Outstanding and Reserved Sec

Sun Life Fin.Services of Canada Inc
4 April 2002


Form:1         Company Name:        Sun Life Financial Services of Canada Inc.    Stock Symbol:     SLC

                  Change in Outstanding and Reserved Securities

                  Issued and Outstanding Share Summary                        # of Shares          Balance
                  Issued and Outstanding - Opening Balance*                                   431,711,160

Add:              Stock Options Exercised
                  Share Purchase Plan
                  Dividend Reinvestment Plan
                  Exercise Warrants
                  Private Placement
                  Conversion
                  Other Issuance (Rectification Shares)                                   139

Subtract:         Issuer Bid Purchase
                  Redemption
                  Other Cancellation (Rectification Shares)
                  Closing Issued and Outstanding Share Balance*                               431,711,299

NOTE: If any of the Company's securities of a listed class are held by the
Company itself or by any subsidiary of the Company (which securities are herein
referred to as 'internally-held securities'), such internally-held securities
must not be counted as 'issued and outstanding.'

Internally-held securities may result from the Company not cancelling shares
acquired pursuant to an issuer bid or as a consequence of a subsidiary of the
Company retaining or obtaining shares of the Company through a merger,
amalgamation, arrangement or reorganization involving the Company.

                 Reserved for Share Compensation Arrangements

C.               Stock Option Plan and / or Agreement

                 NAME OF PROGRAM:    EXECUTIVES' STOCK OPTION PLAN
                 Stock Options Outstanding - Opening Balance                         9,089,100
                 Options Granted: (ADD)
                 Date of Grant Name of Optionee         Expiry         Exercise      # of Options Granted
                                                        Date           Price

                                                                       Subtotal                              NIL

                Options Exercised: (SUBTRACT) Shares issued on exercise must
                also be subtracted in the table entitled 'Shares Reserved' below

                 Date of Grant Name of Optionee        Expiry         Exercise      # of Options Granted
                                                       Date           Price

                                                                      Subtotal                               NIL

                Share Appreciation Rights or Market Growth Feature ('SAR') in
                tandem with Stock Options.

                 Date of       Name of Optionee        Date of        # Options     # Shares Issued*
                 Exercise /                            Grant          Canc.         (based on SAR Value)
                 Canc.
                                                                      Subtotal                               NIL


                *Shares may, or may not be issued however 'Shares Reserved' (for
                Stock Option Plan) may require a deduction in accordance with
                TSE acceptance of the Plan. Please ensure all applicable changes
                are noted.

                Options Cancelled/Terminated: (SUBTRACT) If an option is
                cancelled prior to its natural expiry date, for reasons other
                than termination of employment or natural expiry, the entry
                should be noted with a * and an explanation provided below.

                 Date of       Name of Optionee        Date of        Expiry       Exercise      Number
                 Canc. / Term                          Grant          Date         Price
                 08-FEB-02     EXECUTIVES'             30-mar-01      30-mar-11    CAD 29.49     2,700

                                                                                   Subtotal      2,700


                 Stock Option Outstanding - Closing Balance                        9,086,400

                 Reserved for Share Compensation Arrangements

D.               Shares Reserved (for Stock Option Plan)

                 NAME OF PROGRAM:   EXECUTIVES' STOCK OPTION PLAN                   # of Shares      Balance
                 Opening Share Reserve Balance at beginning of period                             29,525,000
                 Additional shares Listed Pursuant to the Plan (ADD)
                 Stock Options Exercised (SUBTRACT)
                 Stock Appreciation Rights (SUBTRACT)
                 Closing Share Reserve Balance at end of period                                   29,525,000

                 Reserved for Share Compensation Arrangements

C.               Stock Option Plan and / or Agreement
                 NAME OF PROGRAM:    SPECIAL 2001 AWARD STOCK OPTION PLAN
                 Stock Options Outstanding - Opening Balance                         840,700
                 Options Granted: (ADD)
                 Date of Grant Name of Optionee         Expiry         Exercise      # of Options Granted
                                                        Date           Price

                                                                       Subtotal                              NIL

                Options Exercised: (SUBTRACT) Shares issued on exercise must
                also be subtracted in the table entitled 'Shares Reserved' below

                 Date of Grant Name of Optionee        Expiry         Exercise      # of Options Granted
                                                       Date           Price
                                                                      Subtotal                               NIL


                Share Appreciation Rights or Market Growth Feature ('SAR') in
                tandem with Stock Options.

                 Date of       Name of Optionee        Date of        # Options     # Shares Issued*
                 Exercise /                            Grant          Canc.         (based on SAR Value)
                 Canc.
                                                                      Subtotal                               NIL


                *Shares may, or may not be issued however 'Shares Reserved' (for
                Stock Option Plan) may require a deduction in accordance with
                TSE acceptance of the Plan. Please ensure all applicable changes
                are noted.

