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CANADA LIFE FINANCIAL CORPORATION Page 1 of 2

EXHIBIT 3.5

CANADA LIFE FINANCIAL CORPORATION
MATERIAL CHANGE REPORT

SECTION 118(1) OF THE SECURITIES ACT (ALBERTA)
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 84(1) OF THE SECURITIES 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

DECEMBER 9, 2002

3. MEDIA RELEASE

THE MATERIAL CHANGE WAS ANNOUNCED IN A MEDIA RELEASE TRANSMITTED ON
DECEMBER 9, 2002 THROUGH CANADA NEWSWIRE. A COPY OF THE MEDIA RELEASE
ACCOMPANIES THIS MATERIAL CHANGE REPORT.

4. SUMMARY OF MATERIAL CHANGE

CANADA LIFE RESPONDS TO UNSOLICITED OFFER FROM MANULIFE

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.

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9. STATEMENT OF SENIOR OFFICER

THE FOREGOING ACCURATELY DESCRIBES THE MATERIAL CHANGE DESCRIBED
HEREIN.

DATED AT TORONTO, ONTARIO, THIS 9TH DAY OF DECEMBER 2002.

CANADA LIFE FINANCIAL CORPORATION

"PATRICK CROWLEY"

(SIGNED) PATRICK CROWLEY

EXECUTIVE VICE-PRESIDENT &

CHIEF FINANCIAL OFFICER

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FOR IMMEDIATE RELEASE: DECEMBER 9, 2002
TSX: CL, NYSE: CLU

CANADA LIFE RESPONDS TO UNSOLICITED OFFER FROM MANULIFE
"PROPOSAL DOES NOT REFLECT VALUE OF COMPANY": NIELD

TORONTO, CANADA - Canada Life Financial Corporation (Canada Life(TM)) has been
advised that Manulife Financial Corporation will offer to purchase all of the
outstanding common shares of Canada Life with a combination of cash and
Manulife common shares.

Manulife will offer for each Canada Life common share either (1) $40 in cash
or (2) 1.055 Manulife common shares. The offer will be capped at 40% cash and
60% Manulife common shares.

The Board of Directors of Canada Life has formed a special committee with a
mandate to review the proposed offer from Manulife, and any alternatives that
maximize value for shareholders. The special committee has retained BMO
Nesbitt Burns Inc. and Credit Suisse First Boston as financial advisors.

David A. Nield, Chairman and Chief Executive Officer said that, "In my view,
this proposal does not reflect the value of our company. We and our
professional advisors are reviewing our strategic options".

Canada Life will not discuss any further details about the Manulife proposal
until its Board of Directors has met.

Canada Life Financial Corporation, established in 1999, is the holding
company for The Canada Life Assurance Company and is traded on the Toronto
Stock Exchange under the symbol "CL" and the New York Stock Exchange under
the symbol "CLU". The Canada Life Assurance Company, Canada's first domestic
life insurance company founded in 1847, has total assets under administration
in excess of $65 billion. Headquartered in Toronto, the Company operates in
Canada, the United States, the Republic of Ireland, the United Kingdom,
Germany, Brazil, Hong Kong and the Caribbean.

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All figures in Canadian dollars.

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For further information contact:
Media Inquiries: Investor Relations:
Ardyth Percy-Robb, Brian Lynch
Corporate Communications Vice-President, Investor Relations Vice-President
(416) 597-1440, ext 6104, (416) 597-1440, ext 6693
ardyth_percy-robb@canadalife.com brian_lynch@canadalife.com

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CANADA LIFE FINANCIAL CORPORATION

CANADA LIFE FINANCIAL CORPORATION
MATERIAL CHANGE REPORT
SECTION 118(1) OF THE SECURITIES ACT (ALBERTA)
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 84(1) OF THE SECURITIES 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
DECEMBER 27, 2002
3. MEDIA RELEASE
THE MATERIAL CHANGE WAS ANNOUNCED IN A MEDIA RELEASE TRANSMITTED ON
DECEMBER 27, 2002 THROUGH CANADA NEWSWIRE. A COPY OF THE MEDIA RELEASE
ACCOMPANIES THIS MATERIAL CHANGE REPORT.
4. SUMMARY OF MATERIAL CHANGE
CANADA LIFE CONFIRMS RECEIPT OF UNSOLICITED 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 27TH DAY OF DECEMBER 2002.

