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               24 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       76,984,218   3.58%            3,206,532  0.15%
securities
(2) Derivatives     5,861,354   0.27%           11,629,825  0.54%
(other than
options)
(3) Options and       264,636   0.01%            2,942,409  0.14%
agreements to
purchase/sell

Total              83,110,208   3.87%           17,778,766  0.83%

(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      4,000                1.7577
Purchase      36,579               1.7575
Purchase      59,760               1.7570
Purchase      365                  Transfer
Purchase      45,179               1.7233
Purchase      44,826               1.7281
Purchase      5,018                1.7603
Purchase      37,794               1.7560
Sale          28,806               1.7560
Sale          870                  1.7502
Sale          101,775              1.7443
Sale          5,664                1.7542
Sale          13,648               1.7557
Sale          183,253              1.7521
Sale          315,347              1.7576
Sale          37,794               1.7560
Sale          3,236                1.7601

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short        45179                  1.7233
CFD        Short        46865                  1.7513
CFD        Short        36579                  1.7574
CFD        Short        5018                   1.7603
CFD        Long         36780                  1.7371
CFD        Long         64995                  1.7483
CFD        Long         183253                 1.752
CFD        Long         5664                   1.7541
CFD        Long         13648                  1.7556
CFD        Long         315347                 1.7575
CFD        Long         3236                   1.76

(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                         25 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     264,636                   2.3000           AMER           21/12/2007
Option             Purchased     -1,888,890                1.7500           AMER           21/12/2007
Option             Purchased     -12,053                   1.5228           EURO           10/12/2007
Option             Purchased     -33,268                   1.7512           EURO           10/12/2007
Option             Purchased     -1,008,198                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