POLICY CONDITIONS Conductor Personal Pension Plan (PC CPPP 06/11)

POLICY CONDITIONS Conductor Personal Pension Plan (PC CPPP 06/11) Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Contract and definitions Contributions The funds Unit linking Benefits General Contents Introduction The details of your contract with us are set out in your Application Form, these Policy Conditions, any Supplementary Conditions or Notices that you may receive and on your Policy Schedule. Please read them carefully. We have divided these conditions into several sections. The brief notes at the start of each section will help you to understand the conditions but do not form part of your contract with us. Where the notes do not cover all eventualities, you will be able to find more detailed explanations within the text of the individual Policy Conditions. If you have any unanswered questions, please contact us and we will be happy to help. Section 1 Contract and definitions This section sets out the basis of the contract between us and also defines some terms used in these conditions. 1. Basis of contract This Policy consists of the Application Form, Policy Schedule, these Policy Conditions and any Supplementary Conditions or Notices that you may receive and is evidence of a contract between you and us. Under this contract we agree to pay you the benefits described in this Policy as long as you have met all the conditions. 2. Definitions In these conditions the following words and phrases will have the following meanings. Friends First, we, our, us, Friends First Life Assurance Company Limited. You, your The Policyholder. The Actuary Our Appointed Actuary or any other actuary he or she appoints for the purpose of this Policy. The Commencement Date Is the effective date of this Policy as shown on your Policy Schedule. The Contribution The Contribution is the regular or single contribution or additional single contribution amount received and accepted by us for this Policy as shown on your Policy Schedule. The Investment Contribution The Investment Contribution is the Contribution multiplied by a percentage rate and is the amount that we allocate between our funds as instructed by you. At the Commencement Date, the Investment Contribution and allocation between our investment funds will be shown on your Policy Schedule. If a regular contribution is increased or decreased after the Commencement Date, the percentage rate applied to the new Contribution amount may be higher or lower than the rate applied to the Contribution amount shown on your Policy Schedule as at the Commencement Date. The percentage rate applied to additional single contributions paid in to this Policy will differ from the rate applied to regular contributions and may differ for each additional single contribution amount paid. The Self Directed Minimum At the Commencement Date or at any other time, in order to allow this Policy to invest in our self directed investment fund for the first time a minimum amount must be available for allocation to the fund. The minimum amount is currently 25,000, which may be changed at any time at our discretion. In order to allow this Policy to make investments in to our self directed investment fund after the first investment, a minimum amount must be available for allocation to the fund for each ongoing investment. The minimum amount for ongoing investments is currently 10,000, which may be changed at any time at our discretion. The Investment Manager The person, people or company we appoint to manage each Investment fund. Approved Retirement Fund (ARF) and Approved Minimum Retirement Fund (AMRF) These have the meanings applied by Section 770 of the Taxes Consolidation Act 1997 (as amended). Qualifying Fund Manager This has the meaning applied by Section 770 of the Taxes Consolidation Act 1997 (as amended). Early Encashment Charge The Policy Schedule for this Policy will show whether an Early Encashment Charge applies or not. An Early Encashment Charge is a charge that may be applied to the Fund Value when all or any of the Fund Value is withdrawn within a set period of time from the Commencement Date or from the Effective Date of Additional Single Contributions. The availability of a withdrawal at any time will depend on the provisions of these conditions and any relevant Legislation and Regulations governing this Policy. Other than the charge set out on your Policy Schedule, certain funds that we make available on this Policy may carry charges specific to those funds that do not conform to the conditions set out here. If you instruct us to invest this Policy in one of those funds, you will receive a Supplementary Condition or

