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               14 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       80,240,924   3.73%          2,804,006    0.13%
securities
(2) Derivatives     2,294,252   0.11%          8,667,147    0.40%
(other than
options)
(3) Options and       75,279    0.00%          3,020,067    0.14%
agreements to
purchase/sell

Total              82,610,455   3.84%         14,491,220    0.67%

(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      1,600                1.6875
Purchase      5,000                1.6790
Purchase      2,975                1.6697
Purchase      6,049                1.6600
Purchase      870                  1.6827
Purchase      1,000                1.6767
Purchase      5,000                1.6738
Purchase      3,000                1.6676
Purchase      4,000                1.6737
Purchase      1,000                1.6776
Purchase      22,493               1.6733
Purchase      167,458              1.6730
Purchase      3,200                1.6613
Purchase      14,792               Transfer
Purchase      9,400                1.6860
Purchase      19,685               1.6687
Sale          14,792               Transfer
Sale          421,203              1.6870
Sale          5,655                1.6835
Sale          1,523                1.6883
Sale          16,927               1.6863
Sale          264,832              1.6772
Sale          11,100               1.6927
Sale          1,300                1.6782
Sale          981                  1.6683
Sale          18                   1.6772
Sale          24,976               1.6769
Sale          657                  1.6733

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         198750                1.6752
CFD        Short         24976                 1.6769
CFD        Short         18                    1.6772
CFD        Short         66082                 1.6831
CFD        Short         25521                 1.686
CFD        Short         421203                1.6870
CFD        Short         11100                 1.6927
CFD        Short         33213                 1.7161
CFD        Long          3200                  1.6613
CFD        Long          19685                 1.6687
CFD        Long          167458                1.6730
CFD        Long          22493                 1.6733
CFD        Long          9400                  1.6859

(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                         17 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     75,279                    2.3000           AMER           21/12/2007
Option             Purchased     -2,450,702                1.7500           AMER           21/12/2007
Option             Purchased     -16,660                   1.5228           EURO           10/12/2007
Option             Purchased     -24,708                   1.7512           EURO           10/12/2007
Option             Purchased     -527,997                  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