X0306 4 2019-03-29 0 0001668428 FGL Holdings FG 0001504946 Vigneau Dennis C/O FGL HOLDINGS, 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN E9 KY1-1102 CAYMAN ISLANDS 0 1 0 0 Chief Financial Officer Employee Stock Option 10.00 2019-03-29 4 D 0 605693 0.00 D 2025-12-21 Ordinary Shares 605693 0 D Employee Stock Option 10.00 2019-03-29 4 A 0 605693 0.00 A 2025-12-21 Ordinary Shares 605693 605693 D Employee Stock Option 10.00 2019-03-29 4 D 0 605693 0.00 D 2025-12-21 Ordinary Shares 605693 0 D Employee Stock Option 10.00 2019-03-29 4 A 0 605693 0.00 A 2025-12-21 Ordinary Shares 605693 605693 D Employee Stock Option 10.00 2019-03-29 4 D 0 153369 0.00 D 2025-12-21 Ordinary Shares 153369 0 D Employee Stock Option 10.00 2019-03-29 4 A 0 153369 0.00 A 2025-12-21 Ordinary Shares 153369 153369 D This transaction involved an amendment of an existing option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The replacement option vests in five equal installments at the end of five periods ending March 15, 2019, December 31, 2019, March 15, 2021, March 15, 2022 and March 15, 2023. This transaction involved an amendment of an existing option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The replacement option becomes exercisable, if at all, in five equal installments upon the later of (a) the average daily closing price of the Issuer's ordinary shares during any 20 consecutive trading days meeting or exceeding five specified price hurdles of $11, $12.75, $14.75, $17 and $20, respectively, and (b) the end of five periods ending March 15, 2019, December 31, 2019, March 15, 2021, March 15, 2022 and March 15, 2023, respectively. This transaction involved an amendment of an existing option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The replacement option becomes exercisable, if at all, in five equal annual installments if the average daily closing price of the Issuer's ordinary shares for 20 consecutive trading days meets or exceeds specified annual price hurdles of $12 for the one year period ending March 15, 2019, $14.50 for the period ending December 31, 2019, $17 for the one year period ending March 15, 2021, $21 for the one year period ending March 15, 2022 and $25 for the one year period ending March 15, 2023, respectively. /s/ Maria Sears, Attorney-in-Fact 2019-04-02