Shares issued and outstanding

Sun Life Fin.Services of Canada Inc
9 October 2001


Letter to Sun Life Financial Services of Canada Inc.
Dated October 4, 2001


Re:  Sun Life Financial Services of Canada Inc.

As Transfer Agent and Registrar for the common shares of Sun Life Financial 
Services of Canada Inc., we confirm the following:

Common shares issued and outstanding as at August 31, 2001     420,707,334
Rectification share issuance                                            89
Common shares issued and outstanding as at September 30, 2001  420,707,423

Letter from CIBC Mellon Trust Company


CHANGES IN CAPITAL STRUCTURE OF LISTED COMPANIES
Employee Stock Options and Stock Purchase Plans, 
Options for Services and Related Matters
 
Company Name:       Sun Life Financial Services of Canada Inc.
Stock Symbol;       SLC
For Month Ending:   September 30, 2001 
Date Prepared:      October 9, 2001
Company Contact:    Terri Hammond


Stock Options Outstanding - Opening Balance - 
                      EXECUTIVES' STOCK OPTION PLAN                   4,344,500
Options Granted: (Add)
Date of Grant      Name                     Expiry Date     Price     Number
                                                                            Nil
Subtotal                                                                    Nil 
Options Exercised: (Subtract) 
Date               Name                   Date of Grant     Price     Number
                                                                            Nil
Subtotal                                                                    Nil
Options Cancelled: (Subtract)
Date               Name                   Date of Grant     Price     Number
September 21,2001  Executives' Stock
                   Option Plan            March 30, 2001  CAD $29.49      3,500
Subtotal                                                                  3,500
Closing Stock Option Plan Balance                                     4,341,000

Opening Reserve Balance - Executives' Stock Option Plan              29,525,000
Additional Listing Under Plan (Add)     
Stock Options Exercised (Subtract)
Closing Reserve Balance                                              29,525,000

Reason for Increase or Reduction
Issued and Outstanding - Opening Balance                            420,707,334
Stock Options Exercised
Share Purchase Plan
Warrants
Rectification Shares issued/(Cancelled)                                      89
Issuer Bid Cancellation
Closing Issued Capital Balance                                      420,707,423

Page 1 of 5


CHANGES IN CAPITAL STRUCTURE OF LISTED COMPANIES
Employee Stock Options and Stock Purchase Plans, 
Options for Services and Related Matters
 
Company Name:       Sun Life Financial Services of Canada Inc.
Stock Symbol:       SLC
For Month Ending:   September 30, 2001 
Date Prepared:      October 9, 2001
Company Contact:    Terri Hammond
 
Stock Options Outstanding - Opening Balance - 
                    SPECIAL 2001 AWARD STOCK OPTION PLAN                853,700
Options Granted: (Add)
Date of Grant       Name                       Expiry Date    Price      Number
March 30, 2001  Reinstatement of Special
                2001 Stock Option Plan which 
                was cancelled on 
                March 30, 2001.              March 30, 2011   CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001 
                Stock Option Plan which was 
                cancelled on April 17,2001.  March 30, 2011   CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001
                Stock Option Plan which was
                cancelled on April 23, 2001.  March 30, 2011  CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001
                Stock Option Plan which was
                cancelled on May 21, 2001.    March 30, 2011  CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001
                Stock Option Plan which was
                cancelled on May 25, 2001.    March 30, 2011  CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001
                Stock Option Plan which was
                cancelled on May 31, 2001.    March 30, 2011  CAD $29.49    600

March 30, 2001  Reinstatement of Special 2001
                Stock Option Plan which was
                cancelled on July 1,2001.     March 30, 2011  CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001
                Stock Option Plan which was
                cancelled on July 5, 2001.    March 30, 2011  CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001 
                Stock Option Plan which was
                cancelled on July 10,2001.    March 30, 2011  CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001
                Stock Option Plan which was
                cancelled on July 23. 2001.   March 30, 2011  CAD $29.49    100

March 30, 2001  Reinstatement of Special 2001
                Stock Option Plan which was
                cancelled on September 3, 2001.March 30, 2011 CAD $29.49    100

Subtotal                                                                   1600

 
Page 2 of 5

CHANGES IN CAPITAL STRUCTURE OF LISTED COMPANIES
Employee Stock Options and Stock Purchase Plans, 
Options for Services and Related Matters
 

Company Name:           Sun Life Financial Services of Canada Inc.
Stock Symbol:           SLC
For Month Ending:       September 30, 2001
Date Prepared:          October 9, 2001
Company Contact:        Terri Hammond
 
options Exercised: (Subtract) :
Date                 Name                  Date of Grant     Price       Number
                                                                            Nil
Subtotal                                                                    Nil 