Notice setting out the additional terms applicable to the fund. Effective Date of Additional Single Contributions The Effective Date of Additional Single Contributions will be the date on which we receive the Contribution or the date on which we have received all the information necessary to allow us to invest your payment in your chosen fund. Normal Retirement Age The Normal Retirement Age selected on the Application Form will be the maturity date of this Policy. This is fixed at the Commencement Date and can be any age between your 60 th and 75 th birthdays. The age you have selected will be shown on your Policy Schedule. The Valuation Date The Self Directed Investment Fund will normally be valued on a daily basis. Other Investment funds will normally be valued at least once a week. However, in respect of all our Investment funds, we reserve the right to use other and/or additional dates for this purpose, as appropriate. The Account Where you have selected our Self Directed Investment Fund, we will open the Account with the Investment Manager specifically to cater for this Policy. We will give the Investment Manager the proportion of each Investment Contribution that you have instructed us to invest in the fund. The Account will be subject to the charges set out in Conditions 6 (Fund Charges) and 10 (Policy Charges). These charges will be deducted from the Account on a regular basis and it is your responsibility to ensure that the Account retains sufficient liquidity to pay these charges to us and to the Investment manager at all times. If the liquidity held in the Account is not sufficient to cover the charges at any time, then the Investment Manager will sell assets, without your consent, of sufficient value to cover the charges and the sale of these assets will incur transaction charges. For the avoidance of doubt, liquidity will be maintained at approximately 2% of the value of the Account at any time. The Fund Value At all times and in all circumstances, the Fund Value available to provide benefits for you under this Policy, subject to an Early Encashment Charge and Condition 20 (Delaying cancelling units), will be; In respect of our Self Directed Investment fund, the amount received by Friends First from the Investment Manager after the liquidation of any assets held in the Account set up to cater for this Policy. In respect of our other Investment funds, the bid value of the units allocated to this Policy as at the Valuation Date immediately following the receipt of your instructions. Supplementary Conditions or Notices In relation to all of the Conditions contained in Sections 1, 3 and 4 of these Conditions, we may make funds available to this Policy from time to time that do not conform to the normal conditions set out herein. If you instruct us to invest this Policy in one of these funds we will issue to you a Supplementary Condition or Notice setting out the additional terms specifically applicable to that fund. We will not use the Supplementary Conditions or Notice to change these conditions in any other way. Section 2 Contributions This section describes how the Contribution should be paid and what happens if the Contribution is missed or stops being paid altogether. This Policy can receive contributions regularly or on a once off basis. 3. Contributions Your Policy Schedule will state whether the Contribution is a regular contribution or a once off single contribution. A regular contribution can be made monthly, quarterly, half yearly or annually. If contributions are paid monthly, quarterly or half yearly, they must be paid by direct debit. If contributions are paid annually, they must be paid by cheque. The amount of a regular contribution and the frequency of payment can only be varied on the anniversary of the Commencement Date. The first contribution is due on the Commencement Date. In respect of a regular contribution, further contributions are due on the monthly, quarterly, half yearly or annual anniversary of that date thereafter. An additional single contribution may be made at any time. A single contribution or an additional single contribution must be paid by cheque. If you do not pay your contributions Contributions can be changed at any time without Charge. If a regular payment is missed, we will give you 30 days to make the payment. If payment is not made within 30 days, we will make this Policy paid-up. If this Policy has been in force for 1 year or longer, you can inform us that you want to take a contribution holiday. In both cases the units which have been added to this Policy will remain in place and will continue to be subject,, where relevant to Conditions 6 (Fund Charges) and 10 (Policy Charges). It is possible to start paying contributions again at any time. The contributions not received by us between the original date of cessation of payments and the date contributions are to restart will not need to be paid.

