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               02 April 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      77,131,037      3.29%     2,877,188      0.12%
securities
(2) Derivatives    2,248,710      0.10%     7,408,101      0.32%
(other than
options)
(3) Options and            0      0.00%        78,200      0.00%
agreements to
purchase/sell
Total             79,379,747      3.39%    10,363,489      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      1,437                 Transfer
Purchase      2,978                 1.3368
Purchase      188,067               1.3243
Purchase      589                   1.3462
Purchase      12,786                1.3192
Purchase      588                   1.3430
Purchase      29,544                1.3314
Purchase      35,923                1.3247
Purchase      12,003                1.3324
Purchase      100,000               1.3280
Purchase      76,200                1.3377
Purchase      3,008                 1.3450
Purchase      80,414                1.3336
Purchase      12,800                1.3317
Sale          13,800                1.3292
Sale          588                   1.3420
Sale          5,962                 1.3374
Sale          11,621                1.3395
Sale          2,000                 1.3271
Sale          400,000               1.3166
Sale          10,311                1.3180
Sale          18,736                1.3447
Sale          36,512                1.3273
Sale          3,180                 1.3450
Sale          100,000               1.3061
Sale          202,688               1.3233
Sale          19,625                1.3293
Sale          138                   1.3450
Sale          220,927               1.3239
Sale          1,800                 1.3150
Sale          40,135                1.3313

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          1800          1.315
CFD            Long          10311         1.3179
CFD            Long          202688        1.3232
CFD            Long          220927        1.3238
CFD            Long          36512         1.3272
CFD            Long          19625         1.3293
CFD            Long          40135         1.3312
CFD            Long          80414         1.3337
CFD            Long          18736         1.3447
CFD            Short         22056         1.3143
CFD            Short         12786         1.3192
CFD            Short         188067        1.3242
CFD            Short         35923         1.3246
CFD            Short         29544         1.3314
CFD            Short         12800         1.3317
CFD            Short         80414         1.3336
CFD            Short         76200         1.3376
CFD            Short         589           1.3462

(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                         03 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