Re Outstanding Common Shares

Sun Life Fin.Services of Canada Inc
8 June 2001

Letter to Company Announcements Office


Re:   Sun Life Financial Services of Canada Inc. (the 'Corporation') Change to  
      Issued and Outstanding Shares

Below please find confirmation from CIBC Mellon Trust Company, the Corporation's
stock transfer agent and registrar, confirming the change to the issued and
outstanding common shares of the Corporation, as at May 31, 2001.

If you have any questions, please do not hesitate to contact the undersigned.

Letter from Patricia S. Warman Assistant Corporate Secretary
Sun Life Financial 
 

Letter to Sun Life Financial Services of Canada
Dated 1 June 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 April 30,2001        420,703,483
Rectification share issuance                                            -15
Common shares issued and outstanding as at May 31,2001          420,703,468
 
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: May 31, 2001                           PAGE 1 OF 3
Date Prepared:    June 8, 2001
Company Contact:  Patricia Warman
 
Stock Options Outstanding - Opening Balance - EXECUTIVES' STOCK OPTION PLAN     
                                                                   4,354,500

Options Granted: (Add)
Date of Grant         Name               Expiry Date     Price     Number
May 9, 2001       Imants Saksons         May 9, 2011     $33.53       12,500
                    
                    
Subtotal                                                           4,367,000

Options exercised: (Subtract)     
Date                   Name              Date of Grant   Price     Number
                    
Subtotal

Options Cancelled: (Subtract)
Date                   Name              Date of Grant   Price     Number
                    
Subtotal
Closing Stock Option Plan Balance                                  4,367,000

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                         420,703,483
Stock Options Exercised
Share Purchase Plan
Warrants
Rectification Shares issued/(Cancelled)                                  (15)
Issuer Bid Cancellation
Closing Issued Capital Balance                                   420,703,468

 
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:    May 31, 2001                PAGE 2 OF 3
Date Prepared:       June 8, 2001
Company Contact:     Patricia Warman
 
Stock Options Outstanding - Opening Balance - SPECIAL 2001 AWARD STOCK OPTION
PLAN                                                                  895,900

Options Granted: (Add)
Date of Grant                     Name     Expiry Date     Price     Number
                    
                    
Subtotal          

Option's exercised: (Subtract)          
Date                              Name     Date of Grant   Price     Number
                    
Subtotal

Options Cancelled: (Subtract)
Date                              Name     Date of Grant   Price     Number
                    
Subtotal

Closing Stock Option Plan Balance                                     895,900

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

Closing Reserve Balance                                             1,150,000
 

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:     May 31, 2001              PAGE 3 OF 3
Date Prepared:        June 8, 2001
Company Contact:      Patricia Warman
 
Stock Options Outstanding - Opening Balance - DIRECTORS' STOCK OPTION PLAN      
                                                                       28,000
Options Granted: (Add)
Date of Grant                       Name     Expiry Date     Price     Number
                    
                    
Subtotal

Options Exercised:  (Subtract)
Date                                Name     Date of Grant   Price     Number
                    
Subtotal

Options Cancelled: (Subtract)
Date                                Name     Date of Grant   Price     Number
                    
Subtotal

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