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               07 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       78,921,936   3.63%          2,393,785    0.11%
securities
(2) Derivatives     2,316,897   0.11%          6,545,940    0.30%
(other than
options)
(3) Options and       113,943   0.01%          2,818,664    0.13%
agreements to
purchase/sell

Total              81,352,776   3.75%         11,758,389    0.54%

(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      5,000                1.7427
Purchase      10,000               1.7727
Purchase      2,000                1.7355
Purchase      10,000               1.7537
Purchase      176                  1.7227
Purchase      5,000                1.7280
Purchase      5,000                1.7600
Purchase      20,097               1.7210
Purchase      2,000                1.7228
Purchase      9,000                1.7547
Purchase      8,999                1.7280
Purchase      4,782                1.7441
Purchase      7,338                1.7210
Purchase      35,706               1.7213
Purchase      162,478              1.7564
Purchase      62,900               1.7210
Sale          154,245              1.7559
Sale          2,857                1.7693
Sale          1,000                1.7444
Sale          3,000                1.7260
Sale          15,380               1.7704
Sale          15,000               1.7525
Sale          14,263               1.7475
Sale          60,972               1.7489
Sale          16,818               1.7612
Sale          50,287               1.7493


(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         35706                 1.7213
CFD        Short         8999                  1.7279
CFD        Short         4782                  1.744
CFD        Short         9000                  1.7546
CFD        Short         162478                1.7563
CFD        Short         16818                 1.7613
CFD        Long          14263                 1.7474
CFD        Long          60972                 1.7489
CFD        Long          50287                 1.7492
CFD        Long          15000                 1.7525
CFD        Long          154245                1.7559
CFD        Long          16818                 1.7612


(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                         10 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     113,943                   2.3000           AMER           21/12/2007
Option             Purchased     -2,130,730                1.7500           AMER           21/12/2007
Option             Purchased     -687,934                  2.0000           AMER           21/12/2007

Notes
1. 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