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               12 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      69,850,916      2.98%     5,759,071      0.25%
securities
(2) Derivatives    1,559,074      0.07%     5,229,711      0.22%
(other than
options)
(3) Options and            0      0.00%     5,078,200      0.22%
agreements to
purchase/sell
Total             71,409,990      3.05%     16,066,982     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      440,000               1.2400
Purchase      289,848               1.2773
Purchase      7,492                 1.2797
Purchase      241,121               1.2797
Purchase      107,813               1.2819
Purchase      3,386                 1.2680
Purchase      63,101                1.2790
Purchase      50,253                1.2727
Purchase      21,470                1.1769
Purchase      344,620               1.2789
Purchase      13,728                1.2766
Purchase      14,600                1.2746
Sale          8,702                 1.2788
Sale          440,000               1.2400
Sale          240,884               1.2819
Sale          20,908                1.2786
Sale          274,799               1.2797
Sale          5,780                 1.2790
Sale          8,160                 1.2814
Sale          127,978               1.2807
Sale          85,828                1.2763
Sale          4,016                 1.2630
Sale          200                   1.2765
Sale          461,772               1.2400
Sale          24,500                1.2803

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         50253         1.2726
CFD            Short         14600         1.2745
CFD            Short         259019        1.2764
CFD            Short         13728         1.2766
CFD            Short         63101         1.2789
CFD            Short         241121        1.2796
CFD            Short         7492          1.2797
CFD            Short         107813        1.2819
CFD            Short         30829         1.2841
CFD            Long          15000         1.2695
CFD            Long          85828         1.2763
CFD            Long          20908         1.2785
CFD            Long          8702          1.2787
CFD            Long          274799        1.2797
CFD            Long          51528         1.2799
CFD            Long          24500         1.2803
CFD            Long          8160          1.2814
CFD            Long          240884        1.2819
CFD            Long          112978        1.2821

(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                         13 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