##### 



|                   |                                                                                                            
|------------------ | -----------------------------------------------------------------------------------------------------------
|(CANADA LIFE LOGO) |                                                                                                            
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|                   |                                                                                                            
|                   | Notice of Meeting
and Management Proxy Circular                                                            
|                   |                                                                                                            
|                   |                                                                                                            
|                   |                                                                                                            
|                   |                                                                                                            
|                   |                                                                                                            
|                   | Annual and General Meeting of Shareholders
of Canada Life Financial Corporation
to be held on June 23, 2003





---



##### 



NOTICE OF MEETING

To: Our Shareholders

The annual and general meeting (the Meeting) of holders of common shares
(Common Shares) of Canada Life Financial Corporation (Canada Life) will be
held on Monday, June 23, 2003 at 10:30 a.m. (Toronto time) at the head office
of Canada Life, 330 University Avenue, Toronto, Ontario, Canada in the
Corporate Conference Centre for the following purposes:



|1. |  | to receive the consolidated financial statements for the year ended
December 31, 2002, and the reports of the auditor and the actuary thereon;
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | to elect Directors of Canada Life;                                                                                                            
|  
|3. |  | to appoint auditors of Canada Life for 2003; and                                                                                              
|  
|4. |  | to carry out any other business properly brought before the Meeting or any
continuation of the Meeting after an adjournment.                  

The Management Proxy Circular accompanying this Notice provides additional
information relating to the business to be conducted at the Meeting. Any
shareholder may obtain a copy of the Management Proxy Circular upon request
made to Computershare Trust Company of Canada at the address set out below.

Only holders of record of Common Shares at the close of business on May 9,
2003, will be entitled to vote at the Meeting or any adjournment or
postponement thereof, except that a person who has acquired Common Shares
subsequent to May 9, 2003 will be entitled to vote such shares, instead of the
holder of record on May 9, 2003, upon making a written request to that effect
not later than 10 days before the date of the Meeting or any adjournment or
postponement thereof, to Computershare Trust Company of Canada, 100 University
Avenue, Toronto, Ontario, Canada M5J 2Y1, Attention: Proxy Department, and
establishing ownership of such shares.

If you are unable to attend the Meeting in person, please exercise your
right to vote by completing and returning the enclosed proxy form by mail or
fax or by voting using the internet. In each case, please refer to the
instructions found on the enclosed proxy form.

To be valid for use at the Meeting, proxies must be received by
Computershare Trust Company of Canada prior to 5:00 p.m. (Toronto time) on June
19, 2003, or, if there is an adjournment or postponement of the Meeting, on the
day (excluding Saturdays, Sundays and statutory or civic holidays in Toronto,
Canada) preceding the date to which the Meeting is adjourned or postponed or,
in either case, may be deposited in person with the Chairman or the scrutineers
of the Meeting (as scheduled or as adjourned or postponed) prior to its
commencement.

| |  |                                   
| |  | ----------------------------------
| |  | BY ORDER OF THE BOARD OF DIRECTORS
| |  |                                   
| |  | (Signed) Roy W. Linden
Secretary  

Toronto, Canada
May 6, 2003

2



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##### 



TABLE OF CONTENTS

|                                                       |                                                            |                                                                                             |    |    |    | 
|------------------------------------------------------ | ---------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -- | -- | -- | 
|PART I  GENERAL PROXY INFORMATION                     |                                                            |                                                                                             | 4  |   
|                                                       | Who Can Vote                                               |                                                                                             |    | 4  |   
|                                                       |                                                            | One Vote Per Common Share                                                                   |    |    | 4  | 
|                                                       |                                                            | Voting Restrictions                                                                         |    |    | 4  | 
|                                                       | How a Vote is Passed                                       |                                                                                             |    | 4  |   
|                                                       | Voting by Registered Shareholders                          |                                                                                             |    | 5  |   
|                                                       | Voting by Non-Registered Shareholders                      |                                                                                             |    | 5  |   
|                                                       | Voting in Person                                           |                                                                                             |    | 5  |   
|                                                       | Voting by Proxy                                            |                                                                                             |    | 6  |   
|                                                       |                                                            | Solicitation of Proxies                                                                     |    |    | 6  | 
|                                                       |                                                            | What is a Proxy?                                                                            |    |    | 6  | 
|                                                       |                                                            | Appointing a Proxyholder                                                                    |    |    | 6  | 
|                                                       |                                                            | Submitting Your Proxy                                                                       |    |    | 6  | 
|                                                       |                                                            | Your Proxy Vote                                                                             |    |    | 7  | 
|                                                       |                                                            | Confidentiality                                                                             |    |    | 7  | 
|                                                       |                                                            | Changing Your Mind                                                                          |    |    | 7  | 
|PART II  BUSINESS OF THE MEETING                      |                                                            |                                                                                             | 7  |   
|                                                       | Election of Directors                                      |                                                                                             |    | 7  |   
|                                                       | Appointment of the Auditor                                 |                                                                                             |    | 8  |   
|PART III  BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |                                                            |                                                                                             | 8  |   
|                                                       | Board of Directors                                         |                                                                                             |    | 8  |   
|                                                       | Statement of Corporate Governance Practices                |                                                                                             |    | 10 |   
|                                                       |                                                            | Composition of the Board                                                                    |    |    | 10 | 
|                                                       |                                                            | Chairman of the Board                                                                       |    |    | 10 | 
|                                                       |                                                            | Compensation of the Board                                                                   |    |    | 11 | 
|                                                       |                                                            | Role of the Board                                                                           |    |    | 11 | 
|                                                       |                                                            | Roles of Board Committees                                                                   |    |    | 11 | 
|                                                       |                                                            | Communication with Shareholders                                                             |    |    | 12 | 
|                                                       |                                                            | Toronto Stock Exchange Guidelines                                                           |    |    | 13 | 
|PART IV  COMPENSATION AND OTHER INFORMATION           |                                                            |                                                                                             | 15 |   
|                                                       | Compensation of Directors                                  |                                                                                             |    | 15 |   
|                                                       | Executive Compensation                                     |                                                                                             |    | 16 |   
|                                                       |                                                            | Summary Compensation Table                                                                  |    |    | 16 | 
|                                                       |                                                            | Canada Life Stock Option Plan                                                               |    |    | 17 | 
|                                                       |                                                            | Change of Control Agreements and Retirement Arrangements                                    |    |    | 18 | 
|                                                       |                                                            | Pension Plans                                                                               |    |    | 18 | 
|                                                       |                                                            | Estimated Annual Benefits Payable upon Retirement for Executives in the Canadian Plan       |    |    | 18 | 
|                                                       |                                                            | Estimated Annual Benefits Payable upon Retirement for Executives in the United Kingdom Plan |    |    | 20 | 
|                                                       | Human Resources Committee Report on Executive Compensation |                                                                                             |    | 20 |   
|                                                       |                                                            | Composition of the Human Resources Committee                                                |    |    | 21 | 
|                                                       |                                                            | Compensation Philosophy and Process                                                         |    |    | 21 | 
|                                                       |                                                            | Base Salary                                                                                 |    |    | 21 | 
|                                                       |                                                            | Annual Incentive                                                                            |    |    | 21 | 
|                                                       |                                                            | Long Term Incentive Plan                                                                    |    |    | 21 | 
|                                                       |                                                            | Stock Option Plan                                                                           |    |    | 22 | 
|                                                       |                                                            | Deferred Stock Unit Plan                                                                    |    |    | 22 | 
|                                                       |                                                            | Employee Share Purchase Plan                                                                |    |    | 22 | 
|                                                       |                                                            | Chairman and Chief Executive Officer Compensation                                           |    |    | 23 | 
|Total Shareholder Return Comparison                    |                                                            |                                                                                             | 23 |   
|Indebtedness of Directors and Senior Officers          |                                                            |                                                                                             | 23 |   
|Approval                                               |                                                            |                                                                                             | 23 |   

3



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##### 



MANAGEMENT PROXY CIRCULAR

This Management Proxy Circular (the Circular) is furnished in connection
with the solicitation of proxies by and on behalf of the management of Canada
Life Financial Corporation (Canada Life). The accompanying proxy form
(printed on blue paper) is for use at the annual and general meeting of
shareholders of Canada Life (the Meeting) to be held on June 23, 2003 and
at any adjournment or postponement thereof and for the purposes set forth in
the accompanying Notice of Meeting. The annual and general meeting of the sole
shareholder and of participating policyholders of The Canada Life Assurance
Company (Canada Life Assurance) will also be held at the same time and at
the same place. All costs of this proxy solicitation will be borne by Canada
Life.

Unless otherwise indicated, all information in this Circular is presented
as of May 1, 2003 and all amounts in this Circular are expressed in Canadian
dollars ($).

PART I  GENERAL PROXY INFORMATION

Who Can Vote

One Vote Per Common Share

May 9, 2003 is the record date to determine (with the exceptions described
above) the shareholders who are entitled to receive notice of, and vote at, the
Meeting or any adjournment or postponement thereof.

Except for some restrictions described below, each shareholder is entitled
to one vote for each Common Share registered in his or her name of the close of
business on May 9, 2003. If a shareholder transfers Common Shares after this
date to someone else, and that person becomes a registered shareholder of
Canada Life, the new shareholder may vote the transferred shares at the Meeting
only if he or she has asked Canada Lifes transfer agent, Computershare Trust
Company of Canada, to include his or her name in the list of shareholders. This
request must be made at least 10 days before the Meeting or any adjournment or
postponement thereof.

As of May 1, 2003, there were 160,382,247 Common Shares of Canada Life
outstanding. To the knowledge of the Directors and officers of Canada Life, no
person or entity owns or exercises control or direction over more than 10 per
cent of any class of shares of Canada Life.

