INDUSTRIAL-ALLIANCE LIFE INSURANCE COMPANY. FIRST QUARTER 2000 Consolidated Financial Statements (Non audited)

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1 INDUSTRIAL-ALLIANCE LIFE INSURANCE COMPANY FIRST QUARTER 2000 Consolidated Financial Statements (Non audited) March 31,2000

2 TABLE OF CONTENTS CONSOLIDATED INCOME 2 CONSOLIDATED CONTINUITY OF EQUITY 3 CONSOLIDATED BALANCE SHEETS 4,5 CONSOLIDATED CASH FLOWS 6 CONSOLIDATED FINANCIAL STATEMENTS OF THE SEGREGATED FUNDS

3 2 INDUSTRIAL-ALLIANCE LIFE INSURANCE COMPANY CONSOLIDATED INCOME Three months Pro ended March 31 forma REVENUES Insurance and annuity premiums (note 4) $ 621,816 $ 525,699 $ 525,699 Investment income (note 5) 192, , ,174 Fees and other 20,500 15,261 15, , , ,134 OPERATING EXPENSES Increase (decrease) in provisions for future policy benefits ( 1,328,104 ) 52,746 52,746 Claims incurred 359, , ,398 Net transfer to segregated funds 1,639, , ,733 Interest on amounts on deposit 2,408 1,411 1,411 Experience refunds ( 2,117 ) 1,692 1,692 Commissions 61,664 55,377 55,377 Premium taxes 5,529 5,319 5,319 General expenses 48,918 46,042 46,567 Net financing expenses 3,724 4,639 4, , , ,882 NET INCOME BEFORE INCOME TAXES AND DIVIDENDS TO POLICYOWNERS 43,040 26,777 26,252 Dividends to policyowners ( 7,729 ) ( 6,742 ) ( 6,742 ) Income taxes (note 6) ( 13,700 ) ( 7,641 ) ( 7,444 ) NET INCOME FOR THE PERIOD $ 21,611 $ 12,394 $ 12,066 Represented by: Net income attributable to shareholders $ 20,240 $ 12,394 $ 10,939 Net income attributable to participating policies $ 1,371 $ --- $ 1,127 Net income as share capital company $ 12,034 $ --- $ --- Net income as mutual company $ 9,577 $ 12,394 $ 12,066

4 3 INDUSTRIAL-ALLIANCE LIFE INSURANCE COMPANY CONSOLIDATED CONTINUITY OF EQUITY Three months ended March PREFERRED EQUITY SECURITIES (note 20) $ 75,000 $ 75,000 Conversion into preferred shares ( 75,000 ) ,000 POLICYOWNERS EQUITY Surplus at beginning 647, ,566 Charges in relation to the conversion ( 13,954 ) --- Reclassification to the participating policyowners account ( 42,088 ) --- Change in accounting policies (note 3) ( 21,344 ) --- Dividends on preferred equity securities --- ( 90 ) Transfer to common shares ( 570,435 ) Net income for the period ,394 Surplus at end ,870 Currency translation account 5,543 12,667 Transfer to equity ( 5,543 ) ,667 $ --- $ 670,537 EQUITY Currency translation account $ 5,543 $ --- Capital-stock Preferred shares 75, Common shares 379, Retained earnings at beginning Transfer from policyowners equity 229, Net income attributable to shareholders 20, Dividends ( 186 ) --- Retained earnings at end 249, $ 708,917 $ ---

5 4 INDUSTRIAL-ALLIANCE LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEET As at March 31 Pro forma (unaudited ASSETS INVESTMENTS Bonds (notes 8 and 10) $ 3,632,530 $ 4,112,488 $ 4,112,488 Stocks and equity indices (note 8) 665, , ,982 Mortgage loans (notes 8 and 11) 2,780,581 3,245,264 3,245,264 Real estate (notes 8 and 12) 387, , ,870 Policy loans 144, , ,890 Short-term investments and cash 335, , ,435 Investment fund (note 13) 60,584 60,000 60,000 8,006,057 8,924,929 8,924,929 OTHER ASSETS Investment income receivable 79,412 90,801 90,801 Fixed assets (note 14) 31,535 31,282 31,282 Amounts receivable 160, , ,900 Goodwill 48,462 56,226 56,226 Miscellaneous 47,720 47,351 47, , , ,560 GENERAL FUNDS ASSETS 8,373,742 9,258,489 9,258,489 SEGREGATED FUNDS ASSETS 4,997,117 3,002,156 3,002,156 $ 13,370,859 $ 12,260,645 $ 12,260,645

