<Page>

EXHIBIT 3.10

[GREAT-WEST LIFECO INC. LOGO]

Registered Office - Winnipeg, Manitoba

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of the Shareholders of Great-West
Lifeco Inc. (the "Corporation") will be held at the offices of the Corporation,
100 Osborne Street North, Winnipeg, Manitoba, Canada on April 25, 2002, at 11:15
o'clock in the morning, local time, or as soon thereafter as the Annual Meeting
of the Shareholders and Policyholders of The Great-West Life Assurance Company
(start time 11:00 a.m.) shall have terminated, for the following purposes:

(1) to receive the financial statements for the year ended December 31,
2001 and the report of the auditors thereon;

(2) to elect directors;

(3) to appoint auditors; and

(4) to transact such other business as may be properly brought before the
meeting or any adjournment thereof.

By Order of the Board of Directors

Winnipeg, Manitoba S.A. Wagar
March 8, 2002 Vice-President, Counsel
and Secretary, Canada

If accommodations are required due to a disability, please contact J. Charles at
1-888-873-8813.

HOLDERS OF COMMON SHARES OR FIRST PREFERRED SHARES WHO DO NOT EXPECT TO BE
PRESENT AT THE ANNUAL MEETING ARE REQUESTED TO COMPLETE, DATE AND SIGN THE
ACCOMPANYING FORM OF PROXY AND TO RETURN IT TO COMPUTERSHARE TRUST COMPANY OF
CANADA IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE.

IN ORDER TO BE VOTED AT THE ANNUAL MEETING OR AT ANY ADJOURNMENT THEREOF, THE
COMPLETED FORM OF PROXY MUST EITHER BE (A) MAILED SO AS TO REACH COMPUTERSHARE
TRUST COMPANY OF CANADA, STOCK TRANSFER SERVICES, P.O. BOX 19004, STATION BRM B,
TORONTO, ONTARIO M7Y 3M4 NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF, OR (B) DEPOSITED WITH COMPUTERSHARE
TRUST COMPANY OF CANADA, 1190 - 201 PORTAGE AVENUE, WINNIPEG, MANITOBA, R3B 3K6
NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL MEETING OR ANY
ADJOURNMENT THEREOF.

HOLDERS OF COMMON SHARES AND FIRST PREFERRED SHARES WHO EXPECT TO BE PRESENT ARE
CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF THE SHAREHOLDERS AND
POLICYHOLDERS OF THE GREAT-WEST LIFE ASSURANCE COMPANY WHICH WILL BE HELD AT
11:00 A.M. ON APRIL 25, 2002, AT GREAT-WEST LIFE CENTRE, 100 OSBORNE STREET
NORTH, WINNIPEG.

<Page>

[GREAT-WEST LIFECO INC. LOGO]

Registered Office - Winnipeg, Manitoba

MANAGEMENT PROXY CIRCULAR

THIS MANAGEMENT PROXY CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF GREAT-WEST LIFECO INC. (THE
"CORPORATION") FOR USE AT THE ANNUAL MEETING OF THE SHAREHOLDERS OF THE
CORPORATION TO BE HELD ON APRIL 25, 2002 (THE "MEETING") AND AT ANY ADJOURNMENT
THEREOF.

The following abbreviations have been used throughout this Management Proxy
Circular:

<Table>
<Caption>
NAME IN FULL AND
PRINCIPAL BUSINESS ABBREVIATION
- ------------------ ------------

The Great-West Life Assurance Company Great-West
(a life insurance company, controlled by
the Corporation)

Great-West Life & Annuity Insurance Company GWL&A
(a life insurance company, controlled by
the Corporation)

London Life Insurance Company London Life
(a life insurance company, controlled by Great-West)

Power Corporation of Canada Power
(a holding and management corporation)

Power Financial Corporation Power Financial
(a holding corporation with substantial
interests in the financial services industry)
</Table>

Unless otherwise indicated, the information herein is given as at March 8, 2002.

SOLICITATION OF PROXIES

Solicitation of proxies will be primarily by mail but may also be effected
personally by regular employees of the Corporation or of its subsidiaries. The
cost of the solicitation will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The form of proxy accompanying this Management Proxy Circular is to be used by
holders of Common Shares of the Corporation ("Common Shares") and by holders of
First Preferred Shares Series B, Series C and Series D of the Corporation
("First Preferred Shares") at the Meeting. Each of the persons named in the
accompanying form of proxy is a representative of management of the Corporation
and is a director or senior officer of the Corporation. EACH HOLDER OF COMMON
SHARES

