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                                                                     EXHIBIT 4.4

[LETTERHEAD OF LEBOEUF, LAMB, GREENE & MACRAE L.L.P.]


                                                     March 24, 2003


          RE: CONSENT OF LEGAL COUNSEL

          As independent United States 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 heading "Tax Considerations for Canada Life Shareholders -
United States 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/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.