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               15 February 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      69,454,042     2.99%      4,962,206     0.21%
securities
(2) Derivatives    1,588,462     0.07%      4,953,841     0.21%
options)
(3) Options and            0     0.00%      5,078,200     0.22%
agreements to
purchase/sell
Total             71,042,504     3.06%     14,994,247     0.65%

(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      62,916                1.3229
Purchase      87,925                1.3210
Purchase      12,555                1.3180
Purchase      4,559                 1.3187
Purchase      9,032                 1.3150
Purchase      28,710                1.3150
Purchase      17                    1.3180
Purchase      36,818                1.3204
Purchase      69,577                1.3296
Sale          0                     1.3711
Sale          36,364                1.3150
Sale          3,522                 1.3148
Sale          69,222                1.3150
Sale          17                    1.3180
Sale          81,253                1.3166
Sale          12,572                1.3150
Sale          164,250               1.3254
Sale          28,710                1.3150
Sale          12,555                1.3180
Sale          160,672               1.3220
Sale          29,358                1.3253
Sale          2,500                 1.3160
Sale          46,630                1.3232
Sale          972                   1.3233

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         10333         1.3201
CFD            Short         36818         1.3204
CFD            Short         87925         1.3209
CFD            Short         62916         1.3229
CFD            Short         69577         1.3296
CFD            Long          3522          1.3147
CFD            Long          2500          1.316
CFD            Long          81253         1.3165
CFD            Long          114165        1.3208
CFD            Long          46630         1.3231
CFD            Long          46507         1.3247
CFD            Long          193608        1.3253

(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                         18 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   -78,200                1.4070           EURO            06/05/2008
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