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               31 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       75,434,474     3.50%    3,332,203      0.15%
securities
(2) Derivatives    19,171,019     0.89%   23,321,207      1.08%
(other than
options)
(3) Options and     8,000,000     0.37%    4,000,000      0.19%
agreements to
purchase/sell
Total             102,605,493     4.76%    30,653,410     1.42%


(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      8,670                Transfer
Purchase      1,362                Transfer
Purchase      1,200                1.8202
Purchase      30,651               Transfer
Purchase      9,658                Transfer
Purchase      1,000                1.8325
Purchase      8,670                Transfer
Purchase      542                  1.8215
Purchase      20,000               1.8097
Purchase      1,350                1.8354
Purchase      3,666                Transfer
Purchase      2,738                1.8122
Purchase      1,032                1.8108
Purchase      182,298              1.8255
Purchase      5,212                Transfer
Purchase      10,338               1.8271
Purchase      107,399              1.8111
Purchase      1,673                Transfer
Purchase      20,000               1.8112
Sale          10,000               1.8227
Sale          59,760               1.8260
Sale          838                  1.8232
Sale          2,735                1.8315
Sale          1,900                1.8275
Sale          10,907               1.8352
Sale          2,898                1.8302
Sale          93,513               1.8274
Sale          89,233               1.8192
Sale          11,283               1.8400
Sale          579,000              1.8200
Sale          8,670                Transfer
Sale          21,920               Transfer
Sale          285,150              1.8333
Sale          8,773                1.8400
Sale          15,914               Transfer
Sale          14,013               1.8225
Sale          28,619               Transfer
Sale          78,669               1.8311
Sale          9,984               1.8397

(b)  Derivatives transactions (other than options)
Product name   Long/Short    Number of     Price per
                             Securities    unit
CFD            Short         1032          1.8107
CFD            Short         107399        1.8111
CFD            Short         182298        1.8255
CFD            Short         10338         1.8271
CFD            Long          14013         1.8224
CFD            Long          93513         1.8274
CFD            Long          78669         1.8311
CFD            Long          9984          1.8396

(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                         01 November 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