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               09 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       76,365,259   3.55%          2,968,715    0.14%
securities
(2) Derivatives     9,606,108   0.45%         16,086,139    0.75%
(other than
options)
(3) Options and       371,092   0.02%          2,891,221    0.13%
agreements to
purchase/sell

Total              86,342,459   4.01%          21,946,075   1.02%

(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      3,898                Transfer
Purchase      209                  Transfer
Purchase      1,042                1.7687
Purchase      50                   1.7740
Purchase      309                  1.7742
Purchase      2,000                1.7682
Purchase      444                  Transfer
Purchase      2,000                1.7697
Purchase      411                  1.7622
Purchase      7,800                1.7700
Purchase      490                  Transfer
Purchase      38,000               1.7703
Purchase      6,858                1.7700
Purchase      4,718                1.7613
Purchase      93,907               1.7695
Purchase      5,621                1.7687
Sale          99,495               1.7687
Sale          6,283                1.7766
Sale          671                  1.7662
Sale          7,500                1.7700
Sale          193,810              1.7686
Sale          750                  1.7705
Sale          583                  1.7737
Sale          3,039                1.7647
Sale          117,706              1.7698
Sale          750                  1.7653

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         4718                  1.7612
CFD        Short         65789                 1.769
CFD        Short         7800                  1.77
CFD        Short         38000                 1.7703
CFD        Short         28118                 1.7705
CFD        Long          3039                  1.7647
CFD        Long          27594                 1.766
CFD        Long          99495                 1.7686
CFD        Long          7500                  1.77
CFD        Long          90112                 1.7709
CFD        Long          6283                  1.7766


(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                         10 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     33,778                    1.7512           EURO           10/12/2007
Option             Purchased     62,000                    1.5228           EURO           10/12/2007
Option             Purchased     -10,209                   1.5228           EURO           10/12/2007
Option             Purchased     62,000                    1.5228           EURO           10/12/2007
Option             Purchased     -10,209                   1.5228           EURO           10/12/2007
Option             Purchased     -33,778                   1.7512           EURO           10/12/2007
Option             Purchased     -62,000                   1.7512           EURO           10/12/2007
Option             Purchased     10,209                    1.5228           EURO           10/12/2007
Option             Purchased     -942,770                  2.0000           AMER           21/12/2007
Option             Purchased     203,105                   2.3000           AMER           21/12/2007
Option             Purchased     -1,832,255                1.7500           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