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               24 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      93,311,046     3.99%      1,438,538     0.06%
securities
(2) Derivatives    1,604,116     0.07%        659,384     0.03%
(other than
options)
(3) Options and       66,440     0.00%              0     0.00%
agreements to
purchase/sell
Total             94,981,602     4.06%      2,097,922     0.09%


(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      26,723               .7189
Purchase      3,191                .7072
Purchase      3,976                .7049
Purchase      5,700                .7085
Purchase      6,000                .7058
Purchase      8,328                .7078
Purchase      1,415                .7078
Purchase      23,988               .6981
Purchase      27,972               .7137
Purchase      51,800               .7120
Purchase      63,154               .7078
Purchase      65,341               .7046
Purchase      86,144               .7051
Purchase      119,937              .7042
Purchase      21,000               .7100
Sale          26,723               .7189
Sale          122,267              .7025
Sale          29,988               .6959
Sale          37,564               .7047
Sale          16,160               .7107
Sale          7,222                .6993
Sale          3,191                .7217
Sale          1,852                .7127

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          29988         0.6958
CFD            Long          7222          0.6993
CFD            Long          122267        0.7024
CFD            Long          37564         0.7046
CFD            Long          16160         0.7106
CFD            Long          1852          0.7126
CFD            Long          3191          0.7216
CFD            Short         23988         0.6981
CFD            Short         119937        0.7041
CFD            Short         65341         0.7046
CFD            Short         3976          0.7049
CFD            Short         6000          0.7057
CFD            Short         3191          0.7072
CFD            Short         5700          0.7084
CFD            Short         51800         0.7119

(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                         27 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