Voting Restrictions

The Insurance Companies Act(Canada) restricts the voting rights of Canada
Lifes shareholders in some ways. Shares cannot be voted, in person or by
proxy, if:



| |  |  | they are beneficially owned by the Government of Canada, or a province,
or the government of a foreign country or any political sub-division of
that country, or any agency of those entities; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the Minister of Finance has ordered that the shares not be voted.                                                                                                                                

For more information about voting rights, contact the Secretary of Canada Life.

How a Vote is Passed

All of the matters described in the attached Notice of Meeting that will
be voted on at the Meeting are ordinary resolutions and will be approved if
more than half the votes that are cast in respect of the applicable resolution
in person or by proxy are in favour.

4



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##### 



Voting by Registered Shareholders

If you are a registered shareholder, you may vote in one of two ways:

|   |                    |   |  |                                                                                                                                                                                                                          
|-- | ------------------ | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Attend the
Meeting |  |  | You are entitled to attend the Meeting and cast
your vote in person. To vote shares registered in the name of
a corporation, the corporation must have submitted a properly
executed proxy form authorizing you to do so.
|   |                    |   |  |                                                                                                                                                                                                                          
|OR |                    |   |  |                                                                                                                                                                                                                          
|   |                    |   |  |                                                                                                                                                                                                                          
|2. | Vote by
Proxy      |  |  | If you do not plan to attend the Meeting, you may cast your vote by proxy in
one of two ways:                                                                                                                            
|   |                    |   |  | (a)  you may authorize the management representatives of Canada Life
named in the proxy to vote your shares; or                                                                                                          
|   |                    |   |  |                                                                                                                                                                                                                          
|   |                    |   |  | (b)  you may appoint some other person to attend the Meeting and
vote your shares on your behalf.                                                                                                                        

Voting by Non-Registered Shareholders

If you are a non-registered shareholder, you will have received a package
from an intermediary who holds your shares (for example, your broker, or, if
you hold a Share Ownership Statement, Computershare) that will contain either
(i) a proxy registered as to the number of shares beneficially owned by you,
but which is otherwise incomplete (the proxy form may be signed by the
intermediary); or (ii) a voting instruction form. Carefully follow the
instructions that accompany the proxy form or voting instruction form.

If you are a non-registered shareholder, you may vote in one of two ways:

|   |                    |   |  |                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------ | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Attend the
Meeting |  |  | if you hold a Share Ownership Statement, you may
attend the Meeting and vote;                                                                                                                                                                                                                                                                              
|   |                    |  |  | if you have received a proxy form from your intermediary,
insert your name in the blank space provided on the form. Sign
the proxy form if it has not been signed by the intermediary.
Return the completed proxy form in the enclosed envelope. When
you arrive at the Meeting, you should advise the staff that you
are a proxy appointee; or            
|   |                    |   |  |                                                                                                                                                                                                                                                                                                                                                            
|   |                    |  |  | if you have received a voting instruction form, follow the
instructions on it.                                                                                                                                                                                                                                                                             
|   |                    |   |  |                                                                                                                                                                                                                                                                                                                                                            
|OR |                    |   |  |                                                                                                                                                                                                                                                                                                                                                            
|   |                    |   |  |                                                                                                                                                                                                                                                                                                                                                            
|2. | Vote by
Proxy      |  |  | if you hold a Share Ownership Statement and do not plan to attend
the Meeting, you may vote by authorizing the management
representatives of Canada Life named in the proxy form to vote your
shares. If you choose this option, please read the section
entitled  Voting by Proxy  Submitting Your Proxy;                                             
|   |                    |   |  |                                                                                                                                                                                                                                                                                                                                                            
|   |                    |  |  | if you received a proxy form from your intermediary and do not
plan to attend the Meeting, you may vote by authorizing the
management representatives of Canada Life named in the proxy form to
vote your shares. If you choose this option, complete, sign (if
unsigned by the intermediary) and return the proxy form as instructed
on the proxy form; or
|   |                    |   |  |                                                                                                                                                                                                                                                                                                                                                            
|   |                    |  |  | if you have received a voting instruction form, follow the
instructions on it.                                                                                                                                                                                                                                                                             

Voting in Person

Registered shareholders who attend the Meeting can cast one vote for each
Common Share held on matters put before the Meeting.

5



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##### 



Voting by Proxy

If you do not come to the Meeting, you can vote by appointing someone who
will be there as your proxyholder. You can either instruct that person on how
you want to vote, or let him or her choose for you.

Solicitation of Proxies

Canada Lifes management requests that you complete and return the proxy
form to ensure your votes are exercised at the Meeting. Canada Life will pay
the cost of this solicitation, which will be primarily by mail. However,
regular employees of Canada Life, or Canada Lifes agents, may also ask for
proxies to be returned.

What is a Proxy?

A proxy is a document that authorizes someone else to attend the Meeting
and cast your votes for you at the Meeting. Enclosed in this package is a
proxy form for the Meeting printed on blue paper. Use it (or any other legal
proxy form) to appoint a proxyholder.

Appointing a Proxyholder

Your proxyholder is the person you appoint to cast your votes for you at
the Meeting. You can choose any individual you want to be your proxyholder  he
or she does not have to be another shareholder of Canada Life. Just fill in the
persons name in the blank space provided on the enclosed proxy form. Your
proxyholder must attend the Meeting in person in order to vote your shares.

In order to be effective, a proxy form must be executed by a registered
shareholder or his or her attorney duly authorized in writing. If the
registered shareholder is a corporation, the proxy form must be signed by an
officer of such corporation or by such corporations duly authorized attorney.
Where a proxy form has been executed by an officer or attorney, it must be
accompanied by evidence of the officers or attorneys authority.

A proxy form is the only way you may appoint someone as your proxyholder
other than the management representatives named on the proxy form. If you leave
the space in the proxy form blank, the following persons named in the form will
be appointed to act as your proxyholder: David A. Nield, Chairman and Chief
Executive Officer of Canada Life and Arthur R.A. Scace, Lead Director and
Chairman of the Corporate Governance Committee of Canada Life.

When you sign and submit your proxy form, it authorizes the proxyholder to
vote and otherwise act for you at the Meeting, including any continuation after
adjournment or postponement of the Meeting. If you vote on the issues listed by
marking the appropriate boxes on the proxy form, your proxy will be voted as
you instruct. If you do not mark a box to provide voting instructions for a
resolution, your proxyholder can vote your shares as he or she sees fit
regarding that particular resolution (see Your Proxy Vote).

Submitting Your Proxy



| |   |  | You may convey your voting instructions:                                                                                                                                                                                                                                              
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | By Internet  Go to the Web site indicated on the proxy form
and follow the instructions. You will need your Holder Account
Number and a Proxy Access Number (both located on the reverse of
the proxy form sent to you with this Circular) to identify yourself
to the system; or
|
| |  |  | By Fax  Complete and sign the proxy form in accordance with
its instructions and return it by fax to Computershare Trust Company
of Canada, Attention Proxy Department, at fax number 416-263-9524 or
1-866-249-7775 (North America); or                                             
|
| |  |  | By Mail   Complete the enclosed proxy form in full, sign and
return it in the envelope provided.                                                                                                                                                                                     

To be valid for use at the Meeting, proxies must be received by
Computershare Trust Company of Canada prior to 5:00 p.m. (Toronto time) on June
19, 2003, or, if there is an adjournment or postponement of the Meeting, on the
day (excluding Saturdays, Sundays and statutory or civic holidays in Toronto,
Canada) preceding the date to which the Meeting is adjourned or postponed or,
in either case, may be deposited in person with the Chairman or the scrutineers
of the Meeting (as scheduled or as adjourned or postponed) prior to its
commencement.

6



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##### 



Your Proxy Vote

If you have completed your proxy form correctly (see the instructions
contained in the proxy form), signed and returned it to Computershare Trust
Company of Canada by the deadline, then your proxyholder can vote for you at
the Meeting. If you have specified on the proxy form how you want to vote on a
particular issue (by marking FOR or WITHHOLD), then your proxyholder must vote
your shares accordingly.

If you have NOT specified how to vote on a particular issue, then your
proxyholder can vote your shares as he or she see fit in respect of that issue.
Unless you specify otherwise in your proxy form, your shares will be voted at
the Meeting as follows:



| |  |  | FOR the election as Directors of the nominees whose names are
set out in Part II  Business of the Meeting  Election of
Directors; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | FOR the appointment of Ernst & Young LLP as auditors of Canada
Life.                                                                     

For more information on either of these matters, see Part II  Business
of the Meeting. If any amendments are proposed to either resolution or if any
other matters properly come before the Meeting, your proxyholder can vote your
shares as he or she sees fit. The Notice of Meeting includes all the matters
to be presented at the Meeting that are currently known to Canada Lifes
management.

Confidentiality

All proxies are considered confidential and will be returned to Canada
Lifes transfer agent, Computershare Trust Company of Canada, who will count
the proxies and tabulate the results. Those results will be verified by the
Meetings scrutineers. Computershare does not disclose individual shareholder
votes to Canada Life, however they may refer a proxy to Canada Life if they
have a comment intended for Canada Lifes management on it, or in connection
with applicable legal requirements.

Changing Your Mind

If you are a registered shareholder and voted by internet, you may
override your previous vote by voting again. If you want to revoke a written
proxy form after you have delivered it, you can do so any time before the
commencement of the Meeting (as scheduled or adjourned or postponed). You or
your attorney must state clearly, in writing, that you want to revoke your
proxy, and deliver that written document to Computershare Trust Company of
Canada at the address indicated on the Notice of Meeting. If you return more
than one proxy, the transfer agent will only count the one which bears the
latest date.

In either case, your proxy will only be revoked (A) if a revocation is (i)
received by 5:00 p.m. (Toronto time) on the last business day before the day of
the Meeting (or any adjournment), or (ii) deposited with the Chairman of the
Meeting before the commencement of the Meeting (or any adjournment) or (B) in
any other way the law permits. If you revoke your proxy and do not replace it
with another on or before the deadline, you can still vote your shares, but
must do so in person at the Meeting.

