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               06 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       77,830,854   3.62%       2,897,462      0.13%
securities
(2) Derivatives    10,606,943   0.49%      13,660,564      0.64%
(other than
options)
(3) Options and       646,053   0.03%        1,767,184     0.08%
agreements to
purchase/sell

Total              89,083,850   4.14%        18,325,210    0.85%

(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      1,000                1.9307
Purchase      550                  1.9237
Purchase      1,038                1.9265
Purchase      6,555                1.9090
Purchase      3,000                1.9326
Purchase      10,000               1.9220
Purchase      140,531              1.9195
Purchase      45,000               1.9254
Purchase      2,000                1.8775
Purchase      1,055                1.8775
Purchase      40,774               1.9231
Purchase      5,231                1.9340
Purchase      5,000                1.9336
Purchase      2,164                Transfer
Purchase      37,509               1.9280
Purchase      16,293               1.9090
Purchase      78,593               1.9254
Purchase      56,824               1.9094
Purchase      444                  Transfer
Purchase      446                  1.9346
Purchase      15                   1.9200
Sale          5,000                Transfer
Sale          3,000                1.9339
Sale          444                  Transfer
Sale          79                   1.9295
Sale          37,509               1.9280
Sale          140,531              1.9195
Sale          216                  1.9313
Sale          8,786                1.9081
Sale          42,725               1.9208
Sale          156,701              1.9236
Sale          37,509               1.9281
Sale          2,399                1.9253
Sale          37,509               1.9280
(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         56824                 1.9093
CFD        Short         95684                 1.9181
CFD        Short         15                    1.92
CFD        Short         40774                 1.9231
CFD        Short         78593                 1.9254
CFD        Short         16146                 1.9281
CFD        Long          8786                  1.9081
CFD        Long          42725                 1.9208
CFD        Long          156701                1.9236
CFD        Long          37509                 1.928
(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                         07 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     -1,767,184                 2.0000          AMER           21/12/2007
Option             Purchased      646,053                   2.3000          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