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AND EACH HOLDER OF FIRST PREFERRED SHARES HAS THE RIGHT TO APPOINT A PERSON (WHO
NEED NOT BE A SHAREHOLDER) OTHER THAN THE PERSONS DESIGNATED BY MANAGEMENT IN
THE ACCOMPANYING FORM OF PROXY TO REPRESENT HIM OR HER AT THE MEETING. To
exercise this right, the shareholder must insert the name of his or her nominee
in the blank space provided in the form of proxy, or complete another proper
form of proxy. In order to be voted at the Meeting or at any adjournment
thereof, the completed form of proxy must either be (a) mailed so as to reach
Computershare Trust Company of Canada, Stock Transfer Services, P.O. Box 19004,
Station BRM B, Toronto, Ontario M7Y 3M4 not later than 48 hours before the
commencement of the Meeting or any adjournment thereof, or (b) deposited with
Computershare Trust Company of Canada, 1190 - 201 Portage Avenue, Winnipeg,
Manitoba, R3B 3K6 not later than 48 hours before the commencement of the Meeting
or any adjournment thereof.

A shareholder giving a proxy may revoke the proxy (a) by depositing an
instrument in writing executed by the shareholder or by his or her attorney
authorized in writing (i) at the registered office of the Corporation, 100
Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5, at any time up to and
including the last business day preceding the day of the Meeting or any
adjournment thereof at which the proxy is to be used, or (ii) with the Chairman
of the Meeting on the day of the Meeting or any adjournment thereof, or (b) in
any other manner permitted by law.

VOTING OF PROXIES

The management representatives designated in the enclosed form of proxy will
vote or withhold from voting the Common Shares and the First Preferred Shares in
respect of which they are appointed by proxy on any ballot that may be called
for in accordance with the instructions of the shareholder as indicated in the
proxy. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH COMMON SHARES AND FIRST
PREFERRED SHARES WILL BE VOTED BY THE MANAGEMENT REPRESENTATIVES FOR THE
ELECTION OF DIRECTORS AND FOR THE APPOINTMENT OF AUDITORS AS INDICATED UNDER
THOSE HEADINGS IN THIS MANAGEMENT PROXY CIRCULAR.

The accompanying form of proxy confers discretionary authority with respect to
amendments to the matters identified in the Notice of Annual Meeting of
Shareholders or other matters that may properly come before the Meeting or any
adjournment thereof. Management of the Corporation is not aware that any such
amendments or other matters are to be presented for action at the Meeting. IF
SUCH AMENDMENTS OR OTHER MATTERS PROPERLY COME BEFORE THE MEETING, OR ANY
ADJOURNMENT THEREOF, THE NOMINEE DESIGNATED IN THE ACCOMPANYING FORM OF PROXY
WILL VOTE THE COMMON SHARES AND THE FIRST PREFERRED SHARES REPRESENTED THEREBY
IN HIS OR HER DISCRETION.

OUTSTANDING VOTING SHARES

As of March 8, 2002, 368,786,307 Common Shares, 4,000,000 First Preferred Shares
Series B, 4,000,000 First Preferred Shares Series C and 8,000,000 First
Preferred Shares Series D were issued and outstanding.

Only holders of Common Shares and First Preferred Shares of record as at the
close of business on March 11, 2002 (the "Record Date") will be entitled to
attend the Meeting. Each such holder of Common Shares will be entitled to one
vote for each Common Share held by him or her in respect of all matters voted
upon at the Meeting, and each such holder of First Preferred Shares will be
entitled to 6.16 votes for each First Preferred Share held by him or her in
respect of all matters voted upon at the Meeting. However, if a person acquires
Common Shares or First Preferred Shares after the Record Date (a "Transferee")
and (i) produces a properly endorsed share certificate, or otherwise establishes
that the Transferee owns such Common Shares or First Preferred Shares, and (ii)
demands not later than ten days before the date of the Meeting, or any
adjournment thereof, that the Transferee's name be included in the list of
shareholders entitled to vote at the Meeting, the

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Transferee, and not the holder of the Common Shares or First Preferred Shares as
at the close of business on the Record Date, will be entitled to attend and vote
those Common Shares or First Preferred Shares at the Meeting, and at any
adjournment thereof.

The Corporation's articles were amended on June 1, 1997 to (a) restrict the
issue and transfer of the First Preferred Shares so as to prevent a person from
acquiring more than 10% of the First Preferred Shares as a class, and (b)
restrict the voting rights attached to any First Preferred Shares held in
contravention of such 10% limit. These restrictions were imposed to assist the
Corporation in complying with Section 411 of the Insurance Companies Act
(Canada).

PRINCIPAL HOLDERS OF VOTING SHARES

As of March 8, 2002, Power Financial controlled, directly or indirectly,
303,691,244 Common Shares or 82.35% of the outstanding Common Shares,
representing approximately 64.99% of the voting rights attached to all of the
outstanding voting shares of the Corporation. Power Financial is a subsidiary of
Power, over which Mr. Paul Desmarais and associates have voting control.