6 5 INDUSTRIAL-ALLIANCE LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEET As at March 31 Pro forma (unaudited LIABILITIES ACTUARIAL LIABILITIES (note 16) Provisions for future policy benefits $ 6,372,971 $ 7,355,390 $ 7,355,390 Provisions for dividends to policyowners and experience refunds 24,483 42,392 42,392 Provisions for policy benefits in process of payment 92,030 88,497 88,497 Premiums paid in advance and amounts on deposit 187, , ,633 6,676,939 7,665,912 7,665,912 OTHER LIABILITIES Unearned premiums 4,803 28,188 28,188 Other contractual liabilities 2,212 22,402 17,442 Mortgage debt (note 17) 25,695 33,003 33,003 Accounts payable (note 3) 168, , ,322 Future income tax liability (note 6) 125, , ,578 Bank overdraft and loan 28,409 67,168 67,168 Miscellaneous 17,354 6,217 6, , , ,918 Deferred credits (note 18) 380, , ,162 Subordinated debentures (note 19) 185, , ,000 Participating policyowners account 49, ,174 EQUITY Currency translation account 5,543 12,667 12,667 Preferred equity securities (note 20) , Capital-stock (note 21) 454, ,181 Retained earnings (note 7) 249, ,475 Surplus , , , ,323 GENERAL FUNDS LIABILITIES AND EQUITY 8,373,742 9,258,489 9,258,489 SEGREGATED FUNDS LIABILITIES 4,997,117 3,002,156 3,002,156 $ 13,370,859 $ 12,260,645 $ 12,260,645

7 CONSOLIDATED CASH FLOW STATEMENT CASH FLOWS RELATED TO THE FOLLOWING ACTIVITIES: Three months ended March OPERATING Net income for the period $ 21,611 $ 12,394 Items not affecting cash and cash equivalents Increase (decrease) in policy liabilities ( 16,500 ) 67,833 Net gain on sale of investments and increase in value accounted for ( 37,499 ) ( 19,249 ) Future income taxes 2, Other 2,220 ( 1,322 ) ( 27,989 ) 59,909 Changes in non-cash operating working capital items ( 77,135 ) ( 23,390 ) ( 105,124 ) 36,519 INVESTING Business acquisition including subordinated debentures --- ( 258,430 ) Cash resulting from business acquisition ,991 Net disposition (acquisition) of bonds 92,563 ( 45,758 ) Net sale (acquisition) of stocks and equity indices ( 6,641 ) 42,945 Net decrease in mortgage loans 1,135 28,292 Net reduction to real estate and fixed assets 5,316 5,162 Net increase in policy loans ( 24,393 ) ( 9,908 ) 67,980 ( 161,706 ) FINANCING Issue of capital-stock and preferred equity securities 377,311 75,000 Dividends ( 186 ) ( 90 ) Decrease in mortgage debt ( 13,012 ) ( 119 ) Payment to policyholders following demutualization ( 339,420 ) --- Issue of subordinated debentures ,000 24, ,791 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 12,451 ) 24,604 CASH AND CASH EQUIVALENTS AT BEGINNING 319, ,663 CASH AND CASH EQUIVALENTS AT END $ 307,273 $ 353,267 Cash and cash equivalents are made up of short-term investments and cash less bank overdraft and loan.

8 7 INDUSTRIAL-ALLIANCE LIFE INSURANCE COMPANY CONSOLIDATED FINANCIAL STATEMENTS OF SEGREGATED FUNDS As at March 31 CONSOLIDATED STATEMENTS OF NET ASSETS OF THE SEGREGATED FUNDS ASSETS (at market value) Stocks $ 1,529,405 $ 1,280,159 Bonds 1,570, ,656 Mutual funds 993, ,500 Mortgage loans and securities 604,777 68,603 Short-term investments and cash 253, ,122 Accounts receivable 12,767 12,591 Investment income due and accrued 32,685 19,525 4,997,117 3,002,156 LIABILITIES Accounts payable 17,629 9,655 NET ASSETS (AT MARKET VALUE) $ 4,979,488 $ 2,992,501 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS OF THE SEGREGATED FUNDS Three months ended March Net value as at January 1 $ 3,382,295 $ 2,534,526 Increase resulting from business acquisition ,763 Unit issue 1,960, ,130 Investment income 30,930 21,598 Net gain (loss) upon realization of investments 56,946 ( 5,467 ) Unrealized capital gain for the period 24,688 25,828 5,455,259 3,287,378 Unit redemption 457, ,301 Operating expenses 18,036 14, , ,877 Net value as at March 31 $ 4,979,488 $ 2,992,501

