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               01 October 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       76,842,007   3.57%            2,780,434  0.13%
securities
(2) Derivatives     7,319,927   0.34%           14,357,329  0.67%
(other than
options)
(3) Options and       162,569   0.01%             2,973,062 0.14%
agreements to
purchase/sell

Total              84,324,503   3.92%             20,110,825 0.94%

(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      22,939               1.7102
Purchase      5,862                1.7057
Purchase      2,335                1.7124
Purchase      2,000                1.6990
Purchase      576                  1.7057
Purchase      5,851                1.7090
Purchase      439                  1.7147
Purchase      2,000                1.6990
Purchase      460                  Transfer
Purchase      9,768                1.7072
Purchase      42,806               1.7120
Purchase      16,800               1.7090
Purchase      15,000               1.7092
Purchase      42,806               1.7120
Purchase      500,132              1.7085
Purchase      190,371              1.7114
Sale          4,400                1.7092
Sale          18,000               1.7110
Sale          38,029               1.7120
Sale          2,000                1.7092
Sale          11,628               1.7120
Sale          40,014               1.7146

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         55942                 1.7043
CFD        Short         9768                  1.7071
CFD        Short         500132                1.7084
CFD        Short         16800                 1.709
CFD        Short         15000                 1.7091
CFD        Short         22939                 1.7102
CFD        Short         190371                1.7114
CFD        Long          18000                 1.711
CFD        Long          38029                 1.7119
CFD        Long          40014                 1.7145

(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                         02 October 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     162,569                   2.3000           AMER           21/12/2007
Option             Purchased     -2,159,926                1.7500           AMER           21/12/2007
Option             Purchased     -14,288                   1.5228           EURO           10/12/2007
Option             Purchased     -28,975                   1.7512           EURO           10/12/2007
Option             Purchased     -769,874                  2.0000           AMER           21/12/2007
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