ELECTION OF DIRECTORS

The persons named below are currently members of the Board of Directors of the
Corporation. The term of office of each of the current directors will expire at
the close of the Meeting, or any adjournment thereof. The persons named below
will be nominated for election as directors of the Corporation at the Meeting.
Each director elected at the Meeting, or at any adjournment thereof, will hold
office until the close of the next annual meeting of shareholders, unless he or
she resigns or otherwise vacates his or her office.

If there are further nominations for directors at the Meeting, or at any
adjournment thereof, the directors will be elected by way of cumulative voting.
Under cumulative voting, each shareholder has the right to cast the number of
votes which is equal to (i) the number of votes attached to the Common Shares or
First Preferred Shares held by the shareholder, multiplied by (ii) the number of
directors to be elected. A shareholder may cast all such votes in favour of one
candidate or may distribute such votes among the candidates in any manner. If a
shareholder votes for more than one candidate without specifying the
distribution of the shareholder's votes among such candidates, the shareholder
will be deemed to have distributed the votes equally among the candidates for
whom the shareholder voted. If a shareholder wishes to distribute votes other
than equally among the candidates for whom the shareholder has directed the
nominee designated in the accompanying form of proxy to vote, the shareholder
must do so personally at the Meeting or by another proper form of proxy.

Management of the Corporation does not contemplate that any of the persons named
below will, for any reason, become unable or unwilling to serve as a director.
HOWEVER, IF SUCH AN EVENT SHOULD OCCUR PRIOR TO THE ELECTION, THE NOMINEE
DESIGNATED IN THE ACCOMPANYING FORM OF PROXY RESERVES THE RIGHT TO VOTE FOR THE
ELECTION IN HIS OR HER PLACE OF SUCH OTHER PERSON AS SUCH NOMINEE IN HIS OR HER
DISCRETION DETERMINES.

There are three committees of the Board of Directors, namely, the Audit
Committee, the Executive Committee and the Stock Option Plan Administrative
Committee. Directors who are members of those committees are so designated in
the following table:

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<Page>

<Table>
<Caption>
NUMBER OF SHARES
BENEFICIALLY OWNED,
NAME, MUNICIPALITY OF RESIDENCE, PRINCIPAL DIRECTLY OR INDIRECTLY,
OCCUPATION, MAJOR POSITIONS WITH THE SERVED AS OR CONTROLLED OR
CORPORATION AND WITH THE CORPORATION'S AFFILIATES DIRECTOR FROM DIRECTED
- ---------------------------------------------------- --------------------- --------------------------

Gail S. Asper(1) - Winnipeg, Manitoba April 23, 1998 Nil
Corporate Secretary, CanWest Global
Communications Corporation (an international
media company); President, CanWest Global
Foundation (a private charitable foundation)

James W. Burns, O.C.(2)(3) - Winnipeg, May 15, 1986 153,659 Common
Manitoba Shares and 8,000
Chairman of the Board of the Corporation; common shares of
Chairman of the Board, Great-West; Chairman Power Financial
of the Board, London Life; Chairman of the
Board, London Insurance Group Inc.; Deputy
Chairman, Power

Orest T. Dackow(2) - Castle Rock, Colorado April 22, 1992 79,973 Common
Company Director; formerly President and Shares
Chief Executive Officer of the Corporation

Andre Desmarais(2) - Westmount, Quebec April 22, 1992 51,659 Common
President and Co-Chief Executive Officer, Shares and 21,600
Power; Deputy Chairman, Power Financial common shares of
Power Financial

The Honourable Paul Desmarais, P.C., C.C.(4) May 15, 1986 43,659 Common
- - Westmount, Quebec Shares
Chairman of the Executive Committee, Power

Paul Desmarais, Jr.(2)(3) - Westmount, Quebec May 15, 1986 43,659 Common
Chairman and Co-Chief Executive Officer, Shares
Power; Chairman, Power Financial

Robert Gratton(2)(3) - Outremont, Quebec April 25, 1990 330,000 Common
President and Chief Executive Officer, Power Shares and 310,000
Financial; Chairman of the Board, GWL&A common shares of
Power Financial

Charles H. Hollenberg, M.D., O.C.(2) - Toronto, May 15, 1986 Nil
Ontario
Senior Consultant, Cancer Care Ontario

Daniel Johnson - Montreal, Quebec April 22, 1999 100 Common Shares
Of Counsel to McCarthy Tetrault LLP and 300 common
(Barristers & Solicitors) since 1998; Prime shares of Power
Minister of Quebec in 1994 and Leader of the Financial
Opposition from 1994 - 1998
</Table>

