Great-West LIFECOINC.  RELEASE   Readers are referred to the disclaimer regarding Forward-Looking Information and Non-GAAP Financial Measures at the end of this Release.  TSX:GWO  Great-West Lifeco reports first quarter 2006 results  Toronto,  May 4, 2006... Great-West Lifeco Inc. (Lifeco) has reported net income attributable to common shareholders of $446 million for the three months ended March 31, 2006 compared to net income of $419 million reported a year ago.  On a per share basis, this result represents $0.501 per common share for the three months ended March 31, 2006, an increase of 6% (14% on a constant currency basis) compared to $0.471 per common share for 2005.  Net income in 2005 included $4 million, or $0.004 per common share, for restructuring charges related to the acquisition of Canada Life Financial Corporation.  Lifeco experienced solid operating results in all major business segments and significant growth in net income attributable to common shareholders.  Highlights 
        Earnings per common share for the first quarter of  2006 increased 6% (14% on a constant currency basis) compared to a year ago. 
        Return on common shareholders equity was 20.4% for the twelve months ended March 31, 2006. 
        Assets under administration at March 31, 2006  totalled $182.3 billion, up $5.0 billion from December 31, 2005 levels. 
        Quarterly dividends declared were $0.22375 per common share payable June 30, 2006.  Dividends paid on common shares for the three months ended March 31, 2006 were 15% higher than a year ago.  Consolidated net earnings for Lifeco are the net operating earnings of The Great-West Life Assurance Company (Great-West Life), Canada Life Financial Corporation (CLFC), London Life Insurance Company (London Life) and Great-West Life & Annuity Insurance Company (GWL&A), together with Lifeco's corporate results.     .../2 100 Osborne Street North, Winnipeg, MB Canada  R3C 3A5  A member of the Power Financial Corporation group of companies.        - 2 -  CANADA  Consolidated net earnings of the Canadian segment of Lifeco attributable to common shareholders for the first quarter of 2006 increased 10% to $204 million from $186 million at March 31, 2005.  Total sales for the three months ended March 31, 2006 were $2.4 billion, an increase of 34% over the first quarter of 2005.  Fee income for the period increased $27 million to $216 million.  Total assets under administration at March 31, 2006 were $90.3 billion, up $2.2 billion from December 31, 2005 levels, essentially due to increases in segregated funds.  UNITED STATES  Consolidated net earnings of the United States segment of Lifeco attributable to common shareholders for the first quarter of 2006 decreased 7% (an increase of 6% on a constant currency basis) to $134 million from $144 million at March 31, 2005.  Total sales for the three months ended March 31, 2006 were $869 million an increase of 9% (an increase of 17% on a constant currency basis) over the first quarter of 2005.  Fee income for the period increased by $3 million to $297 million.  Total assets under administration of $44.9 billion at March 31, 2006 were up $0.6 billion from December 31, 2005 levels, essentially due to increases in segregated funds.  EUROPE  Consolidated net earnings of the European segment of Lifeco attributable to common shareholders for the first quarter of 2006  increased 10% (an increase of 24% on a constant currency basis) to $111 million from $101 million at March 31, 2005.  Total sales for the three months ended March 31, 2006 were $1.9 billion, a decrease of 7% (an increase of 3% on a constant currency basis) over the first quarter of 2005.  Fee income for the period increased by $8 million to $139 million.  Total assets under administration at March 31, 2006 were $47.1 billion, up $2.2 billion from December 31, 2005 levels, with increases in the general fund of $0.4 billion and in segregated funds of $1.8 billion.  CORPORATE  Corporate net earnings for Lifeco attributable to common shareholders were a net charge of $3 million for the first quarter of 2006 compared to a net charge of $12 million for the first quarter of 2005.  .../3        - 3 -  CONSTANT CURRENCY  The geographic diversification of Lifeco's business operations creates exposure to movement in foreign exchange rates affecting the translation of operating results to Canadian dollars from foreign currencies, principally US dollars, British Pounds and euros.  Compared to the first quarter of 2005, the translation of foreign currency denominated earnings to Canadian dollars in 2006 has resulted in a decrease in the Company's Canadian dollar equivalent earnings of approximately $23 million as a result of movement in translation rates, as well as a decrease of $9 million from the expiry in 2005 of favourable forward foreign exchange contracts.  Adjusting for the $32 million negative impact of currency, net income attributable to common shareholders for the three months ended March 31, 2006 increased by 14%.  QUARTERLY DIVIDENDS  At its meeting today, the Board of Directors approved a quarterly dividend of $0.22375 per share on the common shares of the Company payable June 30, 2006 to shareholders of record at the close of business June 2, 2006.  In addition, the Directors approved quarterly dividends on: 
