##### 



(Canada Life Logo)







CANADA LIFE FINANCIAL CORPORATION







Renewal Annual Information Form

For the Year Ended December 31, 2002









March 22, 2003





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##### 



This Renewal Annual Information Form (AIF) is intended to provide
background information that is essential to an understanding of the nature of
Canada Life Financial Corporation (CLF) and its operations. CLF and its
subsidiaries, including The Canada Life Assurance Company (CLA), are
collectively referred to herein as the Company. All financial information
included in this AIF is prepared in accordance with Canadian Generally Accepted
Accounting Principles (GAAP) in Canadian dollars, unless otherwise stated.

Documents and Information Incorporated by Reference

Documents and information filed with applicable securities regulators in
Canada and incorporated by reference in this AIF include the Consolidated
Financial Statements and Managements Discussion and Analysis for the year
ended December 31, 2002.

Annual Information Form Item

|                                            |                                                  |  |                    |   |              |  |                                 |   |  |  |   |   | 
|------------------------------------------- | ------------------------------------------------ |  | ------------------ | - | ------------ |  | ------------------------------- | - |  |  | - | - | 
|                                            |                                                  |  | Page Reference    
|                                            |                                                  |  |                   
|                                            |                                                  |  |                    |   |              |  | Incorporated by Reference from:
|                                            |                                                  |  |                    |   |              |  |                                
|                                            |                                                  |  | This               |   | Consolidated |  | Managements                   
|                                            |                                                  |  | Annual Information |   | Financial    |  | Discussion and                 
|                                            |                                                  |  | Form               |   | Statements   |  | Analysis                       
|                                            |                                                  |  |                    |   |              |  |                                
|CORPORATE STRUCTURE                         |                                                  |  |                    |   |              |  |                                 |   |  |  |   |  
|                                            | Name and incorporation                           |  |                    | 2 |              |  |                                 |   |  |  |   |   | 
|                                            | Inter-corporate relationships                    |  |                    | 2 |              |  |                                 |   |  |  |   |   | 
|                                           
|GENERAL DEVELOPMENT OF THE BUSINESS         |                                                  |  | 3                  |   |              |  |                                 |   |  |  | X |  
|                                           
|NARRATIVE DESCRIPTION OF THE BUSINESS       |                                                  |  |                    |   |              |  |                                 |   |  |  |   |  
|                                            | Business overview                                |  |                    |   |              |  |                                 |   |  |  |   | X | 
|                                            | Competitive market conditions                    |  |                    |   |              |  |                                 |   |  |  |   | X | 
|                                            | Business segment description                     |  |                    |   |              |  |                                 |   |  |  |   | X | 
|                                           
|REGULATORY OVERVIEW                         |                                                  |  | 4                  |   |              |  |                                 |   |  |  |   |  
|                                           
|SELECTED CONSOLIDATED FINANCIAL INFORMATION |                                                  |  |                    |   |              |  |                                 |   |  |  |   |  
|                                            | Three-year financial information                 |  |                    | 5 |              |  |                                 |   |  |  |   |   | 
|                                            | Consolidated Financial Statements and Notes      |  |                    |   |              |  |                                 | X |  |  |   |   | 
|                                            | Shareholder dividends                            |  |                    | 6 |              |  |                                 |   |  |  |   |   | 
|                                           
|MANAGEMENTS DISCUSSION AND ANALYSIS        |                                                  |  |                    |   |              |  |                                 |   |  |  | X |  
|                                           
|MARKET FOR SECURITIES                       |                                                  |  | 6                  |   |              |  |                                 |   |  |  |   |  
|                                           
|DIRECTORS AND SENIOR MANAGEMENT             |                                                  |  |                    |   |              |  |                                 |   |  |  |   |  
|                                            | Directors and Board Committees                   |  |                    | 6 |              |  |                                 |   |  |  |   |   | 
|                                            | Senior Management                                |  |                    | 6 |              |  |                                 |   |  |  |   |   | 
|                                            | Shareholdings of Directors and Senior Management |  |                    | 7 |              |  |                                 |   |  |  |   |   | 
|                                           
|ADDITIONAL INFORMATION                      |                                                  |  | 10                 |   |              |  |                                 |   |  |  |   |  
|                                           

This AIF and the documents incorporated by reference herein provide
management with the opportunity to discuss the financial performance and
condition of the Company and, as such, may contain forward-looking statements
about the Company, including its business operations and strategy and expected
financial performance and condition. Statements that are predictive in nature,
depend upon or refer to future events or conditions or include words such as
expects, anticipates, intends, plans, believes, estimates or the
negative versions thereof and similar expressions are forward-looking
statements. In addition, any statement that may be made concerning future
financial performance (including revenues, earnings or growth rates), ongoing
business strategies or prospects, and possible future Company actions, is also
a forward-looking statement. Forward-looking statements are based on current
expectations and projections about future events and are subject to, among
other things, risks, uncertainties and assumptions about the Company, economic
factors and the insurance industry generally. They are not guarantees of
future performance and the Company has no specific intentions to update these
statements whether as a result of new information, future events or otherwise.
Accordingly, the reader is cautioned against undue reliance on these
forward-looking statements. Actual events and results could differ materially
from those expressed or implied by forward-looking statements made by the

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  1





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Company due to, but not limited to, important factors such as general economic
and market factors, interest rates, equity markets, business competition,
changes in government regulations and other factors discussed in materials
filed by the Company with applicable securities regulatory authorities from
time to time.

