Rule 8.3 - FRIENDS PROVIDENT

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
Class of relevant security    ORD GBP0.10
to which the dealings being
disclosed relate (Note 2)
Date of dealing               27 September 2007

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       75,690,148   3.52%            3,046,882  0.14%
securities
(2) Derivatives     6,921,822   0.32%           12,690,169  0.59%
(other than
options)
(3) Options and       276,456   0.01%            2,912,106  0.14%
agreements to
purchase/sell

Total              82,888,426   3.86%           18,649,157  0.87%

(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      5,600                1.7705
Purchase      3,000                1.7852
Purchase      1,500                1.7817
Purchase      2,803                1.7717
Purchase      8,812                1.7750
Purchase      5,000                1.7787
Purchase      106,758              1.7680
Purchase      3,245                1.7829
Purchase      17,844               1.7687
Purchase      318,207              1.7757
Sale          5,400                1.7760
Sale          195,892              1.7707
Sale          5,650                1.7735
Sale          8                    1.7800
Sale          201,466              1.7719
Sale          5,742                1.7720
Sale          10,000               1.7792
Sale          107,919              1.7771
Sale          106,758              1.7680
Sale          3,000                1.7742
Sale          3,678                1.7751
Sale          204                  1.7780

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         17844                 1.7686
CFD        Short         5600                  1.7705
CFD        Short         8812                  1.7749
CFD        Short         318207                1.7757
CFD        Short         41683                 1.7773
CFD        Short         3245                  1.7829
CFD        Long          201466                1.7718
CFD        Long          3678                  1.7751
CFD        Long          5400                  1.776
CFD        Long          107919                1.7771
CFD        Long          8                     1.78

(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                         28 September 2007
Contact name                               BARCLAYS COMPLIANCE
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)

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

Product name,      Written or    Number of Securities to   Exercise Price   Type, e.g.     Expiry Date
e.g. call option   Purchased     which the option or       (Note 2)         American,
                                 derivative relates                         European etc.
Option             Purchased     276,456                   2.3000           AMER           21/12/2007
Option             Purchased     -1,818,758                1.7500           AMER           21/12/2007
Option             Purchased     -11,183                   1.5228           EURO           10/12/2007
Option             Purchased     -34,224                   1.7500           EURO           10/12/2007
Option             Purchased     -1,047,941                2.0000           AMER           21/12/2007

Where there are open option positions or open derivative positions (except for CFD's), 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