9 8 1. STATUS AND NATURE OF ACTIVITIES The company, a life insurance company incorporated under An Act respecting insurance (Québec), constitutes, with its subsidiaries (the Group ), a group of companies engaged mainly in the development, commercialization and distribution of insurance and annuity products. The operations of the life insurance line of business extend throughout Canada, and certain regions in the western United States, while the general insurance operations are concentrated in Quebec. On February 10, 2000, the company obtained letters patent of conversion changing its status as a mutual insurance company to that of a capital-stock insurance company and has completed an intial public offering. 2. ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with generally accepted accounting principles in Canada and maintain principles particular to each of the entities included in the consolidation, namely: life insurance companies; general insurance companies. These principles are as follows: Consolidation principles Ownership interest, other than portfolio investments in common and preferred stocks, are recorded using the following methods: the accounts of the subsidiaries are consolidated; the accounts of the joint ventures are consolidated on a proportionate basis. Matching of assets to liabilities To properly manage the risks of interest rate fluctuations and fund availability, the Company maintains a system to match its assets to its actuarial liabilities and long-term debt, hedges its liabilities until they expire and uses derivative products as complementary management tools. Consequently, assets are chosen on the basis of amount, cash flow and return in order to correspond to the characteristics of the hedged liabilities. The accounting policies for derivative financial instruments used for hedging correspond to those used for the underlying hedged position. Therefore, any change in market value of the asset held for hedging purposes will have little impact on the financial position of the Company and on its ability to honour its obligations. Finally, in the evaluation of its actuarial liabilities, as described in note 16 below, the Company takes into account the level of matching reached between assets and liabilities. Credit risk The Company maintains provisions for credit losses, including losses of principal and interest on bonds, mortgage loans and real estate acquired by foreclosure. Provisions for credit losses consist of specific provisions for loans and debt considered to be impaired and a general provision for other future potential credit losses. The carrying value of loans and debt securities considered by the Company to be impaired is reduced by specific provisions to the value estimated to be realizable in the normal course of operations. A loan is considered to be impaired, when if, as a result of a deterioration in credit quality, there is no longer reasonable assurance of timely collection of the full amount of principal and interest. Any loan on which contractual payments are in arrears for 90 days or more is assumed to be impaired. In addition, the Company considers other factors in determining if a loan is impaired including the overall credit quality of the borrower and the fair value of the property given as security. A general provision, included as a component of actuarial liabilities, is made for other potential future losses on loans and debt securities.

10 9 2. ACCOUNTING POLICIES (continued) Bonds Bonds are recorded at cost, adjusted for amortization of premiums and discounts and a provision for contingent losses. Gains and losses realized on the sale of such securities by the life insurance companies are deferred and gradually amortized to income over the remaining term of the securities sold, up to a maximum of 20 years. Gains and losses on securities held by other companies in the Group are recorded directly in the income statement. Permanent declines in value are taken into account when recognized and are charged to operations of that year. Stocks and equity indices Stocks and equity indices held in the life insurance companies' portfolios include increases or decreases in value under the moving average market value method using a 15% annual rate. Realized gains and losses on the sale of such stocks are deferred and amortized to income using the diminishing balance method at the annual rate of 15%. Stocks held to cover certain specific commitments are recorded at market value and any variation is recorded directly in the income statement. Stocks held by other companies in the Group are recorded at cost; gains and losses realized on the sale of such stocks are recorded directly in the income statement. Mortgage loans Mortgage loans are presented at the amount of the principal balance receivable net of a provision for contingent losses and unamortized premiums and discounts. Restructured mortgage loans are also adjusted for unamortized discounts representing interest concessions. Realized gains and losses on the sale of such loans by the life insurance companies are deferred and gradually amortized to income over the remaining life of the loans sold. Those realized by other companies in the Group are recorded directly in the income statement. Real estate The value of real estate held for investment by the life insurance companies is based on market value, which is determined every three years. The increase or decrease in value is recognized using the moving average market value method using a 10% annual rate. Gains and losses realized on the sale of these investments are deferred and amortized to income using the diminishing balance method at the annual rate of 10%. Real estate acquired as settlement of loans is recorded at the lower estimated net realizable value and the outstanding balance of the loan. Realized gains and losses on the sale of these investments are charged directly in the income statement. Real estate held by other companies in the Group is recorded at cost.

11 10 2. ACCOUNTING POLICIES (continued) Policy loans Policy loans are recorded at the amount of the outstanding balance and are fully covered by the cash surrender value of insurance policies. Investment fund The investment fund consists of accrued revenues, receivables from decline in value and investment securities used as the main basis to calculate variable interest on the subordinated debenture of $60,000. Investment securities are recorded at market value. Any increase or decrease in value and gains and losses realized on the sale of such securities are applied directly to operations for the year in which they occur. Fixed assets Fixed assets, consisting mainly of leasehold improvements to real estate held for investment purposes and office furniture and equipment, are recorded at historical cost less accumulated depreciation and amortization. They are principally depreciated under the straight-line method over their estimated useful lives or the original term of their related lease agreements. Goodwill Goodwill is represented by the excess cost of the subsidiaries stocks over the book value of the net assets acquired and is amortized using the straight-line method over periods not exceeding 20 years. Goodwill is written down to its fair value when there has been a permanent decline in value based on forecast investment returns. Segregated funds Funds from certain group or individual pension plans issued by the life insurance companies are invested in separate portfolios at the option of the policyholder. The total value of these additional assets, managed by the Company but not included in the general fund, is recorded at market value. Provisions for future policy benefits Provisions for future policy benefits represent the amount which, together with future premiums and investment income, provide for all commitments under contracts in force. These provisions are established using the policy premium method. These provisions are calculated based on assumptions that are regularly tested and, if need be, modified to reflect changes in plan experience. Contingent liabilities In the ordinary course of business, the Company has a number of outstanding lawsuits. The relative aggregate liability, expected as presenting no adverse important effect on the consolidated financial position of the Company, is taken into account at the conclusion of the concerned cases.

