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               20 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       77,452,307   3.60%            2,697,156  0.13%
securities
(2) Derivatives     4,902,427   0.23%           11,126,856  0.52%
(other than
options)
(3) Options and       269,984   0.01%            2,984,808  0.14%
agreements to
purchase/sell

Total              82,624,718   3.84%           16,808,820  0.78%

(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      24,711               1.7417
Purchase      750                  1.6595
Purchase      2,000                1.7295
Purchase      1,000                1.6730
Purchase      400                  1.7360
Purchase      2,890                1.7297
Purchase      83,762               1.7252
Purchase      4,997                1.6929
Purchase      167,184              1.7308
Purchase      40                   1.7395
Purchase      10,000               1.7387
Purchase      23,231               Transfer
Purchase      162,551              1.7104
Purchase      150                  1.7367
Purchase      80,000               1.7237
Purchase      1,250                1.7280
Purchase      377                  1.7220
Purchase      100                  1.6597
Purchase      18,000               1.7038
Purchase      561                  1.7497
Purchase      5,742                1.7415
Sale          4,000                1.7434
Sale          18,500               1.7422
Sale          97                   1.6592
Sale          5,000                1.7483
Sale          3,000                1.7435
Sale          2,890                1.7322
Sale          542                  1.7207
Sale          1,711                1.6670
Sale          83,762               1.7252
Sale          3,100                1.7069
Sale          173,980              1.6830
Sale          5,215                1.7470
Sale          318,315              1.7037
Sale          42,404               1.7467
Sale          22,845               1.6887
Sale          16,171               1.6982
Sale          12,951               1.7210
Sale          200                  1.6680
Sale          83,762               1.7252
Sale          4,800                1.7407

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         4997                  1.6928
CFD        Short         18000                 1.7038
CFD        Short         162551                1.7104
CFD        Short         83762                 1.7252
CFD        Short         46340                 1.7261
CFD        Short         167184                1.7308
CFD        Short         24711                 1.7416
CFD        Long          173980                1.6829
CFD        Long          22845                 1.6886
CFD        Long          16171                 1.6981
CFD        Long          318315                1.7037
CFD        Long          3100                  1.7069
CFD        Long          12951                 1.7209
CFD        Long          83762                 1.7251
CFD        Long          42404                 1.7466

(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                         21 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     269,984                   2.3000           AMER           21/12/2007
Option             Purchased     -1,940,406                1.7500           AMER           21/12/2007
Option             Purchased     -12,814                   1.5228           EURO           10/12/2007
Option             Purchased     -32,685                   1.7512           EURO           10/12/2007
Option             Purchased     -998,903                  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