Issue of Subordinated Debentures



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

    WINNIPEG, June 23, 2008 /CNW/ - Great-West Lifeco Inc. (Lifeco) today
announced that Lifeco and Great-West Lifeco Finance (Delaware) LP II (GWLP
II), an affiliated Delaware Limited Partnership, have entered into an
Underwriting Agreement with a syndicate jointly led by BMO Capital Markets,
Merrill Lynch Canada and RBC Capital Markets with respect to an offering by
GWLP II of CDN $500 million principal amount of fixed/floating rate
subordinated unsecured debentures due June 26, 2068. The obligations of GWLP
II under the subordinated debentures will be guaranteed by Lifeco on a
subordinated basis.
    The subordinated debentures will pay a fixed interest rate of 7.127% per
annum until June 26, 2018 and thereafter will pay a floating rate of interest
equal to 90-day Bankers' Acceptance Rate plus 3.78%. Interest payments on the
subordinated debentures may be deferred at any time at the option of GWLP II
for a period of up to 10 consecutive years, so long as the subordinated
debentures are not in default. The subordinated debentures are redeemable at
the option of GWLP II.
    GWLP II has filed a final short form prospectus with respect to the
offering. The offering is expected to close on June 26, 2008. The net proceeds
will be used by GWLP II to provide funding to Lifeco and its indirect and
direct subsidiaries for general corporate purposes in order to carry on their
business operations including the repayment of all or part of outstanding bank
    The subordinated debentures 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 have more than $398 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 Company action is also a
forward-looking statement. 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 listed in other
filings with securities regulators, including factors set out under "Risk
Management and Control Practices" in the Company's 2007 Annual Management's
Discussion and Analysis, which, along with other filings, is available for
review at 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:

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

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