        Series D First Preferred Shares $0.293750 per share; 
        Series E First Preferred Shares $0.30 per share; 
        Series F First Preferred Shares $0.36875 per share; 
        Series G First Preferred Shares of $0.325 per share; 
        Series H First Preferred Shares of $0.30313 per share; and 
        Initial dividend on Series I First Preferred Shares of $0.24349 per share, all payable June 30, 2006 to shareholders of record at the close of business June 2, 2006.  GREAT-WEST LIFECO  Great-West Lifeco Inc. (TSX:GWO) is a financial services holding company with interests in the life insurance, health insurance, retirement savings, and reinsurance businesses.  The Company has operations in Canada, the United States and Europe through The Great-West Life Assurance Company, London Life Insurance Company, The Canada Life Assurance Company and Great-West Life & Annuity Insurance Company.  Lifeco and its companies have $182 billion in assets under administration.  Great-West Lifeco is a member of the Power Financial Corporation group of companies.     .../4        - 4 -   Forward-Looking Information and Non-GAAP Financial Measures This release may contain forward-looking statements about the Company, including its business operations, strategy and expected financial performance and condition. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as expects, anticipates, intends, plans, believes, estimates or negative versions thereof and similar expressions. In addition, any statement that may be made concerning future financial performance (including revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future Company action, is also a forward-looking statement. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and
assumptions about the Company, economic factors and the insurance industry generally. They are not guarantees of future performance, and actual events and results could differ materially from those expressed or implied by forward-looking statements made by the Company due to, but not limited to, important factors such as sales levels, premium income, fee income, expense levels, mortality experience, morbidity experience, policy lapse rates and taxes, as well as general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in government regulations, unexpected judicial or regulatory proceedings, catastrophic events, and the Company's ability to complete strategic transactions and integrate acquisitions.  The reader is cautioned that the foregoing list of important factors is not exhaustive. The reader is also cautioned to consider these and
other factors carefully and to not place undue reliance on forward-looking statements. Other than as specifically required by applicable law, the Company has no specific intention to update any forward-looking statements whether as a result of new information, future events or otherwise.  This release may also contain non-GAAP financial measures.  Terms by which non-GAAP financial measures are identified include but are not limited to "net income on a constant currency basis", "net income excluding the negative impact of currency", adjusted net income, earnings before adjustments, net income before adjustments and other similar expressions.  Non-GAAP financial measures are used to provide management and investors with additional measures of performance.  However, non-GAAP financial measures do not have standard meanings prescribed by GAAP and are not directly comparable to similar measures used by other companies.  Please refer to the appropriate reconciliations of these non-GAAP financial measures to measures prescribed by GAAP.          .../5        - 5 -   Further information Selected financial information is attached.  Great-West Lifeco's first quarter analyst teleconference will be held Thursday, May 4, at 2:00 p.m. (Eastern).  The call can be accessed through www.greatwestlifeco.com or by phone, through listen-only lines at: 
        Participants in the Toronto area:  416-641-6108 
        Participants from North America: 1-866-542-4237 
        Participants from Overseas:  Dial international access code first, then 800-9559-6853  A replay of the call will be available from May 4, until May 11, and can be accessed by calling 1-800-408-3053 or 416-695-5800 in Toronto (passcode: 3170771#).  Additional information relating to Lifeco, including the most recent interim unaudited financial statements, interim Management's Discussion and Analysis (MD&A) and CEO/CFO certificates will be filed on SEDAR at www.sedar.com.   - end -  For more information contact:  Marlene Klassen Director, Media & Public Relations (204) 946-7705       GREAT-WEST LIFECOINC.    FINANCIALHIGHLIGHTS(unaudited)(in$millionsexceptpershareamounts)2006
        2005
        %  ChangeForthethreemonthsendedMarch31Premiums:Life  insurance,  guaranteed  annuities  and  insured  health  products
        