- 5 -
<Page>

Kevin P. Kavanagh(2) - Winnipeg, Manitoba May 15, 1986 18,500 Common
Company Director; Chancellor, Brandon Shares
University

J. Blair MacAulay(2)(3) - Oakville, Ontario May 15, 1986 27,659 Common
Of Counsel to Fraser Milner Casgrain LLP Shares
(Barristers & Solicitors)

The Right Honourable Donald F. Mazankowski, January 27, 1994 1,500 Common Shares
P.C., O.C.(2) - Vegreville, Alberta and 1,000 common
Company Director and Business Consultant, shares of Power
previously Member of the Parliament of Financial
Canada, Deputy Prime Minister and Minister
of Finance

William T. McCallum(2) - Cherry Hills, Colorado April 28, 1993 84,474 Common
Co-President and Chief Executive Officer of Shares and 19,500
the Corporation; President and Chief Executive common shares of
Officer, GWL&A Power Financial

Raymond L. McFeetors(2) - Winnipeg, Manitoba; April 28, 1993 49,951 Common
London, Ontario Shares and 85,250
Co-President and Chief Executive Officer of common shares of
the Corporation; President and Chief Executive Power Financial
Officer, Great-West; President and Chief
Executive Officer, London Life; President and
Chief Executive Officer, London Insurance
Group Inc.

Randall L. Moffat(1) - Winnipeg, Manitoba May 15, 1986 Nil
Company Director

Jerry E.A. Nickerson(1)(2)(3) - North Sydney, May 15, 1986 4,000 common shares
Nova Scotia of Power Financial
Chairman of the Board, H.B. Nickerson &
Sons Limited (a management and holding
company)

Gordon F. Osbaldeston, P.C., C.C. - London, April 23, 1998 Nil
Ontario
Company Director; former Clerk of the Privy
Council and Secretary to the Canadian
Cabinet; former Under-Secretary of State for
Economic Development
</Table>

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The Honourable P. Michael Pitfield, P.C., Q.C. May 15, 1986 100,000 Common
- - Westmount, Quebec Shares and 60,000
Member of the Senate of Canada; common shares of
Vice-Chairman, Power Power Financial

Michel Plessis-Belair, F.C.A.(1)(2) - Town of April 15, 1990 20,000 Common
Mount Royal, Quebec Shares and 2,000
Vice-Chairman and Chief Financial Officer, common shares of
Power; Executive Vice-President and Chief Power Financial
Financial Officer, Power Financial

H. Sanford Riley - Winnipeg, Manitoba November 26, 1997 300 Common Shares
Chairman of the Board, Investors Group Inc. and 93,000 common
(a financial services corporation) shares of Power
Financial

Guy St-Germain, C.M.(1)(2) - Outremont, April 24, 1991 4,000 Common Shares
Quebec and 4,000 common
President, Placements Laugerma Inc. (a private shares of Power
holding company) Financial

Gerard Veilleux, O.C.(1) - Montreal, Quebec April 23, 1998 Nil
Vice-President, Power
</Table>

(1) Member of the Audit Committee.
(2) Member of the Executive Committee.
(3) Member of the Stock Option Plan Administrative Committee.
(4) Mr. Paul Desmarais and associates have voting control of Power. Power
Financial, a subsidiary of Power, controls, directly or indirectly,
303,691,244 Common Shares, representing 82.35% of the outstanding Common
Shares.

EXECUTIVE COMPENSATION

The remuneration paid by the Corporation and its subsidiaries to the individuals
who served as Co-Chief Executive Officers of the Corporation during 2001 and/or
who were, at December 31, 2001, the four most highly compensated executive
officers of the Corporation or its subsidiaries (collectively the "Named
Executive Officers") is set out below. Since the membership of the Boards of the
Corporation and of Great-West are identical, the directors of the Corporation do
not receive any remuneration for their services as directors of the Corporation;
however, the remuneration paid by Great-West to its directors is set out below.
The five year total shareholder return comparison in section 4 below is in
respect of the Corporation.

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<Page>

1. COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

(a) SUMMARY COMPENSATION TABLE

The following table sets out all compensation paid by the Corporation and its
subsidiaries in respect of the Named Executive Officers for the three most
recently completed financial years of the Corporation.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
NAME AND PRINCIPAL POSITION YEAR ANNUAL COMPENSATION(1)(2) COMPENSATION AWARDS
- ----------------------------------------------------- ---- ---------------------------- -------------------
SALARY BONUS SECURITIES UNDER
($) ($) OPTIONS GRANTED (#)
------- --------- -------------------

W.T. McCallum(4) 2001 880,000 Nil Nil
Co-President and Chief Executive Officer 2000 871,500 Nil 450,000(3)
of the Corporation; President and Chief 1999 834,659 680,000 100,000(3)
Executive Officer, GWL&A

R.L. McFeetors(4) 2001 872,632 900,000 Nil
Co-President and Chief Executive Officer 2000 801,975 1,215,000 900,000(3)
of the Corporation; President and Chief 1999 733,333 620,000 100,000(3)
Executive Officer, Great-West; President
and Chief Executive Officer, London Life;
President and Chief Executive Officer,
London Insurance Group Inc.

