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               07 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       77,409,758   3.60%       3,230,583      0.15%
securities
(2) Derivatives    11,309,064   0.53%      13,992,086      0.65%
(other than
options)
(3) Options and       694,205   0.03%       1,850,752      0.09%
agreements to
purchase/sell

Total              89,413,027   4.16%      19,073,421      0.89%

(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      18,194               1.9250
Purchase      2,611                1.9145
Purchase      1,000                1.9376
Purchase      200                  Transfer
Purchase      1,500                1.9196
Purchase      1,354                1.9192
Purchase      1,563                1.9187
Purchase      519                  1.9237
Purchase      7,700                1.9250
Purchase      9,964                1.9250
Purchase      76,200               1.9257
Purchase      33,497               1.9169
Purchase      3,000                1.9266
Purchase      14,628               1.9201
Purchase      200                  Transfer
Purchase      20,521               1.9143
Purchase      1,028                1.9237
Purchase      135,857              1.9183
Purchase      20,030               1.9200
Purchase      19,545               1.9250
Sale          10,000               1.9203
Sale          636                  1.9325
Sale          882                  1.9193
Sale          453                  1.9107
Sale          200                  1.9192
Sale          250                  1.9253
Sale          2,611                1.9193
Sale          252                  1.9325
Sale          52,384               1.9339
Sale          12,000               1.9218
Sale          135,857              1.9183
Sale          52,914               1.9213
Sale          135,857              1.9183
Sale          249,054              1.9222
Sale          135,857              1.9183
Sale          1,000                1.9227

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         33497                 1.9169
CFD        Short         96503                 1.9183
CFD        Short         20030                 1.92
CFD        Short         14628                 1.9201
CFD        Short         90664                 1.9214
CFD        Short         76200                 1.9257
CFD        Long          135857                1.9182
CFD        Long          52914                 1.9212
CFD        Long          12000                 1.9217
CFD        Long          249054                1.9221

(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                         08 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     694,205                   2.3000           AMER           21/12/2007
Option             Purchased     -1,850,752                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