CORPORATE STRUCTURE

Name and Incorporation

CLF was incorporated under the Insurance Companies Act(Canada) (the
ICA) on June 21, 1999 for the purpose of becoming the parent company of CLA
following CLAs demutualization. Currently, the only business of CLF is the
holding of all of the common shares of CLA through which the Company conducts
all of its activities.

CLA is Canadas oldest domestic life insurer. CLA was established on
August 21, 1847 and was incorporated on April 25, 1849. In 1962, CLA became a
mutual life insurance company governed by the predecessor to the ICA. In 1994,
CLA amalgamated with its wholly-owned subsidiary, New York Life Insurance
Company of Canada, pursuant to Letters Patent of Amalgamation dated April 1,
1994 issued under the ICA. On July 1, 1999, CLA amalgamated with its
wholly-owned subsidiary, Crown Life Insurance Company of Canada pursuant to
Letters Patent of Amalgamation issued under the ICA. On November 4, 1999, CLA
became a stock life insurance company pursuant to Letters Patent of Conversion
issued under the ICA. On January 1, 2002, CLA amalgamated with its
wholly-owned subsidiary, 3965058 Canada Limited, pursuant to Letters of Patent
of Amalgamation issued under the ICA.

CLF and CLA are both life insurance companies governed by the ICA.The
head office for both CLA and CLF is located at 330 University Avenue, Toronto,
Ontario, Canada M5G 1R8. The Company has divisional head offices in Toronto,
Ontario, Canada; Potters Bar, Hertfordshire, England; Atlanta, Georgia, United
States; and Blackrock, Dublin, Republic of Ireland. Each of CLF and CLA is a
reporting issuer or its equivalent in each of the provinces and territories of
Canada.

Intercorporate Relationships

The following chart illustrates the corporate relationships among CLF and
its subsidiaries as at December 31, 2002:

CLF indirectly beneficially owns 100% of each class of voting and
non-voting securities of each subsidiary through CLA unless otherwise
noted.(1)

|                                  |                                      |                                              |                                                    |                                                      |                                                     |                     |                     | 
|--------------------------------- | ------------------------------------ | -------------------------------------------- | -------------------------------------------------- | ---------------------------------------------------- | --------------------------------------------------- | ------------------- | ------------------- | 
|Subsidiary Name                   |                                      | Jurisdiction of
Incorporation
or Continuance
|                                  |                                      |                                             
|The Canada Life Assurance Company |                                      | Canada                                      
|                                  | Canada Life Capital Corporation Inc. |                                              | Canada                                            
|                                  |                                      | Canada Life International Holdings Limited   |                                                    | Bermuda                                             
|                                  |                                      |                                              | Canada Life Irish Holding Company Limited          |                                                      | Republic of Ireland                                
|                                  |                                      |                                              |                                                    | Canada Life Management Services Limited              |                                                     | Republic of Ireland
|                                  |                                      |                                              |                                                    | Canada Life Assurance (Ireland) Limited              |                                                     | Republic of Ireland
|                                  |                                      |                                              |                                                    |                                                      | F.S.D. Investments Limited                          |                     | Republic of Ireland
|                                  |                                      |                                              |                                                    |                                                      | Canada Life Pension and Annuities (Ireland) Limited |                     | Republic of Ireland
|                                  |                                      |                                              |                                                    | Setanta Asset Management Limited                     |                                                     | Republic of Ireland
|                                  |                                      |                                              |                                                    | Canada Life Assurance Europe Limited                 |                                                     | Republic of Ireland
|                                  |                                      |                                              |                                                    | CLAI Limited                                         |                                                     | Republic of Ireland
|                                  |                                      |                                              |                                                    | The Canada Life Assurance Company of Ireland Limited |                                                     | Republic of Ireland
|                                  |                                      |                                              | Canada Life International Re Limited               |                                                      | Republic of Ireland                                
|                                  |                                      |                                              |                                                    | Canada Life Reinsurance International Ltd.           |                                                     | Bermuda            
|                                  |                                      |                                              | Canada Life Insurance Company of Puerto Rico, Inc. |                                                      | Puerto Rico                                        
|                                  |                                      |                                              | The Canada Life Group (U.K.) Limited               |                                                      | United Kingdom                                     
|                                  |                                      |                                              |                                                    | CLFIS (U.K.) Limited                                 |                                                     | United Kingdom     
|                                  |                                      |                                              |                                                    | Copia Investors Limited                              |                                                     | United Kingdom     
|                                  |                                      |                                              |                                                    | Canada Life Trustee Services (U.K.) Limited          |                                                     | United Kingdom     
|                                  |                                      |                                              |                                                    | Copia Property Limited                               |                                                     | United Kingdom     