D.L. Wooden 2001 525,000 393,750 Nil
Executive Vice President, Financial 2000 475,000 356,250 200,001(3)
Services, GWL&A 1999 365,000 219,000 Nil

C.P. Nelson 2001 300,000 150,000 60,000(3)
President, BenefitsCorp, Inc. (a subsidiary 2000 270,400 202,435 Nil
of GWL&A) 1999 257,500 135,386 Nil

W.J. Winer(5) 2001 325,000 121,875 65,000(3)
Senior Vice President, Employee Benefits, 2000 Nil Nil Nil
GWL&A 1999 Nil Nil Nil
</Table>

(1) Annual compensation is paid, and reported in these tables, in the currency
of the country of residence. During the three years reported, Mr. McFeetors
was resident in Canada and Messrs. McCallum, Wooden, Nelson and Winer were
resident in the United States.

(2) The aggregate of perquisites and other personal benefits, securities or
property provided to each Named Executive Officer in 2001 did not exceed
the lesser of $50,000 and 10% of the total of the individual's annual
salary and bonus.

(3) The options set out are options to subscribe for Common Shares ("Lifeco
Options"). Lifeco Options are granted by the Corporation pursuant to the
Corporation's Stock Option Plan which was approved by the Corporation's
shareholders on April 24, 1996. Lifeco Options expire 10 years after the
date of the grant.

(4) W. T. McCallum and R. L. McFeetors became Co-Presidents and Chief Executive
Officers of the Corporation on April 27, 2000 but did not receive any
salary or bonus from the Corporation in 2001 for serving in those
capacities. The salary and bonus reported for those individuals was

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<Page>

earned, as in past years, in their capacities as Presidents and Chief
Executive Officers of major operating subsidiaries of the Corporation.

(5) W.J. Winer became an employee and senior officer of GWL&A effective January
1, 2001.

(b) OPTIONS

The following table describes options granted to the Named Executive Officers
during the most recently completed financial year of the Corporation. All
options are Lifeco Options granted pursuant to the Corporation's Stock Option
Plan.

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

<Table>
<Caption>
% OF TOTAL MARKET VALUE OF
SECURITIES OPTIONS SECURITIES
UNDER GRANTED TO EXERCISE UNDERLYING OPTIONS
OPTIONS EMPLOYEES IN PRICE ON THE DATE OF
NAME GRANTED (#) FINANCIAL YEAR ($/SECURITY) GRANT ($/SECURITY) EXPIRATION DATE
- ---------------- ----------- -------------- ------------ ------------------ ----------------

C.P. Nelson(1) 60,000 4.41 34.28107 34.28107 December 3, 2011
W.J. Winer(2) 65,000 4.77 35.06374 35.06374 April 25, 2011
</Table>

(1) These Lifeco Options become exercisable 20% per year commencing on December
4, 2002.
(2) These Lifeco Options become exercisable 20% per year commencing April 26,
2002.

The following table describes all Lifeco Options exercised in 2001, and all
unexercised Lifeco Options, Lifeco Contingent Options (these are options to
subscribe for Common Shares contingent upon the attainment of certain financial
targets by GWL&A and, subject to attainment of those targets, become exercisable
during the period April 1, 2002 to June 26, 2007) and Lifeco Special Options
(these are options to subscribe for Common Shares that were contingent upon the
attainment of certain financial targets by Great-West and London Life - those
financial targets have been attained) held as of December 31, 2001, by the Named
Executive Officers.

AGGREGATED LIFECO OPTION EXERCISES DURING THE MOST RECENTLY
COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES

<Table>
<Caption>
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT FY-
SECURITIES AGGREGATE FY-END END ($)
ACQUIRED ON VALUE ---------------------------- -----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------- ------------ ------------ ----------- ------------- ----------- -------------

W.T. McCallum 100,000(1) 3,052,196 840,000 210,000(1) 17,006,549 2,534,723
600,000(2) 10,839,987
R.L. McFeetors 100,000(1) 2,554,597 580,000(1) 1,020,000(1) 12,569,524 8,893,871
180,000(3) 120,000(3) 2,163,968 1,442,645
D.L. Wooden 200,000(1) 5,014,222 Nil 200,001(1) Nil 2,405,764
300,000(2) 5,419,994
C.P. Nelson 80,000(1) 2,206,397 Nil 60,000(1) Nil 1,136
120,000(2) 1,686,893
W.J. Winer Nil Nil Nil 65,000(1) Nil Nil
</Table>

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<Page>

(1) Lifeco Options granted pursuant to the Corporation's Stock Option Plan.
(2) Lifeco Contingent Options granted pursuant to the Corporation's Stock
Option Plan - these values assume that the financial targets will be
attained by GWL&A.
(3) Lifeco Special Options granted pursuant to the Corporation's Stock Option
Plan.

