REG-FriendsProvid GrpPlc: Rule 8.1 - Friends Provident Group plc

FORM 8.1

DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES

FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

(Rules 8.1(a) and (b)(i) of the Takeover Code)

1. KEY INFORMATION

Name of person dealing (Note 1) Trevor Matthews
and
Evelyn Bourke

Company dealt in Friends Provident Group plc

Class of relevant security to Ordinary Shares
which the dealings being
disclosed relate (Note 2)

Date of dealing 30 October 2009

2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

Long Short

Number (%) Number (%)

(1) Relevant securities Trevor Matthews: 2,664,934 N/A
(0.1%)

and

Evelyn Bourke: 315,224
(0.01%)

(2) Derivatives (other than N/A N/A
options)

(3) Options and agreements to N/A N/A
purchase/sell

Total Trevor Matthews: 2,664,934 N/A
(0.1%)

and

Evelyn Bourke: 315,224
(0.01%)

(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

Class of relevant security: Long Short

Number (%) Number (%)

(1) Relevant securities N/A N/A

(2) Derivatives (other than N/A N/A
options)

(3) Options and agreements to N/A N/A
purchase/sell

Total N/A N/A

(c) Rights to subscribe (Note 3)

Class of relevant security: Details

N/A N/A

3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale Number of securities Price per unit (Note 5)

N/A N/A N/A

(b) Derivatives transactions (other than options)

Product name, Long/short (Note Number of securities Price per unit (Note
6) (Note 7) 5)
e.g. CFD

N/A N/A N/A N/A

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product name, Writing, Number of Exercise Type, e.g. Expiry Option
selling, securities to American, money
e.g. call purchasing, which the price European date
option varying option etc. paid/
etc. relates (Note received
7) per unit
(Note 5)

N/A N/A N/A N/A N/A N/A N/A

(ii) Exercising

Product name, e.g. call option Number of securities Exercise price per unit
(Note 5)

Trevor Matthews:

Nil cost deferred share award 498,961 Nil

Nil cost Turnaround Plan award 1,145,604 Nil

Inland Revenue Approved
Sharesave Scheme 4,021 75.82 pence

Evelyn Bourke:

Nil cost deferred share award 315,224 Nil

(d) Other dealings (including new securities) (Note 4)

Nature of transaction Details Price per unit (if
(Note 8) applicable) (Note 5)

N/A N/A N/A

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which
any derivative referred to on this form is referenced. If none, this should be
stated.

Friends Provident Group plc (the "Company") announced on 30 October 2009 that
options and awards under certain Friends Provident plc share schemes and the
Company's share schemes became exercisable on 30 October 2009 upon Court
sanction of the Scheme of Arrangement for the acquisition of the Company by
Resolution Limited.

On 30 October 2009, the Company received notifications from PDMRs that they
have each acquired shares as follows:

The balance of a nil cost deferred share award without performance conditions,
which was granted to Trevor Matthews on 17 March 2009 under the terms of the
Friends Provident plc Deferred Share Award Plan 2008 as compensation for the
loss of long-term incentive arrangements with his previous employer,
automatically vested and was exercised in accordance with the rules of the
plan. As a result, 498,961 shares of 5 pence each in the Company have been
transferred to Trevor Matthews.

A nil cost deferred share award without performance conditions, granted to
Evelyn Bourke on 1 September 2009 under the terms of the Friends Provident
Group Deferred Share Award Plan 2009 as compensation for the loss of long-term
incentive arrangements with her previous employer, also automatically vested
and was exercised in accordance with the rules of the plan. As a result,
315,224 ordinary shares of 5 pence each in the Company have been transferred to
Evelyn Bourke.

A nil cost share award of up to 4,582,416 ordinary shares of 5 pence each in
the Company, which was granted to Trevor Matthews on 17 March 2009 under the
terms of the Friends Provident plc Turnaround Plan, vested in part and was
exercised in accordance with the rules of the plan. As a result, 1,145,604
shares of 5 pence each in the Company have been transferred to Trevor Matthews.

In addition, on 30 October 2009, the Company received notification from Trevor
Matthews that he had acquired 4,021 ordinary shares in the Company at a cost of
75.82 pence per share following exercise of options under the Friends Provident
Inland Revenue Approved Sharesave Scheme.

Following these transactions, Evelyn Bourke has a total beneficial interest in
315,224 ordinary shares in the Company and Trevor Matthews has a total
beneficial interest in 2,664,934 ordinary shares in the Company.

Is a Supplemental Form 8 attached? (Note 9) NO

Date of disclosure 02 November 2009

Contact name Gordon Ellis (Group Secretary)

Telephone number 0845 268 3441

Name of offeree/offeror with which Friends Provident Group plc
associated

Specify category and nature of associate Directors of the Offeree Company
status (Note 10)

Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk

END