        
        $
        3,700
        $4,528
        -18%Self-funded  premium  equivalents  (ASO  contracts)
        
        
        
        
        1,919
        1,890
        2%Segregated  funds  deposits:Individual  products
        
        
        
        
        
        2,021
        1,572
        29%Group  products
        
        
        
        
        
        1,553
        1,228
        26%Total  premiums  and  deposits
        
        
        
        
        9,193
        9,218
        0%Fee  and  other  income
        
        
        
        
        
        652
        614
        6%Paid  or  credited  to  policyholders
        
        
        
        
        4,001
        4,816
        -17%Net  income  -  common  shareholders  before  adjustments(1)
        
        
        
        446
        423
        5%Adjustments  after  tax(1)
        
        
        
        
        
        -
        4Net  income  -  common  shareholders
        
        
        
        
        446
        419
        6%PercommonshareBasic  earnings  before  adjustments(1)
        
        
        
        $
        0.501
        $0.475
        5%Adjustments  after  tax(1)
        
        
        
        
        
        -
        0.004Basic  earnings  after  adjustments
        
        
        
        
        0.501
        0.471
        6%Dividends  paid
        
        
        
        
        
        0.22375
        0.195
        15%Book  value
        
        
        
        
        
        
        10.06
        9.38
        7%Returnoncommonshareholders'equity(12months):Net  income  before  adjustments(1)
        
        
        
        
        20.5%
        20.7%Net  income
        
        
        
        
        
        
        20.4%
        20.4%AtMarch31Total  assets
        
        
        
        
        $
        102,306
        $    97,036
        5%Segregated  funds  assets
        
        
        
        
        
        79,997
        69,927
        14%Total  assets  under  administration
        
        
        
        $
        182,303
        $166,963
        9%Share  capital  and  surplus
        
        
        
        $
        9,767
        $        8,857
        10%  (1)
        Following the acquisition of Canada Life Financial Corporation (CLFC) by the Company, a plan was developed to restructure and exit selected operations of CLFC.  Shareholder net income for the three months ended March 31, 2005 includes restructuring costs related     GREAT-WEST LIFECOINC.  to the acquisition of $4 after tax, or $0.004 per common share.  Net income, basic earnings per common share and return on common shareholders equity are presented before restructuring costs as a non-GAAP financial measure of earnings performance.      GREAT-WEST LIFECOINC.    SUMMARY OF CONSOLIDATED OPERATIONS (unaudited)
'(in $ millions except per share amounts)ForthethreemonthsendedMarch312006
        
        2005IncomePremium income
        
        $
        3,700
        $
        4,528Net investment income (note 2)
        
        
        1,323
        
        1,292Fee and other income
        
        
        652
        
        6145,675
        
        6,434BenefitsandexpensesPaid or credited to policyholders and beneficiariesincluding policyholder dividends and experience refunds
        
        4,001
        
        4,816Commissions
        
        
        
        342
        
        329Operating expenses
        
        
        562
        
        564Premium taxes
        
        
        
        60
        
        61Financing charges (note 3)
        
        
        47
        
        48Amortization of finite life intangible assets
        
        4
        
        5Restructuring costs
        
        
        -
        
        7Netincomebeforeincometaxes
        
        
        659
        
        604Income taxes
        - current
        
        
        117
        
        29- future
        
        
        52
        
        120Netincomebeforenon-controllinginterests
        
        490
        
        455Non-controlling interests (note 8)
        
        
        34
        
        29Netincome-shareholders
        
        
        456
        
        426Perpetual preferred share dividends
        
        
        10
        
        7Netincome-commonshareholders
        $
        446
        $
        419Earningspercommonshare(note12)Basic
        
        
        $
        0.501
        $
        0.471Diluted
        
        
        $
        0.497
        $
        0.466      GREAT-WEST LIFECOINC.    CONSOLIDATEDBALANCESHEET(unaudited)(in$millions)March31,
        
        December 31,
        
        March 31,2006
        
        2005
        
        2005AssetsBonds
        
        
        $59,481
        
        $        59,298
        
        $        55,439Mortgage loans
        
        
        14,693
        
        14,605
        
        14,643Stocks
        
        
        4,182
        
        4,028
        
        3,567Real estate
        
        
        1,839
        
        1,842
        
        1,679Loans to policyholders
        
        
        6,735
        
        6,646
        
        6,572Cash and certificates of deposit
        
        2,674
        
        2,961
        
        2,804Funds held by ceding insurers
        
        2,504
        
        2,556
        
        2,209Goodwill
        
        
        5,327
        
        5,327
        
        5,328Intangible assets
        
        
        1,453
        
        1,453
        
        1,498Other assets (note 4)
        
        
        3,418
        
        3,445
        
        3,297Totalassets
        
        
        $102,306
        
        $      102,161
        
        $        97,036LiabilitiesPolicy liabilitiesActuarial liabilities
        
        
        $71,611
        
        $        71,263
        
        $        66,704Provision for claims
        
        
        1,010
        
        999
        
        1,081Provision for policyholder dividends
        
        546
        
        535
        
        595Provision for experience rating refunds
        
        352
        
        401
        
        507Policyholder funds
        
        
        2,112
        
        2,088
        
        2,06775,631
        
        75,286
        
        70,954Debentures and other debt instruments (note 5)
        