PART II  BUSINESS OF THE MEETING

Election of Directors

Pursuant to Canada Lifes General By-Law, Directors are appointed for one,
two or three year terms, with as nearly as may be, one-third of the Directors
elected in each year. There are six nominees proposed for election at the
Meeting. The current term of office of each nominee will expire at the close
of the Meeting. Directors elected at the Meeting will serve until the close of
the first, second, or third successive annual meeting as set out below unless
he or she resigns or otherwise vacates his or her office. The nominees
proposed for election as Directors of Canada Life are set out below:

7



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##### 



|                    |  |         |  | 
|------------------- |  | ------- |  | 
|Name                |  | Term   
|                    |  |        
|Diane E. McGarry    |  | 3 years
|Arthur R. A. Scace  |  | 3 years
|Jean F. Chagnon     |  | 2 years
|J. Spencer Lanthier |  | 2 years
|Robert T. F. Reid   |  | 2 years
|William L. Acton    |  | 1 year 

Unless otherwise instructed, the persons designated in the proxy form
intend to vote FOR the nominees listed above. If a nominee is unable to serve
for any reason, the persons designated in the proxy form will vote in their
discretion for a substitute nominee unless otherwise specified in the proxy
form.

Appointment of the Auditor

Ernst & Young LLP has served as Canada Lifes auditor for more than five
years. Management and the Board propose that Ernst & Young LLP be re-appointed
as Canada Lifes auditor to serve in that capacity until the close of its next
annual meeting or until they are replaced by a properly authorized
shareholders resolution.

For 2002, fees charged by Ernst & Young LLP to Canada Life and its
subsidiaries were $6.8 million, of which $5.9 million were for audit and
audit-related services and $0.9 million related to non-audit services. For
2001, these fees totaled $6.4 million, of which $4.4 million were for audit and
audit-related services and $2.0 million related to non-audit services.
Non-audit services in 2002 included services such as tax, actuarial and other
advisory services. The Audit and Risk Management Committee has reviewed the
magnitude and nature of these services to ensure that they are compatible with
maintaining the independence of the external auditors.

Unless otherwise specified, the persons named in the accompanying proxy
form intend to vote FOR the appointment of Ernst & Young LLP to act as auditors
of Canada Life.

PART III  BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

The following provides background information on the Directors of Canada
Life, including nominees proposed for election at the Meeting.

|                                                                                              |  |                                                                              |  |                   |             |               |  |         
|--------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ----------------- | ----------- | ------------- |  | --------
|                                                                                              |  |                                                                              |  | Common Shares     |             |              
|                                                                                              |  |                                                                              |  | Owned, Controlled |             |              
|Director or Nominee                                                                           |  | Principal Occupation                                                         |  | or Directed(1)    |             | Committees(2)
|                                                                                              |  |                                                                              |  |                   |             |              
|William L. Acton
Toronto, Ontario
Director since 2002; nominee for election                   |  | President and Chief Operating Officer,
Canada Life and Canada Life Assurance |  |                   | 17,462      | (3)           |  | _       
|                                                                                              |  |                                                                              |  |                   |             |               |  |         
|James C. Alfano
Ancaster, Ontario
Director since 1999; term expires 2004                      |  | President and Chief Executive Officer,
Stelco Inc.                           |  |                   | 1,000
2,989 | (4)           |  | CR, P   
|                                                                                              |  |                                                                              |  |                   |             |               |  |         
|George S. Bain
Belfast, Northern Ireland
Director since 1999; term expires 2005               |  | President and Vice-Chancellor, The
Queens University of Belfast             |  |                   | 2,400       |               |  | CG, HR  
|                                                                                              |  |                                                                              |  |                   |             |               |  |         
|Angus A. Bruneau
St. Johns, Newfoundland and Labrador
Director since 1999; term expires 2005 |  | Chairman, Fortis Inc.                                                        |  |                   | 4,843       |               |  | A, CR, P
|                                                                                              |  |                                                                              |  |                   |             |               |  |         
|Jean F. Chagnon
Montreal, Quebec
Director since 2002; nominee for election                    |  | President and Chief Executive Officer,
Lallemand Inc.                        |  |                   | 5,337       |               |  | _       

8



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##### 



|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ----------------- | ----------- | ------------- |  | ---------
|                                                                                            |  |                                                                             |  | Common Shares     |             |              
|                                                                                            |  |                                                                             |  | Owned, Controlled |             |              
|Director or Nominee                                                                         |  | Principal Occupation                                                        |  | or Directed(1)    |             | Committees(2)
|                                                                                            |  |                                                                             |  |                   |             |              
|John R. Hall
Lexington, Kentucky
Director since 1999; term expires 2003                     |  | Corporate Director                                                          |  |                   | 2,641
5,103 | (5)(4)        |  | HR       
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|Michael L. Hepher
Weybridge, England
Director since 1999; term expires 2005                 |  | Chairman, TeleCity plc                                                      |  |                   | 16,700      |               |  | A, CR    
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|David W. Kerr
Toronto, Ontario
Director since 1999; term expires 2004                       |  | Chairman, Noranda Inc.                                                      |  |                   | 4,500       |               |  | CG, HR   
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|J. Spencer Lanthier
Toronto, Ontario
Director since 2002; nominee for election              |  | Corporate Director                                                          |  |                   | 1,135       | (4)           |  | A        
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|David W. Lay
Toronto, Ontario
Director since 1999; term expires 2003                        |  | Corporate Director                                                          |  |                   | 7,000
4,306 | (4)           |  | A, P, S  
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|Diane E. McGarry
New York, New York
Director since 1999; nominee for election               |  | Chief Marketing Officer, Xerox Corporation                                  |  |                   | 9,500
5,436 | (4)           |  | A, CG    
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|David A. Nield
Toronto, Ontario
Director since 1999; term expires 2004                      |  | Chairman and Chief Executive Officer,
Canada Life and Canada Life Assurance |  |                   | 52,130      |               |  | _        
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|Robert T.F. Reid
West Vancouver, British Columbia
Director since 2002; nominee for election |  | Chair, B.C. Transmission Corporation                                        |  |                   | 694         |               |  | _        
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|Cedric E. Ritchie
Toronto, Ontario
Director since 1999; term expires 2003                   |  | Corporate Director                                                          |  |                   | 3,838       |               |  | HR, S    
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|T. Iain Ronald
Toronto, Ontario
Director since 1999; term expires 2003                      |  | Corporate Director                                                          |  |                   | 6,000
2,455 | (4)           |  | A, HR, S 
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|Arthur R.A. Scace(6)
Toronto, Ontario
Director since 1999; nominee for election             |  | Partner, McCarthy Tétrault LLP                                              |  |                   | 5,000
5,278 | (7)(4)        |  | CG, HR, S
|                                                                                            |  |                                                                             |  |                   |             |               |  |          
|John D. Wetmore
Toronto, Ontario
Director since 2001; term expires 2004                     |  | Vice-President, ibm.com Americas                                            |  |                   | 2,919
2,157 | (4)           |  | CG, HR   



---

|Notes: |  |                                                                                                                                                                                                                                    
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(1)    |  | The information as to Common Shares owned or over which control or direction is exercised, not being within the knowledge
of Canada Life, has been furnished by the respective Directors. Shareholdings are shown as of May 1, 2003

9



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##### 



|(2) |  | The nominee presently serves on the specified committee(s) of the Board: A
 Audit and Risk Management; CG  Corporate Governance; CR  Conduct Review; HR
 Human Resources; P  Pension; and S  Special. See  Statement of Corporate
Governance Practices for a description of the roles and mandates of Board
Committees.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) |  | Includes 15,900 Common Shares held jointly with Mr. Actons spouse.                                                                                                                                                                                                                                                             
|   
|(4) |  | Represents deferred stock units issued in lieu of cash Director fees. See
Part IV  Compensation and Other Information Compensation of Directors.                                                                                                                                                                            
|   
|(5) |  | Includes 141 Common Shares registered in the name of
Bank of Ashland, Trustees. (6) Appointed Lead Director in
2001.                                                                                                                                                                                                            
|   
|(7) |  | Includes 1,000 Common Shares held by Mr. Scaces spouse.                                                                                                                                                                                                                                                                        

Each of Canada Lifes Directors has been engaged for more than five years
in his or her present position or in other capacities with Canada Life except:



| |  |  | John 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.                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | David. W. Kerr, who prior to his appointment in 2002 as 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.                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | John D. Wetmore was President and Chief Executive Officer of IBM Canada Ltd. from January 1997 to April 2001.                                                                                                                                                                                                                                                                                                                          
|
| |  |  | J. Spencer Lanthier was the Chairman and Chief Executive
Officer of KPMG Canada from 1993 to 1999.                                                                                                                                                                                                                                                                                                                                     
|
| |  |  | Robert T.F. Reid was President, Canada, Duke Energy Gas
Transmission (formerly Westcoast Energy Inc.) from February 2002 to
February 2003. He was Executive Vice-President and Chief Operating
Officer of Westcoast Energy Inc. from 2001 to 2002 and was President
and Chief Executive Officer of Union Gas Limited from 1997 to 2001.                                                                                                

Statement of Corporate Governance Practices

To achieve high standards and best practices in corporate governance
matters, the Corporate Governance Committee of the Board of Directors
continually reviews corporate governance developments. In respect of these
reviews, the Committee considers the rules and recommendations of the Office of
the Superintendent of Financial Institutions, Canada, Canadian provincial
securities commissions, the Toronto Stock Exchange (the TSX), the New York
Stock Exchange and the U.S. Securities and Exchange Commission, as well as
recommendations from management, internal and external auditors and legal
advisors.

Composition of the Board

The Board of Directors is comprised of individuals residing in Canada, the
United Kingdom and the United States. The Directors are experienced, proven
leaders, from a diverse group of professions and industries. At present, there
are 17 Directors on the Board.