CANADA LIFE FINANCIAL CORPORATION
"PATRICK CROWLEY"
(SIGNED) PATRICK CROWLEY
EXECUTIVE VICE-PRESIDENT &
CHIEF FINANCIAL OFFICER

FOR IMMEDIATE RELEASE: DECEMBER 27, 2002
TSX: CL, NYSE: CLU

CANADA LIFE CONFIRMS RECEIPT OF UNSOLICITED OFFER
SPECIAL COMMITTEE SAYS "NO NEED TO DO ANYTHING IMMEDIATELY"

Toronto, Ontario - Canada Life Financial Corporation (Canada Life(TM)) today
confirmed it has received Manulife Financial Corporation's unsolicited offer
to acquire all of Canada Life's outstanding common shares.

Arthur R. A. Scace, Chairman of the Special Committee of Canada Life's Board
of Directors reminded shareholders that: "There is no need to do anything
immediately. Canada Life's Directors will provide shareholders with further
information in their Directors' Circular, which will be mailed by January
13th. There is no reason for shareholders to respond to the Manulife offer at
this time. The offer will be open for 60 days and probably longer as a result
of Manulife's need to obtain approval from regulatory authorities.
Shareholders will have plenty of time to respond to this unsolicited
take-over bid."

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For further information contact:
Media Inquiries:
Ardyth Percy-Robb,
Corporate Communications Vice-President,
(416) 597-1440, ext 6104,
ardyth_percy-robb@canadalife.com

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CANADA LIFE FINANCIAL CORPORATION

MATERIAL CHANGE REPORT

1. REPORTING ISSUER

CANADA LIFE FINANCIAL CORPORATION
330 UNIVERSITY AVENUE
TORONTO, ONTARIO
M5G 1R8

TEL: (416) 597-1440

2. DATE OF MATERIAL CHANGE

JANUARY 13, 2003

3. MEDIA RELEASE

THE MATERIAL CHANGE WAS ANNOUNCED IN A MEDIA RELEASE TRANSMITTED ON JANUARY
13, 2003 THROUGH CANADA NEWSWIRE. A COPY OF THE MEDIA RELEASE ACCOMPANIES
THIS MATERIAL CHANGE REPORT.

4. SUMMARY OF MATERIAL CHANGE

"CANADA LIFE BOARD RECOMMENDS REJECTION OF MANULIFE OFFER"

5. FULL DESCRIPTION OF MATERIAL CHANGE

SEE ATTACHED MEDIA RELEASE.

6. RELIANCE ON CONFIDENTIALITY PROVISIONS OF SECURITIES LEGISLATION

NOT APPLICABLE.

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7. OMITTED INFORMATION

NOT APPLICABLE.

8. SENIOR OFFICER

PATRICK CROWLEY, EXECUTIVE VICE-PRESIDENT & CHIEF FINANCIAL OFFICER OF
CANADA LIFE

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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 13TH DAY OF JANUARY 13, 2003.

CANADA LIFE FINANCIAL CORPORATION

"PATRICK CROWLEY"

(SIGNED) PATRICK CROWLEY
EXECUTIVE VICE-PRESIDENT &
CHIEF FINANCIAL OFFICER

FOR IMMEDIATE RELEASE - JANUARY 13, 2003

TSX: CL, NYSE: CLU

CANADA LIFE BOARD RECOMMENDS REJECTION OF MANULIFE OFFER

DIRECTORS' CIRCULAR DETAILS REASONS WHY OFFER IS INADEQUATE

Toronto, Ontario - Canada Life Financial Corporation (Canada Life(TM)) today
mailed its Directors' Circular related to Manulife Financial Corporation's
unsolicited offer to acquire the outstanding common shares of Canada Life. The
Circular includes the unanimous conclusion of the Company's Board of Directors
that the offer is inadequate and recommendation of the Board that shareholders
reject the offer and not tender their shares. Two leading investment banking
firms, BMO Nesbitt Burns and Credit Suisse First Boston, have provided the Board
with opinions that the offer is inadequate.

"The Circular details all the reasons behind the Board's unanimous conclusion
that the Offer is inadequate and that acceptance is not in the best interests of
shareholders," said David A. Nield, Chairman and Chief Executive Officer of
Canada Life. "Prominent among the reasons is the opinion of the Board that the
offer fails to reflect the value of Canada Life shares."

The Circular highlights among other things that:

THE MANULIFE OFFER DOES NOT REFLECT THE VALUE OF CANADA LIFE SHARES because:
o The offer is priced at valuation multiples substantially below those
derived from comparable transactions.

o The offer does not reflect the unique value and growth prospects of
Canada Life.