12 11 2. ACCOUNTING POLICIES (continued) Income taxes The Company uses the future income taxes method according to which the income taxes related to its operations are entered during the year in which these operations were recorded for accounting purposes, regardless of when they are taken into account for tax purposes. The tax rate used to evaluate the future income tax assets or liabilities corresponds to the rate in effect on the balance sheet dates. In addition to income taxes, charges to operations include the tax on capital imposed on financial institutions, the large corporations tax and the investment income tax. As a result, the charge to the income statement differs from the charge that would otherwise be obtained at statutory rates. Foreign currencies Assets and liabilities denominated in foreign currency are translated into Canadian dollars at the yearend exchange rate while revenues and expenses are translated at the rate of exchange in effect on the dates when they occur. Gains and losses resulting from translation of balance sheet items related to activities maintained outside Canada are recorded in the Currency translation account, a component of equity, whereas those related to operations are included in the statement of income. Insurance and annuity premiums Insurance premiums are made up of the amounts received on contracts in force less the share ceded to reinsurers for insuring a part of the risk. Annuity premiums represent the total amounts received on annuity policies in force. Investment income Investment income is shown net of related expenses. Net transfer to segregated funds Net transfer to segregated funds represents the total amount transferred from the general funds to segregated funds less the total amount transferred from the segregated funds to the general funds. Pension plans The Company maintains several retirement plans, including defined benefit and defined contribution plans, for its employees. Pension costs related to current service are charged to income as services are rendered. Variations between plan experience and actuarial estimates as well as past service costs, if any, are amortized to income over the estimated average remaining service lives of the employee groups covered by the plan. Cash flow In accordance with the new recommendations by the Canadian Institute of Chartered Accountants, the Company is presenting information on the cash flows by replacing the statement of changes in the financial position. Under the new recommendations, the non-cash transactions are excluded from the statement of cash flows. Cash equivalents are limited to investments that are easily convertible into a known cash amount whose value does not risk changing significantly and whose original maturity is generally three months or less. The adoption of the new standards had no impact on the previous year's cash and cash equivalents.

13 12 3. CHANGE IN ACCOUNTING POLICY On January 1, 2000, the company adopted the new CICA rules relating to employee future benefits. Under these rules, the cost of retirement benefits and certain post-retirement benefits are recognized over the periods in which employees rendered services to the entity in return for the benefits. The implementation of these new rules has been applied retroactively with no restatement of prior years' financial statements. As a result of this change, accounts payable increased by $34,856 offset by a $13,512 reduction in future income tax liability and a $21,344 in retained earnings. The net profit for the period was reduced by $1,580 due to the implementation of these new rules. 4. INSURANCE AND ANNUITY PREMIUMS TOTAL PREMIUMS Insurance $ 229,510 $ 201,263 Annuities 389, ,465 General insurance 2,372 12,971 $ 621,816 $ 525,699 General funds $ 424,421 $ 366,599 Segregated funds $ 197,395 $ 159, INVESTMENT INCOME Bonds $ 81,660 $ 76,252 Mortgage loans 62,532 62,600 Real estate 7,048 3,939 Stocks and equity indices 3,995 4,471 Short-term investments 6,406 5,115 Increase in market value 15, Amortization of deferred gains 14,372 12,544 Other 5,335 4, , ,874 Provision for credit losses --- ( 297 ) Investment charges ( 4,256 ) ( 4,403 ) $ 192,197 $ 165,174

14 13 6. INCOME TAXES Income taxes charged to the statement of income reflect a lower effective tax rate than combined federal and provincial tax rate due to the following items: Provision based on the combined rate $ 13,615 $ 7,883 Non-taxable income ( 2,593 ) ( 3,102 ) Reduction in tax rate applied to future taxe liability ( 381 ) --- Investment income tax 2,219 1,660 Large corporations and financial institutions taxes 840 1,200 Total taxes charged to operations are divided as follows: $ 13,700 $ 7,641 Future income taxes $ 2,179 $ 253 Income taxes payable 11,521 7,388 The future tax liability presented on the balance sheet is related to the temporary differences on the principal following items: $ 13,700 $ 7,641 Actuarial liabilities $ 114,623 $ 120,583 Real estate 48,203 47,798 Stocks and other ( 36,913 ) ( 38,803 ) $ 125,913 $ 129, RETAINED EARNINGS To conform to Quebec statutory requirements with respect to provisions for future policy benefits, an amount of $128,359 ($125,258 in 1999) of the retained earnings is appropriated.

