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               20 October 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     103,198,532     4.41%        374,926     0.02%
securities
(2) Derivatives       87,700     0.00%        485,466     0.02%
(other than
options
(3) Options and       60,000     0.00%              0     0.00%
agreements to
purchase/sell
Total            103,346,232     4.42%        860,392     0.04%


(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           79,805              .8230
Purchase           18,928              .8306
Purchase           21,469              .8380
Purchase           7,000               .8295
Purchase           13,613              .8335
Purchase           17,227              .8258
Purchase           69                  .8226
Purchase           22,072              .8165
Purchase           10,135              .8238
Purchase           2,492               .8265
Purchase           103,800             .8277
Purchase           1,471               .8236
Purchase           1,365               .8145
Purchase           940                 .8271
Purchase           52,000              .8204
Sale               8,448               .8255
Sale               8,741               .8410
Sale               8,440               .8234
Sale               6,000               .8350
Sale               4,128               .8415
Sale               3,070               .8439
Sale               7,000               .8465
Sale               13,613              .8370
Sale               13,839              .8200
Sale               17,260              .8215
Sale               433,465             .8174
Sale               18,256              .8335
Sale               22,072              .8145
Sale               38,989              .8174
Sale               39,576              .8174
Sale               79,059              .8174
Sale               83,661              .8174
Sale               88,784              .8174
Sale               139,735             .8397
Sale               182,640             .8174
Sale               303,441             .8174
Sale               15,548              .8295

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          42794         0.818
CFD            Long          13839         0.82
CFD            Long          8440          0.8233
CFD            Long          8448          0.8255
CFD            Short         85582         0.8144
CFD            Short         252614        0.8145
CFD            Short         8598          0.8191
CFD            Short         204192        0.8192
CFD            Short         117783        0.8199
CFD            Short         21969         0.8208
CFD            Short         80362         0.8212
CFD            Short         8301          0.8217
CFD            Short         10040         0.8218
CFD            Short         86466         0.8219
CFD            Short         197965        0.822
CFD            Short         63488         0.8221
CFD            Short         69            0.8226
CFD            Short         940           0.8271
CFD            Short         103800        0.8277
CFD            Short         18928         0.8305

(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                         21 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