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               25 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       76,616,444   3.56%            3,183,945  0.15%
securities
(2) Derivatives     6,510,448   0.30%           11,884,306  0.55%
(other than
options)
(3) Options and       229,778   0.01%            2,937,271  0.14%
agreements to
purchase/sell

Total              83,356,670   3.88%           18,005,522  0.84%

(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      30,447               Transfer
Purchase      847                  1.7530
Purchase      4,517                1.7595
Purchase      19,545               1.7390
Purchase      30,447               1.7390
Purchase      14,483               1.7389
Purchase      709,699              Transfer
Purchase      1,490,455            Transfer
Sale          61                   1.7593
Sale          1,490,455            Transfer
Sale          709,699              Transfer
Sale          2,954                1.7602
Sale          23,000               1.7563
Sale          28,222               1.759507
Sale          10,000               1.7585
Sale          1,000                1.7542
Sale          400,383              1.764402
Sale          2,440                1.7390

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         10495                 1.7393
CFD        Short         21477                 1.747
CFD        Short         33992                 1.7596
CFD        Short         7333                  1.7605
CFD        Short         181184                Transfer
CFD        Long          70050                 1.7518
CFD        Long          8452                  1.7522
CFD        Long          39549                 1.7537
CFD        Long          28222                 1.7595
CFD        Long          6102                  1.7603
CFD        Long          496719                Transfer

(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                         26 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     229,778                    2.3000          AMER           21/12/2007
Option             Purchased     -1,968,267                 1.7500          AMER           21/12/2007
Option             Purchased     -12,900                    1.5228          EURO           10/12/2007
Option             Purchased     -31,627                    1.7512          EURO           10/12/2007
Option             Purchased     -924,477                   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