Evaluation of potential candidates for election to the Board is performed
by the Corporate Governance Committee based on criteria established by the
Committee. The Committee has used a professional search firm to seek out
appropriate Board candidates. The Committee is thus able to recommend to the
Board, candidates with the skill and experience that best complement the
strengths of the current Board.

Chairman of the Board

Mr. D. A. Nield serves as Chairman of the Board and Chief Executive
Officer. In the opinion of the Corporate Governance Committee, this dual role
does not impair the Boards ability to function independently of management.
The Board believes that his extensive knowledge of Canada Lifes business is
beneficial to the rest of the Directors in their

10



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##### 



deliberations. To further reinforce independence, the Board has appointed a
Lead Director whose mandate and duties include monitoring the structure and
process of the Board to better enable it to carry out its responsibilities
effectively and in an independent manner. The Board meets regularly, in camera,
without the Chairman present. In addition, the Chairman does not have a casting
vote on matters presented to the Board for approval.

Compensation of the Board

Directors compensation is annually benchmarked against other Canadian
financial institutions to ensure that it is appropriate and reflects the
responsibilities and risks involved in being an effective Director. The
Corporate Governance Committee makes recommendations to the Board on the amount
and form of compensation. In order to align the interests of Directors with
shareholders, options to purchase Common Shares are granted to Directors
annually, subject to aggregate limits set out in the Canada Life Stock Option
Plan. Each Director is encouraged to personally acquire five times the value
of his or her annual retainer in Common Shares over a period of six years.

Role of the Board

The Board is responsible for the stewardship of Canada Life and makes all
major policy decisions for it. Its responsibilities are principally derived
from its mandate and include:



| |  |  | overseeing the management of the business and affairs of Canada Life                                                                         
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | reviewing and approving strategic plans, overseeing their implementation
and monitoring corporate performance against them                   
|
| |  |  | reviewing and
approving dividend policies                                                                                                    
|
| |  |  | reviewing and approving quarterly and annual financial statements                                                                            
|
| |  |  | reviewing and considering principal business risks and overseeing risk
management policies                                                   
|
| |  |  | overseeing the integrity and effectiveness of the internal control and
management information systems and shareholder communications policies
|
| |  |  | reviewing and approving material transactions such as significant
investment transactions and acquisitions or divestitures of businesses     
|
| |  |  | appointing and evaluating the Chief Executive Officer and senior
management                                                                  
|
| |  |  | reviewing and determining compensation for the Chief Executive Officer
and senior management                                                 
|
| |  |  | overseeing succession planning                                                                                                               

Roles of Board Committees

The Committees perform the duties identified in formal mandates.

The Corporate Governance Committeeaddresses corporate governance matters
pertaining to the Board, Board Committees, shareholders and policyholders. All
members are unrelated to Canada Life. The Committees responsibilities include:



| |  |  | recommending suitable candidates for election to the Board of Directors                                                                                                                                                                    
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | reviewing and recommending improvements to Canada Lifes approach to
corporate governance matters, including terms of reference and membership
of Board Committees, mechanics of Board and Committee meetings and
compensation of the Board
|
| |  |  | assessing the effectiveness of the Board                                                                                                                                                                                                   

The Audit and Risk Management Committeeassists the Board of Directors in
fulfilling their oversight responsibilities with respect to financial,
regulatory and public reporting, financial condition, risk management policies
and procedures, including internal controls and audit activities. All members
are unrelated to Canada Life. The Committees responsibilities include:



| |  |  | reviewing the quarterly and annual financial statements and returns of
Canada Life                                                                                                                                                                                
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | meeting with the external auditor to discuss the financial statements
and any regulated securities filings                                                                                                                                                        
|
| |  |  | meeting with the actuary to discuss parts of the financial statements
and the annual returns                                                                                                                                                                      
|
| |  |  | meeting with the internal auditor and management of Canada Life to
discuss the effectiveness of the risk management policies and procedures,
including internal controls established for Canada Life and to evaluate
compliance with those policies and procedures

11



---



##### 



The Human Resources Committeeensures that effective compensation policies
are in place to retain, attract and properly deploy skilled, effective officers
and employees. All members are unrelated to Canada Life. The Committees
responsibilities include:



| |  |  | assessing performance and reviewing compensation of the Chief
Executive Officer
| | - |  | -------------------------------------------------------------------------------
|
| |  |  | reviewing all senior management appointments and compensation                  
|
| |  |  | reviewing management succession planning, organization and
structures          

The Conduct Review Committeeensures that effective procedures are in
place and are followed for dealing with related party transactions and other
important aspects of corporate conduct. All members are unrelated to Canada
Life. The Committees responsibilities include:



| |  |  | reviewing and monitoring the procedures established by management for
the review of transactions with related parties of Canada Life and to
ensure that material transactions are identified
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | reviewing and recommending to the Board, procedures to identify and
resolve conflicts of interest and procedures to restrict the use of
confidential information                            
|
| |  |  | monitoring the conflict of interest, confidential information and
insider trading procedures established by the Board                                                                       

The Pension Committeesets or reviews financial policies of the staff and
agents pension and savings-type plans for funding and investments and oversees
monitoring of these policies for compliance. All members are unrelated to
Canada Life. The Committees responsibilities include:



| |  |  | advising the Board on matters related to the plans funding,
investments, administration and government compliance                                  
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | reporting to the Human Resources Committee all relevant matters related
to the financial management of pension funds which may impact benefit
policy
|
| |  |  | approving pension trustee appointments and removals                                                                                                 

A Special Committeeof the Board was established in November 2002 to
consider and evaluate proposed transactions with respect to the change of
control of Canada Life. All members are unrelated to Canada Life. The
Committees responsibilities include:



| |  |  | considering, evaluating and making a recommendation to the Board
concerning any change of control proposals and any strategic alternatives
that may be open to Canada Life                            
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | overseeing, the review of any proposals and strategic alternatives,
negotiations, the preparation of legal agreements, communications, and the
provision of confidential information to third parties.

Communication with Shareholders

Canada Life is committed to communicating regularly with shareholders
through its web site, annual reports and media releases. In addition to public
disclosure documents that are filed with regulatory authorities, Canada Life
also makes quarterly reports available to shareholders.

Canada Life responds promptly to shareholder inquiries through its
Investor Relations and Corporate Communications departments and through its
transfer agent, Computershare Trust Company of Canada.

12



---



##### 



Toronto Stock Exchange Guidelines

The Companys corporate governance practices comply in all material
respects with the Toronto Stock Exchange Guidelines for Improved Corporate
Governance in Canada (the TSX Guidelines). The following chart summarizes
Canada Lifes corporate governance practices in relation to the TSX Guidelines:

|                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Summary of TSX Guidelines                                                |  | Summary of Canada Life Practice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Board assumes responsibility for overall
stewardship of the company      |  | By its mandate, the Board has assumed responsibility for: reviewing
and approving strategic plans; reviewing and considering principal
business risks and overseeing risk management policies; succession
planning; shareholder communication policies; and overseeing the
integrity of the internal control and management information systems.                                                                                                                                                                                                                         
|                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Board constituted with majority of unrelated
directors                   |  | Of 17 directors on the Board, only two, Mr. D.A. Nield, Chairman and
CEO and Mr. W.L. Acton, President and COO, are related to Canada
Life. The other 15 Directors are unrelated. As defined by the TSX, an
unrelated director is a director who is independent of management
and free from any interest and any business or relationship which
could, or could reasonably be perceived to, materially interfere with the
directors ability to act with a view to the best interests of the company,
other than interests and relationships arising from shareholding.
|                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Corporate Governance Committee
constituted with non-management directors |  | The Corporate Governance Committee of the Board recommends
suitable candidates for election to the Board and is responsible for
annually assessing the effectiveness of the Board. All members of this
Committee are unrelated to Canada Life.                                                                                                                                                                                                                                                                                                                           
|                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Process for assessing Board effectiveness                                |  | The Corporate Governance Committee annually oversees a process
whereby the Board does a self-assessment of its effectiveness for the
previous year. A similar self-assessment process is done for the Audit
and Risk Management Committee.                                                                                                                                                                                                                                                                                                                               
|                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Orientation for new directors                                            |  | All new Directors are provided with extensive background information
concerning Canada Life and the manner in which the Board functions.
Prior to, or at the time they join the Board, meetings and discussions
with the Chairman, Lead Director, all the senior officers and the
external auditors are arranged.                                                                                                                                                                                                                                                        
|                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Board size suitable for effective decision-making                        |  | The Corporate Governance Committee regularly reviews the size of
the Board and its Committees to determine the impact of the number of
Directors upon their effectiveness. The present size of the Board is
deemed appropriate to effectively oversee the business and affairs of
Canada Life, based on the breadth and depth of experience and skill
represented by the members.                                                                                                                                                                                        
|                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Satisfactory compensation of Directors                                   |  | The compensation of Directors is reviewed annually by the Corporate
Governance Committee to ensure that it is appropriate in relation to the
responsibilities and risks involved in being an effective Director and is
competitive with peer companies.                                                                                                                                                                                                                                                                                                                  