Index Linking your Contributions If you have chosen to index-link this Policy, we will increase your contribution on each anniversary of the Commencement Date in line with the Consumer Price Index. We may use another published official index instead of the Consumer Price Index if our Actuary advises us to do this and we will inform you in writing. The following conditions apply to this increase: if the Consumer Price Index has risen by more than 10%, we may limit the increase in your contributions to a rate of at least 10%; and if the Consumer Price Index has risen by less than 5%, we may increase your contributions by a higher rate but not more than 5%. If you refuse this option for 2 years in a row, we will not offer it to you again. Section 3 The funds This is a unit-linked Policy. This means that it can invest in one or more of our unit linked Investment funds. The Fund Value is directly linked to how these funds perform. This section sets out details of the funds, how they are valued and the charges that apply to them. Our Investment funds, including our Self Directed Investment Fund, have separate pools of assets. We would ask you to note that this Section specifies that there is a range of potential values that Friends First can use when setting unit prices i.e. from the minimum valuation to the maximum valuation. The price is commonly at the maximum valuation when new customers are buying units but we may move it to the minimum valuation when there are few (or no) new customers investing. This will result in a change in the price. In the case of funds with investment in property this can be quite substantial due to the costs associated with property investment (in particular stamp duty). The range of Investment funds available to this Policy at any time will vary and the charges that apply to those funds may differ between funds. While we do not list every fund and the fund specific charges that apply here, it is important that you are familiar with these charges and we would be pleased to give you details of the funds available to this Policy and the charges applicable to them at any time. Otherwise you can find this information by referring to the Fund information on the Investment Centre at www.friendsfirst.ie. 4. Units and funds This Policy is linked to one or more of our funds. We divide these funds into units. We only use units for working out benefits. You have no legal right to, or interest in the funds or in any assets of the funds or any of our other assets. Investment funds We will maintain a number of separate accounts for pensions business called Investment funds or funds. These will include the Self Directed Investment Fund. The Self Directed Investment Fund is made up of a number of Accounts, each containing assets specific to that Account. Each Account will receive all income, capital gains and other receipts relating to the assets held in that Account. We will take any charges from that Account in line with Conditions 6 (Fund charges) and 10 (Policy Charges). The value of the Self Directed Investment Fund will be the combined value of all these Accounts. Each Account will firstly be valued individually based on the assets held in the individual Account. Each of our other Investment funds is made up of a separate pool of assets, which we use to work out the value of units. We may invest an Investment fund in units of one or more other Investment funds. An Investment fund may have different types of units at any given time. Each fund will receive all income, capital gains and other receipts relating to the assets of that fund. We will take any charges from that fund in line with Condition 6 (Fund charges). We may introduce new Investment funds at any time. We may also close and/or withdraw access to certain Investment funds if: the fund has become too small to manage at a reasonable cost; there are not enough suitable investments available; we feel it is in the best interests of Policyholders to do so; legislation necessitates. If we close or withdraw access to an Investment fund in which this Policy has units, we will write to you and ask you to switch the units in to another fund. If we do not receive your instructions, we will choose a suitable fund at our discretion. 5. Valuing Investment funds The value of the Self Directed Investment Fund will be based on the combined value of the assets held in each individual Account as notified to us by the Investment Manager. We will work out the minimum and maximum value of each of our other Investment funds on the appropriate Valuation Date. The minimum value will be based on the price at which the assets of the Investment fund might be sold less any relevant taxes, duties or other expenses. The maximum value will be based on the price at which the assets of the Investment fund might be bought plus any relevant taxes, duties or other expenses. When valuing the assets of each of our other Investment funds, we will consider the following: In the case of real property (land and buildings), we will look at the valuations approved by an independent valuer appointed by us. These will