THE TIMING OF MANULIFE'S OFFER IS UNFAIR TO CANADA LIFE'S SHAREHOLDERS and
maximizes the benefit to Manulife's shareholders at the expense of Canada Life's
shareholders. This is because at the time of the offer:

o Canada Life's shares were trading near their 52 week low. As recently as
June, 2002, Canada Life's shares had traded at prices in excess of $40,
exceeding the current market value of the Manulife offer.

o Manulife's share price was relatively high. On December 6, 2002, the
last trading day before Manulife announced its intention to make an
offer, Manulife's shares closed at $37.90, having traded as low as
$27.62 as recently as October 7, 2002. Since the date of the Manulife
offer until January 8, 2003, Manulife's shares have traded at prices
ranging from $34 to $37.30 .

o The trading price of a Canada Life share relative to the trading price of a
Manulife share was almost at an historic low - a level particularly
unfavourable to Canada Life shareholders.

MANULIFE CAN AFFORD TO PAY MORE. Canada Life believes that Manulife has the
ability to significantly increase its offer and still realize meaningful
financial benefits for its shareholders.

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THE 20 DAY WEIGHTED AVERAGE TRADING PRICE OF THE CANADA LIFE SHARES OF $40.75
is greater than the average market value of the Manulife offer of $38.54 as
of January 8, 2003 and has consistently been greater since the announcement
of Manulife's offer.

Canada Life's Board, through its Special Committee and advisors is actively
considering alternatives to the Manulife offer. Among other initiatives, the
Company has established data rooms for the purpose of providing confidential
information to third parties.

There is no need for Canada Life shareholders to do anything immediately. The
offer is currently open until February 28, 2003 and it is entirely possible
that one or more extensions will be necessary to deal with regulatory issues.
The Board intends to communicate further with Canada Life's shareholders
prior to the expiry of the offer.

Canada Life Financial Corporation will host a Conference Call at 10:00 a.m.
today, Toronto time. Members of the media are welcome to listen in on the
call. In Toronto, the number is 416-405-9328. Toll free, North America, the
number is 1-800-387-6216. Participants are asked to provide their name,
location and organization to the operator. A playback of this call will be
available after 5:00 p.m. January 13, 2003, Toronto time until midnight,
Toronto time on January 20, 2003 at 416-695-5800 (Passcode: 1346225) or toll
free in North America at 1-800-408-3053 (Passcode: 1346225).

The Directors' Circular is posted on the "Latest Shareholder News" section of
Canada Life's website at www.canadalife.com.

The call will be made available to listeners live over the Internet through
Canada Life's web site. Go to http://www.canadalife.com/investor and click on
"Presentations". The web cast will be archived and available on the web site.

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For further information contact:

Media Inquiries: Investor Relations:
Ardyth Percy-Robb, Brian Lynch
Corporate Communications Vice-President, Vice-President, Investor Relations,
(416) 597-1440, ext 6104, (416) 597-1440, ext 6693,
ardyth_percy-robb@canadalife.com brian_lynch@canadalife.com

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CANADA LIFE FINANCIAL CORPORATION

MATERIAL CHANGE REPORT

1. REPORTING ISSUER

CANADA LIFE FINANCIAL CORPORATION
330 UNIVERSITY AVENUE
TORONTO, ONTARIO
M5G 1R8

TEL: (416) 597-1440

2. DATE OF MATERIAL CHANGE

FEBRUARY 17, 2003

3. MEDIA RELEASE

THE MATERIAL CHANGE WAS ANNOUNCED IN A MEDIA RELEASE TRANSMITTED ON
FEBRUARY 17, 2003 THROUGH CANADA NEWSWIRE. A COPY OF THE MEDIA RELEASE
ACCOMPANIES THIS MATERIAL CHANGE REPORT.

4. SUMMARY OF MATERIAL CHANGE

CANADA LIFE BOARD APPROVES ACQUISITION BY GREAT-WEST LIFECO

5. FULL DESCRIPTION OF MATERIAL CHANGE

SEE ATTACHED MEDIA RELEASE.

6. RELIANCE ON CONFIDENTIALITY PROVISIONS OF SECURITIES LEGISLATION

NOT APPLICABLE.

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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 17TH DAY OF FEBRUARY 2003.

