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               25 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       77,489,186     3.60%     2,810,452     0.13%
securities
(2) Derivatives    16,610,545     0.77%    21,834,275     1.01%
(other than
options)
(3) Options and       133,158     0.01%     2,619,382     0.12%
agreements to
purchase/sell
Total              94,232,889     4.38%    27,264,109     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      33,535               1.7512
Purchase      3,405                1.7617
Purchase      1,701                1.7472
Purchase      50                   1.7477
Purchase      574                  1.7407
Purchase      8,619                1.7402
Purchase      3,743                1.7445
Purchase      900                  1.7490
Purchase      2,507                1.7543
Purchase      1,187                Transfer
Purchase      447,445              1.7515
Purchase      492,381              Transfer
Purchase      492,381              1.7550
Purchase      696,560              Transfer
Purchase      72,097               1.7536
Purchase      1,100                1.7424
Purchase      92,582               1.7552
Purchase      89,887               1.7490
Purchase      269,661              1.7500
Purchase      5,244                1.7570
Purchase      696,560              1.7550
Purchase      285,554              1.7515
Purchase      200                  Transfer
Purchase      26,606               1.7567
Sale          8,773                1.7570
Sale          2,700                1.7473
Sale          1,140                1.7442
Sale          2,388                1.7463
Sale          1,300                1.7627
Sale          290                  1.7505
Sale          1,000                1.7597
Sale          179,774              1.7490
Sale          21,032               1.7567
Sale          15,000               1.7510
Sale          584                  1.7422
Sale          23,915               1.7574
Sale          12,320               1.7500
Sale          16,397               1.7382
Sale          47,232               1.7529
Sale          9,282                1.7559
Sale          129,887              1.7598
Sale          696,560              Transfer
Sale          492,381              Transfer
Sale          1,000                1.7552


(b)  Derivatives transactions (other than options)
Product name   Long/Short    Number of     Price per
                             Securities    unit
CFD            Short         1100          1.7424
CFD            Short         33535         1.7512
CFD            Short         732999        1.7514
CFD            Short         72097         1.7535
CFD            Short         92582         1.7552
CFD            Short         26606         1.7567
CFD            Long          12320         1.75
CFD            Long          47232         1.7529
CFD            Long          9282          1.7558
CFD            Long          21032         1.7566
CFD            Long          23915         1.7574
CFD            Long          129887        1.7597


(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                         26 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)

SUPPLEMENTAL FORM 8

DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)

OPEN POSITIONS (Note 1)
Product name,     Written or  Number of securities   Exercise price   Type, e.g.     Expiry date
e.g. call option  purchased   to which the option    (Note 2)         American,
                              or derivative relates                   European etc.
Option            Purchased   133,158                2.3000           AMER           21/12/2007
Option            Purchased   -1,767,751             1.7500           AMER           21/12/2007
Option            Purchased   -851,631               2.0000           AMER           21/12/2007

Notes
1. Where there are open option positions or open derivative positions (except for CFDs), 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