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               17 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      70,887,989      3.05%     6,138,268      0.26%
securities
(2) Derivatives    1,543,028      0.07%     5,777,302      0.25%
(other than
options)
(3) Options and            0      0.00%     5,078,200      0.22%
agreements to
purchase/sell
Total             72,431,017      3.12%    16,993,770      0.73%


(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      77,223                1.1391
Purchase      2,472                 1.2340
Purchase      3,705                 1.2269
Purchase      33,879                1.1480
Purchase      1,754                 1.1400
Purchase      151,594               1.1549
Purchase      41,300                1.1405
Purchase      86,468                1.2512
Purchase      17,032                1.1435
Purchase      5,200                 1.1524
Purchase      355,534               1.1427
Purchase      27,472                1.1438
Purchase      92,645                1.2498
Purchase      10,440                1.1440
Purchase      616,222               1.1606
Sale          4,199                 1.1780
Sale          31,139                1.1540
Sale          145,814               1.1481
Sale          4,614                 1.1310
Sale          50,253                1.1404
Sale          92,645                1.2497
Sale          3,779                 1.2730
Sale          37,088                1.1555
Sale          168,120               1.1390
Sale          27,472                1.1437
Sale          3,800                 1.1560

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         59122         1.139
CFD            Short         77223         1.1391
CFD            Short         41300         1.1405
CFD            Short         296412        1.1434
CFD            Short         5200          1.1523
CFD            Short         151594        1.1548
CFD            Short         616222        1.1605
CFD            Long          168120        1.139
CFD            Long          50253         1.1404
CFD            Long          87330         1.1461
CFD            Long          145814        1.1481
CFD            Long          37088         1.1554
CFD            Long          3800          1.156
CFD            Long          4199          1.1779

(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                         18 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