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               10 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       75,394,858   3.50%          4,223,344    0.20%
securities
(2) Derivatives    10,612,524   0.49%         16,151,929    0.75%
(other than
options)
(3) Options and       305,123   0.01%          2,817,035    0.13%
agreements to
purchase/sell

Total              86,312,505   4.01%         23,192,308    1.08%

(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      17,744               1.7678
Purchase      5,000                1.7410
Purchase      41,893               1.7550
Purchase      200                  1.7537
Purchase      575                  1.7386
Purchase      3,000                1.7423
Purchase      15,600               1.7720
Purchase      29,446               1.7702
Purchase      450                  1.7780
Sale          6,135                1.7516
Sale          3,300                1.7757
Sale          5,500                1.7640
Sale          535,124              1.7571
Sale          3,000                1.7382
Sale          16,000               1.7402
Sale          398,006              1.7667
Sale          20,654               1.7777
Sale          41,893               1.7680
Sale          5,000                1.7560
Sale          10,000               1.7693
Sale          2,000                1.7702
Sale          37,697               1.7707

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         3000                  1.7423
CFD        Short         17744                 1.7678
CFD        Short         29446                 1.7701
CFD        Short         15600                 1.772
CFD        Long          6135                  1.7516
CFD        Long          535124                1.757
CFD        Long          5500                  1.764
CFD        Long          197161                1.7643
CFD        Long          200845                1.7689
CFD        Long          37697                 1.7706
CFD        Long          3300                  1.7757
CFD        Long          20654                 1.7776


(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                         11 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     259,173                   2.3000           AMER           21/12/2007
Option             Purchased     -1,660,102                1.7500           AMER           21/12/2007
Option             Purchased     37,454                    1.7512           EURO           10/12/2007
Option             Purchased     -8,495                    1.5228           EURO           10/12/2007
Option             Purchased     -37,454                   1.7512           EURO           10/12/2007
Option             Purchased     8,495                     1.5228           EURO           10/12/2007
Option             Purchased     -1,110,984                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