CANADA LIFE FINANCIAL CORPORATION
"PATRICK CROWLEY"
(SIGNED) PATRICK CROWLEY
EXECUTIVE VICE-PRESIDENT &
CHIEF FINANCIAL OFFICER

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FOR IMMEDIATE RELEASE - FEBRUARY 17, 2003
TSX: CL, NYSE: CLU

CANADA LIFE BOARD APPROVES ACQUISITION BY GREAT-WEST LIFECO

TRANSACTION PROVIDES GREATER SHAREHOLDER VALUE

TORONTO, CANADA - Canada Life Financial Corporation (Canada Life(TM)) today
announced that Great-West Lifeco Inc. (Great-West) has agreed to acquire all
of Canada Life's common shares for a combination of cash and Great-West
securities valued at $44.50 per Canada Life common share. Canada Life's Board
of Directors has unanimously endorsed the transaction and is recommending
that shareholders approve the transaction at an upcoming shareholders meeting.

The Great-West purchase price is 15% higher than the value of the current
offer by Manulife Financial Corporation, which stands at $38.66 per Canada
Life share, based on the closing common share price for each of the companies
on February 14, 2003.

"Canada Life's Board of Directors is very pleased to announce a mutually
beneficial transaction with an exceptional Canadian company," said David
Nield, Chairman and Chief Executive Officer of Canada Life. "This is a
winning combination. Our shareholders will be pleased that we have achieved a
price greater than Manulife's offer and our policyholders, distributors and
customers will continue to enjoy the commitment to quality and service they
deserve."

"Canada Life has a proud history," said Raymond McFeetors, Co-President and
Chief Executive Officer for Great-West Lifeco Inc. "We see great value in the
brand and are committed to maintaining it. We have great respect for the
staff and management of Canada Life and look forward to working with them."

Members of the media are invited to attend a press conference today, at which
David Nield and Raymond McFeetors will discuss the transaction. A question
and answer session will follow their remarks. The press conference is
scheduled to begin at 10:00 a.m. (e.s.t.) at the News Theatre, located at 98
The Esplanade in Toronto. Registration for the session will begin at 9:45
a.m. An audio and video web cast of the press conference will also be
available live over the Internet by accessing Canada Life's web site at
www.canadalife.com/investor and clicking on "Presentations". Teleconferencing
is available toll free in North America by calling 1-800-814-3911.

The terms of the agreement allow Canada Life shareholders to elect, in
respect of each Canada Life common share held, any one or a combination of:

o $44.50 in cash;
o 1.78 $25.00 par value 4.80% Great-West preferred shares;
o 1.78 $25.00 par value perpetual 5.90% Great-West preferred shares;
o 1.1849 Great-West common shares;

subject to maximum amounts and proration. The total consideration being
offered to shareholders consists of approximately 60% cash, 29% common shares
and 11% preferred shares.

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Canada Life has agreed not to solicit further proposals for the acquisition
of Canada Life, but is permitted to accept a superior proposal which is more
favorable to Canada Life, subject to Great-West's right to match and payment
of a termination fee to Great-West equal to approximately 3.95% of the
acquisition price.

Closing is expected to occur prior to July 31, 2003 and is subject to
regulatory approval, approval of two thirds of votes cast at a meeting of
Canada Life common shareholders and other customary conditions.

Later this week, Canada Life shareholders will be mailed materials detailing
recent developments and a reconfirmation of Canada Life's recommendation to
reject Manulife's unsolicited offer. They will also be mailed, in
approximately a month, full details of the Great-West Life transaction and
Canada Life's reasons for recommending shareholder approval of the
transaction. In the interim, shareholders are encouraged to access the
"Latest Shareholder News" section of Canada Life's web site at
www.canadalife.com or call our information agent, Georgeson Shareholder, toll
free at the numbers indicated below.

1-866-802-5796 (Canada & USA - English)
1-866-860-4550 (Canada & USA - French)
1-800-300-062 (Republic of Ireland)
0-800-018-3047 (United Kingdom)
416-642-7084 (Other countries, call collect)

Canada Life continues to recommend that shareholders DO NOT TENDER THEIR
SHARES TO THE MANULIFE OFFER. Shareholders who may have already tendered to
the Manulife offer can retrieve their shares and take advantage of the
Great-West alternative by completing a withdrawal form, which is available on
the Canada Life web site or from Georgeson Shareholder, who can provide
assistance in completing the withdrawal.

