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 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      69,091,090     2.97%      3,299,001     0.14%
securities
(2) Derivatives    1,525,458     0.07%      4,745,521     0.20%
options)
(3) Options and            0     0.00%      5,000,000     0.22%
agreements to
purchase/sell
Total             70,616,548     3.04%      13,044,522    0.56%

(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      7,114                1.3880
Purchase      6,636                1.3880
Purchase      26,198               1.3792
Purchase      41,678               1.4291
Purchase      67,564               1.3880
Purchase      23,612               1.3880
Purchase      5,629                1.3913
Purchase      189,007              1.3844
Purchase      476,747              1.3826
Purchase      694                  1.3600
Purchase      14,370               1.3880
Purchase      2,631                1.3880
Purchase      11,739               1.4330
Purchase      19,400               1.3939
Purchase      21,600               1.3939
Purchase      48,314               1.3880
Purchase      1,375                1.3880
Purchase      1,504                1.3880
Purchase      64                   1.3608
Purchase      52,710               1.3880
Sale          113,391              1.3855
Sale          26,394               1.3815
Sale          246,291              1.4114
Sale          351,977              1.5577
Sale          6,843                1.3880
Sale          64                   1.3608
Sale          872                  1.3960
Sale          14,370               1.3880
Sale          7,114                1.3880
Sale          6,694                1.3993
Sale          67,564               1.3880
Sale          64                   1.3608
Sale          90,283               1.3830
Sale          48,314               1.3880
Sale          86,964               1.3880

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         694           1.36
CFD            Short         26198         1.3792
CFD            Short         133043        1.3819
CFD            Short         476747        1.3826
CFD            Short         55964         1.39
CFD            Long          64            1.3607
CFD            Long          26394         1.3814
CFD            Long          113391        1.3855
CFD            Long          246291        1.4113

(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                         01 February 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