13



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##### 



|                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Summary of TSX Guidelines                                                                                   |  | Summary of Canada Life Practice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Independence of Board committees                                                                            |  | The Board relies on its Committees to fulfill its mandate and discharge
its responsibilities. Committees of the Board allow Directors to share
responsibility and focus resources on a particular area or issue. All
members of every Committee of the Board are unrelated to Canada
Life. Mr. Nield and Mr. Acton, the only two related Directors, are not
members of any Committee. All members of every Committee are also
independent. Under the Sarbanes-Oxley Act of 2002, to be
determined independent, a director may not accept any consulting,
advisory or other compensatory fee from Canada Life or any of its
subsidiaries, or be an affiliated person of Canada Life or any of its
subsidiaries, other than in such persons capacity as a member of the
board of directors or any committee thereof.
|                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Relevant corporate governance issues
addressed by Corporate Governance Committee                            |  | The Corporate Governance Committee by its mandate is specifically
accountable for reviewing and recommending improvements to
Canada Lifes approach to corporate governance matters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Position description for the CEO                                                                            |  | The Board, on the recommendation of the Human Resources
Committee, has approved a position description for the positions of
Chairman and Chief Executive Officer, and the President and Chief
Operating Officer. Moreover, the Board has approved a Corporate
Expenditures, Authorities and Approvals Policy which defines limits on
managements responsibilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Board functions independent of management                                                                   |  | The Board has appointed Mr. A.R.A. Scace as the Lead Director and
approved a position description for him. The Lead Director meets with
the Board at each regularly scheduled Board meeting without
management present.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Audit Committee composed only of outside
directors and has direct communication with
Canada Lifes auditors |  | The Audit and Risk Management Committee is composed only of
unrelated directors and has direct communication channels with both
the external and internal auditors and meets in camera with each of
them at every regularly scheduled Committee meeting. By its
mandate, the Audit and Risk Management Committee meets with the
internal auditor and management to discuss the effectiveness of risk
management policies and procedures, including internal controls.                                                                                                                                                                                                                                                                                                                                                
|                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|System for Board to engage outside advisors                                                                 |  | The Board has established a policy that enables the Board, Board
Committees and individual Directors to engage outside advisors at the
expense of Canada Life in appropriate circumstances. The
engagement of an outside advisor is subject to the approval of the
Chairman of the Corporate Governance Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

14



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##### 



PART IV  COMPENSATION AND OTHER INFORMATION

Compensation of Directors

Directors who are officers of Canada Life do not receive additional
compensation for serving as a Director. The compensation paid to other
Directors of Canada Life is presently paid to them by Canada Life Assurance in
their capacity as Directors of Canada Life Assurance. The fees did not increase
during 2002. The compensation paid to such Directors is as follows:



| |  |  | $25,000 per year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | to the chair of each of the Audit and Risk Management, Human Resources,
Corporate Governance, and Special Committees, an additional amount of
$7,500 per year, and to the chair of each of the Conduct Review and
Pension Committees, an additional amount of $4,000 per year.                                                                                                                                                                                                                                                                                                    
|
| |  |  | to the Lead Director, an additional amount of $7,500 per year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  |  | to each Director who is a member of a committee, an additional amount of
$1,400 per year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | to each Director, an additional amount of $1,400 for attendance at each
meeting of the Board and each Committee meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | to each Director, an additional $1,400 for long distance travel for a
round trip to the meeting site in Toronto from the Directors principal
residence, if the Director travels from outside Canada, or if the Director
travels from inside Canada and the distance travelled is over 700
kilometres.                                                                                                                                                                                                                                                                            
|
| |  |  | Directors who are non-residents of Canada receive their
compensation in U.S. dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |  | Directors have the choice annually to be paid 0%, 50%, or 100%
of their total compensation in the form of (i) cash, (ii) Common
Shares through a share purchase plan, the terms of which are
substantially the same as the Employee Share Purchase Plan, or (iii)
deferred stock units under the Deferred Stock Unit Plan. See 
Human Resources Committee Report on Executive Compensation 
Employee Share Purchase Plan and  Human Resources Committee
Report on Executive Compensation  Deferred Stock Unit Plan for a
description of the material terms of those plans.
|
| |  |  | Directors are eligible to participate in the Canada Life Stock
Option Plan. See  Executive Compensation  Stock Option Plan for a
description of the material terms of the plan. On November 6, 2002
each non-employee Director was granted an option to purchase 3,000
Common Shares of Canada Life at an exercise price of $30.52 per
share, for a ten-year term.                                                                                                                                                                                                            
|
| |  |  | Directors may be paid a fee equivalent to a meeting attendance
fee, for the performance of additional tasks at Canada Lifes
request.                                                                                                                                                                                                                                                                                                                                                                                                                                             

Directors are also reimbursed for travel and other out-of-pocket expenses they
incur when they attend Board or Committee meetings.

15



---



##### 



Executive Compensation

Summary Compensation Table

The following table provides a summary of compensation earned by the
Chairman and Chief Executive Officer and the other five most highly compensated
executive officers (collectively, the Named Executive Officers) during the
last three fiscal years. In each case, all such compensation was paid by Canada
Life Assurance.

|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     
|----------------------------------------------- |  | ---- | ---- | --------- |  | ---------------------- | ------- | ----------------------------- |  | ----------- | ------- | ------------ |  | ------------ | ------ | ---------- |  |  | ------- |  |  | ---- | --------- | --- |  | --- | ------ | ----
|                                                |  |      |      |           |  | Annual Compensation(1) |         | Long Term Compensation Awards
|                                                |  |      |      |           |  |                        |         |                              
|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  | Other        |        | Securities |  |  |         |  |  |      |           |    
|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  | Annual       |        | Under      |  |  |         |  |  |      |           |    
|Name and Principal                              |  |      |      |           |  |                        |         |                               |  | Compen-     |         | Options/SARs |  | LTIP         |        | All Other 
|Position                                        |  | Year |      | Salary(2) |  | Bonus(3)               |         | sation(4)                     |  | Granted (#) |         | Payouts(5)   |  | Compensation
|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  |             
|D.A. Nield                                      |  |      | 2002 |           |  | $                      | 820,000 |                               |  | $           | 984,000 |              |  | $            | 22,128 |            |  |  | 250,000 |  |  | $    | 1,333,800 | (6) |  | $   | 3,045  | (11)
|Chairman and Chief                              |  |      | 2001 |           |  | $                      | 800,000 |                               |  | $           | 480,000 |              |  | $            | 24,281 |            |  |  | 250,000 |  |  | $    | 700,800   | (7) |  | $   | 2,952  | (11)
|Executive Officer                               |  |      | 2000 |           |  | $                      | 750,000 |                               |  | $           | 862,500 |              |  | $            | 22,243 |            |  |  | 152,000 |  |  | $    | 460,000   | (8) |  | $   | 1,297  | (10)
|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     
|W.L. Acton                                      |  |      | 2002 |           |  | $                      | 456,000 | (2)                           |  | $           | 450,000 |              |  | $            | 17,954 |            |  |  | 53,500  |  |  | $    | 370,500   | (6) |  | $   | 2,267  | (11)
|President and Chief                             |  |      | 2001 |           |  | $                      | 380,000 |                               |  | $           | 245,100 |              |  | $            | 15,637 |            |  |  | 45,000  |  |  | $    | 175,200   | (7) |  | $   | 2,220  | (11)
|Operating Officer                               |  |      | 2000 |           |  | $                      | 355,000 |                               |  | $           | 301,750 |              |  | $            | 14,877 |            |  |  | 44,000  |  |  | $    | 143,750   | (8) |  | $   | 602    | (10)
|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     
|R.M. Smithen                                    |  |      | 2002 |           |  | $                      | 415,000 |                               |  | $           | 400,000 |              |  | $            | 15,250 |            |  |  | 43,500  |  |  | $    | 444,600   | (6) |  | $   | 751    | (10)
|Executive Vice-                                 |  |      | 2001 |           |  | $                      | 405,000 |                               |  | $           | 224,800 |              |  | $            | 16,083 |            |  |  | 48,000  |  |  | $    | 233,600   | (7) |  | $   | 695    | (10)
|President                                       |  |      | 2000 |           |  | $                      | 375,000 |                               |  | $           | 318,750 |              |  | $            | 14,508 |            |  |  | 46,000  |  |  | $    | 172,500   | (8) |  | $   | 658    | (10)
|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     
|P.G. Crowley                                    |  |      | 2002 |           |  | $                      | 388,000 |                               |  | $           | 330,000 |              |  | $            | 14,430 |            |  |  | 40,500  |  |  |      | N/A       | (9) |  | $   | 2,267  | (11)
|Executive Vice-                                 |  |      | 2001 |           |  | $                      | 380,000 |                               |  | $           | 190,000 |              |  | $            | 13,897 |            |  |  | 41,000  |  |  |      | N/A       | (9) |  | $   | 52,229 | (12)
|President and Chief                             |  |      | 2000 |           |  | $                      | 319,877 |                               |  | $           | 267,300 |              |  | $            | 12,842 |            |  |  | 44,000  |  |  |      | N/A       | (9) |  | $   | 50,667 | (13)
|Financial Officer                               |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     
|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     
|R.E. Beettam                                    |  |      | 2002 |           |  | US$                    | 310,000 |                               |  | US$         | 230,000 |              |  | US$          | 13,106 |            |  |  | 30,250  |  |  | US$  | 222,300   | (6) |  | US$ | 2,259  | (14)
|Senior Vice-President                           |  |      | 2001 |           |  | US$                    | 305,000 |                               |  | US$         | 108,000 |              |  | US$          | 13,776 |            |  |  | 42,500  |  |  | US$  | 146,000   | (7) |  | US$ | 2,580  | (14)
|United States Division                          |  |      | 2000 |           |  | US$                    | 280,000 |                               |  | US$         | 165,200 |              |  | US$          | 21,630 |            |  |  | 41,000  |  |  | CDN$ | 46,000    | (8) |  | US$ | 11,816 | (15)
|of Canada Life
Assurance                        |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     
|                                                |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     
|I. Gilmour                                      |  |      | 2002 |           |  | £                      | 215,000 |                               |  | £           | 130,000 |              |  | £            | 12,000 |            |  |  | 17,000  |  |  | £    | 111,150   | (6) |  | £   | 2,583  | (16)
|Senior Vice-President,                          |  |      | 2001 |           |  | £                      | 200,000 |                               |  | £           | 51,900  |              |  | £            | 12,000 |            |  |  | 19,000  |  |  | £    | 73,000    | (7) |  | £   | 2,416  | (16)
|General Manager,                                |  |      | 2000 |           |  | £                      | 183,000 |                               |  | £           | 81,435  |              |  | £            | 12,000 |            |  |  | 22,000  |  |  |      | N/A       | (9) |  | £   | 1,982  | (10)
|United Kingdom
Division ofCanada Life Assurance |  |      |      |           |  |                        |         |                               |  |             |         |              |  |              |        |            |  |  |         |  |  |      |           |     |  |     |        |     



---

|Notes:
|------
|      
|(1)   
|      
|(2)   
|      
|(3)   
|      
|(4)   
|      
|(5)   
|      
|(6)   
|      
|(7)   

16



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##### 



|    
|----
|(8) 
|    
|(9) 
|    
|(10)
|    
|(11)
|    
|(12)
|    
|(13)
|    
|(14)
|    
|(15)
|    
|(16)

Canada Life Stock Option Plan

On February 6, 2002, Canada Life granted stock options to the Named
Executive Officers as outlined in the table below. All of the options granted
had an exercise price equal to the market value of Common Shares based on the
closing price on the TSX on February 5, 2002. The options may be exercised over
a ten year period or three years following retirement, whichever is earlier,
and vest as to 25% on each anniversary of the grant date.