About Canada Life
Canada Life Financial Corporation, established in 1999, is the holding
company for The Canada Life Assurance Company and is traded on the Toronto
Stock Exchange under the symbol "CL" and the New York Stock Exchange under
the symbol "CLU". The Canada Life Assurance Company, Canada's first domestic
life insurance company founded in 1847, has total assets under administration
in excess of $68 billion. Headquartered in Toronto, the Company operates in
Canada, the United States, the Republic of Ireland, the United Kingdom,
Germany, Brazil, Hong Kong and the Caribbean.

About Great-West Lifeco Inc.
Great-West Lifeco Inc. (TSE:GWO) is a financial services holding company with
interests in the life insurance, health insurance, retirement savings, and
reinsurance businesses, primarily in Canada and the United States. Lifeco's
subsidiaries - The Great-West Life Assurance Company and London Life
Insurance Company in Canada and Great-West Life & Annuity Insurance Company
in the United States - serve the financial security needs of more than 13
million people. Lifeco and its companies have $96 billion in assets under
administration. Great-West Lifeco is a member of the Power Financial
Corporation group of companies.

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All figures in Canadian dollars.

For investor relations and media information, contact:
Brian Lynch
Vice-President, Investor Relations and Corporate Communications
(416) 597-1440, ext. 6693
brian_lynch@canadalife.com

For media scheduling information, contact:

Chris McAuliffe
Senior Communications Consultant,
Corporate Communications
(416) 597-1440, ext. 8533
chris_mcauliffe@canadalife.com

CANADA LIFE FINANCIAL CORPORATION

MATERIAL CHANGE REPORT
----------------------

1. REPORTING ISSUER

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

2. DATE OF MATERIAL CHANGE

February 14, 2003

3. PRESS RELEASE

A press release announcing the material change was issued on February
17, 2003 through Canada Newswire. A copy of the press release is attached hereto
as Schedule "A".

4. SUMMARY OF MATERIAL CHANGE

Canada Life Financial Corporation ("Canada Life") entered into an
agreement (the "Transaction Agreement") with Great-West Lifeco Inc. ("Lifeco")
pursuant to which Lifeco will acquire (the "Transaction") all of the outstanding
common shares of Canada Life (the "Canada Life Common Shares") for aggregate
consideration of approximately $7.3 billion.

The Transaction will be effected by way of a reorganization of the
capital of Canada Life. A meeting of the Canada Life Common Shareholders (the
"Shareholders Meeting") will be held to consider the Transaction. The
Transaction is subject to customary conditions, including, without limitation,
approval by applicable regulatory authorities and approval by Canada Life Common
Shareholders. Canada Life anticipates holding the shareholder meeting in the
second quarter of 2003.

5. FULL DESCRIPTION OF MATERIAL CHANGE

THE TRANSACTION

Under the terms of the Transaction Agreement, Canada Life Common
Shareholders will exchange, on closing, each Canada Life Common Share for, at
the election of the Canada Life Common Shareholder and subject to pro ration:
(i) $44.50 in cash; (ii) 1.78 Lifeco Series E

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Shares; (iii) 1.78 Lifeco Series F Shares; (iv) 1.1849 Lifeco Common Shares; or
(v) a combination of the foregoing alternatives, with an aggregate of
$4,372,161,384 in cash, 24,000,000 Lifeco Series E Shares, 8,000,000 Lifeco
Series F Shares, and 55,958,505 Lifeco Common Shares available.

To the extent that the aggregate number of Canada Life Common Shares is
less than 163,455,312 as a result of unexercised Canada Life stock options,
Canada Life Common Shares acquired by Canada Life subsequent to February 14,
2003 and Canada Life Common Shares in respect of which dissent rights have been
validly exercised, the aggregate purchase price shall be reduced by such
shortfall, multiplied by $44.50 per share.

Fractional shares will be aggregated, sold in the market and the cash
proceeds, net of costs of sale, will be remitted to those entitled thereto.

If as a result of Canada Life shareholder elections, one or more forms
of the consideration offered by Lifeco in connection with the Transaction are
fully utilized, the amount of such consideration to be paid or issued to Canada
Life shareholders will be pro rated among the shareholders electing to receive
such form of consideration and the balance of the consideration paid to such
shareholders will consist of consideration in one or more of the other forms of
consideration offered.

Shareholders who do not make a proper election in respect of the
Transaction will be deemed to have elected the form of consideration available
after the elections of shareholders who have made proper elections are
determined; provided that all non-electing shareholders will receive the same
relative proportions of the remaining consideration.