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  2





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|                |                                                  |                                                 |                                                                        |                     |                                      |                                                 |                |               
|--------------- | ------------------------------------------------ | ----------------------------------------------- | ---------------------------------------------------------------------- | ------------------- | ------------------------------------ | ----------------------------------------------- | -------------- | --------------
|Subsidiary Name |                                                  | Jurisdiction of
Incorporation
or Continuance   
|                |                                                  |                                                
|                |                                                  |                                                 |                                                                        | Canada Life Limited |                                      | United Kingdom                                 
|                |                                                  |                                                 |                                                                        |                     | Canada Life Irish Operations Limited |                                                 | United Kingdom
|                |                                                  |                                                 |                                                                        |                     |                                      | Canada Life Ireland Holdings Limited            |                | United Kingdom
|                |                                                  |                                                 |                                                                        |                     | Canada Life (U.K.) Limited           |                                                 | United Kingdom
|                |                                                  |                                                 |                                                                        |                     |                                      | Albany Life Assurance Company Limited           |                | United Kingdom
|                |                                                  |                                                 |                                                                        |                     |                                      | Canada Life Management (U.K.) Limited           |                | United Kingdom
|                |                                                  |                                                 |                                                                        |                     |                                      | Canada Life International Limited               |                | Isle of Man   
|                |                                                  |                                                 |                                                                        |                     |                                      | Canada Life Services (U.K.) Limited             |                | United Kingdom
|                |                                                  |                                                 |                                                                        |                     |                                      | Canada Life Fund Managers (U.K.) Limited        |                | United Kingdom
|                |                                                  |                                                 |                                                                        |                     |                                      | Canada Life Pension Managers & Trustees Limited |                | United Kingdom
|                |                                                  |                                                 |                                                                        |                     |                                      | Canada Life Group Services (U.K.) Limited       |                | United Kingdom
|                |                                                  |                                                 |                                                                        |                     |                                      | Canada Life Holdings (U.K.) Limited             |                | United Kingdom
|                |                                                  | 4073649 Canada Inc.                             |                                                                        | Canada             
|                |                                                  |                                                 | Canada Life Finance (U.K.) Limited                                     |                     | United Kingdom                      
|                |                                                  |                                                 | CLH International Capital Management Hungary Limited Liability Company |                     | Hungary                             
|                | Canada Life Brasil LTDA.                         |                                                 | Brazil                                                                
|                |                                                  | Canada Life Previdência e Seguros S.A.          |                                                                        | Brazil             
|                |                                                  |                                                 | Canada Life
Administradora de Beneficios ltda. (99.9%)(2)              |                     | Brazil                              
|                | Canada Life Capital Trust                        |                                                 | Ontario                                                               
|                | Canada Life Insurance Company of New York        |                                                 | United States                                                         
|                | Canada Life Insurance Company of America         |                                                 | United States                                                         
|                |                                                  | Canada Life of America Financial Services, Inc. |                                                                        | United States      
|                |                                                  | CL Capital Management, Inc.                     |                                                                        | United States      
|                | The Canada Life Insurance Company of Canada      |                                                 | Canada                                                                
|                | Canada Life Financial Distribution Services Inc. |                                                 | Canada                                                                
|                | CL Capital Management (Canada) Inc.              |                                                 | Canada                                                                
|                | Kanetix Ltd. (98%)                               |                                                 | Canada                                                                
|                |                                                  | KTX Insurance Solutions Ltd. (99.9%)            |                                                                        | Canada             
|                |                                                  | KTX Financial Ltd. (99.9%)                      |                                                                        | Canada             
|                | Canada Life Securities Inc.                      |                                                 | Canada                                                                
|                | Canada Life Mortgage Services Ltd.               |                                                 | Canada                                                                
|                | Classco Benefit Services Limited                 |                                                 | Canada                                                                
|                |                                                  | Canadian Worksite Marketing Group Inc.          |                                                                        | Canada             
|                | 587443 Ontario Inc.                              |                                                 | Ontario                                                               
|                |                                                  | Canada Life Securing Corporation Inc.           |                                                                        | Ontario            
|                | Adason Properties Limited                        |                                                 | Canada                                                                
|                |                                                  | Adason Realty Ltd.                              |                                                                        | Canada             



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|(1) |  | CLA controls 100% of the Variable Rate Cumulative Preferred Series A and 100% of the 9% Junior Preferred Series A shares of Canada Life Mortgage
Services Ltd.; 100% of the Non-Redeemable Junior Preferred shares of Adason Properties Limited; 100% of the 9% Redeemable Non-cumulative Preference shares
of Canada Life Management (U.K.) Limited; and 100% of the preferred shares of Canada Life Previdência e Seguros S.A.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | One common share is held by a nominee director to satisfy local regulatory requirements.                                                                                                                                                                                                                                                                                                                                        

GENERAL DEVELOPMENT OF THE BUSINESS

The Company is a diversified international company offering a wide range
of protection and wealth management products to individuals and groups,
principally in Canada, the United Kingdom, the United States and the Republic
of Ireland. The Company also provides accident and health and life reinsurance
operating principally in the United States. At December 31, 2002, the Company
ranked as the fourth largest Canadian life insurance company based on
consolidated premiums, premium equivalents and new deposits as well as total
general fund, segregated funds and other assets under administration. As at
December 31, 2002, the Company had approximately 6,768 employees worldwide.

The Company has pursued a strategy of growth through a combination of
acquisitions and organic growth, including the following transactions:



| |  | On December 31, 2000, the Company
purchased the group savings business of
a Canadian chartered bank, increasing
other assets under administration by
$5.2 billion, adding to the Companys
wealth management business in Canada.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  3





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| |  | During 2000, the Company acquired,
through assumption reinsurance,
Confederation Life Insurance Companys
Canadian payout annuity business, adding
general fund assets of $717 million.                                                                                                                                                                                   
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Effective December 31, 2000, the Company
sold its general insurance subsidiary,
Canada Life Casualty Insurance Company,
for proceeds of $80 million exiting the
general insurance business in Canada.                                                                                                                                                                     
| 
| |  | On October 1, 2002, the Company
concluded an agreement to acquire a
significant block of group life and long
term disability insurance business in
the United Kingdom. Formal transfer of
the business will occur after court
approval, expected in mid-2003. For cash
consideration of $53 million, assets of
$822 million and liabilities of $946
million were acquired.
| 
| |  | On October 31, 2002, the Company
purchased a leading provider of
preferred term life insurance products
in Canada. For cash consideration of $58
million, assets of $26 million, negative
actuarial liabilities of $24 million and
other liabilities of $7 million were
acquired.                                                                                         
| 
| |  | On January 1, 2003, the Company
completed the acquisition of the German
life insurance operations of a
significant international insurer for
$205 million ($98 million net of
reinsurance).                                                                                                                                                                               

On February 14, 2003, CLF and Great-West Lifeco Inc. (Great West) entered
into a Transaction Agreement by which Great West would acquire 100% of the
outstanding common shares of CLF for a combination of cash and Great West
securities. The transaction requires the approval of two-thirds of shareholders
voting at a special meeting of shareholders to be held on May 5, 2003, and is
subject to approval by certain regulators, including the Minister of Finance of
Canada, the Office of the Superintendent of Financial Institutions Canada, and
Canadian and international competition authorities. A detailed discussion of
this transaction is included in the Management Proxy Circular dated March 22,
2003 sent to shareholders in connection with the special meeting.