Options Granted During the Most Recently Completed Financial Year

|             |  |                     |         |              |  |               |      |                  |  |                 |       |                    |  |                 |       |  |  |                  |  | 
|------------ |  | ------------------- | ------- | ------------ |  | ------------- | ---- | ---------------- |  | --------------- | ----- | ------------------ |  | --------------- | ----- |  |  | ---------------- |  | 
|             |  |                     |         |              |  |               |      |                  |  |                 |       |                    |  | Market Value of |       |  |  |                 
|             |  |                     |         |              |  | % of Total    |      |                  |  |                 |       | Securities         |  |                 |       | 
|             |  |                     |         |              |  | Options       |      |                  |  |                 |       | Underlying Options |  |                 |       | 
|             |  |                     |         |              |  | Granted to    |      | Exercise or Base |  | on the Date of  |       |                    |  |                
|             |  | Securities Under    |         | Employees in |  | Price ($ per  |      | Grant ($ per     |  |                 |       |                   
|Name         |  | Options Granted (#) |         | Fiscal 2002  |  | Common Share) |      | Common Share)    |  | Expiration Date
|             |  |                     |         |              |  |               |      |                  |  |                
|D.A. Nield   |  |                     | 250,000 |              |  |               | 22.3 | %                |  | $               | 43.14 |                    |  | $               | 43.14 |  |  | February 6, 2012
|W.L. Acton   |  |                     | 53,500  |              |  |               | 4.8  | %                |  | $               | 43.14 |                    |  | $               | 43.14 |  |  | February 6, 2012
|R.M. Smithen |  |                     | 43,500  |              |  |               | 3.9  | %                |  | $               | 43.14 |                    |  | $               | 43.14 |  |  | February 6, 2012
|P.G. Crowley |  |                     | 40,500  |              |  |               | 3.6  | %                |  | $               | 43.14 |                    |  | $               | 43.14 |  |  | February 6, 2012
|R.E. Beettam |  |                     | 30,250  |              |  |               | 2.7  | %                |  | $               | 43.14 |                    |  | $               | 43.14 |  |  | February 6, 2012
|I. Gilmour   |  |                     | 17,000  |              |  |               | 1.5  | %                |  | $               | 43.14 |                    |  | $               | 43.14 |  |  | February 6, 2012

The following table shows the aggregate number and value of stock options
held by each of the Named Executive Officers. The value of the unexercised
in-the-money options at the financial year end is the difference between (i)
the exercise price of the options, and (ii) the closing price of Common Shares
on the TSX on December 31, 2002, being $40.29 per share.

Aggregated Option Exercises During the Most
Recently Completed Financial Year and Financial Year
End Option Values

|             |  |              |  |              |  |             |         |               |  |                             |         |                                       |  |   |         |  |  |   |         |  |  |  |  | 
|------------ |  | ------------ |  | ------------ |  | ----------- | ------- | ------------- |  | --------------------------- | ------- | ------------------------------------- |  | - | ------- |  |  | - | ------- |  |  |  |  | 
|             |  |              |  |              |  |             |         |               |  | Unexercised Options/SARs at |         | Value of Unexercised In-the-Money    
|             |  |              |  |              |  |             |         |               |  | December 31, 2002 (#)       |         | Options/SARs at December 31, 2002 ($)
|             |  |              |  |              |  |             |         |               |  |                             |         |                                      
|             |  | Securities   |  | Aggregate    |  |             |         |               |  |                             |         |                                       |  |   |         |  |  |   |         | 
|             |  | Acquired on  |  | Value        |  |             |         |               |  |                             |         |                                       |  |   |         |  |  |   |         | 
|Name         |  | Exercise (#) |  | Realized ($) |  | Exercisable |         | Unexercisable |  | Exercisable                 |         | Unexercisable                        
|             |  |              |  |              |  |             |         |               |  |                             |         |                                      
|D.A. Nield   |  | Nil          |  | Nil          |  |             | 138,500 |               |  |                             | 513,500 |                                       |  | $ | 253,840 |  |  | $ | 253,840 | 
|W.L. Acton   |  | Nil          |  | Nil          |  |             | 33,250  |               |  |                             | 109,250 |                                       |  | $ | 73,480  |  |  | $ | 73,480  | 
|R.M. Smithen |  | Nil          |  | Nil          |  |             | 35,000  |               |  |                             | 102,500 |                                       |  | $ | 76,820  |  |  | $ | 76,820  | 
|P.G. Crowley |  | Nil          |  | Nil          |  |             | 32,250  |               |  |                             | 93,250  |                                       |  | $ | 73,480  |  |  | $ | 73,480  | 
|R.E. Beettam |  | Nil          |  | Nil          |  |             | 31,123  |               |  |                             | 82,627  |                                       |  | $ | 68,467  |  |  | $ | 68,473  | 
|I. Gilmour   |  | Nil          |  | Nil          |  |             | 15,750  |               |  |                             | 42,250  |                                       |  | $ | 36,740  |  |  | $ | 36,740  | 

17



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##### 



Change of Control Agreements and Retirement Arrangements

In May 2001, change of control agreements were entered into with all Named
Executive Officers. These agreements were intended to ensure continuity of
management and commitment to Canada Life in the event that a proposal was made
to obtain control of Canada Life.

For the purpose of the agreements, a Change of Control occurs when (i)
an entity at arms length to Canada Life acquires beneficial ownership of 50% or
more of the voting shares of Canada Life or legal or beneficial ownership of
50% or more of the assets of Canada Life, or (ii) 50% or more of the current
Directors of Canada Life are replaced, or (iii) the Board otherwise determines,
in good faith, that a change of control in fact has occurred or is about to
occur. In the case of the division heads of principal geographic divisions of
Canada Life, a Change of Control also occurs when an entity at arms length to
Canada Life acquires legal or beneficial ownership of all or substantially all
of the assets of the respective division. If completed, the proposed
acquisition of all outstanding Common Shares by Great-West Lifeco Inc.
announced on February 17, 2003 (the Great-West Transaction) would constitute
a Change of Control for purposes of the change of control agreements.

The change of control termination benefits for all Named Executive
Officers will be triggered by a Change of Control and termination (except for
cause) of the officer within 24 months of the occurrence of the Change of
Control.

The termination benefits will be paid as a lump sum in an amount of two
years of annual base salary and annual short term incentive target
(collectively, annual compensation), in the case of all Named Executive
Officers, except Mr. Nield, who will receive annual compensation only to the
date of his scheduled retirement in July 2003. In the case of all Named
Executive Officers, all long-term incentive units granted prior to 2003 will
vest on a prorated basis and any applicable retirement benefits will vest. In
addition, upon termination as set out above Named Executive Officers other than
Mr. Nield and Mr. Crowley will be credited with up to an additional 24 months
of pensionable service and age credit for the purpose of calculating their
pension benefits. Upon termination as set out above, Mr. Crowley will be
credited with up to an additional 48 months of pensionable service and 24
months of age credit for the purpose of calculating his pension benefits.
Furthermore, most benefits and perquisites are continued until the end of the
severance period or until alternate employment is obtained, whichever comes
first.

Effective February 5, 2003, the Board adopted a new Long-Term Incentive
Plan (the 2003 LTIP) and granted units under the plan to the Named Executive
Officers and others in lieu of stock options. The units granted in 2003 have a
four-year performance period maturing on December 31, 2006, subject to earlier
redemption upon a Change of Control of Canada Life. If a Change of Control
occurs in 2003, the units granted in 2003 will be redeemed for (i) a base
amount equal to 25% of the value of the units, and (ii) an additional amount
determined at the discretion of the Board of up to 25% of the value of the
units. In recognition of managements efforts in increasing shareholder value,
the Board has determined that if a Change of Control occurs in 2003 in
connection with a transaction valued at or greater than the value of the
Great-West Transaction, all units granted under the 2003 LTIP will be redeemed
for 50% of their value. The definition of Change of Control for purposes of
the 2003 LTIP is the same as the definition set forth in the change of control
agreements described above.

Pursuant to the Canada Life Stock Option Plan, all outstanding options
will vest and be exercisable in full upon the occurrence of a Change of Control
of Canada Life. The definition of Change of Control for purposes of the Stock
Option Plan is the same as the definition set forth in the change of control
agreements described above.

On August 7, 2002, Canada Life announced that Mr. Smithen would retire on
April 30, 2003. In addition to receiving his normal compensation, benefits and
perquisites up to the date of retirement, Mr. Smithen will thereafter be
entitled to a lump sum payment of $300,000, one additional year of pensionable
service and age credit for pension benefit calculation purposes and all
benefits available to retirees under Canada Life policy.

