Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - relief forofficers and directors of reporting issuer and its subsidiaries from the insidersreporting requirements with respect to the acquisition of securities under anautomatic share purchase plan, subject to certain conditions including annualreporting.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am. ss.1(1), 107, 108, 121(2)(a)(iii).

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am. PartVIII.

Policies Cited

Ontario Securities Commission Policy Statement No. 10.1.

Instruments Cited

Proposed National Instrument 55-101 - Exemption From Certain InsiderReporting Requirements (2000), 23 OSCB 4221.


IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA, BRITISH COLUMBIA, NEWFOUNDLAND AND ONTARIO

AND

IN THE MATTER OF THE
MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
CANADA LIFE FINANCIAL CORPORATION

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatory authority or regulator (the"Decision Maker") in each of Alberta, British Columbia, Newfoundland, and Ontario(the "Jurisdictions") has received an application from Canada Life FinancialCorporation (the "Applicant") for a decision pursuant to the securities legislation ofthe Jurisdictions (the "Legislation") that the requirement contained in the Legislationfor an insider of a reporting issuer to file insider reports (the "Insider ReportingRequirement") shall not apply to the insiders of the Applicant with respect to theiracquisition of common shares of the Applicant under the Applicant's EmployeeShare Purchase Plan (the "Plan"), subject to certain conditions;

AND WHEREAS pursuant to the Mutual Reliance Review System forExemptive Relief Applications (the "System"), the Ontario Securities Commissionis the principal regulator for this application;

AND WHEREAS the Applicant has represented to the Decision Makers that:

1. The Applicant is a life insurance company incorporated pursuant to the lawsof Canada in 1999 and governed by the Insurance Companies Act (Canada),S.C. 1991, c. 47, as amended. The authorized capital of the Applicantconsists of an unlimited number of common shares and one class of anunlimited number of preferred shares of which 160,441,498 common sharesare issued and outstanding.

2. The Applicant is a reporting issuer or the equivalent in each of theJurisdictions and is not in default of any requirements of the Legislation.The common shares of the Applicant are listed and posted for trading on theToronto Stock Exchange.

3. The Applicant's head office is located in Toronto, Ontario.

4. The Plan is an employee share purchase plan under which the timing ofshare acquisitions, the number of shares purchased, and the price paid forshares are established by procedures under the Plan. The Plan is an"automatic securities purchase plan" as such term is defined in proposedNational Instrument 55-101 - Exemption from Certain Insider ReportingRequirements (2000), 23 OSCB 4221.

5. Acquisitions of common shares under the Plan are made by an independentadministrator in the open market.

6. Plan participants may change the amount of their bi-weekly contributionstwice per year only, and give direction to sell shares held through the Planonce per year. The Plan does not provide participants with the option tomake lump sum contributions.

AND WHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the testcontained in the Legislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

IT IS HEREBY DECIDED by the Decision Makers under the Legislation thatthe Insider Reporting Requirement shall not apply to an insider of the Applicant withrespect to acquisitions of common shares of the Applicant pursuant to the Planprovided that:

1. The insider files a report disclosing, in the form prescribed for the InsiderReporting Requirement, all acquisitions of Common Shares under the Planthat have not previously been reported by or on behalf of the insider:

a. if any shares acquired under the Plan during a financial year aredisposed of or transferred during the financial year, within the timerequired by the Legislation for reporting the disposition or transfer;and

b. if any shares acquired under the Plan, either during a financial yearof the Applicant or following the last disposition or transfer in afinancial year, are not disposed of or transferred, within 90 days ofthe end of the financial year of the Applicant; and

2. The insider does not beneficially own, directly or indirectly, voting securitiesof the Applicant, or exercise control or direction over voting securities of theApplicant, or a combination of both, that carry more than 10 percent of thevoting rights attaching to all outstanding voting securities of the Applicant.

August 14th, 2000.

"Iva Vranic"