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               18 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      70,563,351      3.04%     5,246,989      0.23%
securities
(2) Derivatives    1,780,052      0.08%     5,446,593      0.23%
(other than
options)
(3) Options and            0      0.00%     5,078,200      0.22%
agreements to
purchase/sell
Total             72,343,403      3.11%     15,771,782     0.68%


(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      8,300                 1.1940
Purchase      91,113                1.1602
Purchase      1,019                 1.1960
Purchase      20,000                1.1536
Purchase      8,133                 1.1758
Purchase      213,788               1.1672
Purchase      37,316                1.1725
Purchase      3,965                 1.1900
Purchase      13,465                1.1909
Purchase      10,827                1.1672
Purchase      60,378                1.1866
Purchase      9,344                 1.1310
Sale          7,872                 1.1700
Sale          2,750                 1.1862
Sale          9,344                 1.1770
Sale          12,365                1.1831
Sale          114,548               1.1844
Sale          3,965                 1.1718
Sale          293                   1.1891
Sale          1,006                 1.1891
Sale          100                   1.1911
Sale          220,336               1.1648
Sale          41,440                1.1779
Sale          1,006                 1.1891
Sale          9,344                 1.1310
Sale          2,890                 1.1960
Sale          11,780                1.1783
Sale          263,247               1.1813
Sale          100,000               1.1897

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         20000          1.1536
CFD            Short         91113          1.1601
CFD            Short         224615         1.1671
CFD            Short         37316          1.1724
CFD            Short         8133           1.1758
CFD            Short         60378          1.1866
CFD            Short         3965           1.1899
CFD            Short         8300           1.194
CFD            Long          220336         1.1647
CFD            Long          18349          1.168
CFD            Long          7872           1.17
CFD            Long          3965           1.1717
CFD            Long          41440          1.1778
CFD            Long          263247         1.1812
CFD            Long          12365          1.183
CFD            Long          109548         1.1842
CFD            Long          60378          1.1867
CFD            Long          5000           1.1878
CFD            Long          431456         1.1911

(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                         19 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