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               21 January 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      71,229,915     3.07%      4,493,876     0.19%
securities
(2) Derivatives    2,644,791     0.11%      4,491,158     0.19%
options)
(3) Options and            0     0.00%       5,000,000    0.22%
agreements to
purchase/sell
Total              73,874,706    3.18%      13,985,034    0.60%

(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      636,326              1.5910
Purchase      722,704              1.5640
Purchase      721,063              1.5737
Purchase      213,742              1.5368
Purchase      16,763               1.5896
Purchase      57,600               1.6041
Purchase      13,434               1.6027
Purchase      60,000               1.5992
Purchase      207,758              1.6008
Purchase      296,898              1.6038
Purchase      31,597               1.5921
Purchase      3,045                1.5800
Purchase      366,820              1.5839
Purchase      13,115               1.6050
Purchase      24,998               1.6184
Purchase      23,743               1.6221
Purchase      60,000               1.6039
Purchase      13,434               1.5900
Purchase      9,467                1.6010
Sale          60,000               1.5989
Sale          9,467                1.6010
Sale          722,704              1.5640
Sale          31,597               1.5921
Sale          207,758              1.6008
Sale          60,000               1.6036
Sale          366,820              1.5837
Sale          213,742              1.5368
Sale          13,434               1.5897
Sale          13,434               1.6024
Sale          24,998               1.6184
Sale          16,763               1.5896
Sale          603,088              1.6026
Sale          296,898              1.6037
Sale          57,600               1.6039
Sale          31,597               1.5921
Sale          23,743               1.6221

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         213742        1.5368
CFD            Short         366820        1.5838
CFD            Short         9467          1.601
CFD            Short         13434         1.6026
CFD            Short         60000         1.6038
CFD            Short         57600         1.6041
CFD            Long          13434         1.5896
CFD            Long          60000         1.5989
CFD            Long          207758        1.6007
CFD            Long          274775        1.6013
CFD            Long          24998         1.6183
CFD            Long          22123         1.6323

(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
None

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.




Is a Supplemental Form 8 attached? (Note 9)                 YES


Date of disclosure                         22 January 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   -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