Canada Life Financial 6-K Current report (foreign)

CANADA LIFE FINANCIAL CORPORATION

MATERIAL CHANGE REPORT

Section 118(1) of theSecurities Act (Alberta)
Section 85(1) of theSecurities Act (British Columbia)
Section 76(2) of theSecurities Act (Newfoundland)
Section 81(2) of theSecurities Act (Nova Scotia)
Section 75(2) of theSecurities Act (Ontario)
Section 84(1) of theSecurities Act (Saskatchewan)

1. Reporting Issuer

Canada Life Financial Corporation
330 University Avenue
Toronto, Ontario
M5G 1R8


Tel: (416) 597-1440


2. Date of Material Change

February 20, 2003


3. Media Release

The material change was announced in a media release transmitted on February 20, 2003 through Canada Newswire. A copy of the media release accompanies this material change report..


4. Summary of Material Change

Canada Life Board Continues to Recommend Rejection of Manulife Offer


5. Full Description of Material Change

See attached media release.


6. Reliance on Confidentiality Provisions of Securities Legislation

Not applicable.


7. Omitted Information

Not applicable.


8. Senior Officer

Patrick Crowley, Executive Vice-President & Chief Financial Officer of Canada Life Financial Corporation, is knowledgeable about the material change described in this report and can be reached at 416-597-1440, ext. 5520.


9. Statement of Senior Officer

The foregoing accurately describes the material change described herein.

DATED at Toronto, Ontario, this 20^th day of February 2003.

CANADA LIFE FINANCIAL CORPORATION

"Patrick Crowley"

(Signed) Patrick Crowley
Executive Vice-President &
Chief Financial Officer