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               24 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       75,427,662   3.50%          3,771,560    0.18%
securities
(2) Derivatives    16,366,877   0.76%         20,875,356    0.97%
(other than
options)
(3) Options and       135,748   0.01%          2,625,697    0.12%
agreements to
purchase/sell

Total              91,930,287   4.27%         27,272,613    1.27%


(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      1,136                1.7600
Purchase      1,900                1.7522
Purchase      1,000                1.7420
Purchase      7,459                1.7427
Purchase      2,840                1.7600
Purchase      4,268                1.7537
Purchase      2,000                1.7627
Purchase      1,295                Transfer
Purchase      5,669                1.7637
Purchase      14,306               1.7475
Purchase      5,060                1.7682
Purchase      1,319                1.7600
Purchase      717                  1.7507
Purchase      500                  1.7642
Purchase      2,000                1.7747
Purchase      1,147                1.7430
Purchase      1,851                1.7442
Purchase      19,545               1.7550
Purchase      80,385               1.7607
Purchase      25,300               1.7632
Purchase      29,906               1.7527
Purchase      26,982               1.7570
Purchase      40,000               1.7461
Purchase      25,800               1.7525
Purchase      2,000                1.7540
Purchase      2,797                1.7757
Sale          105,549              1.7549
Sale          162,079              1.7489
Sale          39,300               1.7568
Sale          4,268                1.7703
Sale          2,000                1.7502
Sale          20,806               1.7547
Sale          14,593               1.7684
Sale          23,673               1.7572
Sale          1,065                1.7705
Sale          12,000               1.7710
Sale          13,833               1.7691
Sale          563,096              1.7582


(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         25800                 1.7525
CFD        Short         29906                 1.7527
CFD        Short         26982                 1.757
CFD        Short         80385                 1.7606
CFD        Short         25300                 1.7631
CFD        Long          20806                 1.7546
CFD        Long          105549                1.7548
CFD        Long          74593                 1.7568
CFD        Long          23673                 1.7571
CFD        Long          527803                1.7582
CFD        Long          14593                 1.7684
CFD        Long          13833                 1.769


(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                         25 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     135,748                   2.3000           AMER           21/12/2007
Option             Purchased     -1,775,445                1.7500           AMER           21/12/2007
Option             Purchased     -850,252                  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