REGULATORY OVERVIEW

As an insurance company, CLF is subject to regulation and supervision of
its protection and wealth management businesses by governmental authorities in
the jurisdictions in which it conducts business. The jurisdictions in which
the Company carries on its protection business have laws and regulations
governing the financial aspects of insurers, including standards of solvency,
reserves, reinsurance, capital adequacy, investment activities and restrictions
on the declaration and payment of dividends on shares.

Both CLF and CLA are governed by the ICA. This Act is administered by the
Office of the Superintendent of Financial Institutions, Canada, which is
charged with the responsibility of overseeing the Companys solvency and
corporate governance. The Companys business is also subject to Canadian
provincial laws and regulations.

In the United States, the Companys business is primarily regulated by
each of the states in which it conducts business. In the United Kingdom, the
Company is subject to national regulation, primarily by the Financial Services
Authority. In Ireland, the primary regulator is the Central Bank.

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  4





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SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following summary financial information has been derived from the
Consolidated Financial Statements of the Company as at and for the three most
recent financial years ended December 31, 2002 and should be read in
conjunction with Managements Discussion and Analysis and the Consolidated
Financial Statements.

|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |       | 
|------------------------------------------------------------------------- | ------------------------------------ | ---- | ---------------------------------------- | ----- |  | ---- | ------ | ----- |  | - | ------ | ----- | 
|                                                                          |                                      |      | As at or for the year ended December 31,
|                                                                          |                                      |      |                                         
|(in
millions of Canadian dollars except per share and
percentage amounts) |                                      | 2002 |                                          | 2001  |  | 2000
|                                                                          |                                      |      |                                          |       |  |     
|Statement of Net Income Data:                                             |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Premium Revenues:                                                         |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|                                                                          | Annuities                            |      | $                                        | 2,474 |  |      | $      | 2,272 |  |   | $      | 1,746 | 
|                                                                          | Individual life and health insurance |      |                                          | 1,510 |  |      |        | 1,428 |  |   |        | 1,384 | 
|                                                                          | Group life and health insurance      |      |                                          | 1,931 |  |      |        | 1,658 |  |   |        | 1,546 | 
|Net investment income                                                     |                                      |      | 2,154                                    |       |  |      | 2,241  |       |  |   | 2,306  |      
|Fee and other income                                                      |                                      |      | 529                                      |       |  |      | 465    |       |  |   | 479    |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Total revenue                                                             |                                      |      | 8,598                                    |       |  |      | 8,064  |       |  |   | 7,461  |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Payments to policyholders and beneficiaries                               |                                      |      | 5,352                                    |       |  |      | 5,218  |       |  |   | 4,924  |      
|Increase in actuarial liabilities                                         |                                      |      | 1,129                                    |       |  |      | 972    |       |  |   | 707    |      
|General operating expenses                                                |                                      |      | 814                                      |       |  |      | 794    |       |  |   | 743    |      
|Commissions                                                               |                                      |      | 539                                      |       |  |      | 461    |       |  |   | 409    |      
|Other                                                                     |                                      |      | 129                                      |       |  |      | 128    |       |  |   | 131    |      
|Income tax provision                                                      |                                      |      | 133                                      |       |  |      | 153    |       |  |   | 195    |      
|Participating policyholders net income (loss)                            |                                      |      | 3                                        |       |  |      | (4     | )     |  |   | (4     | )    
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Shareholders net income                                                  |                                      |      | 499                                      |       |  |      | 342    |       |  |   | 356    |      
|Preferred share dividends                                                 |                                      |      | 9                                        |       |  |      |       |       |  |   |       |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Common
shareholders net income(1)                                        |                                      | $    | 490                                      |       |  | $    | 342    |       |  | $ | 356    |      
|Earnings per common share  basic and diluted                             |                                      | $    | 3.05                                     |       |  | $    | 2.13   |       |  | $ | 2.22   |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Premiums, Premium Equivalents and New Deposits:                           |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|General fund premiums                                                     |                                      | $    | 5,915                                    |       |  | $    | 5,358  |       |  | $ | 4,676  |      
|Segregated funds deposits                                                 |                                      |      | 3,721                                    |       |  |      | 3,828  |       |  |   | 3,692  |      
|ASO premium equivalents and other deposits                                |                                      |      | 2,372                                    |       |  |      | 2,043  |       |  |   | 882    |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|                                                                          |                                      | $    | 12,008                                   |       |  | $    | 11,229 |       |  | $ | 9,250  |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Assets Under Administration:                                              |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|General fund                                                              |                                      | $    | 38,191                                   |       |  | $    | 34,951 |       |  | $ | 32,736 |      
|Segregated funds                                                          |                                      |      | 21,899                                   |       |  |      | 22,090 |       |  |   | 22,383 |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|                                                                          |                                      |      | 60,090                                   |       |  |      | 57,041 |       |  |   | 55,119 |      
|Other assets                                                              |                                      |      | 7,913                                    |       |  |      | 8,384  |       |  |   | 8,138  |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|                                                                          |                                      | $    | 68,003                                   |       |  | $    | 65,425 |       |  | $ | 63,257 |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Debt and Capitalization:                                                  |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Bank loans                                                                |                                      | $    | 3                                        |       |  | $    | 3      |       |  | $ |       |      
|Subordinated debentures                                                   |                                      |      | 550                                      |       |  |      | 550    |       |  |   | 550    |      
|Canada Life Capital Securities                                            |                                      |      | 450                                      |       |  |      |       |       |  |   |       |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Total debt                                                                |                                      |      | 1,003                                    |       |  |      | 553    |       |  |   | 550    |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Participating policyholders equity                                       |                                      |      | 48                                       |       |  |      | 40     |       |  |   | 44     |      
|Preferred shares                                                          |                                      |      | 145                                      |       |  |      | 145    |       |  |   |       |      
|Common shares                                                             |                                      |      | 317                                      |       |  |      | 317    |       |  |   | 317    |      
|Retained earnings                                                         |                                      |      | 3,457                                    |       |  |      | 2,921  |       |  |   | 2,575  |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Total equity                                                              |                                      | $    | 3,967                                    |       |  | $    | 3,423  |       |  | $ | 2,936  |      
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      
|Total debt plus preferred shares as a percentage of total debt
and equity |                                      |      | 23.1                                     | %     |  |      | 17.6   | %     |  |   | 15.8   | %    
|MCCSR
ratio(2)                                                            |                                      |      | 202                                      | %     |  |      | 191    | %     |  |   | 197    | %    
|                                                                          |                                      |      |                                          |       |  |      |        |       |  |   |        |      



