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               02 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       77,364,037   3.59%        2,635,140      0.12%
securities
(2) Derivatives     7,504,141   0.35%        14,930,009     0.69%
(other than
options)
(3) Options and       119,900   0.01%          3,017,900    0.14%
agreements to
purchase/sell

Total              84,988,078   3.95%          20,583,049   0.96%

(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      227                  1.7146
Purchase      4,963                1.7175
Purchase      145                  1.7140
Purchase      4,800                1.6845
Purchase      4,000                1.6966
Purchase      250                  1.7015
Purchase      220                  1.7270
Purchase      11,693               1.6865
Purchase      590                  1.7047
Purchase      160,000              1.6956
Purchase      300                  1.7190
Purchase      5,500                1.6975
Purchase      4,280                1.6945
Purchase      2,000                1.6995
Purchase      1,490                1.6777
Purchase      1,200                1.6797
Purchase      1,000                1.6987
Purchase      3,000                1.7077
Purchase      3,646                1.6850
Purchase      200,000              1.6965
Purchase      19,545               1.6790
Purchase      92,610               1.7031
Purchase      50,927               1.7052
Purchase      500                  1.6932
Purchase      1,528                1.6790
Purchase      6,419                1.6793
Purchase      186,353              1.6967
Purchase      3,341                1.7174
Sale          8,200                1.6870
Sale          50,927               1.7052
Sale          3,000                1.7237
Sale          50,927               1.7052
Sale          89,327               1.7159
Sale          10,000               1.7113
Sale          2,356                1.6985
Sale          1,000                1.7132
Sale          4,700                1.6990
Sale          28,060               1.7063

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         6419                  1.6793
CFD        Short         3646                  1.685
CFD        Short         11693                 1.6865
CFD        Short         500                   1.6932
CFD        Short         200000                1.6964
CFD        Short         186353                1.6966
CFD        Short         92610                 1.7031
CFD        Short         68118                 1.7053
CFD        Short         3341                  1.7174
CFD        Long          8200                  1.687
CFD        Long          4700                  1.699
CFD        Long          50927                 1.7052
CFD        Long          28060                 1.7063
CFD        Long          89327                 1.7158
CFD        Long          3000                  1.7236

(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                         03 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     119,900                   2.3000           AMER           21/12/2007
Option             Purchased     -2,341,923                1.7500           AMER           21/12/2007
Option             Purchased     -16,417                   1.5228           EURO           10/12/2007
Option             Purchased     -25,717                   1.7512           EURO           10/12/2007
Option             Purchased     -633,843                  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