        1,891
        
        1,903
        
        2,092Funds held under reinsurance contracts
        
        4,009
        
        4,089
        
        4,376Other liabilities (note 6)
        
        
        3,787
        
        4,318
        
        4,295Repurchase agreements
        
        
        996
        
        936
        
        800Deferred net realized gains
        
        
        2,654
        
        2,598
        
        2,16888,968
        
        89,130
        
        84,685Preferred shares (note 9)
        
        
        787
        
        787
        
        797Capital trust securities and debentures (note 7)
        
        648
        
        648
        
        650Non-controlling interests (note 8)Participating surplus in subsidiaries
        
        1,771
        
        1,741
        
        1,680Preferred shares issued by subsidiaries
        
        209
        
        209
        
        209Perpetual preferred shares issued by subsidiaries
        156
        
        157
        
        158SharecapitalandsurplusShare capital (note 9)Perpetual preferred shares
        
        799
        
        799
        
        499Common shares
        
        
        4,668
        
        4,660
        
        4,659Accumulated surplus
        
        
        5,095
        
        4,860
        
        4,124Contributed surplus
        
        
        21
        
        19
        
        16Currency translation account
        
        (816)
        
        (849)
        
        (441)9,767
        
        9,489
        
        8,857       GREAT-WEST LIFECOINC.    Liabilities,sharecapitalandsurplus
        
        $102,306
        
        $      102,161
        
        $        97,036  CONSOLIDATEDSTATEMENTOFSURPLUS(unaudited)(in$millions)ForthethreemonthsendedMarch312006
        
        2005AccumulatedsurplusBalance, beginning of year
        
        
        
        $
        4,860
        $
        3,890Net income
        
        
        
        
        456
        
        426Common share cancellation excess
        
        
        
        
        (11)
        
        (11)Dividends to shareholdersPerpetual preferred shareholders
        
        
        
        (10)
        
        (7)Common shareholders
        
        
        
        
        (200)
        
        (174)Balance,endofperiod
        
        
        
        $
        5,095
        $
        4,124ContributedsurplusBalance, beginning of year
        
        
        
        $
        19
        $
        14Stock option expense (note 10)
        
        
        
        
        2
        
        2Balance,endofperiod
        
        
        
        $
        21
        $
        16CurrencytranslationaccountBalance, beginning of year
        
        
        
        $
        (849)
        $
        (426)Change during the period
        
        
        
        
        33
        $
        (15)Balance,endofperiod
        
        
        
        $
        (816)
        $
        (441)      GREAT-WEST LIFECOINC.    CONSOLIDATEDSTATEMENTOFCASHFLOWS(unaudited)(in$millions)ForthethreemonthsendedMarch312006
        
        2005OperationsNet income
        
        
        
        
        
        $
        456
        $
        426Adjustments for non-cash items:Change in policy liabilities
        
        
        
        
        
        129
        
        879Change in funds held by ceding insurers
        
        
        
        
        
        52
        
        128Change in funds held under reinsurance contracts
        
        
        
        
        (78)
        
        2Change in current income taxes payable
        
        
        
        
        
        (89)
        
        (153)Future income tax expense
        
        
        
        
        
        52
        
        120Other
        
        
        
        
        
        
        (574)
        
        (336)Cash flows from operations
        
        
        
        
        
        
        (52)
        
        1,066FinancingActivitiesIssue of common shares
        
        
        
        
        
        
        12
        
        10Purchased and cancelled common shares
        
        
        
        
        
        (15)
        
        (13)Repayment of debentures and other debt instruments
        
        
        
        
        (12)
        
        (1)Dividends paid
        
        
        
        
        
        
        (210)
        
        (181)(225)
        
        (185)InvestmentActivitiesBond sales and maturities
        
        
        
        
        
        8,016
        
        9,223Mortgage loan repayments
        
        
        
        
        
        438
        
        842Stock sales
        
        
        
        
        
        
        294
        
        240Real estate sales
        
        
        
        
        
        
        119
        
        36Change in loans to policyholders
        
        
        
        
        
        (87)
        
        (37)Change in repurchase agreements
        
        
        
        
        
        114
        
        112Investment in bonds
        
        
        
        
        
        
        (7,977)
        
        (9,528)Investment in mortgage loans
        
        
        
        
        
        (532)
        
        (970)Investment in stocks
        
        
        
        
        
        
        (353)
        
        (389)Investment in real estate
        
        
        
