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 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      70,025,381      2.99%     5,409,071      0.23%
securities
(2) Derivatives    1,559,074      0.07%     5,127,680      0.22%
(other than
options)
(3) Options and            0      0.00%     5,078,200      0.22%
agreements to
purchase/sell
Total             71,584,455      3.06%     15,614,951     0.67%


(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      350,000               1.2752
Purchase      186,440               1.2554
Purchase      102,084               1.2529
Purchase      19,547                1.2537
Purchase      87,500                1.2422
Purchase      11,120                1.2682
Purchase      14,491                1.2564
Purchase      12,049                1.2509
Purchase      14,251                1.2468
Purchase      496,655               1.2475
Sale          12,000                1.2410
Sale          98,700                1.2589
Sale          1,111                 1.2708
Sale          108,526               1.2512
Sale          54,731                1.2427
Sale          50,003                1.2592
Sale          12,106                1.2645
Sale          510,492               1.2470
Sale          3,242                 1.2514
Sale          26,234                1.2466
Sale          1,445                 1.2538
Sale          2,606                 1.2310
Sale          211,216               1.2488
Sale          690                   1.2831
Sale          5,100                 1.2740

NB: The below transactions which were previously disclosed have been cancelled
Deal Date     Purchase/Sale     Number of Securities     Price per unit (GBP)
07/03/2008    Purchase          21,470                   1.1828

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         87500         1.2421
CFD            Short         14251         1.2467
CFD            Short         496655        1.2474
CFD            Short         12049         1.2509
CFD            Short         102084        1.2529
CFD            Short         186440        1.2554
CFD            Short         11120         1.2682
CFD            Long          2606          1.231
CFD            Long          26234         1.2466
CFD            Long          510492        1.247
CFD            Long          211216        1.2487
CFD            Long          108526        1.2512
CFD            Long          3242          1.2514
CFD            Long          98700         1.2588
CFD            Long          50003         1.2592
CFD            Long          1111          1.2708

(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                         14 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