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|(1) |  | 2001 net income includes an $85 million provision net of tax for expected
claims arising from September 11, 2001.                                                                                                         
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Minimum Continuing Capital and Surplus Requirements (MCCSR) is calculated
in accordance with capital standards set by the Companys primary
regulator, the Office of the Superintendent of Financial Institutions,
Canada.

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  5





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##### 



SHAREHOLDER DIVIDENDS

CLF pays quarterly dividends to the shareholders from shareholders equity
in a range that is similar to those paid by North American public life
insurance companies. This practice is reviewed from time to time based upon and
subject to CLFs earnings, financial requirements and general economic
circumstances.

MANAGEMENTS DISCUSSION AND ANALYSIS

Managements Discussion and Analysis for the year ended December 31, 2002,
which has been filed with each securities regulator in Canada, provides further
information about the Company, its operations and financial results and
position and is incorporated by reference into this AIF.

MARKET FOR SECURITIES

The outstanding common shares of CLF are listed and posted for trading on
the Toronto Stock Exchange (TSX) under the ticker symbol CL and on the New
York Stock Exchange under the ticker symbol CLU. The outstanding
Non-Cumulative Preferred Shares Series B of CLF are listed and posted for
trading on the TSX under the ticker symbol CL.PR.B.

DIRECTORS AND SENIOR MANAGEMENT

As at December 31, 2002, the following are the names, principal
occupations, and municipalities of residence of the Companys Directors and
Senior Management.

DIRECTORS(2)

|                                          |  |          |  |                                                                  |  |               |      |               |  |         
|----------------------------------------- |  | -------- |  | ---------------------------------------------------------------- |  | ------------- | ---- | ------------- |  | --------
|Name and Municipality
of Residences(1)(3) |  | Position |  | Principal Occupation                                             |  | Term Expiring |      | Committees(4)
|                                          |  |          |  |                                                                  |  |               |      |              
|D.A. Nield
Toronto, Canada                |  | Director |  | Chairman and Chief
Executive Officer, CLF
and CLA                |  |               | 2004 |               |  |        
|                                          |  |          |  |                                                                  |  |               |      |               |  |         
|W.L. Acton
Toronto, Canada                |  | Director |  | President and Chief
Operating Officer, CLF
and CLA               |  |               | 2003 |               |  |        
|                                          |  |          |  |                                                                  |  |               |      |               |  |         
|J.C. Alfano
Ancaster, Canada              |  | Director |  | President and Chief
Executive Officer,
Stelco Inc.               |  |               | 2004 |               |  | CR, P   
|                                          |  |          |  |                                                                  |  |               |      |               |  |         
|G.S. Bain
Belfast, N. Ireland             |  | Director |  | President and
Vice-Chancellor, The
Queens University of Belfast |  |               | 2005 |               |  | CG, HR  
|                                          |  |          |  |                                                                  |  |               |      |               |  |         
|A.A. Bruneau
St. Johns, Canada           |  | Director |  | Chairman, Fortis Inc.                                            |  |               | 2005 |               |  | A, CR, P
|                                          |  |          |  |                                                                  |  |               |      |               |  |         
|J.F. Chagnon
Montreal, Canada             |  | Director |  | President and Chief
Executive Officer,
Lallemand Inc.            |  |               | 2003 |               |  |        
|                                          |  |          |  |                                                                  |  |               |      |               |  |         
|J.R. Hall
Lexington, U.S.                 |  | Director |  | Corporate Director                                               |  |               | 2003 |               |  | HR      
|                                          |  |          |  |                                                                  |  |               |      |               |  |         
|M.L. Hepher
Weybridge, England            |  | Director |  | Chairman, TeleCity plc                                           |  |               | 2005 |               |  | A, CR   