        
        
        
        (72)
        
        (52)(40)
        
        (523)Effect of changes in exchange rates on cash and certificates of deposit
        
        30
        
        (26)Increase(decrease)incashandcertificatesofdeposit
        
        
        
        
        (287)
        
        332Cashandcertificatesofdeposit,beginningofyear
        
        
        
        
        2,961
        
        2,472       GREAT-WEST LIFECOINC.    Cashandcertificatesofdeposit,endofperiod
        
        
        
        $
        2,674
        $
        2,804      GREAT-WEST LIFECOINC.   Notes to Interim Consolidated Financial Statements(unaudited) (in $ millions except per share amounts) 1.
        Basis of Presentation and Summary of Accounting Policies (a)
        The interim unaudited consolidated financial statements of Great-West Lifeco Inc. (Lifeco or the Company) at March 31, 2006 have been prepared in accordance with Canadian generally accepted accounting principles, using the same accounting policies and methods of computation followed in the consolidated financial statements for the year ended December 31, 2005.  These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Companys annual report dated December 31, 2005. (b)
        Certain of 2005 amounts presented for comparative purposes have been reclassified to conform to the presentation adopted in the current year. 2.
        Net Investment Income Net Investment income is comprised of the following: For the three months ended March 31, 2006Investment income earned
        
        Amortization of net realized and unrealized gains
        
        Provision for credit losses
        
        Investment expenses
        
        Net investment incomeBonds
        
        $
        800
        $
        61
        $
        2
        $
        -
        $
        863Mortgage loans
        
        216
        
        12
        
        -
        
        -
        
        228Stocks
        
        
        33
        
        76
        
        -
        
        -
        
        109Real estate
        
        
        26
        
        14
        
        -
        
        -
        
        40Other
        
        
        99
        
        -
        
        -
        
        (16)
        
        83$
        1,174
        $
        163
        $
        2
        $
        (16)
        $
        1,323For the three months ended March 31, 2005Investment income earned
        
        Amortization of net realized and unrealized gains
        
        Provision for credit losses
        
        Investment expenses
        
        Net investment incomeBonds
        
        $
        778
        $
        60
        $
        1
        $
        -
        $
        839Mortgage loans
        
        227
        
        13
        
        2
        
        -
        
        242Stocks
        
        
        37
        
        43
        
        -
        
        -
        
        80Real estate
        
        
        46
        
        8
        
        -
        
        -
        
        54Other
        
        
        90
        
        -
        
        -
        
        (13)
        
        77$
        1,178
        $
        124
        $
        3
        $
        (13)
        $
        1,292      GREAT-WEST LIFECOINC.   3.
        Financing Charges Financing charges include interest on long-term debentures and other debt instruments together with distributions and interest on capital trust securities and debenturesand preferred shares classified as liabilities  ForthethreemonthsendedMarch312006
        
        2005Interest on long-term debentures and other debt instruments
        $
        27
        $
        29Preferred share dividends
        
        10
        
        10Interest on capital trust debentures
        
        12
        
        12Other
        
        1
        
        -Distributions on capital trust securities held byconsolidated group as temporary investments
        
        (3)
        
        (3)Total
        $
        47
        $
        48  4.
        Other Assets Other assets consist of the following:  OtherAssetsMarch31,
        
        December 31,
        
        March 31,2006
        
        2005
        
        2005Premiums in course of collection
        
        $
        633
        $
        623
        $
        562Interest due and accrued
        
        
        
        936
        
        893
        
        881Future income taxes
        
        
        
        338
        
        363
        
        313Fixed assets
        
        
        
        
        271
        
        279
        
        300Prepaid expenses
        
        
        
        
        60
        
        76
        
        74Accounts receivable
        
        
        
        659
        
        716
        
        648Accrued pension asset
        
        
        
        171
        
        179
        
        174Other
        
        
        
        
        
        350
        
        316
        
        345$
        3,418
        $
        3,445
        $
        3,297      GREAT-WEST LIFECOINC.   5.
        Debentures and Other Debt Instruments Debentures and other debt instruments consist of the following: March31,
        
        December 31,
        
        March 31,2006
        
        2005
        
        2005ShorttermCommercial paper and other short term debt instruments with interestrates from 4.5% to 4.9% (4.0% to 5.0% in 2005)
        $
        110
        $
        112
        $
        114Revolving credit in respect of reinsurance business with interest rates from5.4% to 5.5% maturing within one year (5.0% to 5.2% in 2005)
        
