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RNS Number : 9805A

Friends Life Holdings plc

01 October 2015

NOTICE OF SUBSTITUTION

1 October 2015

Friends Life Holdings plc

(incorporated with limited liability in England and Wales under registered number 06986155)

Friends Life Holdings plc

6.875 per cent. Step-up Tier One Insurance Capital Securities

Issued in November 2003

(ISIN XS0181161380) (the "STICS")

Notice is hereby given to the holders of the STICS that with effect from and including 1 October 2015:

1. Aviva pIc (company number 02468686) (the parent company of Friends Life Holdings plc) has been substituted for Friends Life Holdings plc as issuer of and principal debtor in respect of the STICS and the trust deed constituting the STICS (as amended and restated from time to time) (the "Trust Deed") in accordance with clause 14.3 of the Trust Deed and Condition 13 of the terms and conditions of the STICS;

2. In addition, in accordance with Condition 7(f) of the terms and conditions of the STICS, Aviva plc has amended the terms of the Alternative Coupon Satisfaction Mechanism (as defined in the terms and conditions of the STICS) so that references to "Ordinary Shares" in the terms and conditions of the STICS are to ordinary shares of Aviva plc as issuer;

3. Friends Life Limited will continue to guarantee all payments in respect of the STICS on the same terms and subject to the same conditions as it did prior to such substitution; and

4. the STICS will continue to be admitted to listing on the Official List of the UK Listing Authority and to trading on the regulated market of the London Stock Exchange plc.

Any Holder (as defined in the terms and conditions of the STICS) who wishes to inspect a copy

of the supplemental trust deed executed in relation to the substitution may do so during normal

business hours at the specified office of the Principal Paying Agent listed below.

PRINCIPAL PAYING AGENT

Citibank N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

This notice does not constitute or form part of an offer to sell or the solicitation of an

offer to subscribe for or otherwise acquire any securities.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCZFLFBEBFZFBE

(END) Dow Jones Newswires

October 01, 2015 10:48 ET (14:48 GMT)

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