The internal struggles faced by insurers as they adjusted their organisational structures to cope with new competitive challenges that emerged in the 1980s provide insights into the organisational learning process. Progression was not smooth or linear. It included a degree of experimentation and introspection. A dynamic capabilities framework is used to analyse the ability of a large long-established insurer to adapt to the emerging financial market environment. Internal change routines were not capable of achieving the degree of reorganisation needed. The disruption to business that followed contributed to poor performance outcomes throughout the 1980s and early 1990s.JEL categories: N2, M1, N8