        3
        
        14
        
        18Totalshortterm
        
        113
        
        126
        
        132LongtermOperating:Notes payable with interest rate of 8.0%
        
        9
        
        9
        
        10Capital:LifecoFive year term facility
        
        -
        
        -
        
        1506.75% Debentures due August 10, 2015, unsecured
        
        200
        
        200
        
        2006.14% Debentures due March 21, 2018, unsecured
        
        200
        
        200
        
        2006.74% Debentures due November 24, 2031, unsecured
        
        200
        
        200
        
        2006.67% Debentures due March 21, 2033, unsecured
        
        400
        
        400
        
        4001,000
        
        1,000
        
        1,150CanadaLifeSubordinated debentures due September 19, 2011 bearing a fixed rateof 8% until 2006 and, thereafter, at a rate equal to the Canadian90-day Bankers' Acceptance rate plus 1%, unsecured
        
        250
        
        250
        
        250Subordinated debentures due December 11, 2013 bearing afixed rate of 5.8% until 2008 and, thereafter, at a rate equal to theCanadian 90-day Bankers' Acceptance rate plus 1%, unsecured
        
        200
        
        200
        
        2006.40% Subordinated debentures due December 11, 2028, unsecured
        
        100
        
        100
        
        100Acquisition related fair market value adjustment
        
        10
        
        13
        
        34560
        
        563
        
        584Great-WestLife&AnnuityInsuranceCapital,LP6.625% Deferrable debentures due November 15, 2034,
        
        209
        
        205
        
        216unsecured (U.S.$175)Totallongterm
        
        1,778
        
        1,777
        
        ,960Totaldebenturesandotherdebtinstruments
        $
        1,891
        $
        1,903
        $
        2,092 6.
        Other Liabilities Other liabilities consist of the following: March31,
        
        December 31,
        
        March 31,2006
        
        2005
        
        2005Current income taxes
        
        $
        285
        $
        374
        $
        251Accounts payable
        
        
        
        513
        
        511
        
        491Liability for restructuring costs
        
        -
        
        -
        
        48Post retirement benefits provision
        
        525
        
        508
        
        489Bank overdraft
        
        
        
        445
        
        449
        
        651Future income taxes
        
        
        332
        
        317
        
        272Other
        
        
        
        
        1,687
        
        2,159
        
        2,093$
        3,787
        $
        4,318
        $
        4,295      GREAT-WEST LIFECOINC.   7.
        Capital Trust Securities and Debentures March31,
        
        December 31,
        
        March 31,2006
        
        2005
        
        2005Capital trust debentures:5.995% Senior debentures due December 31, 2052, unsecured (GWLCT)
        $
        350
        $
        350
        $
        3506.679% Senior debentures due June 30, 2052, unsecured (CLCT)
        
        300
        
        300
        
        3007.529% Senior debentures due June 30, 2052, unsecured (CLCT)
        
        150
        
        150
        
        150800
        
        800
        
        800Acquisition related fair market value adjustment
        
        33
        
        34
        
        36Capital trust securities held by consolidated groupas temporary investments
        
        (185)
        
        (186)
        
        (186)Total
        $
        648
        $
        648
        $
        650 Great-West Life Capital Trust (GWLCT), a trust established by The Great-West Life Assurance Company (Great-West Life), had issued $350 of capital trust securities, the proceeds of which were used by GWLCT to purchase Great-West Life senior debentures in the amount of $350, and Canada Life Capital Trust (CLCT), a trust established by The Canada Life Assurance Company (Canada Life), had issued $450 of capital trust securities, the proceeds of which were used by CLCT to purchase Canada Life senior debentures in the amount of $450. 8.
        Non-Controlling Interests The Company controlled a 100% equity interest in Great-West Life, London Life Insurance Company (London Life), Canada Life and Great-West Life & Annuity Insurance Company (GWL&A) at March 31, 2006 and March 31, 2005. (a)
        The non-controlling interests of Great-West Life, London Life, Canada Life, GWL&A and their subsidiaries reflected in the Summary of Consolidated Operations are as follows: (a)
        
        
        
        
        
        
        ForthethreemonthsendedMarch31,2006
        
        2005Participating policyholderNet income attributable to participatingpolicyholder before policyholder dividendsGreat-West Life
        
        
        
        
        
        
        $
        29
        
        $           30London Life
        
        
        
        
        
        
        
        162
        
        149Canada Life
        
        
        
        
        
        
        
        47
        
        43GWL&A
        
        
        
        
        
        
        
        43
        
        50Policyholder dividendsGreat-West Life
        
        
        
        
        
        
        
        (26)
        
        (24)London Life
        
        
        
        
        
        
        
