Industrial-Alliance Life Insurance Company

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Waiver grantedpursuant to section 4.5 of National Policy Statement No. 47 to enable issuer toparticipate in the POP System when it did not meet the "public float" test in the lastcalendar month of its most recent financial year-end in respect of which its InitialAnnual Information Form will be filed provided that it does meet the "public float" test ata date within 60 days before the filing of its preliminary short form prospectus.

National Policies Cited

National Policy Statement No. 47 Prompt Offering Qualification System, ss. 4.1 and4.5.

National Instruments Cited

Proposed National Instrument 44-101 Short Form Prospectus Distributions

WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland(collectively, the "Jurisdictions") has received an application (the "Application") fromIndustrial-Alliance Life Insurance Company (the "Company") for a waiver, pursuant tosection 4.5 of National Policy Statement 47 ("NP 47"), from a requirement of subsection4.2(1) of NP 47 to enable the Company to be eligible to participate in the prompt offeringqualification system (the "POP System");

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Ontario Securities Commission is the principal regulatorfor the Application;

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

1. The predecessor to the Company was a mutual life insurance companyincorporated under An Act respecting insurance (Québec), as amended, andresulted from several amalgamations.

2. The predecessor to the Company became a reporting issuer in all ten provincesupon completion of its June 1996 offering of subordinated debentures and wastherefore a reporting issuer in such jurisdictions for over three years.

3. Between June 1999 and February 2000 the predecessor to the Company undertookthe process of demutualization, which led to the completion on February 10, 2000of the initial public offering by the Company of 24,075,000 common shares (the"Common Shares") and 3,000,000 series 1 preferred shares (the "PreferredShares") and the issuance of letters patent confirming the demutualization.

4. The Company's financial year end is December 31.

5. The Common Shares are currently listed and posted for trading on The TorontoStock Exchange (the "TSE").

6. As of the date hereof, no Person (as defined in NP 47), either alone or together withhis/her affiliates and Associates (as defined in NP 47), beneficially owns orexercises control or direction over more than 10% of the issued and outstandingCommon Shares.

7. The Company's authorized share capital consists of 100 million Common Shares,without par value, issuable for an aggregate consideration not exceeding $1 billionand 10 million Preferred Shares with a par value of $25 each, issuable in series. Asof July 20, 2000, 24,075,000 Common Shares and 3,000,000 Preferred Shareswere issued and outstanding.

8. The Company would be eligible to participate in the POP System pursuant to theeligibility criteria in section 4.2 but for the fact that the Company has not completedits first financial year and therefore cannot meet the $75 million public floatrequirement in paragraph 4.1(1)(c) calculated in accordance with subsection 4.1(2).

9. The aggregate market value of the Common Shares listed and posted for tradingon the TSE as of the date of the Application was well in excess of $300 million.

10. The Company would presently be eligible to participate in the POP System uponthe filing and acceptance of its initial annual information form ("Initial AIF") ifProposed National Instrument 44-101 ("NI 44-101") was effective, as the Companywould be able to meet the substantial Canadian issuer eligibility requirements ofsection 2.3 of NI 44-101. Similar to section 4.2 of NP 47, section 2.3 of NI 44-101requires that an issuer have a public float of at least $300 million on any date withinsixty (60) days before the filing of the issuer's preliminary short form prospectus.However, unlike section 4.2 of NP 47, section 2.3 of NI 44-101 does not require anissuer to meet the $75 million public float requirement as of the end of its lastcompleted financial year.

11. To its knowledge, the Company is not in default of any requirement of the securitieslegislation in the Jurisdictions.

12. The Company may, in the future, wish to avail itself of the POP System.

AND WHEREAS under the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe securities legislation of the applicable Jurisdiction that provides the Decision Makerwith the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers, pursuant to section 4.5 of NP 47, is thatthe requirement in subsection 4.2(1) that the issuer meet the requirement of paragraph4.1(1)(c) shall be waived to enable the Company to be eligible to participate in the POPSystem, provided that:

(a) the Company complies in all other respects with the requirements of NP 47;

(c) the eligibility certificate to be filed in respect of the Company's Initial AIFshall state that the Applicant satisfies the eligibility criteria set out insection 4.2 except for the criterion in paragraph 4.1(1)(c), and shall makereference to this waiver; and

(d) this waiver terminates on the earlier of:

(i) 140 days after the end of the Company's financial year endedDecember 31, 2000; and

(ii) the date of filing of a Renewal AIF (as defined in NP 47) by theCompany in respect of its financial year ended December 31, 2000.

September 28^th, 2000.

"Iva Vranic"