be adjusted to take into account any changes since the previous valuation; In the case of securities listed on the stock market, we will look at the price quoted on the appropriate stock exchange we choose; In determining the value of the Insight Currency fund, assets will be valued using the prices in the interbank currency market at midday on the Valuation Date; In the case of other assets, we will look at the relevant factors affecting the value of the assets; and In the case of any assets of an Investment fund or funds where it is not possible to establish a market price both on a purchase and a sale basis, the valuation will be determined by the Actuary. 6. Fund charges We and, in relation to the Self Directed Investment Fund, the Investment Manager will be entitled to take the following amounts from Investment funds: All costs incurred in buying, selling, maintaining or valuing assets, and A reasonable share, to be decided by the actuary, of taxes, levies or similar charges made on us, and In addition, when we value a fund that is currently available to this Policy or a fund that we make available in the future, we may also apply a fund management charge, an upfront charge, a performance charge or such other charge as is applicable to a fund at the time. The range of Investment funds available to this Policy at any time may vary and the charges that apply to those funds may differ between funds. The fund management charge for our funds will normally range upwards from 0.75% per annum of the value of the fund. However, a higher or lower charge may apply to specific funds that we make available to this Policy. The annual fund management charge for our Self Directed Investment Fund will be calculated and deducted from the value of each Account each calendar month as a percentage of the value of the assets held in the Account at the time. However, we reserve the right to calculate and deduct the charges at other times as we deem necessary. The fund management charge for our funds is normally calculated as a percentage of the net asset value of the fund. We reserve the right to use an alternative basis for this purpose as we deem appropriate for specific funds that we make available to this Policy. Certain funds that we make available on this Policy may carry charges specific to those funds that do not conform to the conditions set out here. If you instruct us to invest this Policy in one of those funds, you will receive a Supplementary Condition or Notice setting out the additional terms applicable to the fund. The fund charges will be reflected in the unit pricing of the funds. In respect of all our funds, we may change these charges at any time to cover possible future changes in our expenses. If we invest a fund in units of another fund, we will change the management charge to avoid charging you twice. Section 4 Unit Linking Each fund is divided into units. We will use your Investment Contribution to buy units for this Policy in the funds that you have selected. This section sets out how we price units and add them to this Policy. It also explains how you can choose the funds to which this Policy is linked. 7. Unit prices Each unit of an Investment fund will have an offer price and a bid price. We will work out the offer price of each of our Investment funds on the appropriate Valuation Date. The offer price will not be greater than the value found by: dividing the maximum value of the Investment fund by the number of units in the Investment fund, and dividing the result by 0.95, and rounding this figure upward by not more then 1%. We will work out the bid price of each of our Investment funds on the appropriate Valuation Date. The bid price will not be less than the value found by: dividing the minimum value of the Investment fund by the number of units in the Investment fund, and rounding this figure downward by not more than 1%. We may round unit prices up or down. If we do, any remaining amounts will belong to us. If the bid price of the Self Directed Investment Fund is not equal to 1.00 at any valuation date we will add or cancel units in the fund in accordance with Condition 9 (Self Directed units). When we do this we will not add or remove any assets from the fund. We will then recalculate the unit price, which will result in a bid price of 1.000. 8. Adding units to this Policy We will use the Investment Contribution to buy units in the fund(s) named on your Policy Schedule. We work out the number of units to add to this Policy by dividing the Investment Contribution by the bid price of the units of the Investment fund on the Valuation Date immediately following receipt of your contribution. We then round down the number of units to the next lower 1 / 100 th part of a unit.

Any Investment Contribution that you instruct us to invest in the Self Directed Investment Fund will be transferred by us to the Investment Manager within a reasonable period of time after receipt of your instruction that we decide is necessary to allow us to complete all of our business processes and to ensure that the transaction is completed in line with regulatory requirements imposed upon us. You can add further investments to this Policy, provided they are above our minimum limits at the time. Your additional investments will be converted to units in the same manner as described above. 9. Self Directed units We will recalculate the number of units held by us in our Self Directed Investment Fund for this Policy on each Valuation Date. We will do this by dividing the value of the Account notified to us by the Investment Manager by 1.000. If the number of units allocated to this Policy differs from this amount then we will add or cancel units so that the units remaining equal this amount. We will not transfer money to or from the Account when we change the number of units. The value of the Account, as notified to us by the Investment Manager, may change on a daily basis and we will add units to or subtract units from this Policy as appropriate to reflect the change in the value. 