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               16 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       76,798,443   3.57%         2,711,596     0.13%
securities
(2) Derivatives    12,524,951   0.58%         18,550,780    0.86%
(other than
options)
(3) Options and       175,997   0.01%          2,804,920    0.13%
agreements to
purchase/sell

Total              89,499,391    4.16%         24,067,296   1.12%%

(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      21,412               1.7193
Purchase      752                  Transfer
Purchase      1,200                1.7272
Purchase      20,781               1.6989
Purchase      690                  Transfer
Purchase      20                   1.7177
Purchase      2,898                1.7140
Purchase      7,700                1.7239
Purchase      12,000               1.7291
Purchase      118,562              1.7056
Purchase      5,000                1.7295
Purchase      3,527                1.6943
Purchase      3,484                1.6933
Purchase      575,581              1.7125
Purchase      540                  1.7190
Sale          755                  1.6977
Sale          750                  1.7253
Sale          200                  1.7077
Sale          2,744                1.7310
Sale          5,180                1.6977
Sale          17,068               1.6960
Sale          1,707                1.6950
Sale          3,484                1.7247
Sale          24,198               1.7076
Sale          2,900                1.7040
Sale          315,800              1.7500
Sale          265,251              1.7252
Sale          9,000                1.7158
Sale          83,599               1.7121
Sale          615                  1.7267

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         3484                  1.6933
CFD        Short         3527                  1.6942
CFD        Short         20781                 1.6988
CFD        Short         118562                1.7055
CFD        Short         267003                1.7101
CFD        Short         308578                1.7144
CFD        Short         21412                 1.7193
CFD        Short         7700                  1.7239
CFD        Short         12000                 1.729
CFD        Long          2900                  1.704
CFD        Long          24198                 1.7076
CFD        Long          83599                 1.7121
CFD        Long          9000                  1.7157
CFD        Long          3484                  1.7246
CFD        Long          265251                1.7252


(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                         17 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     133,929                   2.3000           AMER           21/12/2007
Option             Purchased     -1,989,998                1.7500           AMER           21/12/2007
Option             Purchased     31,114                    1.7512           EURO           10/12/2007
Option             Purchased     -10,954                   1.5228           EURO           10/12/2007
Option             Purchased     -31,114                   1.7512           EURO           10/12/2007
Option             Purchased     10,954                    1.5228           EURO           10/12/2007
Option             Purchased     -772,853                  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