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               04 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       77,578,722   3.60%         2,773,620     0.13%
securities
(2) Derivatives     8,090,582   0.38%        15,622,411     0.73%
(other than
options)
(3) Options and       332,172   0.02%          2,989,312    0.14%
agreements to
purchase/sell

Total              86,001,476   3.99%          21,385,343    0.99%

(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      2,600                Transfer
Purchase      204,000              1.7187
Purchase      202                  Transfer
Purchase      786                  1.7297
Purchase      3,000                1.7295
Purchase      1,000                Transfer
Purchase      3,834                1.7097
Purchase      944                  1.7283
Purchase      200                  Transfer
Purchase      7,294                1.7199
Purchase      500                  1.7367
Purchase      2,000                1.7387
Purchase      1,275                1.7387
Purchase      1,500                1.7387
Purchase      30                   1.7397
Purchase      2,000                1.7180
Purchase      200                  Transfer
Purchase      63,900               1.7378
Purchase      18,167               1.7224
Purchase      3,000                1.7373
Purchase      137,748              1.7264
Purchase      3,510                1.7260
Purchase      4,261                1.7260
Purchase      23,311               1.7269
Purchase      23,200               1.7371
Purchase      9,081                1.7260
Sale          21,223               1.7399
Sale          18,167               1.7224
Sale          1,000                1.7410
Sale          11,619               1.7390
Sale          354,507              1.7301
Sale          4,800                1.7402
Sale          3,000                1.7337
Sale          1,490                1.7392
Sale          2,000                1.7276
Sale          15,965               1.7100
Sale          365                  1.7373
Sale          800                  1.7142
Sale          2,243                1.7257
Sale          4,000                1.7203
Sale          2,000                1.7372
Sale          3,495                1.7385
Sale          32,461               1.7378
Sale          18,167               1.7224
Sale          26,023               1.7346

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         18167                 1.7225
CFD        Short         137748                1.7263
CFD        Short         23311                 1.7268
CFD        Short         944                   1.7283
CFD        Short         23200                 1.737
CFD        Short         3000                  1.7373
CFD        Short         63900                 1.7377
CFD        Long          18167                 1.7224
CFD        Long          2243                  1.7256
CFD        Long          354507                1.73
CFD        Long          3000                  1.7336
CFD        Long          32461                 1.7377
CFD        Long          21223                 1.7399

(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                         05 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     165,132                   2.3000           AMER           21/12/2007
Option             Purchased     -2,076,784                1.7500           AMER           21/12/2007
Option             Purchased     29,852                    1.7512           EURO           10/12/2007
Option             Purchased     62,000                    1.5228           EURO           10/12/2007
Option             Purchased     -13,188                   1.5228           EURO           10/12/2007
Option             Purchased     62,000                    1.5228           EURO           10/12/2007
Option             Purchased     -13,188                   1.5228           EURO           10/12/2007
Option             Purchased     -29,852                   1.7512           EURO           10/12/2007
Option             Purchased     -62,000                   1.7512           EURO           10/12/2007
Option             Purchased     13,188                    1.5228           EURO           10/12/2007
Option             Purchased     -794,300                  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