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               31 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      77,309,442      3.33%     2,803,636      0.12%
securities
(2) Derivatives    2,347,214      0.10%     7,266,061      0.31%
(other than
options)
(3) Options and            0      0.00%        78,200      0.00%
agreements to
purchase/sell
Total             79,656,656      3.43%    10,147,897      0.44%


(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      435,108               1.2442
Purchase      44,786                1.2436
Purchase      949                   1.2360
Purchase      41,600                1.2329
Purchase      4,841                 Transfer
Purchase      990                   1.2342
Purchase      98                    1.2440
Purchase      3,536                 1.2360
Purchase      20,328                1.2362
Purchase      19,900                1.2360
Purchase      70,817                1.2360
Purchase      560,000               1.2299
Purchase      13,486                1.2360
Purchase      14,198                1.2360
Purchase      13,486                1.2360
Purchase      48,486                1.2354
Sale          6,961                 1.2450
Sale          347                   1.2436
Sale          98                    1.2420
Sale          123,060               1.2361
Sale          87,421                1.2334
Sale          48,325                1.2403
Sale          265,000               1.2426
Sale          72,603                1.2316
Sale          3,695                 1.2358
Sale          13,486                1.2360

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          72603         1.2315
CFD            Long          87421         1.2334
CFD            Long          48486         1.2355
CFD            Long          123060        1.236
CFD            Long          169392        1.2377
CFD            Long          48325         1.2403
CFD            Long          6961          1.245
CFD            Short         41600         1.2328
CFD            Short         990           1.2342
CFD            Short         48486         1.2354
CFD            Short         70817         1.236
CFD            Short         20328         1.2362
CFD            Short         44786         1.2435
CFD            Short         435108        1.2442

(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                         01 April 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