The Phoenix Holdings Ltd.

Major Shareholding Notification • Nov 1, 2010

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying
issuer of existing shares to which voting rights
are attached:

Phoenix Group Holdings

2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify): Disclosure of revised position following placing of shares on 27 October 2010	X

3. Full name of person(s) subject to the notification obligation:	Lloyds Banking Group plc
4. Full name of shareholder(s) (if different from 3.):	See Section 9
5. Date of the transaction and date on which the threshold is crossed or reached:	27 October 2010
6. Date on which issuer notified:	29 October 2010
7. Threshold(s) that is/are crossed or reached:	Direct / Indirect holdings decreased to below 5%

8. Notified details:
A: Voting rights attached to shares
Class/type of Situation previous Resulting situation after the triggering transaction shares to the triggering transaction
if possible using the ISIN	Number of Shares	Number of Voting	Number Number of voting of rights shares		% of voting rights
CODE		Rights	Direct	Direct	Indirect	Direct	Indirect
Eur 0.0001	7,123,788	7,123,788	6,383,858	6,383,858	586,300	3.723%	0.342%
KYG7091M1096

B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument	Expiration date	Exercise/ Conversion Period	Number of voting rights that may be acquired if the instrument is exercised/ converted.	% of voting rights
Warrants over Ordinary Shares	06/07/2015	05/07/2010 - 05/07/2015	1,311,633	0.765%
Contingent Rights over Ordinary Shares (Event Shares)	22/06/2013	05/07/2010 - 22/06/2013	218,474	0.127%

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments Resulting situation after the triggering transaction

Type of financial instrument	Exercise price	Expiration date	Exercise/ Conversion period	Number of voting rights instrument refers to	% of voting rights
					Nominal	Delta

Total (A+B+C)
Number of voting rights	Percentage of voting rights
8,500,265	4.957%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

Equities

Material holdings of equities held by subsidiaries of Lloyds Banking Group plc are listed below:

2,137,434 shares (1.247%) are under the control of Ranelagh Nominees Limited, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

2,075,819 shares (1.211%) are under the control of Uberior Co-Investments Limited, a wholly owned subsidiary of Bank of Scotland plc, a wholly owned subsidiary of HBOS plc, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

1,110,233 shares (0.648%) are under the control of Bank of Scotland plc a wholly owned subsidiary of HBOS plc, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

913,042 shares (0.533%) are under the control of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

728,230 shares (0.425%) are under the control of Scottish Widows Investment Partnership Ltd, a wholly owned subsidiary of Scottish Widows Investment Partnership Group Ltd, a wholly owned subsidiary of Scottish Widows Group Ltd, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Indirect Interests).

Warrants

1,261,510 warrants (0.765%) are under the control of Ranelagh Nominees Limited, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests). The number of shares relating to these warrants on exercise would be increased by the ratio of 1.03973.

Contingent Shares

119,884 shares (0.070%) are under the control of Bank of Scotland plc, a wholly owned subsidiary of HBOS plc, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

98,590 shares (0.058%) are under the control of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

Proxy Voting:
10. Name of the proxy holder:	N/A
11. Number of voting rights proxy holder will cease to hold:	N/A
12. Date on which proxy holder will cease to hold voting rights:	N/A

13. Additional information:	Notification using the total voting rights figure of 171,455,300
14. Contact name:	Matthew Wilson
15. Contact telephone number:	0113 235 7729