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               12 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       76,658,913   3.56%          3,434,707    0.16%
securities
(2) Derivatives    11,833,313   0.55%         17,132,938    0.80%
(other than
options)
(3) Options and       351,684   0.02%          2,742,704    0.13%
agreements to
purchase/sell

Total              88,843,910   4.13%         23,310,349    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      8,000                1.8160
Purchase      552                  1.8162
Purchase      992                  1.8127
Purchase      550                  1.8170
Purchase      3,600                1.8152
Purchase      5,478                1.8150
Purchase      13,760               1.8100
Purchase      9,364                1.8120
Purchase      9,711                1.8100
Purchase      376,162              1.8114
Purchase      180,123              1.8060
Purchase      891,800              1.8100
Purchase      180,123              1.8060
Purchase      6,400                1.8108
Purchase      9,387                1.8100
Purchase      20,278               1.8103
Purchase      200,000              1.8139
Purchase      125,198              1.8114
Sale          3,664                1.8147
Sale          671                  1.8110
Sale          5,587                1.8162
Sale          1,000                1.8130
Sale          1,765                1.8125
Sale          7,600                1.8120
Sale          12,466               1.8165
Sale          1,000                1.8130
Sale          715                  1.8095
Sale          315,215              1.8170
Sale          750                  1.8152
Sale          443,962              1.8121
Sale          2,297                1.8157
Sale          3,704                1.8161
Sale          125,198              1.8114
Sale          125,198              1.8114
Sale          2,000                1.8165
Sale          12,364               1.8122
Sale          2,156                1.8100
Sale          90,062               1.8170
Sale          254,016              1.8129

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         20278                 1.8103
CFD        Short         6400                  1.8108
CFD        Short         376162                1.8113
CFD        Short         9364                  1.8119
CFD        Short         200000                1.8138
CFD        Short         8000                  1.816
CFD        Long          2156                  1.81
CFD        Long          125198                1.8114
CFD        Long          7600                  1.812
CFD        Long          443962                1.8121
CFD        Long          12364                 1.8122
CFD        Long          235982                1.8127
CFD        Long          18034                 1.8149
CFD        Long          3704                  1.8161

(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                         15 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     305,081                   2.3000           AMER           21/12/2007
Option             Purchased     -1,457,910                1.7500           AMER           21/12/2007
Option             Purchased     39,804                    1.7512           EURO           10/12/2007
Option             Purchased     -6,798                    1.5228           EURO           10/12/2007
Option             Purchased     -39,804                   1.7512           EURO           10/12/2007
Option             Purchased     6,798                     1.5228           EURO           10/12/2007
Option             Purchased     -1,238,191                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