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               28 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      76,637,829      3.30%     2,851,775      0.12%
securities
(2) Derivatives    2,268,970      0.10%     7,039,288      0.30%
(other than
options)
(3) Options and            0      0.00%        78,200      0.00%
agreements to
purchase/sell
Total             78,906,799      3.40%     9,969,263      0.43%


(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      114,783               1.1978
Purchase      157,974               1.1986
Purchase      501,580               1.1983
Purchase      12,143                1.2001
Purchase      332                   1.2010
Purchase      37,850                1.1999
Purchase      11,757                1.2010
Purchase      60,700                1.1958
Purchase      62,494                1.1979
Purchase      8,427                 1.1969
Purchase      5,037                 1.2100
Purchase      163,160               1.2010
Sale          39,846                1.2170
Sale          332                   1.2010
Sale          42,550                1.1972
Sale          40,802                1.2034
Sale          28,378                1.1958
Sale          6,932                 1.2066
Sale          11,478                1.1949
Sale          23,616                1.2105
Sale          13,103                1.2051
Sale          58,477                1.1931
Sale          163,590               1.1967

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          11478          1.1948
CFD            Long          28378          1.1957
CFD            Long          163590         1.1966
CFD            Long          42550          1.1972
CFD            Long          36093          1.1985
CFD            Long          195506         1.1992
CFD            Long          40802          1.2034
CFD            Long          23616          1.2105
CFD            Short         60700          1.1958
CFD            Short         114783         1.1977
CFD            Short         62494          1.1978
CFD            Short         501580         1.1982
CFD            Short         157974         1.1985
CFD            Short         37850          1.1999
CFD            Short         12143          1.2001
CFD            Short         5037           1.21

(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                         31 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