The Transaction is subject to a number of conditions, including,
without limitation, approval by Canada Life Common Shareholders of a special
resolution (passed by a majority of not less than two thirds of the votes cast,
in person or by proxy, at the meeting) approving the Transaction and approval of
Canada Life Common Shareholders of an ordinary resolution (passed by a majority
of the votes cast, in person or by proxy, at the meeting) consenting to the
waiver of the application of the shareholder rights plan of Canada Life to the
Transaction and receipt of applicable regulatory approvals of the Transaction. A
meeting of the Common Shareholders of Canada Life will be held to consider those
resolutions.

THE TRANSACTION AGREEMENT

The Transaction Agreement was approved by the board of directors of
Canada Life after consultation with its financial and legal advisors. The board
of directors of Canada Life have received opinions from BMO Nesbitt Burns Inc.
and Credit Suisse First Boston LLC that the aggregate consideration offered by
Lifeco in connection with the Transaction is fair, from a financial point of
view, to Canada Life and its shareholders. The board of directors has determined
to recommend that Canada Life shareholders vote to approve the Transaction.

-3-

The Transaction Agreement contains customary representations and
warranties of Canada Life and Lifeco. Pursuant to the Transaction Agreement,
Canada Life has covenanted, among other things, to conduct the business of
Canada Life and its subsidiaries in the ordinary course of business and
consistent with past practice. Each of Canada Life and Lifeco have agreed to use
its reasonable best efforts to take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary or advisable to support approval
of and to complete the Transaction. Each of Canada Life and Lifeco have also
agreed to refrain from taking certain specified actions.

The Transaction Agreement provides that the completion of the
Transaction is subject to a number of conditions including: (a) the approval of
the Transaction by the holders of Canada Life Common Shares at the shareholder
meeting as required by applicable laws; (b) receipt of all regulatory approvals
of the Transaction required or appropriate under regulatory legislation, on a
basis which does not impose terms which, in the aggregate would have a material
adverse effect on Lifeco and Canada Life on a combined basis; (c) the absence of
any restrictions or limitations on the completion of the Transaction under the
competition laws of Canada, the United States, the United Kingdom and the
European Community; (d) receipt of all other material consents, waivers,
permits, orders and approvals required to permit the consummation of the
Transaction on a basis which does not impose terms which, in the aggregate would
have a material adverse effect on Lifeco and Canada Life on a combined basis;
(e) no action, suit or proceeding shall have been threatened or taken before or
by any court or governmental agency or other regulatory authority or by any
other person and no law, regulation or policy shall have been proposed, enacted,
promulgated or applied to cease trade, enjoin, prohibit or impose material
limitations or conditions on the Transaction or the ownership by Lifeco of the
shares of Canada Life or which, if the Transaction were consummated, in the
opinion of Lifeco or Canada Life, would have a material adverse effect on Lifeco
and Canada Life on a combined basis; (f) Lifeco shall have determined that the
Canada Life shareholder rights plan shall have been waived or otherwise rendered
unexercisable or unenforceable; (g) there shall not have occurred any change in
the business, operations, assets, capitalization, financial condition, licenses,
permits, rights, privileges or liabilities, whether contractual or otherwise, of
Lifeco or any subsidiary or affiliate which, in the opinion of Canada Life, is
materially adverse to Lifeco and Canada Life on a combined basis; and (h) other
conditions customary to transactions of this nature.

The Transaction Agreement provides for a right of dissent for Canada
Life shareholders. Lifeco has the right to not proceed with the Transaction
should shareholders holding more than 5% of the outstanding Canada Life Common
Shares, other than Canada Life Common Shares held by Manulife Financial
Corporation, exercise their dissent rights.

Canada Life has agreed to declare record dates with respect to the
payment of all future Canada Life Common Share quarterly dividends to be the
same as the record dates for the payment for Lifeco common share quarterly
dividends.

NON-SOLICITATION, SUPERIOR PROPOSAL, RIGHT TO MATCH AND FEES

Canada Life has agreed that from February 14, 2003 until the completion
of the Transaction or the termination of the Transaction Agreement, Canada Life
will cease any

