GREAT-WEST LIFECO INC.

GREAT-WEST LIFECO INC.

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GREAT-WEST LIFECO INC.
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Great-West Lifeco Inc. Preferred Share Issue


    /NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
    UNITED STATES/

    Readers are referred to the cautionary note regarding Forward-Looking
    Information at the end of this release.

    TSX:GWO

    WINNIPEG, Nov. 6, 2008 /CNW/ - Great-West Lifeco Inc. (Lifeco or the
Company) has today entered into an agreement with a syndicate of underwriters
led by BMO Capital Markets and Scotia Capital Inc. under which the
underwriters have agreed to buy, on a bought deal basis, 8,000,000
Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series J (the "Series
J Shares") from Lifeco for sale to the public at a price of $25.00 per
Preferred Share, representing aggregate gross proceeds of $200 million.
    Lifeco has granted the underwriters an over-allotment option to purchase
an additional 1.2 million Series J Shares at the same offering price. Should
the underwriters' over-allotment option be fully exercised, the total gross
proceeds of the Series J Share offering will be $230 million.
    The Series J Shares will yield 6.00% per annum, payable quarterly, as and
when declared by the Board of Directors of the Company, for an initial period
ending December 31, 2013. On December 31, 2013 and on December 31 every five
years thereafter, the dividend rate will reset to be equal to the then current
five-year Government of Canada bond yield plus 3.07%. Holders of the Series J
Shares will have the right to convert their shares into Non-Cumulative
Floating Rate First Preferred Shares, Series K of the Company (the "Series K
Shares"), subject to certain conditions and the Company's right to redeem the
Series J Shares as described below, on December 31, 2013 and on December 31
every five years thereafter. Holders of the Series K Shares will be entitled
to receive a quarterly floating rate dividend, as and when declared by the
Board of Directors of the Company, equal to the three-month Government of
Canada Treasury Bill yield plus 3.07%. Holders of the Series K Shares may
convert their Series K Shares into Series J Shares, subject to certain
conditions and the Company's right to redeem the Series K Shares as described
below, on December 31, 2018 and on December 31 every five years thereafter.
    The Series J Shares will not be redeemable prior to December 31, 2013. On
December 31, 2013 and on December 31 every five years thereafter, the Company
may, subject to certain conditions, redeem all or any part of the Series J
Shares at a cash redemption price per share of $25.00 together with all
declared and unpaid dividends. The Company may redeem all or any part of the
Series K Shares at a cash redemption price per share of $25.00 together with
all declared and unpaid dividends in the case of redemptions on December 31,
2018 and on December 31 every five years thereafter or $25.50 together with
all declared and unpaid dividends in the case of redemptions on any other date
after December 31, 2013.
    The Series J Share offering is expected to close on November 27, 2008.
The net proceeds will be used for general corporate purposes to augment
Lifeco's current liquidity position.
    The securities offered have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any State in which such offer, solicitation or sale would be
unlawful.

    Great-West Lifeco Inc. (TSX:GWO) is a financial services holding company
with interests in the life insurance, health insurance, retirement savings,
investment management and reinsurance businesses. The Corporation has
operations in Canada, the United States, Europe and Asia through The
Great-West Life Assurance Company, London Life Insurance Company, The Canada
Life Assurance Company, Great-West Life & Annuity Insurance Company, and
Putnam Investments, LLC. Lifeco and its companies had, as of September 30,
2008, more than $356 billion in assets under administration and are members of
the Power Financial Corporation group of companies.

    Cautionary note regarding Forward-Looking Information

    This release contains some forward-looking statements about the Company,
including its business operations, strategy and expected financial performance
and condition. Forward-looking statements include statements that are
predictive in nature, depend upon or refer to future events or conditions, or
include words such as "expects", "anticipates", "intends", "plans",
"believes", "estimates" or negative versions thereof and similar expressions.
In addition, any statement that may be made concerning future financial
performance (including revenues, earnings or growth rates), ongoing business
strategies or prospects, and possible future action by the Company, including
statements made by the Company with respect to the expected benefits of
acquisitions or divestitures, are also forward-looking statements.
Forward-looking statements are based on current expectations and projections
about future events and are inherently subject to, among other things, risks,
uncertainties and assumptions about the Company, economic factors and the
financial services industry generally, including the insurance and mutual fund
industries. They are not guarantees of future performance, and actual events
and results could differ materially from those expressed or implied by
forward-looking statements made by the Company due to, but not limited to,
important factors such as sales levels, premium income, fee income, expense
levels, mortality experience, morbidity experience, policy lapse rates and
taxes, as well as general economic, political and market factors in North
America and internationally, interest and foreign exchange rates, global
equity and capital markets, business competition, technological change,
changes in government regulations, unexpected judicial or regulatory
proceedings, catastrophic events, and the Company's ability to complete
strategic transactions and integrate acquisitions. The reader is cautioned
that the foregoing list of important factors is not exhaustive, and there may
be other factors, including factors set out under "Risk Management and Control
Practices" in the Company's 2007 Annual Management's Discussion and Analysis,
and any listed in other filings with securities regulators, which are
available for review at www.sedar.com. The reader is also cautioned to
consider these and other factors carefully and to not place undue reliance on
forward-looking statements. Other than as specifically required by applicable
law, the Company has no intention to update any forward-looking statements
whether as a result of new information, future events or otherwise.

For further information: Marlene Klassen, APR, Assistant Vice-President,
Communication Services, (204) 946-7705


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