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               31 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       79,129,323   3.68%          2,550,449    0.12%
securities
(2) Derivatives    20,042,090   0.93%         23,559,160    1.10%
(other than
options)
(3) Options and       235,295   0.01%          2,741,670    0.13%
agreements to
purchase/sell

Total              99,406,708   4.62%          28,851,279   1.34%

(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      51,369               1.7890
Purchase      938                  Transfer
Purchase      1,427                Transfer
Purchase      79                   1.7777
Purchase      703                  Transfer
Purchase      1,975                1.7720
Purchase      671                  1.7675
Purchase      1,126                1.7750
Purchase      9,086                1.7850
Purchase      5,000                1.7627
Purchase      14,123               1.7877
Purchase      9,312                1.7890
Purchase      3,078                1.7890
Purchase      11,260               1.7840
Purchase      14,743               1.7843
Purchase      78,668               1.7766
Purchase      5,900                1.7783
Purchase      540                  1.7685
Purchase      12,300               1.7890
Purchase      232,965              1.7681
Sale          97,658               1.7890
Sale          3,243                1.7860
Sale          16,417               1.7821
Sale          4,307                1.7890
Sale          10,000               1.7862
Sale          9,108                1.7670
Sale          27,434               1.7887
Sale          11,200               1.7730
Sale          1,079                1.7730
Sale          12,015               1.7799
Sale          231,455              1.7848
Sale          11,260               1.7897
Sale          22,329               1.7670
Sale          14,123               1.7890
Sale          1,710                1.7657
Sale          5,000                1.7835

(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name                                           Unit
CFD        Short         25160                 1.7647
CFD        Short         232965                1.768
CFD        Short         78668                 1.7765
CFD        Short         5900                  1.7783
CFD        Short         11260                 1.784
CFD        Short         14743                 1.7843
CFD        Short         9086                  1.7849
CFD        Long          12015                 1.7798
CFD        Long          16417                 1.782
CFD        Long          231455                1.7847
CFD        Long          3243                  1.786
CFD        Long          27434                 1.7886
CFD        Long          97658                 1.789
CFD        Long          11260                 1.7896

(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                         03 September 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     235,295                   2.3000           AMER 21/12/2007
Option             Purchased     -1,688,476                1.7500           AMER 21/12/2007
Option             Purchased     -1,053,194                2.0000           AMER 21/12/2007
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