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               01 August 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      78,349,751    3.64%       3,089,998      0.14%
securities
(2) Derivatives    9,153,566    0.43%      11,810,893      0.55%
(other than
options)
(3) Options and      552,903    0.03%       1,587,211      0.07%
agreements to
purchase/sell

Total             88,056,220    4.10%      16,488,102      0.77%

(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      2,000                1.8440
Purchase      1,000                1.8737
Purchase      7,820                1.9180
Purchase      3,641                1.9222
Purchase      1,000                1.8635
Purchase      3,745                1.8565
Purchase      2,634                1.8677
Purchase      6,428                1.9180
Purchase      877                  Transfer
Purchase      2,200                1.8532
Purchase      1,100                1.8742
Purchase      981                  Transfer
Purchase      171,046              1.8760
Purchase      40,631               1.8750
Purchase      28,173               1.8785
Purchase      17,800               1.8700
Purchase      240,488              1.8700
Purchase      92,600               1.8743
Purchase      665,674              1.8778
Purchase      22,572               1.8625
Sale          2,690                1.8700
Sale          500                  1.9152
Sale          179,027              1.8550
Sale          2,000                1.8507
Sale          2,000                1.8440
Sale          39,877               1.8700
Sale          1,115,664            1.8811
Sale          1,500                1.8503
Sale          45,179               1.8759
Sale          109,954              1.8882
Sale          3,500                1.8423
Sale          873                  1.8653
Sale          28,173               1.8966
Sale          2,741                1.8393
Sale          753                  1.8423
Sale          313,323              1.8724
Sale          2,000                1.8740

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         2000                  1.844
CFD        Short         66719                 1.868
CFD        Short         93700                 1.8742
CFD        Short         40631                 1.8749
CFD        Short         171046                1.876
CFD        Short         665674                1.8778
CFD        Short         28173                 1.8785
CFD        Short         45492                 1.8795
CFD        Long          2000                  1.844
CFD        Long          243104                1.872
CFD        Long          70219                 1.8734
CFD        Long          45179                 1.8758
CFD        Long          1115664               1.8811
CFD        Long          109954                1.8882
CFD        Long          28173                 1.8966


(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                         02 August 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)

DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)

Product name,      Written or    Number of Securities to   Exercise Price   Type, e.g.     Expiry Date
e.g. call option   Purchased     which the option or       (Note 2)         American,
                                 derivative relates                         European etc.
Option             Purchased                 552,903               2.3000          AMER    21/12/2007
Option             Purchased              -1,587,211               2.0000          AMER    21/12/2007

Notes
1. Where there are open option positions or open derivative positions (except for CFD's), 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