10. Policy Charges We may cancel units from this Policy to cover any or all of the following: a plan management charge, and a policy fee, and a unit switching charge in line with Condition 11 (Selecting Funds), and such other fees, charges, taxes, levies or the equivalent thereof that may be applicable to this Policy at the time. At the Commencement Date, the amount of the plan management charge and the policy fee will be shown on your Policy Schedule. We reserve the right to start charging or increase a policy fee or plan management charge at any time. Units will be cancelled from this Policy using the bid price of the relevant funds on the relevant Valuation Date. An Early Encashment Charge will apply to the Fund Value with the effect of reducing the amount payable. The charge will apply if all or any of the Fund Value is withdrawn within a set period of time from the Commencement Date and/or from the Effective Date of Additional Single Contributions. At the date of a withdrawal, the time elapsed since the Commencement Date of this Policy and the later payment of an Additional Single Contribution to this Policy will be different. Therefore, the charge applying to the Additional Single Contribution may be greater than that applying to the previous contributions or original amount. The amount of the charge and the period of time for which it applies will be shown on your Policy Schedule. Other than the charge set our on your Policy Schedule, certain funds that we make available on this Policy may carry Early Encashment Charges specific to those funds that do not conform to the conditions set out here. If you instruct us to invest this Policy in one of those funds, you will receive a Supplementary Condition or Notice setting out the additional terms applicable to the fund. 11. Selecting funds At the Commencement Date, the Investment Contribution will be invested in units of the fund(s) named on your Policy Schedule. A minimum of 10% of the Investment Contribution must be invested in each fund selected. You can give us instructions at any time to switch some or all of the units held by this Policy in a fund to units of any other fund(s) available at the time and the following conditions will apply: We will carry out your instructions based on the bid price of units at the Valuation Date immediately after we receive your instructions, subject to Condition 20 (Delaying cancelling units). There is normally no charge for unit switches. However, we reserve the right to introduce a charge. Selecting the Self Directed Investment Fund At the Commencement Date or at any other time, you may select the self directed investment fund provided the proportion of the Fund Value to be allocated to this fund is at least the Self Directed Minimum, The Investment Contribution of a regular contribution may not be invested directly in to the Self Directed Investment Fund. The Investment Contribution of a single contribution or an additional single contribution may be invested directly in to the self directed investment fund provided the proportion of the Investment Contribution to be invested in the fund exceeds the Self Directed Minimum. You may instruct us to switch this Policy out of the self directed fund into any other fund at any time. You may not switch your Fund Value out of the self directed fund unless the proportion of the Fund Value remaining in the fund is at least the Self Directed Minimum. We will give the Investment Manager the proportion of each Investment Contribution that you have instructed us to invest in the fund. If you select the Self Directed Investment Fund, each Investment Contribution will be held by the Investment Manager in the Account in cash until such time as the Investment Manager receives instructions directly, in the prescribed form and format only, to purchase other assets in place of the cash. The assets that we will allow you to buy are subject to restriction. This instruction is undertaken entirely at your own risk and does not convey on you legal right to, or

interest in the assets of the Self Directed Investment Fund as set out in Condition 4 (Units and funds). We reserve the right, in any circumstances, to give instructions to the Investment Manager in relation to the assets held in the Account, without your consent, if we consider that it is necessary to do so. Section 5 Benefits This section describes the options available to you under this Policy. 12. Transfer Value You may instruct us at any time to transfer the Fund Value to another Personal Pension Plan Policy or to Personal Retirement Savings Account contract offered by another authorised provider subject to the agreement of the Actuary. 13. Retirement Benefits At your Normal Retirement Age, the Fund Value will be available to provide retirement benefits. You can use the Fund Value in any of the following ways; Lump sum payment You can take a lump sum of up to 25% of the Fund Value. An amount of this lump sum may be payable tax free. The availability of a tax free payment will depend on all tax free payments received by you from any other pension source since 07/12/2005. These amounts, when added to the amount taken from this Policy will be assessed and if they are above the tax free limit allowed at the time, then tax will apply to the excess above the limit. As these amounts can change, we will confirm the tax free limit and the tax rates applicable to amounts over that limit at the time of your retirement. Having taken your lump sum you can use the balance of the Fund Value in one of two ways. Option 1: Annuity purchase You can use the entire remainder of the Fund Value to buy an annuity, which may include: a pension payable to you for remainder of your life; and a pension which will increase over time at an agreed rate; and/or a pension which, in the event of your death; can continue to a surviving spouse or dependants for up to 10 years from the date your annuity commences; or can provide an additional pension for a surviving spouse and/or dependants of up to the same amount as your pension, or less. Option 2: Approved Minimum Retirement Fund and Approved Retirement fund Approved Minimum Retirement Fund (AMRF) Having taken your lump sum, you must then invest a set minimum amount, or the remainder of the Fund Value, if less than this amount, in an AMRF or purchase a retirement annuity with the same amount of money. If you already have a guaranteed source of income of a set minimum amount you can avoid the requirement to invest in an AMRF. As these amounts can change, we will confirm the set minimum amount to be invested in an AMRF and the minimum amount of the guaranteed income required to avoid this investment at the time of your retirement. Approved Retirement Fund (ARF) If you have satisfied the AMRF requirement or if you are eligible to avoid the AMRF requirement as set out above you can then invest the remainder of the Fund Value, if any, in an ARF. Open market option On retirement, we will pay you any lump sum entitlement. You will then be able to purchase the remainder of your retirement benefits from any approved provider of these benefits. 