Shares Issued & Outstanding

Sun Life Fin.Services of Canada Inc
7 February 2002

Letter to Sun Life Financial Services of Canada Inc

Letter dated 1 February 2002


Re:  Sun Life Financial Services of Canada


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 December 31, 2001         431,708,091

Rectification share issuance                                                 196

Common shares issued and outstanding as at January 31, 2002          431,708,287


Letter from CIBC Mellon Trust Company



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*                 431,708,091  
ADD:       Stock Options Exercised                                                   
           Share Purchase Plan                                                            
           Dividend Reinvestment Plan                                                     
           Exercise Warrants                                                              
           Private Placement                                                              
           Conversion                                                                     
           Other Issuance (Rectification Shares)               196                           
SUBTRACT:  Issuer Bid Purchase                                                  
           Redemption                                                                     
           Other Cancellation (Rectification Shares)                                      
           Closing Issued and Outstanding Share Balance*             431,708,287  

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                         4,659,600 

           Options Granted: (ADD) 

                                                                                                        
           Date of Grant    Name of Optionee    Expiry Date    Exercise    £ of Options Granted  
                                                                  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 Date    Exercise    £ of Options Granted  
                                                                  Price                               
                                                                                                        
                                                                                                        
                                                               SUBTOTAL             NIL        
                                                                                                                      
           Share Appreciation Rights or Market Growth Feature (SAR')               
           in tandem with Stock Options.                                                                

           Date of Exercise / Canc.       Name of Optionee     Date of     £ Options Canc.    £ Shares Issued*      
                                                                 Grant                    (based on SAR Value)    
                                                                                                                      
                                                                                                                        
                     
                                                                                     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 Canc. / Term     Name of Optionee    Date of Grant    Expiry Date    Exercise Price    Number  
           02-JAN-02                EXECUTIVES'         01-NOV-01        01-NOV-11      USD 20.79         1,000   
                                                                                                                      
                                                                                        SUBTOTAL          1,000   
                                                                                                                      
           Stock Option Outstanding - Closing Balance                                                 4,658,600  

               
           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                              857,400 

           Options Granted; (ADD) 

                                                                                                         
           Date of      Name of Optionee          Expiry       Exercise     £ of Options Granted  
           Grant                                  Date         Price                                
           30-MAR-01    Reinstatement of          30-MAR-11    CAD 29.49                     100                     
                        Special 2001 Award                                                          
                        Stock Option Plan                                                           
                        which was cancelled on                                                      
                        Nov. 27, 2001                                                                

           30-MAR-01    Reinstatement of          30-MAR-11    USD 18.76                     100                     
                        Special 2001 Award                                                          
                        Stock Option Plan                                                           
                        which was cancelled on                                                      
                        Sept. 8, 2001                                                               
                                                               SUBTOTAL                      200                     

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

           Date of      Name of Optionee          Expiry       Exercise     £ of Options Granted  
           Grant                                  Date         Price                              
 
                                                               SUBTOTAL                       NIL 

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

           Date of Exercise / Canc.   Name of Optionee  Date of Grant   £ Options Canc,   £ Shares Issued* 
                                                                                         (based on SAR Value) 
 
                                                                        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 Canc. / Term    Name of Optionee      Date of Grant    Expiry Date    Exercise Price      Number  
                                                                                                                 
           12-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           100   
           31-DEC-01               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           800   
           07-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           100     
           21-DEC-01               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           300     
           14-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           200     
           04-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           600     
           28-DEC-01               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           600     
           08-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           100     
           31-DEC-01               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           500     
           22-DEC-01               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           200     
           05-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           700     
           29-DEC-01               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           100     
           02-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           200     
           11-JAN-02               Special 2001 Award    01-NOV-01        01-NOV-11      USD 20.79           100     
           18-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           100     
           15-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           100     
           01-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           600     
           11-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           800     
           16-JAN-02               Special 2001 Award    01-NOV-01        01-NOV-11      USD 20.79           100     
           12-JAN-02               Special 2001 Award    01-NOV-01        01-NOV-11      USD 20.79           100     
           01-JAN-02               Special 2001 Award    01-NOV-01        01-NOV-11      USD 20.79           200     
           09-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      USD 18.76           100     
           23-JAN-02               Special 2001 Award    30-MAR-01        30-MAR-11      CAD 29.49           100     
           21-DEC-01               Special 2001 Award    01-NOV-01        01-NOV-11      USD 20 79           100     
                                                                                         SUBTOTAL          6,900   
                                                                                                                      
           Stock Option Outstanding - Closing Balance                                                    850,700        
       
 

           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 Price    £ of Options Granted  
                                                Date                                                
                                                                                                         
                                                                                                         
                                                          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 Date      Exercise Price      £ of Options Granted    
                                                                                                                      
                                                                 SUBTOTAL                       NIL                     
                                                      
           Share Appreciation Rights or Market Growth Feature ('SAR') in tandem 
           with Stock Options.                                                                                 

           Date of Exercise / Canc.     Name of Optionee    Date of Grant    £ Options Canc.    £ Shares Issued* 
                                                                                                (based on SAR Value)    
        
                                                                                                                      
                                                                                                                      
                                                                               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 Canc. / Term     Name of Optionee    Date of Grant    Expiry Date    Exercise    Number  
                                                                                        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 December, 2001.
 
Filed on behalf of the Company by: 
(please enter name and direct phone or email) 

NAME         Terri Hammond 
PHONE/EMAIL [phone] / [e-mail] 
DATE         February 7, 2002 





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