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               11 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       76,028,825   3.53%          3,493,363    0.16%
securities
(2) Derivatives    10,984,313   0.51%         16,512,734    0.77%
(other than
options)
(3) Options and       338,095   0.02%          2,761,758    0.13%
agreements to
purchase/sell

Total              87,351,233   4.06%          22,767,855   1.06%

(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      32,296               1.7776
Purchase      2,767                1.7937
Purchase      10,010               1.7889
Purchase      125,967              1.7912
Purchase      433                  Transfer
Purchase      400                  1.7975
Purchase      500,000              1.8108
Purchase      800                  1.7847
Purchase      13,142               1.7960
Purchase      15,361               1.7950
Purchase      473                  Transfer
Purchase      125,198              1.8003
Purchase      38,831               1.8049
Purchase      445                  1.7977
Purchase      250,000              1.8127
Sale          5,000                1.7762
Sale          5,616                1.7885
Sale          4,000                1.8002
Sale          1,000                1.7955
Sale          10,783               1.7832
Sale          2,000                1.7892
Sale          7,000                1.7972
Sale          15,154               1.7875
Sale          600                  1.7965
Sale          14,696               1.8017
Sale          5,700                1.8057
Sale          5,000                1.8002
Sale          3,000                1.8102
Sale          20,000               1.7992
Sale          5,769                1.7826
Sale          19,700               1.7971
Sale          901                  1.7780
Sale          59,219               1.8079
Sale          900                  1.8142
Sale          33,585               1.8103
Sale          1,250                1.7762
Sale          20,368               1.7997
Sale          192,848              1.8036
Sale          39,400               1.8053
Sale          8,667                1.7932

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         32296                 1.7775
CFD        Short         10010                 1.7889
CFD        Short         125967                1.7912
CFD        Short         15361                 1.795
CFD        Short         13142                 1.7959
CFD        Short         125198                1.8003
CFD        Short         38831                 1.8048
CFD        Long          5769                  1.7826
CFD        Long          19700                 1.797
CFD        Long          107468                1.7981
CFD        Long          20368                 1.7996
CFD        Long          39400                 1.8053
CFD        Long          59219                 1.8079
CFD        Long          33585                 1.8102
CFD        Long          85380                 1.8104
CFD        Long          900                   1.8142


(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                         12 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     291,822                    2.3000          AMER           21/12/2007
Option             Purchased     -1,518,278                 1.7500          AMER           21/12/2007
Option             Purchased     38,959                     1.7512          EURO           10/12/2007
Option             Purchased     -7,314                     1.5228          EURO           10/12/2007
Option             Purchased     -38,959                    1.7512          EURO           10/12/2007
Option             Purchased     7,314                      1.5228          EURO           10/12/2007
Option             Purchased     -1,197,207                 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