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               10 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       79,518,205   3.70%          2,448,921    0.11%
securities
(2) Derivatives     1,550,393   0.07%          6,068,069    0.28%
(other than
options)
(3) Options and       108,537   0.01%          2,969,855    0.14%
agreements to
purchase/sell

Total              81,177,135   3.78%          11,486,845   0.53%

(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      2,000                1.7207
Purchase      36,317               1.6923
Purchase      1,000                1.7217
Purchase      23,508               1.7276
Purchase      36,029               1.7268
Purchase      600                  1.6997
Purchase      45,227               1.7116
Purchase      25,594               1.7245
Purchase      3,000                1.7087
Purchase      1,000                1.7148
Purchase      500                  1.7117
Purchase      323,284              1.7214
Purchase      1,452                1.7217
Purchase      557                  1.7525
Purchase      3,000                1.7090
Purchase      62,000               1.6920
Purchase      450                  1.7530
Sale          189,155              1.7127
Sale          21,482               1.6998
Sale          84,250               1.6920
Sale          8,257                1.7210
Sale          11,600               1.7174
Sale          2,690                1.6920
Sale          1,100                1.7015
Sale          353                  1.7510
Sale          353                  1.7510
Sale          2,809                1.7510
Sale          297                  1.7015
Sale          516                  1.7243
Sale          2,375                1.7163
Sale          2,928                1.7262
Sale          3,000                1.6990
Sale          24,026               1.7207
Sale          20                   1.7125

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         36317                 1.6923
CFD        Short         45227                 1.7116
CFD        Short         44937                 1.7188
CFD        Short         323284                1.7214
CFD        Short         25594                 1.7245
CFD        Short         36029                 1.7268
CFD        Short         23508                 1.7276
CFD        Long          21482                 1.6997
CFD        Long          159155                1.7099
CFD        Long          11600                 1.7173
CFD        Long          24026                 1.7206
CFD        Long          30000                 1.7275

(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                         11 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    108,537                    2.3000           AMER           21/12/2007
Option             Purchased    -2,277,033                 1.7500           AMER           21/12/2007
Option             Purchased    -14,956                    1.5228           EURO           10/12/2007
Option             Purchased    -27,528                    1.7512           EURO           10/12/2007
Option             Purchased    -650,338                   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