        (139)
        
        (132)Canada Life
        
        
        
        
        
        
        
        (46)
        
        (43)GWL&A
        
        
        
        
        
        
        
        (40)
        
        (49)Net income
        
        
        
        
        
        
        
        30
        
        24Preferred shareholder dividends of subsidiaries
        
        
        
        
        
        4
        
        5Total
        
        
        
        
        
        
        $
        $34
        
        $           29      GREAT-WEST LIFECOINC.    (b)
        
        
        
        
        
        
        March31,
        
        December 31,
        
        March 31,2006
        
        2005
        
        2005Participating surplus:Great-West Life
        
        
        
        
        $
        375
        
        $           372
        
        $         366London Life
        
        
        
        
        
        1,174
        
        1,151
        
        1,098Canada Life
        
        
        
        
        
        26
        
        25
        
        17GWL&A
        
        
        
        
        
        196
        
        193
        
        199$
        1,771
        
        $        1,741
        
        $      1,680Preferred shares issued by subsidiaries:Great-West Life Series L, 5.20% Non-Cumulative
        
        $
        52
        
        $             52
        
        $           52Great-West Life Series O, 5.55% Non-Cumulative
        
        
        157
        
        157
        
        157$
        209
        
        $           209
        
        $         209Perpetual preferred shares issued by subsidiaries:CLFC Series B, 6.25% Non-Cumulative
        
        
        
        
        $           145
        
        $         145Acquisition related fair market value adjustment
        
        
        
        
        12
        
        13$
        156
        
        $           157
        
        $         158      GREAT-WEST LIFECOINC.   9.
        Share Capital AuthorizedUnlimited First Preferred Shares, Class A Preferred Shares and Second Preferred Shares,Unlimited Common Shares Issued and outstanding March31,2006
        
        December 31, 2005
        
        March 31, 2005Number
        
        Statedvalue
        
        Number
        
        Stated value
        
        Number
        
        Stated valuePreferred shares:Classified as liabilitiesSeries D, 4.70% Non-CumulativeFirst Preferred Shares
        
        7,978,900
        $
        199
        
        7,978,900
        $
        199
        
        8,000,000
        $
        200Series E, 4.80% Non-CumulativeFirst Preferred Shares
        
        23,499,915
        
        588
        
        23,499,915
        
        588
        
        23,868,115
        
        59731,478,815
        $
        787
        
        31,478,815
        $
        787
        
        31,868,115
        $
        797Perpetual preferred shares:Classified as equitySeries F, 5.90% Non-Cumulative
        
        
        #
        
        #
        
        #
        
        
        
        #First Preferred Shares
        
        7,957,001
        $
        199
        
        7,957,001
        $
        199
        
        7,957,001
        $
        199Series G, 5.20% Non-Cumulative
        
        
        #
        
        #
        
        #
        
        
        
        #First Preferred Shares
        
        12,000,000
        
        300
        
        12,000,000
        
        300
        
        12,000,000
        
        300Series H, 4.85% Non-CumulativeFirst Preferred Shares
        
        12,000,000
        
        300
        
        12,000,000
        
        300
        
        -
        
        -31,957,001
        $
        799
        
        31,957,001
        $
        799
        
        19,957,001
        $
        499Common shares:Balance, beginning of year
        
        890,689,076
        $
        4,660
        
        890,592,348
        $
        4,651
        
        890,592,348
        $
        4,651Purchased and cancelled underNormal Course Issuer Bid
        
        (504,000)
        
        (4)
        
        (2,012,600)
        
        (11)
        
        (476,000)
        
        (2)Issued under Stock Option Plan
        
        1,154,095
        
        12
        
        2,109,328
        
        20
        
        1,102,790
        
        10Balance, end of period
        
        891,339,171
        $
        4,668
        
        890,689,076
        $
        4,660
        
        891,219,138
        $
        4,659 10.
        Stock Based Compensation No options were granted under the Companys stock option plan for the three months ended March 31, 2006 (100,000 options were granted during the first quarter of 2005).  The weighted-average fair value of options granted during the three months ended March 31, 2005 were $6.68 per option.  Compensation expense of $2 after tax has been recognized in the Summary of Consolidated Operations for the three months ended March 31, 2006 ($2 after tax for the three months    GREAT-WEST LIFECOINC.  ended March 31, 2005).   11.
        Pension Plans and Other Post Retirement Benefits The total benefit costs included in operating expenses are as follows: ForthethreemonthsendedMarch312006
        
        2005Pension benefits
        $
        19
        $
        18Other benefits
        
        7
        
        10Total
        $
        26
        $
        28  12.
        Earnings Per Common Share ForthethreemonthsendedMarch31,2006
        
