Great-West Lifeco in $1.0 Billion Common Shares Offering

Cleary Gottlieb acted as special U.S. counsel to Canadian issuer Great-West Lifeco Inc. (TSX: GWO) in its registered offering in Canada of $1.0 billion of common shares, with sales to qualified institutional buyers in the United States pursuant to Rule 144A. The deal closed on December 30, 2008.

Great-West Lifeco Inc. is a financial services holding company with interests in the life insurance, health insurance, retirement savings, investment management and reinsurance businesses.