Options Cancelled:  (Subtract)                                               
Date                 Name                  Date of Grant     Price       Number
July 6, 2001   Special 2001 Stock Option
               Plan                       March 30, 2001 CAD $29.49         100
August 3,2001  Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         100
August 8,2001  Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         200
August10,2001  Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         900
August 11,2001 Special 2001 Stock
               Option Plan                March 30, 2001 USD $18.76         300
August 13,2001 Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         100
August 14,2001 Special 2001 Stock         March 30, 2001 CAD $29.49         100
               Option Plan
August 15,2001 Special 2001 Stock         March 30, 2001 USD $18.76         300
               Option Plan
August 15,2001 Special 2001 Stock         March 30, 2001 CAD $29.49         200
               Option Plan 
August 17, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 USD $18.76         200
August 17, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         600
August 18, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 USD $18.76         200
August 22, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         100
August 24, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 USD $18.76         200
August 24, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         700
August 25, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 USD $18.76         800
August 27, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         400
August 28, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 CAD $29.49         200
August 29, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 USD $18.76         100 
August 29, 2001 Special 2001 Stock        March 30, 2001 CAD $29.49         200
               Option Plan
August 31, 2001 Special 2001 Stock        March 30, 2001 USD $18.76         100
               Option Plan
August 31, 2001 Special 2001 Stock        March 30, 2001 CAD $29.49        1500
               Option Plan 
September 1, 2001 Special 2001 Stock      March 30, 2001 USD $18.76        1200
               Option Plan 
September 3, 2001 Special 2001 Stock      March 30, 2001 CAD $29.49         100 
          Option Plan 
September 4, 2001 Special 2001 Stock      March 30, 2001 CAD $29.49         700
               Option Plan 
September 5, 2001 Special 2001 Stock      March 30, 2001 USD $18.76         100
               Option Plan 
September 5, 2001 Special 2001 Stock      March 30, 2001 CAD $29.49         100
               Option Plan              
September 7, 2001 Special 2001 Stock
               Option Plan                March 30, 2001 USD $18.76         100

 
Page 3 of 5

CHANGES IN CAPITAL STRUCTURE OF LISTED COMPANIES
Employee Stock Options and Stock Purchase Plans, 
Options for Services and Related Matters
Toronto Stock Exchange
 
Company Name:          Sun Life Financial Services of Canada Inc.
Stock Symbol:          SLC
For Month Ending:      September 30,2001
Date Prepared:         October 9,2001
Company Contact:       Terri Hammond

 
Options Cancelled (Subtract) 
Date                 Name                    Date of Grant     Price     Number
September 7, 2001  Special 2001 Stock
                    Option Plan          March 30, 2001     CAD $29.49     700
September 8, 2001  Special 2001 Stock
                    Option Plan          March 30, 2001     USD $18.76     400
September 10,2001  Special 2001 Stock    March 30, 2001     USD $18.76     100
                    Option Plan
September 11, 2001 Special 2001 Stock    March 30, 2001     USD $18.76     400
                    Option Plan              
September 12, 2001 Special 2001 Stock
                    Option Plan          March 30, 2001     CAD $29.49     200
September 13,2001  Special 2001 Stock
                    Option Plan          March 30, 2001     CAD $29.49     300
September 14, 2001 Special 2001 Stock 
                    Option Plan          March 30, 2001     USD $18.76     200
September 14, 2001 Special 2001 Stock
                    Option Plan          March 30, 2001     CAD $29.49     900
September 15, 2001 Special 2001 Stock
                    Option Plan          March 30, 2001     USD $18.76     400
September 17, 2001 Special 2001 Stock
                    Option Plan          March 30, 2001     CAD $29.49     100
September 18, 2001 Special 2001 Stock    
                    Option Plan          March 30, 2001     CAD $29.49     100
September 20, 2001 Special 2001 Stock    March 30, 2001     CAD $29.49     700
                    Option Plan
September 21, 2001 Special 2001 Stock    March 30, 2001     USD $18.76     100
                    Option Plan
September 21, 2001 Special 2001 Stock    March 30, 2001     CAD $29.49     100
                    Option Plan
Subtotal                                                                14,100

Closing Stock Option Plan                                              841,200

Opening Reserve Balance -Special 2001 Award Stock Option             1,150,000
Additional Listing Under Plan (Add) 
Stock Options Exercised (Subtract)     
Closing Reserve Balance                                              1,150,000


Page 4 of 5

CHANGES IN CAPITAL STRUCTURE OF LISTED COMPANIES
Employee Stock Options and Stock Purchase Plans,
Options for Services and Related Matters

Company Name:     Sun Life Financial Services of Canada Inc. 
Stock Symbol:     SLC
For Month Ending: September 30, 2001 
Date Prepared:    October 9, 2001
Company Contact:  Terri Hammond
 
Stock Options Outstanding - Opening Balance -
                        DIRECTORS' STOCK OPTION PLAN                     28,000
Options Granted: (Add)
Date of Grant     Name                        Expiry Date     Price     Number
Subtotal                                                                   Nil 
Options Exercised: (Subtract) 
Date              Name                       Date of Grant    Price     Number
Subtotal                                                                   Nil
Options Cancelled: (Subtract)
Date              Name                       Date of Grant    Price     Number
                                                                           
Subtotal                                                                   Nil 
Closing Stock Option Plan Balance                                       28 000

Opening Reserve Balance     -Directors' Stock Option Plan              150,000
Additional Listing Under Plan     (Add)     
Stock Options Exercised (Subtract)
Closing Reserve Balance                                                150,000

 
Page 5 of 5