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               26 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       77,830,371     3.61%     3,045,428     0.14%
securities
(2) Derivatives    17,348,875     0.81%    22,779,458     1.06%
(other than
options)
(3) Options and     8,000,000     0.37%     4,000,000     0.19%
agreements to
purchase/sell
Total              103,179,246    4.79%     29,824,886    1.39%


(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      578                  1.7287
Purchase      2,964                1.6867
Purchase      844                  1.7522
Purchase      5,079                Transfer
Purchase      157,311              1.7570
Purchase      193,123              1.7555
Purchase      170                  1.7645
Purchase      50                   1.7545
Purchase      157,311              Transfer
Purchase      354,447              1.7263
Purchase      40,000               1.7250
Purchase      32,928               1.7352
Purchase      22,923               1.7363
Purchase      1,500                1.7275
Purchase      312,386              1.7317
Purchase      3,403                1.7522
Purchase      29,376               1.7413
Sale          1,000                1.7117
Sale          453                  1.7545
Sale          1,500                1.7552
Sale          2,761                1.7712
Sale          1,000                1.7575
Sale          8,718                1.7115
Sale          1,147                1.7552
Sale          2,964                1.7330
Sale          1,016                1.7182
Sale          157,311              Transfer
Sale          28,458               1.7490
Sale          2,000                1.7365
Sale          28,145               1.7537
Sale          71,848               1.7406
Sale          17,800               1.7603
Sale          1,200                1.7655
Sale          34,869               1.7318
Sale          3,405                1.7100
Sale          585,668              1.7500
Sale          2,988                1.7490
Sale          580                  1.7527
Sale          12,924               1.7722
Sale          1,500                1.7453
Sale          3,403                1.7672
Sale          550                  1.7505

(b)  Derivatives transactions (other than options)
Product name   Long/Short    Number of     Price per
                             Securities    unit
CFD            Short         198598        1.7181
CFD            Short         312386        1.7316
CFD            Short         32928         1.7351
CFD            Short         22923         1.7362
CFD            Short         155849        1.7367
CFD            Short         29376         1.7413
CFD            Short         193123        1.7554
CFD            Long          34869         1.7318
CFD            Long          71848         1.7406
CFD            Long          585668        1.75
CFD            Long          28145         1.7537
CFD            Long          17800         1.7603

(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                         29 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   4,000,000              2.3000           AMER           21/12/2007
Option            Purchased   4,000,000              1.7500           AMER           21/12/2007
Option            Purchased   -4,000,000             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