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               30 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       76,350,794     3.55%    3,209,395      0.15%
securities
(2) Derivatives    18,974,840     0.88%   23,020,140      1.07%
(other than
options)
(3) Options and     8,000,000     0.37%    4,000,000      0.19%
agreements to
purchase/sell
Total              103,325,634    4.80%    30,229,535     1.40%


(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      550                  1.8172
Purchase      20,000               1.7780
Purchase      18,736               1.8104
Purchase      26,937               1.8134
Purchase      1,500                1.8137
Purchase      4,603                1.8081
Purchase      7,916                1.8129
Purchase      753,493              1.7916
Purchase      13,030               1.8200
Purchase      9,962                1.8067
Purchase      2,318                1.8172
Purchase      122,607              1.8039
Purchase      6,054                1.8200
Purchase      838                  1.7722
Sale          12,803               1.7913
Sale          1,800                1.8113
Sale          1,300                1.8224
Sale          1,696                1.7690
Sale          2,000                1.8073
Sale          11,200               1.8006
Sale          300                  1.8107
Sale          4,300                1.8212
Sale          201                  1.8082
Sale          2,816                1.8228
Sale          4,000                1.8140
Sale          209,941              1.8126
Sale          12,736               1.8104
Sale          33,630               1.8197
Sale          753,493              1.7916
Sale          4,300                1.8214
Sale          133,647              1.8104
Sale          466,866              1.8066
Sale          150,782              1.8104
Sale          2,128                1.8212

(b)  Derivatives transactions (other than options)
Product name   Long/Short    Number of     Price per
                             Securities    unit
CFD            Short         122607        1.8038
CFD            Short         4603          1.808
CFD            Short         18736         1.8103
CFD            Short         7916          1.8129
CFD            Short         26937         1.8133
CFD            Long          58854         1.8049
CFD            Long          466866        1.8066
CFD            Long          146383        1.8103
CFD            Long          150782        1.8104
CFD            Long          151087        1.8156
CFD            Long          33630         1.8196

(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                         31 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