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               30 September 2009

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

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

                            Long                     Short

                      Number       (%)         Number       (%)

(1) Relevant     105,801,020     4.52%        409,544     0.02%
securities
(2) Derivatives      321,378     0.01%        874,916     0.04%
(other than
options
(3) Options and       60,000     0.00%              0     0.00%
agreements to
purchase/sell
Total            106,182,398     4.54%      1,284,460     0.05%


(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           Price per unit
                   Securities          (GBP)
Purchase           18,597              .8320
Purchase           133,897             .8320
Purchase           67,432              .8432
Purchase           210,016             .8320
Purchase           50,248              .8257
Purchase           30,733              .8400
Purchase           248,949             .8352
Purchase           29,530              .8260
Purchase           115,096             .8320
Purchase           1,348               .8405
Purchase           116,813             .8320
Purchase           7,439               .8320
Sale               2,000               .8299
Sale               2,368               .8274
Sale               15,695              .8368
Sale               29,530              .8320
Sale               50,248              .8258
Sale               85,751              .8307
Sale               14,900              .8329


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          2368          0.8273
CFD            Long          2000          0.8298
CFD            Long          85751         0.8307
CFD            Long          74538         0.8316
CFD            Long          14900         0.8328
CFD            Long          15695         0.8367
CFD            Long          29517         0.8377
CFD            Short         11129         0.8254
CFD            Short         1348          0.8404


(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)
Call Optio          66440                0.76364


(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                         01 October 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)

Notes

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


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   60,000                 0.9655           EURO           15/12/2009

Notes

1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given.
Full details of any  existing agreements to purchase or to sell  should also be given on this form.

2. For all prices and other monetary amounts, the currency must be stated.

For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover
Panel's website at www.thetakeoverpanel.org.uk