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               02 November 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       72,002,299     3.34%    3,376,811      0.16%
securities
(2) Derivatives    20,812,426     0.97%   23,983,906      1.11%
(other than
options)
(3) Options and     8,000,000     0.37%    4,000,000      0.19%
agreements to
purchase/sell
Total             100,814,725     4.68%    31,360,717     1.46%


(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      198,723              1.7691
Purchase      600                  1.7707
Purchase      63,452               1.7707
Purchase      25,117               1.7744
Purchase      33,345               1.7700
Purchase      2,857                1.7770
Purchase      1,337                1.7667
Purchase      1,632                1.7770
Purchase      36,108               1.7705
Purchase      76,180               1.7698
Purchase      266,577              1.7690
Purchase      1,403                1.7770
Purchase      696,560              1.7700
Purchase      649,692              1.7700
Purchase      810                  1.7670
Sale          99,270               1.7716
Sale          649,692              1.7700
Sale          1,337                1.7667
Sale          649,692              1.7700
Sale          696,560              1.7700
Sale          52,242               1.7720
Sale          696,560              1.7700
Sale          1,379,597            1.7700
Sale          800                  1.7759
Sale          44,628               1.7699
Sale          810                  1.7670
Sale          1,337                1.7667
Sale          33,345               1.7700
Sale          81,934               1.7688
Sale          38,205               1.7699
Sale          496,277              1.7724
Sale          24,453               1.7755

(b)  Derivatives transactions (other than options)
Product name   Long/Short    Number of     Price per
                             Securities    unit
CFD            Short         198723        1.7691
CFD            Short         76180         1.7698
CFD            Short         36108         1.7704
CFD            Short         63452         1.7706
CFD            Short         25117         1.7743
CFD            Long          1337          1.7667
CFD            Long          81934         1.7688
CFD            Long          82833         1.7699
CFD            Long          99270         1.7716
CFD            Long          496277        1.7724
CFD            Long          800           1.7759
CFD            Long          7196          1.7769

(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                         05 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