The following tables relate to benefits payable to the Named Executive Officers
by Great-West or by GWL&A.

R.L. McFeetors, Co-President and Chief Executive Officer of the Corporation and
President and Chief Executive Officer of Great-West is entitled to the benefits
shown in Pension Table #1 and has 33 years of service. W.T. McCallum,
Co-President and Chief Executive Officer of the Corporation and President and
Chief Executive Officer of GWL&A, D.L. Wooden, Executive Vice-President,
Financial Services of GWL&A, C.P. Nelson, President, BenefitsCorp, Inc. and W.J.
Winer, Senior Vice President, Employee Benefits of GWL&A are entitled to the
benefits shown in Pension Table #2 and have 36, 11, 18 and 1 years of service
respectively. Other optional forms of pension payment are available on an
actuarially equivalent basis.

PENSION TABLE #1 - CANADIAN EMPLOYEES' PENSION PLAN

<Table>
<Caption>
YEARS OF SERVICE
------------------------------------------------------------------
REMUNERATION ($) 15 20 25 30 35
- ----------------- ------ ------ ------ ------ ------

200,000 25,833 34,444 43,056 51,666 60,278
250,000 25,833 34,444 43,056 51,666 60,278
300,000 25,833 34,444 43,056 51,666 60,278
350,000 25,833 34,444 43,056 51,666 60,278
400,000 25,833 34,444 43,056 51,666 60,278
450,000 25,833 34,444 43,056 51,666 60,278
500,000 25,833 34,444 43,056 51,666 60,278
</Table>

The benefits shown in Pension Table #1 are payable upon the attainment of age
65, the normal retirement date, or age 62 with 30 years of service. Remuneration
is the average of the highest five years regular salary out of the last seven
years of employment. The pension is limited by the Revenue Canada maximum for
registered pension plans. The normal form of pension is payable for the lifetime
of the member, with a guarantee of a minimum of 60 months of payments. In the
event of the member's death after the guarantee period, a surviving spouse is
entitled to a lifetime pension equal to 50% of the member's pension. Other
optional forms of pension payment are available on an actuarially equivalent
basis. The benefits listed in the table are not subject to deduction for social
benefits or other offset amounts.

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<Page>

PENSION TABLE #2 - U.S. EXECUTIVE RETIREMENT BENEFITS

<Table>
<Caption>
YEARS OF SERVICE
-------------------------------------------------------------------------
REMUNERATION ($) 15 20 25 30 35
- ---------------- ------- ------- ------- ------- -------

400,000 120,000 160,000 200,000 240,000 240,000
500,000 150,000 200,000 250,000 300,000 300,000
600,000 180,000 240,000 300,000 360,000 360,000
700,000 210,000 280,000 350,000 420,000 420,000
800,000 240,000 320,000 400,000 480,000 480,000
900,000 270,000 360,000 450,000 540,000 540,000
1,000,000 300,000 400,000 500,000 600,000 600,000
</Table>

The amounts shown in Pension Table #2 are in U.S. dollars. For the Executive
Vice President, Financial Services of GWL&A, the President, BenefitsCorp, Inc.,
and the Senior Vice President, Employee Benefits of GWL&A, the benefits shown in
Pension Table #2 are payable upon the attainment of age 62, and remuneration is
the average of the highest 60 consecutive months of compensation during the last
84 months of employment. W.T. McCallum, Co-President and Chief Executive Officer
of the Corporation and the President and Chief Executive Officer of GWL&A, is
entitled, upon election, to receive the benefits shown in Pension Table #2, with
remuneration based on the average of the highest 36 consecutive months of
compensation during the last 84 months of employment. Compensation includes
salary and bonuses prior to any deferrals. The normal form of pension is a life
only annuity. Other optional forms of pension payment are available on an
actuarially equivalent basis. The benefits listed in the table are subject to
deduction for social security or other retirement benefits.

2. COMPOSITION OF THE COMPENSATION COMMITTEES

The Board of Directors of the Corporation acts as the compensation committee and
determines compensation for the executive officers of the Corporation. The
Canadian Executive Committee of the Board of Directors of Great-West and the
Executive Committee of the Board of Directors of GWL&A act as compensation
committees and determine compensation for the executive officers of Great-West
and GWL&A respectively. The following individuals served as the members of these
two Executive Committees during 2001.

