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               29 February 2008

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      69,011,153     2.97%      5,331,188     0.23%
securities
(2) Derivatives    1,543,990     0.07%      4,544,142     0.20%
options)
(3) Options and            0     0.00%      5,078,200     0.22%
agreements to
purchase/sell
Total             70,555,143     3.04%     14,953,530     0.64%


(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      32,180               1.3406
Purchase      27,882               1.3350
Purchase      400                  Transfer
Purchase      172,748              1.3438
Purchase      2,570                1.3350
Purchase      116,956              1.3427
Purchase      3,449                1.3350
Purchase      10,840               1.3445
Purchase      1,347                1.3353
Purchase      648                  1.3491
Purchase      4,238                1.3350
Purchase      6,500                1.3372
Purchase      4,000                1.3390
Purchase      11,437               1.3350
Purchase      45,981               1.3350
Purchase      20,350               1.3350
Sale          362,530              1.3399
Sale          76,090               1.3359
Sale          117,092              1.3396
Sale          5,689                1.3398
Sale          698                  1.3415
Sale          264                  1.3385
Sale          3,177                1.3384
Sale          29,565               1.3444
Sale          30,452               1.3350
Sale          167,456              1.3448


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         1347          1.3352
CFD            Short         6500          1.3371
CFD            Short         4000          1.339
CFD            Short         32180         1.3406
CFD            Short         20495         1.3423
CFD            Short         96461         1.3427
CFD            Short         172748        1.3437
CFD            Long          76090         1.3358
CFD            Long          95081         1.3395
CFD            Long          22011         1.3396
CFD            Long          5689          1.3397
CFD            Long          362530        1.3398
CFD            Long          66803         1.3419
CFD            Long          29565         1.3444
CFD            Long          167456        1.3448


(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 March 2008
Contact name                               Geoff Smith
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)


Notes
The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk

SUPPLEMENTAL FORM 8

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

OPEN POSITIONS (Note 1)
Product name,     Written or  Number of securities   Exercise price   Type, e.g.     Expiry date
e.g. call option  purchased   to which the option    (Note 2)         American,
                              or derivative relates                   European etc.
Option            Purchased   -78,200                1.4070           EURO           06/05/2008
Option            Purchased   -5,000,000             1.4500           AMER           20/03/2008


Notes

1. Where there are open option positions or open derivative positions (except for CFDs), 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