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               03 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       77,584,504   3.60%         2,635,140     0.12%
securities
(2) Derivatives     7,658,981   0.36%        15,352,141     0.71%
(other than
options)
(3) Options and       159,329   0.01%         2,957,867     0.14%
agreements to
purchase/sell

Total              85,402,814    3.97%        20,945,148     0.97%

(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      4,387                1.6815
Purchase      500                  1.7065
Purchase      1,000                1.6837
Purchase      4,300                1.7096
Purchase      4,000                1.6887
Purchase      6,148                1.7054
Purchase      5,000                1.6865
Purchase      1,870                1.6885
Purchase      32,999               1.7064
Purchase      65,111               1.7110
Purchase      1,000                1.7187
Purchase      40,400               1.7106
Purchase      44                   1.6893
Purchase      15,200               1.7109
Purchase      1,775                1.6895
Purchase      600                  1.6886
Purchase      1,466                1.7105
Purchase      195,091              1.7021
Sale          5,500                1.7210
Sale          84                   1.6787
Sale          6,309                1.6820
Sale          18,791               1.6770
Sale          42,600               1.7123
Sale          10,021               1.7167
Sale          11,648               1.7099
Sale          56                   1.7127
Sale          65,415               1.7088

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         44                    1.6893
CFD        Short         195091                1.7021
CFD        Short         65673                 1.7034
CFD        Short         6148                  1.7053
CFD        Short         32999                 1.7064
CFD        Short         1466                  1.7105
CFD        Short         40400                 1.7106
CFD        Short         15200                 1.7109
CFD        Short         65111                 1.711
CFD        Long          18791                 1.677
CFD        Long          6309                  1.682
CFD        Long          65415                 1.7087
CFD        Long          11648                 1.7098
CFD        Long          42600                 1.7122
CFD        Long          56                    1.7126
CFD        Long          10021                 1.7166

(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                         04 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     159,329                    2.3000          AMER          21/12/2007
Option             Purchased     -2,142,676                 1.7500          AMER          21/12/2007
Option             Purchased     -13,917                    1.5228          EURO          10/12/2007
Option             Purchased     -29,293                    1.7512          EURO          10/12/2007
Option             Purchased     -771,982                   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