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               15 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       76,757,547   3.56%          3,204,984    0.15%
securities
(2) Derivatives    12,136,519   0.56%         17,787,733    0.83%
(other than
options)
(3) Options and       225,228   0.01%          2,761,026    0.13%
agreements to
purchase/sell

Total              89,119,294   4.14%         23,753,743    1.10%

(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      200                  1.7497
Purchase      2,754                1.8100
Purchase      244,103              1.7618
Purchase      374,934              1.7731
Purchase      17,068               1.7607
Purchase      2,821                1.8126
Purchase      2,351                1.8100
Purchase      1,900                1.7635
Purchase      20,960               1.7513
Purchase      6,000                1.7593
Purchase      7,275                1.8126
Purchase      8,798                1.7610
Purchase      54,504               1.7510
Purchase      2,286                1.7510
Purchase      2,375                1.8126
Purchase      6,722                1.7510
Purchase      3,666                1.7510
Sale          9,034                1.7910
Sale          1,099                1.8065
Sale          28,283               1.7584
Sale          550                  1.7697
Sale          12,000               1.7482
Sale          117,112              1.7673
Sale          11,381               1.7653
Sale          77,472               1.7583
Sale          140,430              1.7602
Sale          90                   1.7580
Sale          6,000                1.7557
Sale          6,632                1.7838
Sale          250,000              1.7800


(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         100000                1.7511
CFD        Short         20960                 1.7513
CFD        Short         6000                  1.7593
CFD        Short         8798                  1.7609
CFD        Short         90000                 1.7653
CFD        Short         374934                1.773
CFD        Short         54103                 1.7756
CFD        Long          6000                  1.7556
CFD        Long          28283                 1.7584
CFD        Long          75842                 1.76
CFD        Long          140430                1.7602
CFD        Long          11381                 1.7652
CFD        Long          41270                 1.7807


(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                         16 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     181,644                   2.3000           AMER           21/12/2007
Option             Purchased     -1,791,710                1.7500           AMER           21/12/2007
Option             Purchased     34,357                    1.7512           EURO           10/12/2007
Option             Purchased     -9,227                    1.5228           EURO           10/12/2007
Option             Purchased     -34,357                   1.7512           EURO           10/12/2007
Option             Purchased     9,227                     1.5228           EURO           10/12/2007
Option             Purchased     -925,732                  2.0000           AMER           21/12/2007


1. 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