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               17 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       79,679,842   3.71%          2,355,317    0.11%
securities
(2) Derivatives     3,559,793   0.17%          8,992,127    0.42%
(other than
options)
(3) Options and       125,212   0.01%          3,180,428    0.15%
agreements to
purchase/sell

Total              83,364,847   3.88%          14,527,872   0.68%

(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      84,690               1.6516
Purchase      5,000                1.6356
Purchase      1,000                1.6540
Purchase      740                  Transfer
Purchase      5,483                1.6510
Purchase      468                  1.6633
Purchase      10,471               1.6447
Purchase      3,053                1.6376
Purchase      300                  1.6487
Purchase      538,410              1.6670
Purchase      108,252              1.6464
Sale          13,472               1.6480
Sale          470                  1.6452
Sale          5,800                1.6525
Sale          634                  1.6402
Sale          1,807                1.6587
Sale          8,000                1.6460
Sale          341,219              1.6492
Sale          95,815               1.6446
Sale          36,097               1.6300
Sale          400                  1.6925
Sale          2,600                1.6531
Sale          803,435              1.6502
Sale          200                  1.6925
Sale          9,000                1.6501

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         10471                 1.6447
CFD        Short         108252                1.6463
CFD        Short         5483                  1.651
CFD        Short         84690                 1.6516
CFD        Short         116084                1.6518
CFD        Long          95815                 1.6446
CFD        Long          78410                 1.6448
CFD        Long          13472                 1.648
CFD        Long          9000                  1.65
CFD        Long          803435                1.6501
CFD        Long          262809                1.6505
CFD        Long          2600                  1.6531

(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                         18 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     125,212                   2.3000           AMER            21/12/2007
Option             Purchased     -2,551,594                1.7500           AMER            21/12/2007
Option             Purchased     -20,306                   1.5228           EURO            10/12/2007
Option             Purchased     -22,969                   1.7512           EURO            10/12/2007
Option             Purchased     -585,560                  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