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               19 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       76,744,570   3.56%         2,743,008     0.13%
securities
(2) Derivatives    13,936,365   0.65%         19,691,873    0.91%
(other than
options)
(3) Options and       113,639   0.01%          2,907,596    0.14%
agreements to
purchase/sell

Total              90,794,574   4.22%         25,342,477    1.18%

(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      75,056               1.7000
Purchase      9,593                1.6677
Purchase      588                  1.6697
Purchase      115,597              1.6980
Purchase      187,684              1.6830
Purchase      1,000                1.6987
Purchase      5,954                1.6939
Purchase      11,700               1.6970
Purchase      100,721              1.6776
Purchase      4,500                1.7010
Purchase      22,054               1.6703
Purchase      2,837                1.7000
Purchase      3,100                1.6692
Purchase      283,977              1.6702
Sale          200                  Transfer
Sale          127,905              1.6917
Sale          205,499              1.6847
Sale          8,954                1.6936
Sale          115,597              1.6980
Sale          1,034                1.6962
Sale          75,056               1.6700

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         3100                  1.6692
CFD        Short         22054                 1.6703
CFD        Short         100721                1.6775
CFD        Short         111502                1.6816
CFD        Short         76182                 1.6849
CFD        Short         5954                  1.6938
CFD        Short         4500                  1.701
CFD        Long          144273                1.6806
CFD        Long          127905                1.6917
CFD        Long          8954                  1.6936
CFD        Long          61226                 1.6944

(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                         22 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     73,897                    2.3000           AMER           21/12/2007
Option             Purchased     -2,321,028                1.7500           AMER           21/12/2007
Option             Purchased     25,704                    1.7512           EURO           10/12/2007
Option             Purchased     -14,039                   1.5228           EURO           10/12/2007
Option             Purchased     -25,704                   1.7512           EURO           10/12/2007
Option             Purchased     14,039                    1.5228           EURO           10/12/2007
Option             Purchased     -546,826                  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