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                                                                     EXHIBIT 4.3

                      [Letterhead of McCarthy Tetrault LLP]


                                                    March 22, 2003

          RE: CONSENT OF LEGAL COUNSEL

          As independent Canadian legal counsel, we hereby consent to the use in
this Registration Statement on Form F-8 (the "Registration Statement") of
Great-West Lifeco Inc. (the "Company") relating to the issuance of common
shares, 4.80% Non-Cumulative First Preferred Shares, Series E and 5.90%
Non-Cumulative First Preferred Shares, Series F of the Company of our opinion
contained under the headings "Eligibility for Investment in Canada" and "Tax
Considerations for Canada Life Shareholders - Canadian Federal Income Tax
Considerations" in the Canada Life Financial Corporation Management Proxy
Circular, which is part of the Registration Statement.

          We further consent to all references to our firm included or
incorporated by reference in the Registration Statement.

                                   Very truly yours,

                                   /s/ McCarthy Tetrault LLP