Rule 8.3 - FRIENDS PROVIDENT GROUP PLC

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              FRIENDS PROVIDENT GROUP PLC
Class of relevant security    ORD GBP0.05
to which the dealings being
disclosed relate (Note 2)
Date of dealing               23 July 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      93,192,423     3.98%      1,589,617     0.07%
securities
(2) Derivatives    1,669,051     0.07%        662,630     0.03%
(other than
options)
(3) Options and       66,440     0.00%              0     0.00%
agreements to
purchase/sell
Total             94,927,914     4.06%      2,252,247     0.10%


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

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

  (a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      42,091               .7151
Purchase      3,648                .7189
Purchase      4,865                .7189
Purchase      5,400                .7131
Purchase      2,000                .7170
Purchase      37,696               .7176
Purchase      144,359              .7176
Purchase      49,746               .7189
Purchase      63,861               .7192
Purchase      74,997               .7176
Purchase      75,309               .7176
Purchase      27,228               .7177
Sale          57,813               .7186
Sale          26,723               .7189
Sale          21,213               .7199
Sale          15,452               .7189
Sale          13,000               .7179
Sale          5,400                .7290
Sale          86,944               .7173
Sale          119,937              .7162
Sale          127,387              .7166


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          119937        0.7162
CFD            Long          13000         0.7178
CFD            Long          57813         0.7185
CFD            Long          21213         0.7199
CFD            Long          5400          0.729
CFD            Short         5400          0.7131
CFD            Short         42091         0.7151
CFD            Short         2000          0.7169
CFD            Short         144359        0.7175
CFD            Short         27228         0.7177
CFD            Short         63861         0.7192
CFD            Short         23657         0.7226


(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 money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

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




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


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




4.   OTHER INFORMATION
None

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.




Is a Supplemental Form 8 attached? (Note 9)                 YES


Date of disclosure                         24 July 2009
Contact name                               Geoff Smith
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)

SUPPLEMENTAL FORM 8

DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)

OPEN POSITIONS (Note 1)
Product name,     Written or  Number of securities   Exercise price   Type, e.g.     Expiry date
e.g. call option  purchased   to which the option    (Note 2)         American,
                              or derivative relates                   European etc.
Option            Purchased   66,440                 0.8456           EURO           28/09/2009

Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk