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               22 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       76,869,932   3.57%          2,708,588    0.13%
securities
(2) Derivatives    14,609,879   0.68%         20,381,887    0.95%
(other than
options)
(3) Options and        59,184   0.00%          2,880,209    0.13%
agreements to
purchase/sell

Total              91,538,995   4.25%         25,970,684    1.21%

(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      2,489                1.7000
Purchase      1,000                1.6630
Purchase      140                  1.6375
Purchase      70,000               1.6569
Purchase      51                   1.6607
Purchase      450                  1.6635
Purchase      2,000                1.6640
Purchase      150                  1.6375
Purchase      2,388                1.6612
Purchase      75,832               1.6620
Purchase      26,714               1.6491
Purchase      300                  1.6530
Purchase      19,647               1.6591
Purchase      550,700              1.6632
Purchase      69,027               1.6593
Purchase      6,669                1.6623
Purchase      75,832               1.6497
Purchase      1,189                1.6635
Purchase      17,257               1.6633
Purchase      625                  1.6565
Sale          3,024                1.6562
Sale          1,636                1.6607
Sale          8,000                1.6555
Sale          4,350                1.6715
Sale          300                  1.6622
Sale          7,500                1.6615
Sale          7,500                1.6612
Sale          200                  1.6625
Sale          690                  1.6287
Sale          1,000                1.6604
Sale          5,146                1.6620
Sale          52,952               1.6646
Sale          19,978               1.6571
Sale          4,900                1.6620
Sale          6,555                1.6620
Sale          75,832               1.6620
Sale          595,684              1.6601
Sale          1,851                1.6610

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         26714                 1.6491
CFD        Short         19647                 1.6591
CFD        Short         69027                 1.6593
CFD        Short         6669                  1.6623
CFD        Short         550700                1.6631
CFD        Short         17257                 1.6633
CFD        Long          19978                 1.657
CFD        Long          595684                1.66
CFD        Long          4900                  1.662
CFD        Long          52952                 1.6646

(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                         23 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      59,184                   2.3000           AMER           21/12/2007
Option             Purchased      -2,386,938               1.7500           AMER           21/12/2007
Option             Purchased      -493,272                 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