GREAT-WEST GWL&A
CANADIAN EXECUTIVE COMMITTEE EXECUTIVE COMMITTEE
---------------------------- --------------------
R. Gratton, Chairman R. Gratton, Chairman
J.W. Burns J. Balog
O.T. Dackow J.W. Burns
A. Desmarais O.T. Dackow
P. Desmarais, Jr. A. Desmarais
C.H. Hollenberg P. Desmarais, Jr.
D. Johnson K.P. Kavanagh
K.P. Kavanagh W. Mackness
D.F. Mazankowski W.T. McCallum
R.L. McFeetors P.M. Pitfield
G.F. Osbaldeston M. Plessis-Belair
M. Plessis-Belair B.E. Walsh
G. St-Germain

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<Page>

O.T. Dackow, who was formerly the President and Chief Executive Officer of the
Corporation, is a director of the Corporation and is a member of the Canadian
Executive Committee of Great-West and of the Executive Committee of GWL&A. He
retired as President and Chief Executive Officer of Great-West in 1994. R.L.
McFeetors, Co-President and Chief Executive Officer of the Corporation and
President and Chief Executive Officer of Great-West, is a director of the
Corporation and is a member of the Canadian Executive Committee of Great-West.
W.T. McCallum, Co-President and Chief Executive Officer of the Corporation and
President and Chief Executive Officer of GWL&A, is a director of the Corporation
and is a member of the Executive Committee of GWL&A. These individuals
participate in executive compensation matters generally but are not present when
their own compensation is discussed or determined.

3. REPORT ON EXECUTIVE COMPENSATION

The executive compensation program adopted by the Corporation, Great-West and
GWL&A and applied to their executive officers (including the Named Executive
Officers) is designed to attract and retain qualified and experienced executives
who will contribute to the success of those companies. Executive officers are
motivated through the program to meet annual corporate performance goals and to
enhance long-term shareholder and policyholder value.

The executive compensation program consists of three components. Two components,
base salary and an annual incentive bonus program, are determined by the
Corporation, Great-West and GWL&A for their respective executive officers. For
the Named Executive Officers, equal emphasis is placed on these two components.
The third component is a long-term compensation component in the form of options
for Common Shares. This component is determined and administered by the Stock
Option Plan Administrative Committee of the Board of Directors of the
Corporation.

(a) BASE SALARY

Base salaries for the executive officers of the Corporation, Great-West and
GWL&A are set annually, having regard to the individual's job responsibilities,
experience and proven or expected performance. The base salary of each executive
officer is also reviewed periodically, and market adjustments are made based on
data gathered by the Corporation, Great-West and GWL&A or by independent
professional compensation consultants.

(b) ANNUAL INCENTIVE BONUS PROGRAM

To relate the compensation of the executive officers of Great-West and GWL&A
(including the Named Executive Officers) to the performance of those companies,
an annual incentive bonus program is provided. Bonus opportunity is expressed as
a percentage of base salary, with actual bonus amounts determined on the basis
of the following three elements:

(i) actual earnings of Great-West or GWL&A and/or a business unit
within them; and/or
(ii) other performance objectives of Great-West or GWL&A and/or a
business unit within them; and
(iii) the individual's personal performance.

These elements are designed to be integrated with Great-West's and GWL&A's
overall goals and initiatives.

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To provide a long-term component to the executive compensation program, certain
employees of the Corporation and of its affiliates, including the Named
Executive Officers, participate in the Corporation's Stock Option Plan. This
Plan was approved by the shareholders at the Corporation's annual meeting on
April 24, 1996. Prior to April 24, 1996 certain senior officers of the
Corporation, Great-West and GWL&A participated in the Power Financial Employee
Share Option Plan.

(d) CO-PRESIDENTS AND CHIEF EXECUTIVE OFFICERS' COMPENSATION

R.L. McFeetors and W.T. McCallum, the Co-Presidents and Chief Executive Officers
of the Corporation since April 27, 2000, did not receive any base salary or
annual incentive bonus from the Corporation in 2001 for serving in those
capacities.

