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               23 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      71,466,424     3.08%      3,930,407     0.17%
securities
(2) Derivatives    2,783,982     0.12%      4,516,212     0.19%
options)
(3) Options and            0     0.00%      5,000,000     0.22%
agreements to
purchase/sell
Total             74,250,406     3.20%     13,446,619     0.58%

(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      244,496               1.6592
Purchase      36,600                1.6500
Purchase      46,114                1.5884
Purchase      4,531                 1.6480
Purchase      5,537                 1.6185
Purchase      211,152               1.6180
Purchase      156,477               1.6080
Purchase      57,756                1.5922
Purchase      150,300               1.5864
Purchase      60,000                1.6151
Purchase      10,412                1.6180
Purchase      116,388               1.5990
Purchase      194,392               1.5850
Purchase      6,899                 1.6433
Purchase      66,884                1.5728
Purchase      45,834                1.6580
Sale          297,269               1.6071
Sale          297,659               1.5933
Sale          107,148               1.5660
Sale          66,527                1.5726
Sale          60,300                1.6190
Sale          10,412                1.6180
Sale          16,779                1.6180
Sale          143,281               1.6095
Sale          5,981                 1.6190
Sale          13,192                1.6180
Sale          2,014                 1.6180
Sale          46,114                1.6387
Sale          66,988                1.6051
Sale          83,739                1.6180
Sale          5,000                 1.6130
Sale          90,067                1.6180
Sale          21,530                1.6404

NB: The below transactions which were previously disclosed have been cancelled
Deal Date    Purchase/Sale    Number of Securities    Price per unit (GBP)
22/01/2008   Purchase         60,000                  1.5658
22/01/2008   Purchase         109,017                 1.5966
22/01/2008   Sale             37,924                  1.5838
22/01/2008   Sale             60,000                  1.5661

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         46114         1.5884
CFD            Short         156477        1.608
CFD            Short         12203         1.6117
CFD            Short         60000         1.615
CFD            Short         4531          1.648
CFD            Short         36600         1.65
CFD            Long          297269        1.607
CFD            Long          143281        1.6095
CFD            Long          60300         1.619

(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                         24 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