15 14 8. INVESTMENTS Book value Bonds $ 3,632,530 $ 4,112,488 Stocks and equity indices 665, ,982 Mortgage loans 2,780,581 3,245,264 Real estate held for investment 371, ,328 Real estate acquired to settle loans 15,381 19,542 $ 7,465,294 $ 8,305,604 Market value Bonds $ 4,144,721 $ 4,978,550 Stocks and equity indices 701, ,553 Mortgage loans 2,774,042 3,332,313 Real estate held for investment 390, ,979 Real estate acquired to settle loans 16,890 22,473 $ 8,027,866 $ 9,289, NON-PERFORMING ASSETS AND PROVISIONS FOR CREDIT LOSSES Non-performing assets Bonds and mortgage loans three or more months in arrears, as well as restructured loans and other investment securities in default are considered to be non-performing assets. These investments, net of related provisions, are as follows: Bonds $ --- $ 4,576 Conventional mortgage loans 3,895 10,484 Real estate acquired to settle loans 15,381 19,542 $ 19,276 $ 34,602 Provision for credit losses Total provisions, including impairments in value of restructured loans, are as follows: Bonds $ --- $ 2,105 Conventional mortgage loans 2,080 2,732 Real estate acquired to settle loans 6,720 8,902 Other 4,434 2,250 $ 13,234 $ 15,989

16 BONDS Breakdown of bonds by credit rating and category of issuer: Credit rating A and higher $ 3,322,244 $ 3,790,695 BBB 306, ,583 BB and lower 3,997 8,210 $ 3,632,530 $ 4,112,488 Category of issuer Governments or guaranteed by them $ 1,890,297 $ 2,102,107 Municipalities 64,599 80,103 Corporations 1,677,634 1,930,278 $ 3,632,530 $ 4,112, MORTGAGE LOANS Breakdown of mortgage loans by category and type of property: Insured mortgages Residential $ 350,416 $ 362,739 Multi-residential 691, ,159 Commercial 5,300 12,108 1,047,678 1,272,006 Conventional mortgages Residential 183, ,191 Multi-residential 669, ,018 Commercial 879, ,049 1,732,903 1,973,258 $ 2,780,581 $ 3,245,264

17 REAL ESTATE Breakdown of real estate by category and type of property: Real estate held for investment Office $ 249,075 $ 234,572 Retail 73,016 61,744 Residential 22,601 17,076 Industrial 12,793 12,962 Land 14,239 14, , ,328 Real estate acquired to settle loans Residential 917 2,025 Multi residential 5,549 5,345 Commercial 8,915 12,172 15,381 19,542 $ 387,105 $ 360, INVESTMENT FUND Investment securities (at market value) $ 31,098 $ 54,803 Account receivable and accrued revenue 29,486 5,197 $ 60,584 $ 60, FIXED ASSETS Cost Accumulated Net value depreciation Leasehold improvements $ 30,496 $ 16,824 $ 13,672 $ 12,295 Furniture and equipment 45,112 27,249 17,863 18,987 $ 75,608 $44,073 $ 31,535 $ 31,282

18 MISCELLANEOUS ASSETS Deferred expenses $ 22,788 $ 27,007 Deferred pension costs 12,298 12,745 Other 12,634 7,599 $ 47,720 $ 47, ACTUARIAL LIABILITIES Actuarial liabilities represent the amounts which, together with estimated future premiums and investment income, will be sufficient to pay estimated future benefits, dividends and expenses on policies in force. Actuarial liabilities are determined using generally accepted actuarial practices according to standards established by the Canadian Institute of Actuaries. The composition of the Company s actuarial liabilities and the corresponding assets are as follows: 2000 Individual Group Actuarial liabilities Life & Health Annuities Life & Health Annuities Total Canada 2,267,951 1,687, ,367 1,757,941 6,317,732 Outside Canada 131, , ,207 Total 2,399,420 1,914, ,457 1,758,338 6,676,939 Assets backing liabilities Bonds and other fixed-interest securities 1,472, , ,967 1,029,899 3,425,566 Mortgages 400,181 1,188, , ,204 2,428,833 Stocks and equity indices 288,372 15,630 45,671 35, ,020 Real estate 59,602 20, , ,329 Policy loans 98,754 46, ,573 Other 80,284 1, ,618 Total 2,399,420 1,914, ,457 1,758,338 6,676, Individual Group Actuarial liabilities Life & Health Annuities Life & Health Annuities Total Canada 1,971,653 1,904, ,630 2,797,564 7,251,663 Outside Canada 152, , , ,249 Total 2,123,982 2,164, ,665 2,799,472 7,665,912 Assets backing liabilities Bonds and other fixed-interest securities 1,251, , ,970 1,600,338 3,890,399 Mortgages 461,344 1,303, ,374 1,034,562 3,069,731 Stocks and equity indices 259,096 16,905 49,200 44, ,287 Real estate 54,216 20, , ,395 Policy loans 97,571 41, ,437 Other ,477 3,663 Total 2,123,982 2,164, ,665 2,799,472 7,665,912