Pension Plans

Canada Life maintains defined benefit pension plans in each of its four
geographic divisions (Canada, U.S., U.K. and Ireland). The pension plans
provide pension benefits based on service and final average earnings with
Canada Life. Unless otherwise determined by the Board of Directors, executives
are eligible to participate in the pension plans available in their country of
residence. The following describes the pension arrangements which relate to the
Named Executive Officers.

Estimated Annual Benefits Payable upon Retirement for Executives in the
Canadian Plan

The pension plan for employees in Canada (the Canadian Plan) is a
contributory final average earnings defined benefit plan. Employees are
required to contribute 2.5% of their pensionable earnings (base salary plus
annual bonus) to the Canadian Plan, up to an annual maximum contribution of
$2,500. The normal retirement benefit is equal to an employees pensionable
service multiplied by:

18



---



##### 





| | (a) |  | 1.6% of the average of the highest pensionable earnings paid to the
employee, defined as the greater of the consecutive 78 bi-weekly pays up
to the retirement date or any 3 consecutive calendar years in the final 15
years preceding retirement (highest three-year average pensionable
earnings), but not to exceed the final three-year average yearly maximum
pensionable earnings (YMPE); plus,
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | 2.0% of the highest three-year average pensionable earnings in excess
of the YMPE.                                                                                                                                                                                                                                                                                                                        

Pensionable service may not exceed 35 years.

The benefits under the Canadian Plan are subject to a dollar limit under
the Tax Act equal to $1,722 multiplied by an employees pensionable service.
Canada Life also maintains a supplemental retirement plan for employees in
Canada (the Canadian Supplemental Plan) which provides pension benefits in
excess of the limits under the Tax Act, based upon the benefit formula under
the Canadian Plan. All employees whose benefits under the Canadian Plan exceed
such limits participate in the Canadian Supplemental Plan. Pension benefits
under the plans are subject to reduction should specific age and service
criteria not be met. The reduction factor is 0.4% for each month the pension
commencement date precedes the earliest unreduced date.

For an employee with a spouse, the normal form of payment of benefits
under the Canadian Plan and under the Canadian Supplemental Plan is a lifetime
pension payable to the employee with a 60% survivor pension payable for the
lifetime of the spouse with a minimum plan benefit of 60 monthly payments
guaranteed. For an employee without a spouse, the normal form of benefits is a
lifetime pension, reducing to 60% after the employees death with a minimum
plan benefit of 120 monthly payments guaranteed or the equivalent. Annually,
pension benefits are indexed on a formula basis but not to exceed the
cumulative increase in the consumer price index from date of retirement.

As at December 31, 2002, the pensionable service of each of the Named
Executive Officers under the Canadian Plan is as follows:

|                |  |             |  | 
|--------------- |  | ----------- |  | 
|D.A. Nield      |  | 35 years   
|R.M. Smithen(1) |  | 31.33 years
|P.G. Crowley(2) |  | 5.83 years 
|W.L. Acton      |  | 25.17 years
|R.E. Beettam(3) |  | 20.5 years 



---

|Notes: |  |                                                                                                                                                                 
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(1)    |  | Pension subject to certain offsets on account of pension to be received
from a previous employer.                                                               
|      
|(2)    |  | For each completed year of employment, P.G. Crowley will receive one
additional year of pensionable service to a maximum of 10 years additional
pension service.
|      
|(3)    |  | Pensionable earnings for R.E. Beettam are based on his U.S. compensation
taken at par.                                                                          

The following table shows the estimated annual pension benefits payable
upon normal retirement to D.A. Nield, R.M. Smithen, P.G. Crowley, W.L. Acton
and R.E. Beettam under the Canadian Plan and the Canadian Supplemental Plan:

|            |  |    |                  |    |  |    |         |    |  |    |         |  |  |   |           |  |  |   |           |  | 
|----------- |  | -- | ---------------- | -- |  | -- | ------- | -- |  | -- | ------- |  |  | - | --------- |  |  | - | --------- |  | 
|            |  |    | Years of Service
|Pensionable |  |   
|Earnings    |  | 15 |                  | 20 |  | 25 |         | 30 |  | 35
|            |  |    |                  |    |  |    |         |    |  |   
|$   300,000 |  | $  | 87,700           |    |  | $  | 116,933 |    |  | $  | 146,167 |  |  | $ | 175,400   |  |  | $ | 204,633   | 
|$   400,000 |  | $  | 117,700          |    |  | $  | 156,933 |    |  | $  | 196,167 |  |  | $ | 235,400   |  |  | $ | 274,633   | 
|$   500,000 |  | $  | 147,700          |    |  | $  | 196,933 |    |  | $  | 246,167 |  |  | $ | 295,400   |  |  | $ | 344,633   | 
|$   600,000 |  | $  | 177,700          |    |  | $  | 236,933 |    |  | $  | 296,167 |  |  | $ | 355,400   |  |  | $ | 414,633   | 
|$   700,000 |  | $  | 207,700          |    |  | $  | 276,933 |    |  | $  | 346,167 |  |  | $ | 415,400   |  |  | $ | 484,633   | 
|$   800,000 |  | $  | 237,700          |    |  | $  | 316,933 |    |  | $  | 396,167 |  |  | $ | 475,400   |  |  | $ | 554,633   | 
|$   900,000 |  | $  | 267,700          |    |  | $  | 356,933 |    |  | $  | 446,167 |  |  | $ | 535,400   |  |  | $ | 624,633   | 
|$1,000,000  |  | $  | 297,700          |    |  | $  | 396,933 |    |  | $  | 496,167 |  |  | $ | 595,400   |  |  | $ | 694,633   | 
|$1,100,000  |  | $  | 327,700          |    |  | $  | 436,933 |    |  | $  | 546,167 |  |  | $ | 655,400   |  |  | $ | 764,633   | 
|$1,200,000  |  | $  | 357,700          |    |  | $  | 476,933 |    |  | $  | 596,167 |  |  | $ | 715,400   |  |  | $ | 834,633   | 
|$1,300,000  |  | $  | 387,700          |    |  | $  | 516,933 |    |  | $  | 646,167 |  |  | $ | 775,400   |  |  | $ | 904,633   | 
|$1,400,000  |  | $  | 417,700          |    |  | $  | 556,933 |    |  | $  | 696,167 |  |  | $ | 835,400   |  |  | $ | 974,633   | 
|$1,500,000  |  | $  | 447,700          |    |  | $  | 596,933 |    |  | $  | 746,167 |  |  | $ | 895,400   |  |  | $ | 1,044,633 | 
|$1,600,000  |  | $  | 477,700          |    |  | $  | 636,933 |    |  | $  | 796,167 |  |  | $ | 955,400   |  |  | $ | 1,114,633 | 
|$1,700,000  |  | $  | 507,700          |    |  | $  | 676,933 |    |  | $  | 846,167 |  |  | $ | 1,015,400 |  |  | $ | 1,184,633 | 
|$1,800,000  |  | $  | 537,700          |    |  | $  | 716,933 |    |  | $  | 896,167 |  |  | $ | 1,075,400 |  |  | $ | 1,254,633 | 

19



---



##### 



Estimated Annual Benefits Payable upon Retirement for Executives in the United
Kingdom Plan

The pension plan for employees in the United Kingdom (the U.K. Plan) is
a non-contributory final average earnings defined benefit plan. The normal
retirement benefit is equal to an employees pensionable service multiplied by
1/60th of the final three-year average pensionable earnings (base salary plus
annual bonus). There is no limit on the number of years of pensionable service
that may be earned under the U.K. Plan.

For employees hired on or after June 1, 1989, pensionable earnings under
the U.K. Plan are limited under U.K. tax legislation. For the tax year
2002-2003 the limit is £97,200. Canada Life also maintains a supplemental
retirement plan for employees in the U.K. (the U.K. Supplemental Plan)
affected by the tax limit, which provides pension benefits for pensionable
earnings in excess of £97,200 for the tax year 2002-2003, based upon the
benefit formula under the U.K. Plan. All employees hired on or after June 1,
1989 whose benefits under the U.K. Plan are restricted by such limits
participate in the U.K. Supplemental Plan.

For an employee with a spouse, the normal form of payment of benefits
under the U.K. Plan and under the U.K. Supplemental Plan is a lifetime pension
payable to the employee with a 50% survivor pension payable for the lifetime of
the spouse, with a minimum of 60 monthly payments guaranteed. For an employee
without a spouse, the normal form of benefits is a lifetime pension payable to
the employee with a 50% survivor pension payable proportionately to each child,
if any, until age 18, with a minimum of 60 monthly payments guaranteed. Pension
payments are increased annually in accordance with statutory requirements. In
addition, subject to approval by the Canada Life Limited (U.K.) board of
directors, pension benefits may be increased up to the rate of inflation.

As of December 31, 2002, the pensionable service for Mr. I. Gilmour in the
U.K. Plan and U.K. Supplemental Plan was 5.5 years.

The following table shows the estimated annual pension benefits payable
upon normal retirement (2012) to Mr. I. Gilmour under the U.K. Plan and the
U.K. Supplemental Plan:

|            |  |                  |        |    |  |    |         |    |  |  |         |  |  |   |         | 
|----------- |  | ---------------- | ------ | -- |  | -- | ------- | -- |  |  | ------- |  |  | - | ------- | 
|            |  | Years of Service
|Pensionable |  |                 
|Earnings    |  | 5                |        | 10 |  | 15 |         | 20
|            |  |                  |        |    |  |    |         |   
|£100,000    |  | £                | 8,333  |    |  |    | £16,667 |    |  |  | £25,000 |  |  | £ | 33,333  | 
|150,000     |  |                  | 12,500 |    |  |    | 25,000  |    |  |  | 37,500  |  |  |   | 50,000  | 
|200,000     |  |                  | 16,667 |    |  |    | 33,333  |    |  |  | 50,000  |  |  |   | 66,667  | 
|250,000     |  |                  | 20,833 |    |  |    | 41,667  |    |  |  | 62,500  |  |  |   | 83,333  | 
|300,000     |  |                  | 25,000 |    |  |    | 50,000  |    |  |  | 75,000  |  |  |   | 100,000 | 

Human Resources Committee Report on Executive Compensation

The Human Resources Committee of the Board of Directors has a mandate to
review and approve overall compensation policy, including benefits. In
addition, the Human Resources Committee recommends to the Board of Directors,
the compensation for the Chairman and Chief Executive Officer, President and
Chief Operating Officer and vice-presidents, vice-presidential appointments and
pension plan amendments. The Human Resources Committee reviews management
succession planning and reports on it to the Board of Directors.

