Director/PDMR Shareholding

FRIENDS LIFE GROUP LIMITED (the "Company")

Notification of Transactions by Directors/Persons Discharging Managerial Responsibility and/or their Connected Persons

Conditional Share Awards under the Company's Share Plans

Performance Share Plan ("PSP")

The PSP 2014 was approved by shareholders at the Company's Annual General Meeting on 8 May 2014.

On 16 May 2014, the Company granted the PSP awards to the Directors and PDMRs listed below. The award price was £3.0172 per share. Subject to corporate performance conditions being met, this conditional share award is due to vest in two tranches: 50% of the award will vest on the date that the Remuneration Committee determines that the performance conditions are met (but not prior to 16 May 2017); and the remaining 50% will vest on 16 May 2018.

In accordance with the PSP rules, these awards will be subject to an upward adjustment at the time of release to reflect dividend equivalents paid on the Company's shares from the date of grant to the date of release.

Restricted Share Plan ("RSP")

On 16 May 2014, the Company granted an RSP award to the PDMR listed below. The award price was £3.0172 per share. This conditional share award is due to vest on 16 May 2017, subject to personal performance conditions being met.

In accordance with the RSP rules, this award will be subject to an upward adjustment at the time of release to reflect dividend equivalents paid on the Company's shares from the date of grant to the date of release.

This disclosure relates to transactions notified in accordance with DTR 3.1.4(1)(a).

Enquiries:

Victoria Hames, Company Secretary

Tel: 0845 641 7825

Overseas: +44 (0)1306 871825 Date of notification: 19 May 2014