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               23 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       76,082,742   3.53%          3,303,084    0.15%
securities
(2) Derivatives    15,586,027   0.72%         20,686,983    0.96%
(other than
options)
(3) Options and       115,725   0.01%          2,742,371    0.13%
agreements to
purchase/sell

Total              91,784,494   4.26%         26,732,438    1.24%

(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      118,877              1.6839
Purchase      234                  1.7032
Purchase      800                  1.7065
Purchase      444                  Transfer
Purchase      1,177                1.6792
Purchase      456                  1.7497
Purchase      4,170                1.6785
Purchase      250                  1.6677
Purchase      5,089                1.6810
Purchase      27,400               1.7321
Purchase      1,713                1.7310
Purchase      9,200                1.7000
Purchase      65,840               1.7310
Purchase      143,619              1.7263
Purchase      6,000                1.7140
Sale          45,386               1.7156
Sale          8,900                1.7118
Sale          174,363              1.7350
Sale          5,545                1.7122
Sale          16,397               1.7310
Sale          291,276              1.7124
Sale          319                  1.7002
Sale          550,700              1.7438
Sale          232                  1.7464
Sale          8,669                1.7229
Sale          65,672               1.7023
Sale          5,000                1.7505

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         118877                1.6839
CFD        Short         9200                  1.7
CFD        Short         6000                  1.714
CFD        Short         143619                1.7262
CFD        Short         27400                 1.7321
CFD        Long          65672                 1.7023
CFD        Long          8900                  1.7118
CFD        Long          5545                  1.7121
CFD        Long          291276                1.7124
CFD        Long          45386                 1.7155
CFD        Long          8669                  1.7228
CFD        Long          550700                1.7437

(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                         24 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     115,725                   2.3000           AMER           21/12/2007
Option             Purchased     -1,975,000                1.7500           AMER           21/12/2007
Option             Purchased     -767,371                  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