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               20 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      76,120,911      3.28%     6,216,750      0.27%
securities
(2) Derivatives    2,007,307      0.09%     6,143,736      0.26%
(other than
options)
(3) Options and            0      0.00%        78,200      0.00%
agreements to
purchase/sell
Total             78,128,218      3.36%    12,438,686      0.54%


(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      40,828                1.2190
Purchase      15,130                1.1560
Purchase      34,700                1.1577
Purchase      81,035                1.1525
Purchase      28,345                1.1513
Purchase      14,000                1.1586
Purchase      5,000,000             1.1530
Purchase      24,752                1.1537
Purchase      14,114                1.1566
Purchase      113,384               1.1574
Purchase      17,213                1.1537
Purchase      21,273                1.1530
Purchase      21,735                1.1532
Purchase      67,342                1.1530
Purchase      105,639               1.1532
Purchase      316,007               1.1610
Purchase      14,501                1.1530
Purchase      278,146               1.1650
Purchase      86,753                1.1530
Sale          46,407                1.1546
Sale          81,303                1.1530
Sale          28,068                1.1556
Sale          858,195               1.1550
Sale          67,342                1.1530
Sale          252,789               1.1490
Sale          225,841               1.1550
Sale          76,786                1.1550
Sale          316,007               1.1610
Sale          113,452               1.1568
Sale          211,141               1.1560
Sale          121,318               1.1566
Sale          17,713                1.1572

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         81035          1.1524
CFD            Short         105639         1.1531
CFD            Short         21735          1.1532
CFD            Short         24752          1.1536
CFD            Short         17213          1.1537
CFD            Short         15130          1.156
CFD            Short         14114          1.1565
CFD            Short         113384         1.1573
CFD            Short         34700          1.1577
CFD            Short         14000          1.1586
CFD            Long          252789         1.1489
CFD            Long          24752          1.1537
CFD            Long          267648         1.1539
CFD            Long          46407          1.1546
CFD            Long          28068          1.1555
CFD            Long          211141         1.156
CFD            Long          121318         1.1566
CFD            Long          113452         1.1567
CFD            Long          17713          1.1572

(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                         25 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

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