                Options Cancelled/Terminated: (SUBTRACT) If an option is
                cancelled prior to its natural expiry date, for reasons other
                than termination of employment or natural expiry, the entry
                should be noted with a * and an explanation provided below.

                 Date of       Name of Optionee        Date of        Expiry       Exercise      Number
                 Canc. / Term                          Grant          Date         Price
                 23-JAN-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     100
                 13-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     100
                 15-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     300
                 16-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     400
                 16-FEB-02     Special 2001 Award      01-NOV-01      01-NOV-11    USD 20.79     100


                 Date of       Name of Optionee        Date of        Expiry       Exercise      Number
                 Canc. / Term                          Grant          Date         Price
                 18-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     100
                 18-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     100
                 20-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     200
                 20-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     100
                 22-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     100
                 23-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     100
                 23-FEB-02     Special 2001 Award      01-NOV-01      01-NOV-11    USD 20.79     200
                 24-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     100
                 26-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     100
                 28-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     500
                 28-FEB-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     100
                 01-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     300
                 01-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     100
                 02-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    USD 18.76     500
                 03-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     100
                 06-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     600
                 07-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     100
                 08-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     100
                 11-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     100
                 12-MAR-02     Special 2001 Award      30-MAR-01      30-MAR-11    CAD 29.49     100
                 14-MAR-02     Special 2001 Award      01-NOV-01      01-NOV-11    USD 20.79     100

                                                                                   Subtotal      4,800


                 Stock Option Outstanding - Closing Balance                        835,900

                 Reserved for Share Compensation Arrangements

D.               Shares Reserved (for Stock Option Plan)
                 NAME OF PROGRAM:   SPECIAL 2001 AWARD STOCK OPTION PLAN            # of Shares      Balance
                 Opening Share Reserve Balance at beginning of period                             1,150,000
                 Additional shares Listed Pursuant to the Plan (ADD)
                 Stock Options Exercised (SUBTRACT)
                 Stock Appreciation Rights (SUBTRACT)
                 Closing Share Reserve Balance at end of period                                   1,150,000

                 Reserved for Share Compensation Arrangements

C.               Stock Option Plan and / or Agreement
                 NAME OF PROGRAM:    DIRECTORS' STOCK OPTION PLAN
                 Stock Options Outstanding - Opening Balance                         28,000
                 Options Granted: (ADD)
                 Date of Grant Name of Optionee         Expiry         Exercise      # of Options Granted
                                                        Date           Price

                                                                       Subtotal                              NIL

                Options Exercised: (SUBTRACT) Shares issued on exercise must
                also be subtracted in the table entitled 'Shares Reserved' below

                 Date of Grant Name of Optionee        Expiry         Exercise      # of Options Granted
                                                       Date           Price

                                                                      Subtotal                               NIL

                Share Appreciation Rights or Market Growth Feature ('SAR') in
                tandem with Stock Options.

                 Date of       Name of Optionee        Date of        # Options     # Shares Issued*
                 Exercise /                            Grant          Canc.         (based on SAR Value)
                 Canc.
                                                                      Subtotal                               NIL

                *Shares may, or may not be issued however 'Shares Reserved' (for
                Stock Option Plan) may require a deduction in accordance with
                TSE acceptance of the Plan. Please ensure all applicable changes
                are noted.

                Options Cancelled/Terminated: (SUBTRACT) If an option is
                cancelled prior to its natural expiry date, for reasons other
                than termination of employment or natural expiry, the entry
                should be noted with a * and an explanation provided below.

                 Date of       Name of Optionee        Date of        Expiry       Exercise      Number
                 Canc. / Term                          Grant          Date         Price

                                                                                   Subtotal      NIL

                 Stock Option Outstanding - Closing Balance                        28,000

                 Reserved for Share Compensation Arrangements

D.               Shares Reserved (for Stock Option Plan)
                 NAME OF PROGRAM:   DIRECTORS' STOCK OPTION PLAN                    # of Shares      Balance
                 Opening Share Reserve Balance at beginning of period                             150,000
                 Additional shares Listed Pursuant to the Plan (ADD)
                 Stock Options Exercised (SUBTRACT)
                 Stock Appreciation Rights (SUBTRACT)
                 Closing Share Reserve Balance at end of period                                   150,000

                All information reported in this Form is for the month of March,
                2002.


Filed on behalf of the Company by:
(please enter name and direct phone or email)
Name              Terri Hammond
Phone / Email     [phone] / [e-mail]
date              April 4, 2002







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