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               13 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       76,010,064   3.54%       4,090,354      0.19%
securities
(2) Derivatives    14,975,142   0.70%      16,872,323      0.78%
(other than
options)
(3) Options and       432,038   0.02%       1,416,308      0.07%
agreements to
purchase/sell

Total              91,417,244   4.25%      22,378,985      1.04%

(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      59,597               1.8450
Purchase      42,658               1.8125
Purchase      215,930              1.8481
Purchase      318,838              1.8322
Purchase      10,000               1.8300
Purchase      1,086                1.8402
Purchase      102,582              1.8355
Purchase      2,600                1.8467
Purchase      10,000               1.8350
Purchase      66,076               1.8346
Purchase      89,941               1.8414
Purchase      8,170                1.8488
Purchase      1,093                Transfer
Purchase      66,076               1.8346
Purchase      2,700                1.8432
Purchase      15,980               1.8259
Purchase      2,583                1.8314
Purchase      300                  1.8350
Purchase      30                   1.8163
Purchase      539                  1.8315
Purchase      153,142              1.8318
Purchase      533                  1.8432
Sale          200                  1.8312
Sale          20,000               1.8370
Sale          5,000                1.8330
Sale          1,500                1.8275
Sale          229,600              1.8533
Sale          59,597               1.8450
Sale          1,753                1.8302
Sale          66,076               1.8346
Sale          17,348               1.8300
Sale          102,582              1.8356
Sale          42,658               1.8126
Sale          5,200                1.8390
Sale          5,000                1.8337
Sale          268,541              1.8280
Sale          89,514               1.8280
Sale          842,476              1.8288
Sale          4,100                1.8328
Sale          102,582              1.8355
Sale          59,597               1.8450
Sale          42,658               1.8125


(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         30                    1.8163
CFD        Short         15980                 1.8259
CFD        Short         153142                1.8317
CFD        Short         318838                1.8321
CFD        Short         66076                 1.8346
CFD        Short         89941                 1.8414
CFD        Long          42658                 1.8125
CFD        Long          135118                1.8276
CFD        Long          707358                1.829
CFD        Long          17348                 1.83
CFD        Long          5000                  1.8337
CFD        Long          102582                1.8355
CFD        Long          5200                  1.839

(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                         14 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     432,038                   2.3000           AMER           21/12/2007
Option             Purchased     -1,416,308                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