19 ACTUARIAL LIABILITIES (continued) The market value of assets backing liabilities represents some $7.1 billion as at March 31, 2000 ($8.5 billion in 1999). This value cannot be compared to the amount of actuarial liabilities since this amount would also increase if the said actuarial liabilities were evaluated on a market value basis. ASSUMPTIONS Assumptions used in the computation of actuarial liabilities are based on the actuary s best estimate with respect to mortality, morbidity, lapse, investment returns, operating expenses, inflation, dividends to policyowners and income taxes. These assumptions cover the lifetime of the policies being valued. The following methods were used to establish the most significant assumptions: Mortality With respect to individual life insurance, the mortality rates are based on the Company s experience of the last few years. The assumption used with respect to annuities is based on a combination of the Company s most recent experience and the industry s recent experience published by the Canadian Institute of Actuaries. Moreover, the assumption used incorporates a gradual improvement in the future level of mortality. Morbidity The assumption is based on the results obtained by the Company and the industry over long periods. Return on investments The Company maintains assets that cover the actuarial liabilities. The cash flows from these assets invested at rates established according to the expected returns from the financial markets and the Company s investment policy allow us to estimate future investment income. The Company s financial position may be affected by the level of interest rates. If the cash flows cannot be invested at a sufficient rate, the Company s future profitability could be affected. If the cash flows resulting from assets supporting the liabilities do not match the timing and amount of the policy obligations, the Company may be obligated to liquidate certain assets. As is indicated in the Matching of assets to the liabilities section in note 2, the Company maintains a strict matching of its assets with its actuarial liabilities to reduce the risk of interest rate fluctuations. Consequently, for all securities matched to the liabilities, the difference in duration was 0.12 years at the end of the period (0.14 years in 1999). Moreover, the calculation of the return on investments was determined by incorporating a credit risk assumption, with respect to assets, which is in line with our recent experience. To improve the return on very long-term investments, the Company has chosen to diversify them according to the various asset classes. Also, additional equity will be purchased to back a portion of the long-term actuarial liabilities. Currently, the amount of this equity investment represents less than 2% of the Company s total actuarial liabilities (3% in 1999).

20 ACTUARIAL LIABILITIES (continued) Income taxes The actuarial liabilities were established to be coherent with the use of the liability method. Accordingly, actuarial liabilities are reduced by an amount of $73,095 ($30,391 in 1999) to reflect the investment income related to assets held to offset future income tax liabilities. Expenses Policy maintenance expenses were calculated using internal studies of the distribution of the Company s expected costs for the current year, with inflation adjustment for future years. Lapses Expected lapse rate assumptions for individual insurance are based on results from the Company s annual lapse experience studies. With respect to lapse-supported products, the lapse assumptions are consistent with the Canadian Institute of Actuaries minimum standards with respect to this category of policies. Provision for adverse deviation A provision for adverse deviation has been added to each of the assumptions to recognize the uncertainty surrounding the establishment of best estimates, to take into account the possible deterioration of the experience and to provide better assurance that the actuarial liabilities will be sufficient enough to pay future benefits. Reinsurance In the normal course of business, the Company uses reinsurance to limit its risk on every life insured. For Industrial-Alliance, the risk is generally limited to $500, National Life to $400 ($100 for policies sold in 1999) and North West of Canada to $500 (US$ 250 for US business). The Company also has reinsurance agreements covering the financial losses arising from multiple claims due to catastrophic events affecting several lives insured. CHANGES IN ACTUARIAL LIABILITIES Actuarial liabilities at the beginning of the year $ 8,025,055 $ 6,777,758 Increase resulting from business acquisition ,738 CMA Transfer ( 1,375,167 ) --- Impact of the changes in assumptions --- ( 2,850 ) Normal changes 27,051 61,266 Actuarial liabilities at the end of the year $ 6,676,939 $ 7,665, MORTGAGE DEBT Mortgage loans, at various rates up to %, repayable through to 2002 $ 25,695 $ 33,003