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  6





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##### 



DIRECTORS(2)

|                                          |  |          |  |                                            |  |               |      |               |  |          
|----------------------------------------- |  | -------- |  | ------------------------------------------ |  | ------------- | ---- | ------------- |  | ---------
|Name and Municipality
of Residences(1)(3) |  | Position |  | Principal Occupation                       |  | Term Expiring |      | Committees(4)
|                                          |  |          |  |                                            |  |               |      |              
|D.W. Kerr
Toronto, Canada                 |  | Director |  | Executive Chairman,
Noranda Inc.           |  |               | 2004 |               |  | CG, HR   
|                                          |  |          |  |                                            |  |               |      |               |  |          
|J.S. Lanthier
Toronto, Canada             |  | Director |  | Corporate Director                         |  |               | 2003 |               |  | A        
|                                          |  |          |  |                                            |  |               |      |               |  |          
|D.W. Lay
Toronto, Canada                  |  | Director |  | Corporate Director                         |  |               | 2003 |               |  | A, P, S  
|                                          |  |          |  |                                            |  |               |      |               |  |          
|D.E. McGarry
New York, U.S.               |  | Director |  | Chief Marketing Officer,
Xerox Corporation |  |               | 2003 |               |  | A, CG    
|                                          |  |          |  |                                            |  |               |      |               |  |          
|R.T.F. Reid
West Vancouver, Canada        |  | Director |  | Chairman, B.C. Transmission
Corporation(5) |  |               | 2003 |               |  |         
|                                          |  |          |  |                                            |  |               |      |               |  |          
|C.E. Ritchie
Toronto, Canada              |  | Director |  | Corporate Director                         |  |               | 2003 |               |  | HR, S    
|                                          |  |          |  |                                            |  |               |      |               |  |          
|T.I. Ronald
Toronto, Canada               |  | Director |  | Corporate Director                         |  |               | 2003 |               |  | A, HR, S 
|                                          |  |          |  |                                            |  |               |      |               |  |          
|A.R.A. Scace
Toronto, Canada              |  | Director |  | Partner, McCarthy Tétrault LLP             |  |               | 2003 |               |  | CG, HR, S
|                                          |  |          |  |                                            |  |               |      |               |  |          
|J.D. Wetmore
Toronto, Canada              |  | Director |  | Vice-President,
Ibm.com, Americas          |  |               | 2004 |               |  | CG, HR   

SENIOR MANAGEMENT

|                                          |  |                                                     
|----------------------------------------- |  | ----------------------------------------------------
|Name and Municipality of Residences(1)    |  | Position                                            
|                                          |  |                                                     
|D.A. Nield
Toronto, Canada                |  | Chairman and Chief Executive Officer                
|                                          |  |                                                     
|W.L. Acton
Toronto, Canada                |  | President and Chief Operating Officer               
|                                          |  |                                                     
|T.J. Barry(2)
Sutton, Republic of Ireland |  | Senior Vice-President, Irish Division               
|                                          |  |                                                     
|D. Barsoski
Toronto, Canada               |  | Senior Vice-President, Human Resources              
|                                          |  |                                                     
|R.E. Beettam(2)
Atlanta, U.S.A.           |  | Senior Vice-President, United States Division       
|                                          |  |                                                     
|A.D. Brands
Toronto, Canada               |  | Senior Vice-President and General Counsel           
|                                          |  |                                                     
|D.J. Cohen(2)
Toronto, Canada             |  | Senior Vice-President and Chief Information Officer 
|                                          |  |                                                     
|P.G. Crowley
Oakville, Canada             |  | Executive Vice-President and Chief Financial Officer
|                                          |  |                                                     
|D.A. Gallagher(2)
Toronto, Canada         |  | Senior Vice-President, Canadian Division            

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  7





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##### 



SENIOR MANAGEMENT

|                                       |  |                                                                   
|-------------------------------------- |  | ------------------------------------------------------------------
|Name and Municipality of Residences(1) |  | Position                                                          
|                                       |  |                                                                   
|I. Gilmour(2)
Brookmans Park, England  |  | Senior Vice-President, United Kingdom Division                    
|                                       |  |                                                                   
|J.A. Gilmour(2)
Toronto, Canada        |  | Senior Vice-President, International and Reinsurance Division     
|                                       |  |                                                                   
|R.W. Linden
Toronto, Canada            |  | Secretary and Chief Compliance Officer                            
|                                       |  |                                                                   
|D.A. Loney
Toronto, Canada             |  | Senior Vice-President and Chief Actuary                           
|                                       |  |                                                                   
|R.W. Morrison
Toronto, Canada          |  | Senior Vice-President and Chief Investment Officer                
|                                       |  |                                                                   
|R.M. Smithen
Toronto, Canada           |  | Executive Vice-President                                          
|                                       |  |                                                                   
|J.D. Williamson
Toronto, Canada        |  | Senior Vice-President, Strategic Planning and Business Development



---



|(1) |  | To the best of CLFs knowledge, no disclosure with respect to the matters
set out in Sections 8.2-8.5 of Form 44-101F1 of National Instrument 44-101
is required except that M. L. Hepher was a non-executive director of
Professional Asset Management Ltd., a corporation incorporated in the
United Kingdom, when it was placed into liquidation on October 31, 2000.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Senior Management of CLA only. All other individual members are Senior
Management of both CLF and CLA. All Directors of the Board of Directors
represent both CLF and CLA.                                                                                                                                                                                              
|   
|(3) |  | With the exception of the following, all Directors of CLF have been
Directors since August 1999 (CLF was incorporated June 1999):                                                                                                                                                                                                                                       

|              |  |                  
|------------- |  | -----------------
|Name          |  | Date of Election 
|              |  |                  
|W.L. Acton    |  | August 8, 2002   
|J.F. Chagnon  |  | November 6, 2002 
|J.S. Lanthier |  | June 5, 2002     
|R.T.F. Reid   |  | September 4, 2002
|J.D. Wetmore  |  | May 2, 2001      



|(4) |  | Directors serve on the committee(s) of the Board as indicated: A  Audit
and Risk Management; CG  Corporate Governance; CR  Conduct Review; HR 
Human Resources; P  Pension; and S  Special.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(5) |  | As at the date of this AIF. As at December 31, 2002, Mr. Reid was
President, Canada, Duke Energy Gas Transmission.                                                                               

