X0306 4 2020-06-01 0 0001668428 FGL Holdings FG 0001599872 Currier John David Jr. 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN E9 KY1-1102 CAYMAN ISLANDS 0 1 0 0 EVP, Chf Actuary of Subsidiary Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 181709 D 2025-05-15 Ordinary Shares 181709 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 242278 D 2025-05-15 Ordinary Shares 242278 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 76685 D 2025-05-15 Ordinary Shares 76685 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 29169 D 2026-08-06 Ordinary Shares 29169 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 38890 D 2026-08-06 Ordinary Shares 38890 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 38891 D 2026-08-06 Ordinary Shares 38891 0 D Stock option to buy 302,847 granted pursuant to the Issuer's 2017 Omnibus Incentive Plan, which vests in five equal annual installments beginning on March 15, 2019. Issuer and Fidelity National Financial, Inc. ("FNF") entered into an Agreement and Plan of Merger dated effective February 7, 2020 (the "Merger Agreement"), pursuant to which FNF acquired Issuer on June 1, 2020 (the "Merger"). The unexercised portion of this option was converted in the Merger into an option to purchase shares of FNF Common Stock, all in accordance with the Merger Agreement. Stock option to buy 302,847 shares granted pursuant to the 2017 Omnibus Incentive Plan, which 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 one year periods ending March 15, 2019, 2020, 2021, 2022 and 2023, respectively. Stock option to buy 76,685 granted pursuant to the 2017 Omnibus Incentive Plan, which 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 one year period ending March 15, 2020, $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. Stock option to buy 38,891 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in four equal annual installments beginning on March 15, 2020. Stock option to buy 38,890 shares granted pursuant to the 2017 Omnibus Incentive Plan, which becomes exercisable, if at all, in four 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 four specified price hurdles of $12.75, $14.75, $17 and $20, respectively, or (b) the end of four one year periods ending March 15, 2020, 2021, 2022, and 2023, respectively. Stock option to buy 38,891 shares granted pursuant to the 2017 Omnibus Incentive Plan, which becomes exercisable, if at all, in three equal annual installments if the Issuer's return on equity meets or exceeds specified annual hurdles of 15.50% for the one year period ending December 31, 2020, 15.75% for the one year period ending December 31, 2021, and 16.00% for the one year period ending December 31, 2022. /s/ Tessa Cantonwine, Attorney-in-Fact 2020-06-03