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existing negotiations, and will not initiate or undertake any negotiations, with
any other party with respect to an Acquisition Proposal. The term "Acquisition
Proposal" means and includes any transaction including a take-over bid,
amalgamation, arrangement, share exchange, recapitalization, consolidation,
merger, sale, lease or transfer of material assets, material reinsurance
transaction, material sale of treasury shares or rights or interests therein or
thereto, business combination or other similar transactions with a party other
than Lifeco (or a Lifeco affiliate), involving Canada Life or any of its
material subsidiaries; the acquisition in any manner, directly or indirectly (or
any lease, long term supply agreement or other arrangement having the same
economic effect as a purchase or sale of assets), of assets which individually
or in the aggregate exceed 25% of the book value of the consolidated assets of
Canada Life; the acquisition in any manner, directly or indirectly, any shares
or securities convertible, exercisable or exchangeable for securities which
exceed 25% of the outstanding voting securities of Canada Life; any reinsurance
transaction or arrangement other than in the ordinary course of business which
is material to Canada Life; any sale of treasury shares, or securities
convertible, exercisable or exchangeable for treasury shares, which exceed 25%
of the outstanding voting securities of Canada Life or a material subsidiary of
Canada Life or rights or interests therein or thereto; other than transactions
contemplated by the Transaction Agreement.

Canada Life has also agreed to close its data room, terminate any
access thereto and to confidential or undisclosed information regarding Canada
Life. In addition, Canada Life may not solicit, initiate, invite, assist,
facilitate, promote, encourage or entertain (including by way of furnishing
information or entering into any form of agreement, arrangement or
understanding) an Acquisition Proposal from any person or party (the
"Non-Solicitation Restriction").

The Non-Solicitation Restriction does not apply where an unsolicited
Acquisition Proposal is received by Canada Life and the board of directors of
Canada Life, after consultation with legal and financial advisors, has
determined that it is necessary to consider the Acquisition Proposal in order to
discharge its fiduciary duties properly and that the Acquisition Proposal, if
consummated in accordance with its terms, would result in a transaction more
favourable to Canada Life and its shareholders, would have a greater value per
Canada Life Common Share than the Transaction and is reasonably capable of
completion without undo delay having regard to the nature, scope and size of
Canada Life and its business and the regulatory environment in which it and its
subsidiaries operate (a "Superior Proposal") and the Acquisition Proposal is not
conditional upon access or continued access to confidential or undisclosed
information concerning Canada Life.

Canada Life must notify Lifeco immediately of the receipt of any actual
or potential Acquisition Proposal. Canada Life may not enter into any discussion
with or provide any confidential or undisclosed information to a person making
or proposing to make an Acquisition Proposal until at least 48 hours after it
has given notice of the request and the relevant details of the Acquisition
Proposal to Lifeco, including the identity of the person making the proposal.

Lifeco has the right to match any Acquisition Proposal for a period of
48 hours from the time it receives notice of the Acquisition Proposal from
Canada Life, and upon Lifeco exercising

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such right to match, Canada Life will not enter into any discussions with or
provide any information to the person making such Acquisition Proposal.

Lifeco has a further right to match any Superior Proposal for a period
of five days from the time it receives notice from Canada Life that the board of
directors of Canada Life has determined that an Acquisition Proposal is a
Superior Proposal, the basis upon which such determination has been made and all
relevant information concerning the Superior Proposal (including all terms and
conditions and the identity of the person making the proposal). The party making
the Superior Proposal shall be bound by a confidentiality and standstill
agreement no more favourable to it than the confidentiality and standstill
agreement between Lifeco and Canada Life. If Lifeco agrees to amend the terms of
the Transaction such that they are as favourable or more favourable to the
Canada Life shareholders than the terms of the Acquisition Proposal, Canada Life
will accept the revised Transaction with Lifeco and will not proceed with the
Superior Proposal.

Canada Life is entitled to accept an unmatched Superior Proposal
provided that: (i) it has complied with the exclusivity, non-solicitation and
notice provisions of the Transaction Agreement; and (ii) Canada Life pays Lifeco
$287,315,000 (the "Termination Fee").

Canada Life is required to pay to Lifeco the Termination Fee within
three days of the occurrence of any of the following circumstances (each being a
"Termination Fee Event"): (a) Canada Life fails to recommend or confirm its
recommendation, within two business days of being requested to do so by Lifeco,
or withdraws, modifies or changes in any way adverse to Lifeco its
recommendation of the Transaction Agreement or of the Transaction; (b) Canada
Life accepts, approves, recommends or enters into an agreement with any person
with respect to a Superior Proposal; (c) Canada Life materially breaches its
exclusivity, non-solicitation or rights to match obligations contained in the
Transaction Agreement; or (d) an Acquisition Proposal (including an amended
offer by Manulife Financial Corporation) is publicly disclosed, announced or
made prior to the time of the Canada Life shareholder vote to consider the
Transaction at the shareholder meeting and the Transaction is not approved by
Canada Life shareholders.