21 DEFERRED CREDITS Deferred credits represent the unamortized portion of gains and losses realized on the sale of real estate and investment securities. These deferred credits are divided as follows: Related to actuarial liabilities Bonds $ 262,788 $ 229,675 Stocks and equity indices 18,922 12,590 Mortgage loans 9,811 11,770 Real estate 8,724 11, , ,125 Related to equity Bonds 27,097 28,966 Stocks and equity indices 52,544 48,419 Mortgage loans Real estate ,062 78,037 $ 380,307 $ 343, SUBORDINATED DEBENTURES Subordinated debenture bearing basic interest of 1.25% (1.75% in 1998) and variable interest tied primarily to the return on the investment fund redeemable at the option of the Company beginning in February 2004 or repayable on maturity in 2010 $ 60,000 $ 60,000 Series 2 subordinated debenture, bearing interest of 8.40%, redeemable at the option of the Company beginning in June 2001 or repayable on maturity in ,000 50,000 Series 3 subordinated debenture, bearing basic interest of 6.25% plus variable interest of no more than 5.25% under certain conditions redeemable at the option of the Company beginning in February 2004 or repayable on maturity in ,000 75,000 $ 185,000 $ 185,000

22 PREFERRED EQUITY SECURITIES Preferred equity securities at $25 each, with a non-cumulative dividend of 1% for five years, to be subsequently revised at a rate that will be based on market prices. These securities have been converted into series 1 preferred shares at the moment of demutualization. 21. CAPITAL-STOCKS Common shares 100,000,000 common shares without par value, with voting right, issuable at a global value not exceeding one billion of dollars Preferred shares 10,000,000 preferred shares with a par value of $25 each, without voting right, with a non-cumulative dividend of 1% for five years, to be subsequently revised at a rate that will be based on market prices, issuable in series with equal ranking as for dividend and capital: 3,000,000 Series 1 preferred shares, redeemable at the issuing value at the company's option under certain conditions including approval by Inspector General of Financial Institutions, convertible at the option of the holder over a period of 4 years starting in 2001 in series 2 preferred shares or in common shares at 95% of the market value of these shares 3,000,000 Series 2 preferred shares, issuable for the sole purpose of conversion of series 1 preferred shares, redeemable at the option of the company at the issuing value increase by a 5.26% premium under certain conditions including the necessity to proceed to the issue of series 3 preferred shares 3,000,000 Series 3 preferred shares, redeemable after 5 years of their issue subject to the approval by Inspector General of Financial Institution or convertible in common shares at their market value. Subscribed capital Common shares Shares issued under the initial public offering Number of shares Amount 21,575,000 $ 339,806 Shares issued to the policyowners on demutualization 13,495, Shares subscribed by the Underwriters under the Over-Allotment option 2,500,000 39,375 Balance at the end of the period 37,570, ,181 Preferred shares Series 1 preferred shares, issued in compensation of preferred equity securities 3,000,000 75,000 Total Capital-stock $ 454,181

23 ACQUISITION OF BUSINESS On January 6, 1999, the Company entered into an agreement, effective January 1, 1999, to acquire the Canadian business of Seaboard, a life insurance company. This acquisition, at a purchase price of $201,764, in cash, resulted in the recording of $32,316 in goodwill. This amalgamation is accounted for under the purchase method, so that the value of certain assets acquired and liabilities assumed are revised according to the cost determined by the Company. The assets acquired and liabilities assumed by the purchaser are as follows: Assets acquired Bonds $ --- $ 287,732 Mortgage loans ,331 Stocks ,083 Real estate ,892 Other investments ,008 Other assets , ,163,037 Liabilities assumed Actuarial liabilities ,816 Other liabilities ,033 Deferred credits ,740 Subordinated debentures , ,589 Net assets acquired ,448 Goodwill ,316 Purchase price $ --- $ 201, PENSION PLANS According to the actuarial valuations updated at December 31 of each year, the financial position of the pension plans is as follows: Present value of accrued pension benefits $ 142,050 $ 153,639 Market value of net pension fund assets $ 198,938 $ 210,140 In August 1999, the Company declared that it was upgrading the benefits of its pension plans effective January 1, 2000.

24 OFF-BALANCE SHEET FINANCIAL INSTRUMENTS As indicated in the Matching of assets to liabilities section in Note 2 and in the normal course of managing exposure to fluctuations in interest rates and market values, the Company is an end user of derivative financial instruments. The following table summarizes the Company s derivative portfolio, the fair value and related credit exposure. Equity contracts As at March 31, 2000 Forward rate agreements Interest rate futures Total contracts Notional amount by term to maturity Less than 1 year 201,152 43,203 29, ,748 1 to 5 years ,970 45,855 63,825 Over 5 years , ,467 Total 201,152 77,640 75, ,040 Fair value 468 (1,218) ( 592) (1,342) Credit exposure risk Maximum credit risk 2, ,572 Potential future credit exposure 12,069 2, ,559 Credit equivalent amount 14,805 3, ,131 Equity contracts As at March 31, 1999 Forward rate agreements Interest rate futures Total contracts Notional amount by term to maturity Less than 1 year 28,302 4, ,201 1 to 5 years --- 5, ,074 Over 5 years , ,225 Total 28,302 40, ,500 Fair value 45 (2,475) --- (2,430) Credit exposure risk Maximum credit risk Potential future credit exposure 1,698 1, ,387 Credit equivalent amount 1,817 1, ,506 The notional amount represents the amount to which a rate or price is applied to determine the cash flows to be exchanged and does not represent direct credit exposure. Maximum credit risk is the estimated cost of replacing all derivative contracts which have a positive value, should the counterparty default. Potential future credit exposure quantifies the potential for future losses which may result from future movement in market rates. The Company s exposure at each balance sheet date is limited to the risk that a counterparty does not honour the terms of a derivative contract, and the Company applies the same criteria in selecting counterparties as it does for investing in bonds. As at March 31, 2000 all counterparties have a credit rating of A or higher.

