Prospectus excerpt:  The holders of Non-Cumulative 5-Year Rate Reset Class A Preferred Shares Series C (the “Series C Preferred Shares”) of Industrial Alliance Insurance and Financial Services Inc. (“Industrial Alliance” or the “Company”) will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the board of directors of Industrial Alliance (the “Board of Directors”) for the initial period from and including the closing date of this offering to but excluding December 31, 2013 (the “Initial Fixed Rate Period”), payable quarterly on March 31, June 30, September 30 and December 31 in each year, at a annual rate equal to $1.55 per Series C Preferred Share. The initial dividend, if declared, will be payable on March 31, 2009 and will amount to $0.5391 per Series C Preferred Share, based on an anticipated closing date of November 25, 2008. 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 C 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 March 31, June 30, September 30 and December 31 in each year, in the amount per Series C Preferred 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 the Company 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 3.38%. See “Details of the Offering”.