(e) REPORT PRESENTED JOINTLY BY:

BOARD OF DIRECTORS
------------------
J.W. Burns, Chairman D.F. Mazankowski
G.S. Asper W.T. McCallum
O.T. Dackow R.L. McFeetors
A. Desmarais R.L. Moffat
P. Desmarais J.E.A. Nickerson
P. Desmarais, Jr. G.F. Osbaldeston
R. Gratton P.M. Pitfield
C.H. Hollenberg M. Plessis-Belair
D. Johnson H. Sanford Riley
K.P. Kavanagh G. St-Germain
J.B. MacAulay G. Veilleux

GREAT-WEST CANADIAN
EXECUTIVE COMMITTEE
- -------------------
R. Gratton, Chairman
J.W. Burns
O.T. Dackow
A. Desmarais
P. Desmarais, Jr.
C.H. Hollenberg
D. Johnson
K.P. Kavanagh
D.F. Mazankowski
R.L. McFeetors
G.F. Osbaldeston
M. Plessis-Belair
G. St-Germain

GWL&A
EXECUTIVE COMMITTEE
- -------------------
R. Gratton, Chairman
J. Balog
J.W. Burns
O.T. Dackow
A. Desmarais
P. Desmarais, Jr.
K.P. Kavanagh
W. Mackness
W.T. McCallum
P.M. Pitfield
M. Plessis-Belair
B.E. Walsh

4. FIVE YEAR TOTAL SHAREHOLDER RETURN COMPARISON

The following graph assumes that $100 was invested on December 31, 1996 in
Common Shares and in the TSE 300 Composite Index.

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[CHART]

CUMULATIVE VALUE OF A $100 INVESTMENT
ASSUMING REINVESTMENT OF DIVIDENDS

<Table>
<Caption>
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----

GWO 100.00 185.57 255.36 234.70 382.73 361.50
TSE 100.00 114.98 113.16 149.04 106.08 139.96
</Table>

5. COMPENSATION OF DIRECTORS

As stated, the directors of the Corporation do not receive any remuneration for
their services as directors of the Corporation. The following sets out
remuneration paid by Great-West to its directors during 2001.

Great-West paid an annual fee of $22,500 to each director. Great-West paid an
additional annual fee of $10,000 to the Chairman of each of the Audit Committee,
the Conduct Review Committee and the Corporate Management Committee, $20,000 to
the Chairman of each of the Canadian Investment and Credit Committee and the
United States Investment and Credit Committee, $25,000 to the Chairman of each
of the Canadian Executive Committee and the United States Executive Committee,
and $25,000 to the Chairman of the Board. Great-West also paid a meeting fee of
$1,500 to each director for each meeting of the Board of Directors or a
committee thereof attended. In addition, all directors were reimbursed for
incidental expenses. During 2001, Great-West established a Deferred Share Unit
Plan pursuant to which directors may elect to receive all or a part of their
remuneration in the form of notional deferred share units of the Corporation.
The value of the notional deferred share units will be paid by Great-West to
participating directors upon termination of their directorships.

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The directors of Great-West also served as directors of London Insurance Group
Inc. ("LIG") and London Life in 2001. The directors did not receive any
remuneration from LIG or London Life for their services as directors of those
companies. However, LIG and London Life reimbursed Great-West for a portion of
the fees and expenses paid by Great-West to its directors.

In 2001, the Corporation paid $200,000 to O.T. Dackow, a director of the
Corporation, for consulting services.

The above amounts were paid in the currency of the country of residence of the
director.

APPOINTMENT OF AUDITORS

Deloitte & Touche LLP or its predecessor firms have been the auditors of the
Corporation since its formation in 1986. It is proposed that Deloitte & Touche
LLP be reappointed at the Meeting, or at any adjournment thereof, as auditors of
the Corporation to hold office until the close of the next annual meeting of
shareholders. The reappointment of Deloitte & Touche LLP as auditors must be
approved by a majority of the votes cast at the Meeting.

ADDITIONAL INFORMATION

The Corporation will provide any person, upon request to the Vice-President,
Counsel and Secretary, Canada, 100 Osborne Street North, Winnipeg, Manitoba, R3C
3A5, with a copy of:

i) the Corporation's latest Annual Information Form, together with any
document, or the pertinent pages of any document, incorporated by reference
in the Annual Information Form;

ii) the comparative financial statements of the Corporation for its most
recently completed financial year, together with the accompanying report of
the auditor, and any interim financial statements subsequent to such annual
financial statements; and

iii) the management proxy circular of the Corporation in respect of its most
recent annual meeting of shareholders that involved the election of
directors.

The Corporation reserves the right to charge a reasonable fee if the request is
made by a person who is not a shareholder of the Corporation.

PROPOSALS

The Corporation must receive a proposal for any matter that a person entitled to
vote proposes to raise at next year's Annual Meeting on or before December 8,
2002.

APPROVAL OF MANAGEMENT PROXY CIRCULAR

The contents and the sending of this Management Proxy Circular have been
approved by the Board of Directors.

March 8, 2002
S.A. Wagar,
Vice-President, Counsel and
Secretary, Canada

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[E1131(01LIFECO)-02/02]

PRINTED IN CANADA

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