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               29 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       77,172,189     3.58%     2,849,458     0.13%
securities
(2) Derivatives    17,967,238     0.83%    22,839,341     1.06%
(other than
options)
(3) Options and     8,000,000     0.37%     4,000,000     0.19%
agreements to
purchase/sell
Total              103,139,427    4.79%    29,688,799     1.38%


(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      50,610               1.7663
Purchase      2,838                1.7617
Purchase      7,000                1.7682
Purchase      1,000                1.7605
Purchase      9,273                1.7685
Purchase      1,000                1.7845
Purchase      212                  Transfer
Purchase      568                  1.7605
Purchase      2,857                1.7900
Purchase      3,071                Transfer
Purchase      225,000              1.7750
Purchase      1,000                1.7817
Purchase      1,411                1.7532
Purchase      59,397               1.7658
Sale          7,000                1.7814
Sale          309                  1.7653
Sale          750                  1.7723
Sale          1,100                1.7833
Sale          417                  1.7607
Sale          3,743                1.7596
Sale          5,238                1.7804
Sale          14,240               1.7595
Sale          40,000               1.7651
Sale          20,596               1.7897
Sale          200,407              1.7570
Sale          18,976               1.7847
Sale          1,578                1.7570
Sale          110,274              1.7572
Sale          20,127               1.7606
Sale          12,300               1.7640
Sale          533,032              1.7706
Sale          13,332               1.7706
Sale          20,000               1.7820

(b)  Derivatives transactions (other than options)
Product name   Long/Short    Number of     Price per
                             Securities    unit
CFD            Short         50610         1.7662
CFD            Short         9273          1.7684
CFD            Long          20127         1.7605
CFD            Long          12300         1.764
CFD            Long          533032        1.7705
CFD            Long          13332         1.7706
CFD            Long          18976         1.7846
CFD            Long          20596         1.7896

(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                         30 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