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               21 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       77,441,090   3.60%            2,659,724  0.12%
securities
(2) Derivatives     5,238,431   0.24%           11,496,184  0.53%
(other than
options)
(3) Options and       244,289   0.01%            2,980,671  0.14%
agreements to
purchase/sell

Total              82,923,810   3.86%           17,136,579  0.80%

(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      49,860               1.7284
Purchase      10,000               1.7295
Purchase      3,442                1.7320
Purchase      500                  1.7327
Purchase      2,876                1.7380
Purchase      981                  Transfer
Purchase      1,203                1.7310
Purchase      3,000                1.7285
Purchase      4                    Transfer
Purchase      4,600                1.7227
Purchase      5,700                1.7380
Purchase      4,791                1.7350
Purchase      29,515               1.7422
Purchase      61                   Transfer
Purchase      8,587                1.7350
Purchase      10,171               1.7335
Purchase      213,671              1.7273
Purchase      1,995                1.7350
Sale          9,271                1.7342
Sale          1,866                1.7267
Sale          2,325                1.7350
Sale          14,258               1.7347
Sale          234,868              1.7359
Sale          14,917               1.7350
Sale          75,741               1.7375
Sale          523                  1.7235
Sale          8,405                1.7350

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         4600                  1.7226
CFD        Short         91026                 1.725
CFD        Short         213671                1.7272
CFD        Short         49860                 1.7283
CFD        Short         10171                 1.7335
CFD        Long          1866                  1.7266
CFD        Long          9271                  1.7342
CFD        Long          14258                 1.7346
CFD        Long          234868                1.7359
CFD        Long          75741                 1.7374

(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                         24 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     244,289                   2.3000           AMER           21/12/2007
Option             Purchased     -1,994,422                1.7500           AMER           21/12/2007
Option             Purchased     -13,441                   1.5228           EURO           10/12/2007
Option             Purchased     -31,619                   1.7512           EURO           10/12/2007
Option             Purchased     -941,189                  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