14. Early Retirement The earliest age at which retirement can normally take place is your 60 th birthday. You may be able to retire before your 60 th birthday in the following circumstances: If it is customary for people in your occupation or profession to retire before age 60, you can retire once you have reached age 50 with the approval of the Revenue Commissioners. If you are permanently unable to do your job or any similar job for which you are trained because of illness or injury. In this case you must provide us with proof of your disability. 15. Late Retirement When you reach your Normal Retirement Age you may decide to defer your retirement up to any age up to your 75 th birthday. You can also delay your retirement further if it is customary in your occupation to retire after age 75. If this is the case you can delay your retirement to an age (not over age 80) approved by the Revenue Commissioners. If the Contributions to this Policy are to continue, then the Normal Retirement Age must be extended. 16. Death Benefits If you die before your Normal Retirement Age, the Fund Value will be available to provide death benefits. The death benefit will be payable to your estate. 17. Payment of benefit Before we pay any of the benefits under Conditions 12, 13, 14, 15 or 16 we must receive such evidence and/or documentation that we request at the time, which might include: the return of the original policy documentation, and proof of:

the right the person claiming benefit has to the benefits of this Policy; your date of birth and that of any person to whom a benefit may be payable; the event giving rise to the payment request. any other evidence or documentation that we require in order to satisfy ourselves as to the validity of the claim or claimants. any other evidence or documentation that we require in order to satisfy the rules and regulations governing the operation of occupational pension schemes. Section 6 General This section sets out some general legal conditions and gives us certain rights that we can use in certain circumstances. 18. Revenue approval This Policy is approved under Section 784 of the Taxes Consolidation Act 1997. We will not accept any contributions under this Policy if: the Revenue Commissioners withdraw their approval of this Policy; or you are no longer allowed by the Revenue Commissioners to pay into a contract of this type. For this reason we may from time to time ask you to provide us with proof that you are still allowed to pay contributions. Apart from the provisions set out in 12, 13, 14, 15 and 16, the Fund Value cannot be withdrawn from this Policy. This Policy cannot be assigned. 19. Law and currency This Policy is governed by Irish law. All money paid to or by us must be paid at our registered office in the currency of the Republic of Ireland. If we pay or accept payment at any other place, it does not mean that we have cancelled this condition. The operation of this Policy will be governed by the requirements of all of the applicable legislation. As the requirements of legislation can change, it may be necessary for us to apply a requirement to the operation of this Policy that is not currently set out in these conditions. All communications issued by Friends First to you including these conditions and policy documents will be issued in the English language. 20. Delaying cancelling units To protect the value of the assets of a fund for all Policyholders, whose policies are linked to that fund, we may delay cancelling any units for up to one month from the next Valuation Date of the funds. Where the value of a unit depends, either directly or indirectly, on the value of real property (land and buildings), we may delay cancelling units for up to six months. If we do this, we will use the bid prices on the Valuation Date immediately following the end of the period of delay. Where the value of a unit depends on the disposal of any assets held in the Self Directed Investment Fund we may delay the cancellation of units until such time as the monetary value of the assets has been received by us from the Investment Manager. 21. Taxation and other law We may make appropriate changes to the terms of this Policy if the law or basis of taxation of this Policy or of Friends First changes. 22. General To give us instructions or notice you must write to us. You should either send or deliver your letter to our registered office together with any other documents or information we need. We may accept instructions from you other than in writing at our discretion, where we accept such instructions we will confirm them in writing to you. Once such confirmation is sent, this will constitute a valid instruction. Where you have selected the Self Directed Investment Fund, instructions may be given to the Investment Manager in respect of the assets held in the Account. This must be completed directly to the Investment Manager in the prescribed form and format only. This form and format can be in writing or by telephone only. We will not accept instructions from for the Investment Manager in respect of the Account on your behalf at any time. Any instructions received by us for the Investment Manager in respect of the assets held in the Account will not be a valid instruction and will not be carried out. Under no circumstances will we accept responsibility or liability for the consequences of any instructions given to the Investment Manager for the Account or for the failure of the Investment Manager to give effect to any instructions given to them.