        2005a)
        EarningsNet  income  -  common  shareholders
        $
        446
        $
        419b)
        NumberofcommonsharesAverage  number  of  common  shares  outstanding
        
        890,681,974
        
        890,865,663Add:-Potential  exercise  of  outstanding  stock  options
        
        7,060,652
        
        8,206,778Average  number  of  common  shares  outstanding  -  diluted  basis
        897,742,626
        
        899,072,441EarningspercommonshareBasic
        $
        0.501
        $
        0.471Diluted
        $
        0.497
        $
        0.466 13.
        Segmented Information Consolidated Operations ForthethreemonthsendedMarch31,2006United
        
        
        
        LifecoCanada
        
        States
        
        Europe
        
        Corporate
        
        TotalIncome:Premium income
        
        $
        1,575
        $
        692
        $
        1,433
        $
        -
        $
        3,700Net investment income
        
        684
        
        335
        
        304
        
        -
        
        1,323Fee and other income
        
        
        216
        
        297
        
        139
        
        -
        
        652Totalincome
        
        
        2,475
        
        1,324
        
        1,876
        
        -
        
        5,675Benefitsandexpenses:Paid or credited to policyholders
        
        1,528
        
        838
        
        1,635
        
        -
        
        4,001Other
        
        
        
        620
        
        289
        
        101
        
        1
        
        1,011Amortization of finite life intangible assets
        3
        
        -
        
        1
        
        -
        
        4Restructuring costs
        
        
        -
        
        -
        
        -
        
        -
        
        -Netoperatingincomebeforeincometaxes
        
        
        324
        
        197
        
        139
        
        (1)
        
        659Income taxes
        
        
        82
        
        61
        
        24
        
        2
        
        169Netincomebeforenon-controllinginterests
        
        
        
        242
        
        136
        
        115
        
        (3)
        
        490Non-controlling interests
        
        28
        
        2
        
        4
        
        -
        
        34Netincome-shareholders
        
        214
        
        134
        
        111
        
        (3)
        
        456Perpetual preferred share dividends
        
        10
        
        -
        
        -
        
        -
        
        10Netincome-commonshareholders
        $
        204
        $
        134
        $
        111
        $
        (3)
        $
        446 For the three months ended March 31, 2005United
        
        
        
        LifecoCanada
        
        States
        
        Europe
        
        Corporate
        
        TotalIncome:Premium income
        
        $
        1,509
        $
        1,204
        $
        1,815
        $
        -
        $
        4,528Net investment income
        
        684
        
        371
        
        240
        
        (3)
        
        1,292Fee and other income
        
        
        189
        
        294
        
        131
        
        -
        
        614Total income
        
        
        2,382
        
        1,869
        
        2,186
        
        (3)
        
        6,434Benefits and expenses:Paid or credited to policyholders
        
        1,519
        
        1,356
        
        1,941
        
        -
        
        4,816Other
        
        
        
        579
        
        304
        
        118
        
        1
        
        1,002Amortization of finite life intangible assets
        4
        
        -
        
        1
        
        -
        
        5Restructuring costs
        
        
        -
        
        -
        
        -
        
        7
        
        7Net operating incomebefore income taxes
        
        
        280
        
        209
        
        126
        
        (11)
        
        604Income taxes
        
        
        61
        
        64
        
        23
        
        1
        
        149Net income before non-controllinginterests
        
        
        
        219
        
        145
        
        103
        
        (12)
        
        455Non-controlling interests
        
        26
        
        1
        
        2
        
        -
        
        29Net income - shareholders
        
        193
        
        144
        
        101
        
        (12)
        
        426Perpetual preferred share dividends
        
        7
        
        -
        
        -
        
        -
        
        7Net income - common shareholders
        $
        186
        $
        144
        $
        101
        $
        (12)
        $
        419  14.
        Subsequent Events On March 30, 2006, the Company entered into an agreement with a syndicate of underwriters under which the underwriters have agreed to buy 12,000,000 4.50% Non-cumulative First Preferred Shares Series I from the Company for sale to the public at a price of $25 per Preferred Share, representing an aggregate issue amount of $300.  The offering closed April 12, 2006.  On April 24, 2006, Crown Life Insurance Company (Crown Life) served notice, pursuant to the terms of the 1999 acquisition of the majority of the insurance operations of Crown Life by Canada Life, commencing a process under which Canada Life may be required to acquire the common shares of Crown Life.  This transaction is not expected to have a material impact on the financial position of the Company.