Property, Liability and Motor. For more than 50 years, GCAN has been a trusted name in the Canadian insurance marketplace, and has a solid reputation built on providing flexible innovative solutions and exceptional customer service.