Each of the Companys Directors and Senior Management have been engaged
for more than five years in his or her present position or in other capacities
with the Company except:



| |  | J.R. Hall, who until 1997, was Chairman and Chief Executive Officer, Ashland Oil, Inc.                                                                                                                                                                                                                                                                                                                                                                                                 
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Michael L. Hepher, who prior to 2002 was Chairman and Chief Executive Officer of TeleCity plc. In recent years, Mr.
Hepher has been a Corporate Director.                                                                                                                                                                                                                                                                                                                              
| 
| |  | David. W. Kerr, who prior to his appointment in 2002 as Executive Chairman of Noranda Inc., was its President and
Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                             
| 
| |  | David W. Lay, who prior to 1999, was Deputy Chairman and Director of First Place Tower Inc.                                                                                                                                                                                                                                                                                                                                                                                            
| 
| |  | Diane E. McGarry, who prior to 2001 held other positions at Xerox Corporation: from 2000 to 2001, as Chief of Staff,
Office of the President and COO; in 2000, as President, North American General Markets Operations; from 1998 to 2000,
as Corporate Vice-President, Vice-President and General Manager, Color Solutions Business Unit; and from 1993 to 1998,
as Chairman, President and Chief Executive Officer, Xerox Canada Ltd.                                                
| 
| |  | Arthur R.A. Scace, who until 1999 was Chairman, McCarthy Tétrault LLP.                                                                                                                                                                                                                                                                                                                                                                                                                 
| 
| |  | Effective February 15, 2000, Patrick Crowley was appointed Executive Vice-President and Chief Financial Officer. Prior
to the appointment, from 1999 to 2000, Mr. Crowley was Executive Vice-President and Chief Financial Officer of Molson
Inc.; from 1997 to 1999, Mr. Crowley was Executive Vice-President and Chief Financial Officer of Abitibi-Consolidated
Inc.; and from 1995 to 1997, Mr. Crowley was Senior Vice-President and Chief Financial Officer of Abitibi-Price Inc.
| 
| |  | Effective February 15, 2000, Robert Smithen, formerly Executive Vice-President and Chief Financial Officer, assumed the
position of Executive Vice-President.                                                                                                                                                                                                                                                                                                                          