25 SEGMENTED INFORMATION Segmented statements of income 2000 Individual Group Life and Life and Health Annuities Health Other activities* Annuities Total Revenues Fees and other ( 32) 16, ,353 20,500 Premium income Investment income 142,230 71, ,915 44,234 87,360 12, ,019 63,486 2, , , , , , ,096 5, ,513 Operating expenses Cost of commitments to policyowners 139,199 44,899 72,048 (1,219,353) 2,625 ( 960,582) Net transfer to segregated funds Commissions, general and , ,394, ,639,949 other expenses 57,204 24,381 29,608 5,514 3, , , , , ,297 5, ,202 Net income before income taxes 17,365 11,733 ( 1,347) 7,799 ( 239) 35,311 Income taxes ( 6,869) ( 4,219) ( 18) ( 2,624) 30 (13,700) Net income before distribution of other activities 10,496 7,514 ( 1,365) 5,175 ( 209) 21,611 Distribution of other activities ( 121) ( 33) ( 10) ( 45) Net income for the period 10,375 7,481 ( 1,375) 5, ,611 Attributable to shareholders 9,785 7,459 (1,375) 4, ,240 Attributable to participating policyowners account , Individual Group Life and Life and Health Annuities Health Other activities* Annuities Total Revenues Fees and other , ,999 15,261 Premium income Investment income 127,879 47, ,971 47,385 73,458 11, ,494 57,516 12,897 1, , , , ,464 85, ,531 16, ,134 Operating expenses Cost of commitments to funds Commissions, general and policyowners Net transfer to segregated 108, , ,701 60, ,209 10,032 10, , ,733 other expenses 55,474 19,634 25,964 4,665 5, , , ,850 86, ,906 16, ,099 Net income before income taxes 11,306 5,614 ( 1,159) 4,625 ( 351) 20,035 Income taxes ( 4,282) ( 2,013) 231 ( 1,650) 73 ( 7,641) Net income before distribution of other activities 7,024 3,601 ( 928) 2,975 ( 278) 12,394 Distribution of other activities ( 167) ( 40) ( 14) ( 57) Net income for the period 6,857 3,561 ( 942) 2, ,394 * Includes other segments and intercompany eliminations.

26 SEGMENTED INFORMATION (continued) Segmented balance sheets 2000 Individual Group Life and Life and Health Annuities Health Annuities Other activities* Total Assets Investments 3,110,976 2,198, ,245 2,040,090 (14,093) 8,006,057 Other assets 128,648 36,899 46,831 66,542 88, ,685 3,239,624 2,235, ,076 2,106,632 74,672 8,373,742 Liabilities Actuarial liabilities 2,399,420 1,914, ,457 1,758, ,676,939 Other liabilities 219,988 9,856 21,732 60,231 61, ,237 Deferred credits 192,829 75,305 13,713 98,896 ( 436) 380,307 Subordinated debentures 40,376 66,751 35,409 42, ,000 Participating policyowners s account 27,503 1, , ,342 Equity 359, ,697 41, ,269 13, ,917 3,239,624 2,235, ,076 2,106,632 74,672 8,373, Individual Group Life and Life and Health Annuities Health Annuities Other activities* Total Assets Investments 2,754,842 2,405, ,297 3,070,251 54,906, 8,924,929 Other assets 64,826 26,374 49,758 55, ,256, 333,560 2,819,668 2,432, ,055 3,125, ,162 9,258,489 Liabilities Actuarial liabilities 2,123,982 2,164, ,665 2,799, ,665,912 Other liabilities 184,543 21,901 8,994 58, , ,878 Deferred credits 145,781 40,419 17, ,550 34, ,162 Subordinated debentures 40,376 66,751 35,409 42, ,000 Participating policyowners s 324, ,143 49, ,851 37, ,537 account Equity 2,819,668 2,432, ,055 3,125, ,162, 9,258,489 * Includes other segments and intercompany eliminations. 26. COMPARATIVE FIGURES For the purpose of comparison with the current year, certain financial data from the preceding year have been restated.

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