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               19 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      73,385,468      3.16%     5,277,523      0.23%
securities
(2) Derivatives    1,780,052      0.08%     6,593,898      0.28%
(other than
options)
(3) Options and            0      0.00%     5,078,200      0.22%
agreements to
purchase/sell
Total             75,165,520      3.24%     16,949,621     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      30,534                1.1960
Purchase      38,997                1.1603
Purchase      205,600               1.1595
Purchase      5,100                 1.1770
Purchase      30,532                1.1610
Purchase      120,117               1.1960
Purchase      43,239                1.1572
Purchase      216,818               1.1960
Purchase      7,745                 1.1520
Purchase      5,650                 1.1761
Purchase      3,008                 1.1610
Purchase      194,757               1.1554
Purchase      5,650                 1.1770
Purchase      1,857,649             1.1599
Purchase      5,100                 1.1761
Purchase      2                     1.1520
Purchase      29,840                1.1649
Purchase      40,140                1.1537
Purchase      35,549                1.1517
Purchase      117,541               1.1713
Purchase      785,284               1.1575
Sale          216,818               1.1960
Sale          216,796               1.1960
Sale          24,095                1.1510
Sale          30,534                1.1960
Sale          7,745                 1.2218
Sale          120,117               1.1960
Sale          116,709               1.1683
Sale          123,569               1.1772
Sale          6,590                 1.1610
Sale          23,019                1.1697
Sale          30,532                1.1610
Sale          8,785                 1.1608
Sale          8,468                 1.1584
Sale          12,236                1.1530
Sale          10,720                1.1610
Sale          2                     1.1520

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         35549         1.1516
CFD            Short         7745          1.1519
CFD            Short         40140         1.1536
CFD            Short         194757        1.1554
CFD            Short         43239         1.1572
CFD            Short         785284        1.1574
CFD            Short         205600        1.1595
CFD            Short         29840         1.1648
CFD            Short         117541        1.1712
CFD            Long          24095         1.1509
CFD            Long          51472         1.1564
CFD            Long          8468          1.1583
CFD            Long          8785          1.1607
CFD            Long          151848        1.1609
CFD            Long          96709         1.1658
CFD            Long          23019         1.1697
CFD            Long          123569        1.1771
CFD            Long          20000         1.1803
CFD            Long          7745          1.2217

(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                         20 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