20



---



##### 



Composition of the Human Resources Committee

The Human Resources Committee is currently comprised of seven Directors,
and meets a minimum of four times per year and more often as required. The
members of the Human Resources Committee are Mr. C.E. Ritchie (Chairman), Mr.
G.S. Bain, Mr. J.R. Hall, Mr. D.W. Kerr, Mr. T.I. Ronald, Mr. A.R.A. Scace and
Mr. J.D. Wetmore. The full Board of Directors reviews and approves the
recommendations of the Human Resources Committee. Described below is the Human
Resources Committees report on executive compensation to the Board of
Directors of Canada Life for the year ended December 31, 2002.

Compensation Philosophy and Process

Canada Lifes compensation philosophy is to ensure total compensation is
competitive and is directly linked to level of performance. The compensation
objective is to attract, retain and motivate world-class leadership and people.
The Human Resources Committee targets total compensation for the Named
Executive Officers competitive with the aggregate compensation levels of a
select comparator group as determined for each operating territory (Canada, the
United States, the United Kingdom, Ireland and other countries as applicable).
In Canada, the select comparator group is comprised of large Canadian life
insurance companies and banks. In the United States, the comparator companies
include a group of 33 large diversified companies comprised of life, property
and casualty and multi-line companies. In the United Kingdom and Ireland, the
comparator groups are made up of diversified financial services companies in
each country respectively. In setting compensation policy in all territories,
the Human Resources Committee utilizes the services of a senior external
compensation consultant.

Total compensation is comprised of base salary, annual incentive bonus,
long term incentives, stock options, pension and benefits.

Base Salary

The base salary for the Chairman and Chief Executive Officer and each
Named Executive Officer is reviewed annually by the Human Resources Committee
within the context of individual performance and market competitiveness. The
market assessment, as prepared by a senior external compensation consultant,
provides total compensation data for comparable positions taking into
consideration magnitude, complexity and incumbent experience.

Annual Incentive

To deliver a competitive level of total compensation commensurate with
results, the Chairman and Chief Executive Officer, as well as the majority of
staff are eligible to participate in an annual incentive plan. Above the first
managerial level, awards range from 15% to 60% of base salary when a target
level of performance is achieved. The maximum awards under the program range
from 30% to 120% when results substantially exceed plan. If performance is
below the planned level, awards would range from 0% to 59% of base salary
depending on results.

In reviewing and recommending annual incentive awards for the Named
Executive Officers, the Human Resources Committee considers overall company,
divisional and individual performance based on the achievement of goals set at
the beginning of each performance year.

Long Term Incentive Plan

In order to focus attention on the long term success of Canada Life, a
long term incentive plan was introduced effective January 1, 1995. For grant
years 1995 and 1996, participants included the Chairman and Chief Executive
Officer and his direct reports including international division heads. In 1997,
eligibility was extended to most vice-president positions.

With the introduction of the Canada Life Stock Option Plan in November
2000, the long term incentive plan became a closed plan with the last grant of
long term incentive units being made on January 1, 2000. All units granted to
date will be administered in accordance with the plan document until they
mature and are paid out. The plan will be terminated once the units granted in
January 2000 mature on December 31, 2003. Annually, the Human Resources
Committee recommended the eligible participants in the plan and the number of
units for which each participant would be eligible. The performance period for
each grant is four years with the value of each grant being determined by the
average return on common shareholders equity (ROE), as adjusted from time to
time to exclude any special items as may be approved by the Board of Directors,
over the respective four-year period.

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The 1999 units matured on December 31, 2002 with awards paid in the first
quarter of 2003. The same relative timing will be applied to all maturing
units. A target, maximum and threshold level of performance is set for each
grant. Target performance for the remaining 2000 grant is an average ROE of 10%
with a performance threshold of 8.5% average ROE, below which no awards will be
made. Maximum awards will be paid only if the average ROE is 15% or greater.
Long term incentive awards are not earned until the earlier of the end of the
performance period (four years) or the involuntary termination without cause,
retirement, death or disability of the employee.

Stock Option Plan

The Canada Life Stock Option Plan, effective November 4, 2000, provides to
Directors and selected employees of Canada Life and its subsidiaries options to
purchase Common Shares in order to reward significant performance and enhance
Canada Lifes ability to attract and retain key staff. The maximum number of
Common Shares that can be issued over the life of the Plan is 8,000,000,
representing approximately 5% of the outstanding Common Shares.

The number of options granted, the exercise price, the expiry date and the
vesting period are determined by the Board in accordance with the Canada Life
Stock Option Plan, which provides for a maximum term of 10 years and a minimum
exercise price equal to the closing price of Common Shares on the TSX on the
last trading day prior to the date an option is granted.

Options awarded in 2000 and 2001 were granted with stock appreciation
rights (SARs) granted in tandem which have the same vesting, expiry and
exercise terms and conditions as the options to which they relate. SARs give
the option-holder the choice to either exercise the option or forfeit the
option and receive a cash payment equal to the difference between (i) the
market value of the underlying shares on the date of exercise, and (ii) the
exercise price of the option. In 2002, no options were granted with SARs
attached.

Deferred Stock Unit Plan

In 2001, Canada Life introduced the Deferred Stock Unit Plan which is
offered to senior executive officers and non-employee Directors of Canada Life.
Under this plan, each participant may choose to receive all or a percentage of
his or her annual incentive bonus or Directors fee in the form of deferred
stock units (DSUs), but must elect to participate on an annual basis prior to
receiving the compensation. The initial value of each unit is based on the
closing price of Common Shares on the TSX at the date of converting the cash
amounts to DSUs. The DSUs attract dividends in the form of additional DSUs at
the same rate as dividends paid on the Common Shares. DSUs are redeemable only
when a plan participant ceases to be a Canada Life employee or Director. The
value of DSUs, when converted to cash is based on the closing price of the
Common Shares on the TSX on the redemption date under the plan.

Employee Share Purchase Plan

In 2001, Canada Life adopted an employee share purchase plan (ESPP) in
Canada and in the United Kingdom. In Canada, qualifying employees can choose to
have up to a maximum of 10% of their annual base salary withheld to purchase
Common Shares. Common Shares are purchased on the TSX each payroll period by a
plan administrator at then prevailing market prices. Canada Life matches 50% of
the employee contribution amount to a maximum of the lesser of $1,500 per year
or 2.5% of eligible annual earnings. The U.K. plan is the same as the plan in
Canada except that Canada Life matches 10% of the employee contribution amount
to a maximum of £150 per year. In each case, Canada Lifes contributions vest
after the first year of continuous participation in the plan, and all
subsequent contributions vest immediately.

In the United States, employees can contribute pre or post-tax dollars
into a 401(k) plan that includes Common Shares as one of several investment
choices. The maximum 401(k) contribution is 25% of earnings not to exceed the
legislated limit of US$12,000 for 2003. Canada Life matches the 401(k) up to
50% on the first 6% of salary, to a maximum of US$1,800 annually. In Ireland,
Canada Life offers a Revenue Approved Share Purchase Scheme under which
qualifying employees can choose to use any annual bonus received to purchase
Common Shares. Employees may also choose to purchase additional Common Shares
from their own resources to match the bonus amount. The maximum additional
purchase is 7.5% of salary, subject to an overall maximum share purchase of
12,700.

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Chairman and Chief Executive Officer Compensation

Total compensation for the Chairman and Chief Executive Officer includes
base salary, annual incentive, long term incentive, stock options and benefits.
Total compensation for 2002 was compared to a select comparator group of major
Canadian financial companies, including large life insurance companies and
banks. Comparative information is provided to the Human Resources Committee by
a senior external compensation consultant. All components of compensation are
generally set at a competitive level when compared to the selected comparator
group.

Compensation elements for the Chairman and Chief Executive Officer are
reviewed annually, effective in January. In considering the compensation for
the Chairman and Chief Executive Officer, the Human Resources Committee reviews
and considers overall corporate results based on asset growth, earnings, return
on surplus, premium income and performance relative to industry peer companies.
As well, the Human Resources Committee considers other significant
contributions of the Chairman and Chief Executive Officer.

Based on the above noted criteria, the Chairman and Chief Executive
Officers incentive in respect of the 2002 performance year, as detailed in the
Summary Compensation Table, represents 120% of base salary.

Total Shareholder Return Comparison

The following chart compares the total cumulative shareholder return for
$100 invested in Common Shares on October 28, 1999, with the cumulative total
return of the S&P/TSX Composite Index (formerly the TSX 300 Composite Index)
for the period from October 28, 1999, to December 31, 2002 (assuming
reinvestment of dividends).

(TOTAL SHAREHOLDER RETURN)

Indebtedness of Directors and Senior Officers

None of the Directors, executive officers or senior officers or associates
of Directors, executive officers or senior officers of Canada Life are, or
during the most recently completed financial year were, indebted to Canada Life
or any of its subsidiaries, except for routine indebtedness.

Approval

The contents and mailing to shareholders of this Circular have been approved by the Board.

|                            |  |                                 
|--------------------------- |  | --------------------------------
|Toronto, OntarioMay 6, 2003 |  | (Signed) ROY W. LINDEN
Secretary

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