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               11 March 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      69,957,011      2.99%     5,817,804      0.25%
securities
(2) Derivatives    1,582,408      0.07%     5,292,247      0.23%
(other than
options)
(3) Options and            0      0.00%     5,078,200      0.22%
agreements to
purchase/sell
Total             71,539,419      3.06%     16,188,251     0.69%


(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      31,457                1.2327
Purchase      2,299                 1.2400
Purchase      24,130                1.2193
Purchase      7,666                 1.2402
Purchase      202,147               1.2378
Purchase      16,281                1.2415
Purchase      178,104               1.2380
Purchase      412,108               1.2316
Purchase      511,471               1.2384
Purchase      163,595               1.2580
Purchase      180,916               1.2283
Purchase      119,614               1.2453
Sale          135,740               1.2395
Sale          511,471               1.2385
Sale          180,417               1.2502
Sale          159,630               1.2412
Sale          393,826               1.2332
Sale          109,398               1.2583
Sale          377,100               1.2556
Sale          8,247                 1.2235
Sale          19,623                1.2400
Sale          9,865                 1.2490
Sale          18,454                1.2434
Sale          424                   1.2320
Sale          339,213               1.2362
Sale          6,541                 1.2400
Sale          400,743               1.2336

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         24130         1.2193
CFD            Short         180916        1.2282
CFD            Short         412108        1.2315
CFD            Short         31457         1.2327
CFD            Short         202147        1.2377
CFD            Short         178104        1.2379
CFD            Short         7666          1.2402
CFD            Short         16281         1.2415
CFD            Short         119614        1.2453
CFD            Short         163595        1.2579
CFD            Long          290926        1.2328
CFD            Long          109817        1.2355
CFD            Long          339213        1.2362
CFD            Long          135740        1.2395
CFD            Long          159630        1.2412
CFD            Long          18454         1.2434
CFD            Long          159090        1.2468
CFD            Long          9865          1.249
CFD            Long          180417        1.2501
CFD            Long          377100        1.2555

(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


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.

None


Is a Supplemental Form 8 attached? (Note 9)                 YES


Date of disclosure                         12 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