If the Transaction is not completed because of any breach or failure by
Canada Life to perform its obligations, Canada Life will pay Lifeco $30 million
to reimburse it for expenses incurred except if the Transaction is not completed
because of the failure of Canada Life to obtain any required regulatory
approvals for which it had sole or principal responsibility, Canada Life will
reimburse Lifeco's actual expenses only to a maximum of $5 million.

If the Transaction is not completed because of any breach or failure by
Lifeco to perform its obligations, Lifeco will pay Canada Life $15 million to
reimburse it for expenses incurred except if the Transaction is not completed
because of the failure of Lifeco to obtain any required regulatory approvals for
which it had sole or principal responsibility, Lifeco will reimburse Canada
Life's actual expenses only to a maximum of $5 million.

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TERMINATION

The Transaction Agreement may be terminated prior to the completion of
the Transaction: (a) by either Lifeco or Canada Life upon the failure to satisfy
conditions in favour of the party seeking to terminate the Transaction
Agreement; (b) by mutual agreement of Canada Life and Lifeco; (c) by either
Canada Life or Lifeco if any law makes the completion of the Transaction or
other transactions contemplated by the Transaction Agreement or any part of it
illegal or otherwise prohibited; (d) by Lifeco if the board of directors of
Canada Life has: (i) withdrawn, modified or changed in a manner adverse to
Lifeco's ability to complete the Transaction, its approval or recommendation of
the Transaction and the other transactions contemplated by the Transaction
Agreement, or (ii) approved or recommended any other Acquisition Proposal; (e)
by Lifeco if any of the conditions to the completion of the Transaction is not
satisfied or waived by Lifeco prior to the closing or for a period up to a
further 30 days in the event any regulatory approval has not been obtained,
provided it is still being pursued in good faith by Lifeco; (f) by Canada Life
in order to enter into a definitive written agreement with respect to a Superior
Proposal in accordance with the terms hereof (without relieving Canada Life of
the obligation to pay the Break Fee required to be paid pursuant to the
Transaction Agreement).

If the closing date does not occur on or prior to July 31, 2003 or such
other date that is otherwise agreed to in writing by the Parties, the
Transaction Agreement will terminate unless the failure is the result of an
injunction or the inability to obtain a required regulatory approval, in which
case the closing date will be extended by not more than 30 days.

5. OMITTED INFORMATION

No material information has been omitted.

6. SENIOR OFFICER

Any enquiries with respect to this material change report or the
transactions described in this material change report should be made to:

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

Attention: Andrew Brands
Telephone: 416-597-1440, ext. 5717

7. STATEMENT OF SENIOR OFFICER

The foregoing accurately discloses the material change referred to
herein.

DATED at Toronto, Ontario this 24th day of February, 2003.

"Andrew Brands"
----------------------------------
ANDREW BRANDS,
SENIOR VICE-PRESIDENT AND GENERAL COUNSEL

SCHEDULE "A"

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FOR IMMEDIATE RELEASE - FEBRUARY 17, 2003
TSX: CL, NYSE: CLU

CANADA LIFE BOARD APPROVES ACQUISITION BY GREAT-WEST LIFECO

TRANSACTION PROVIDES GREATER SHAREHOLDER VALUE

The terms of the agreement allow Canada Life shareholders to elect, in
respect of each Canada Life common share held, any one or a combination of:

o $44.50 in cash;
o 1.78 $25.00 par value 4.80% Great-West preferred shares;
o 1.78 $25.00 par value perpetual 5.90% Great-West preferred shares;
o 1.1849 Great-West common shares;

subject to maximum amounts and proration. The total consideration being
offered to shareholders consists of approximately 60% cash, 29% common shares
and 11% preferred shares.

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[LOGO]

1-866-802-5796 (Canada & USA - English)
1-866-860-4550 (Canada & USA - French)
1-800-300-062 (Republic of Ireland)
0-800-018-3047 (United Kingdom)
416-642-7084 (Other countries, call collect)

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All figures in Canadian dollars.

For investor relations and media information, contact:
Brian Lynch
Vice-President, Investor Relations and Corporate Communications
(416) 597-1440, ext. 6693
brian_lynch@canadalife.com

For media scheduling information, contact:

Chris McAuliffe
Senior Communications Consultant,
Corporate Communications
(416) 597-1440, ext. 8533
chris_mcauliffe@canadalife.com