Prospectus excerpt: The holders of the 3.65% Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series N (the “Series N First Preferred Shares”) of Great-West Lifeco Inc. (“Great-West Lifeco” or the “Corporation”) will be entitled to fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors for the initial period from and including the closing date of this offering to but excluding December 31, 2015 (the “Initial Fixed Rate Period”) payable quarterly on the last day of March, June, September and December in each year at an annual rate of $0.9125 per share. The initial dividend, if declared, will be payable on March 31, 2011 and will be $0.3200 per share, based on the anticipated closing date of this offering of Series N First Preferred Shares of November 23, 2010. See “Details of the Offering”.
For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of Series N First Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December in each year, in the amount per share per annum determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by Great-West Lifeco on the 30th day prior to the first day of such Subsequent Fixed Rate Period and will be equal to the sum of the Government of Canada Yield (as defined herein) on the date on which the Annual Fixed Dividend Rate is determined plus 1.30%. See “Details of the Offering”.