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  8





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##### 





| |  | Effective March 1, 2001, Roy W. Linden, formerly Vice-President, General Counsel and Secretary assumed the position of
Secretary and Chief Compliance Officer.                                                                                                                                                                                                                                                                                                                                                     
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Effective May 2, 2001, John D. Wetmore, President, ibm.com, Americas, was elected to the Board of Directors. From
January 1997 to April 2001, Mr. Wetmore was President and Chief Executive Officer of IBM Canada Ltd.                                                                                                                                                                                                                                                                                             
| 
| |  | Effective June 5, 2002, J.S. Lanthier, Corporate Director, was elected to the Board of Directors. Mr. Lanthier was the
Chairman and Chief Executive Officer of KPMG Canada from 1993 to 1999.                                                                                                                                                                                                                                                                                                                      
| 
| |  | Effective August 8, 2002, the title for David A. Nield changed to Chairman and Chief Executive Officer of CLF and CLA.
From 1998 to 2002, Mr. Nield was Chairman, President and Chief Executive Officer of CLA. After its incorporation in
1999, he became Chairman, President and Chief Executive Officer of CLF. Prior to 1998, Mr. Nield was President and
Chief Executive Officer of CLA.                                                                                                                      
| 
| |  | Effective August 8, 2002, William L. Acton, President and Chief Executive Officer of CLF and CLA, was elected to the
Board of Directors. From 1999 to 2002, Mr. Acton was Executive Vice-President of CLF and Executive Vice-President and
Director, Canadian Division of CLA. From 1997 to 1998, he was Vice-President and Director, Canadian Division of CLA.                                                                                                                                                    
| 
| |  | Effective September 4, 2002, Robert T.F. Reid, President, Canada, of Duke Energy Gas Transmission (formerly Westcoast
Energy Inc.), was elected to the Board of Directors. From 2001 to 2002, Mr. Reid was Executive Vice-President and
Chief Operating Officer of Westcoast Energy Inc. From 1997 to 2001, he was President and Chief Executive Officer of
Union Gas Limited.                                                                                                                                     
| 
| |  | Effective October 21, 2002, J. David Williamson was appointed Senior Vice-President, Strategic Planning and Business
Development. From 2001 to 2002, Mr. Williamson was Executive Vice-President and Chief Financial Officer of Clarica
Life Insurance Company. From 1997 to 2001, he held the following positions at Derlan Industries Limited:
Vice-President and Treasurer, Senior Vice-President and Chief Financial Officer, President and Chief Operating
Officer, and President and Chief Executive Officer.
| 
| |  | Effective November 6, 2002, Jean F. Chagnon, President and Chief Executive Officer of Lallemand Inc., was elected to
the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                       
| 
| |  | Effective November 6, 2002, Tom J. Barry was appointed to the position of Senior Vice-President, Irish Division of
CLA. Mr. Barry retains the local title of Managing Director, Irish Division of CLA. From 1999 to 2001, he was
Executive Director, Financial Consultancy Division of CLA. Prior to 1999, he was Chief Financial Officer and Appointed
Actuary, Irish Division of CLA.                                                                                                                            
| 
| |  | Effective November 6, 2002, Diane Barsoski, formerly Senior Vice-President and Director, Human Resources, assumed the
position of Senior Vice-President, Human Resources.                                                                                                                                                                                                                                                                                                                                          
| 
| |  | Effective November 6, 2002, Ronald E. Beettam assumed the position of Senior Vice-President, United States Division of
CLA. From 1998 to 2002, Mr. Beettam was Vice-President and Director, U.S. Division of CLA. From 1997 to 1998, he was
Vice-President, Individual Operations, U.S. Division of CLA.                                                                                                                                                                                                           
| 
| |  | Effective November 6, 2002, Andrew D. Brands assumed the position of Senior Vice-President and General Counsel.
Effective March 1, 2001, Andrew D. Brands was appointed Vice-President and General Counsel. From 1989 to 2001, Mr.
Brands was a Senior Partner with the law firm of Smith Lyons.                                                                                                                                                                                                                   
| 
| |  | Effective November 6, 2002, Doron J. Cohen assumed the position of Senior Vice-President and Chief Information Officer
of CLA. Effective March 1, 2001, Doron J. Cohen was appointed Vice-President and Chief Information Officer of CLA.
From 1999 to 2001, Mr. Cohen was a Research Director with Gartner Group Inc. Prior to 1999, he was Vice-President and
Chief Information Officer of Trans Canada Pipelines, Ltd.                                                                                          
| 
| |  | Effective November 6, 2002, Donald A. Gallagher assumed the position of Senior Vice-President, Canadian Division of
CLA. From 2001 to 2002, Mr. Gallagher was appointed to the position of Vice-President and Director, Individual
Investments and Pensions, Canadian Division of CLA. From 1997 to 2001 he was Vice-President and Director, Irish
Division of CLA.                                                                                                                                                
| 
| |  | Effective November 6, 2002, Ian Gilmour assumed the position of Senior Vice-President, United Kingdom Division of CLA.
Mr. Gilmour retains the local title of General Manager, United Kingdom Division of CLA. From 1997 to 2002, he was
Vice-President and General Manager, United Kingdom Division of CLA.                                                                                                                                                                                                       
| 
| |  | Effective November 6, 2002, Joseph A. Gilmour assumed the position of Senior Vice-President, International and
Reinsurance Division. From 1999 to 2002, he was Vice-President and Director, International and Reinsurance Division of
CLA. From 1997 to 1999, he was Vice-President and Director, International Division of CLA.                                                                                                                                                                                   
| 
| |  | Effective November 6, 2002, D. Allen Loney assumed the position of Senior Vice-President and Chief Actuary. From 1998
to 2002 he was Vice-President and Chief Actuary. From 1997 to 1998, he was Vice-President and Director, U.S. Division
of CLA.                                                                                                                                                                                                                                                                
| 
| |  | Effective November 6, 2002, Robert W. Morrison, formerly Vice-President and Chief Investment Officer, assumed the
position of Senior Vice-President and Chief Investment Officer.                                                                                                                                                                                                                                                                                                                                  

Shareholdings of Directors and Senior Management

The number of common shares held by CLFs Directors and Senior Management
as a group at December 31, 2002, represented less than 1% of the total number
of outstanding shares of CLF.

ADDITIONAL INFORMATION

Additional information with respect to CLF, including directors and
officers remuneration and indebtedness, principal holders of securities,
options to purchase securities and interests of insiders in material
transactions, where applicable, is contained in the Companys Management Proxy
Circular dated March 22, 2003. Additional financial information is provided in
the Companys comparative financial

|                                  |  |                                 
|--------------------------------- |  | --------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  9





---



##### 



statements for the most recently completed financial year and interim financial
statements of the Company subsequent to the financial statements for its
most recently completed financial year, which have also been filed with
applicable securities regulatory authorities in Canada.

Upon request to the Secretary of CLF at its registered office, 330
University Avenue, Toronto, Ontario M5G 1R8, Canada, CLF will provide any
person with a copy of:



| | (i)   |  | this AIF together with any document or part thereof incorporated by
reference into this AIF;                                                                                                                                                             
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the Companys Management Proxy Circular which contains additional
information concerning the Company, including directors and officers
remuneration and indebtedness, principal holders of the Companys
securities and options to purchase securities;
|
| | (iii) |  | the audited financial statements of CLF for the year ended
December 31, 2002, which contain additional financial information for
the year then ended;                                                                                                    
|
| | (iv)  |  | any unaudited interim financial statements of CLF subsequent to
December 31, 2002, and                                                                                                                                                                   
|
| | (v)   |  | any other documents that are incorporated by reference into a
preliminary short-term prospectus or short-form prospectus filed in
respect of a distribution of securities of CLF.                                                                        

A copy of any of these documents may be obtained without charge at any
time when a preliminary short-form prospectus has been filed in respect of a
distribution of any securities of CLF or any securities of CLF are in the
course of a distribution pursuant to a short-form prospectus. At any other
time, any document referred to in (i), (ii) or (iii) above may be obtained by
security holders of CLF without charge and by any other person upon payment of
a reasonable charge.

|                                  |  |                                  
|--------------------------------- |  | ---------------------------------
|                                 
|Canada Life Financial Corporation |  | 2002 Annual Information Form  10