Shares Issued and Outstanding

Sun Life Fin.Services of Canada Inc
13 August 2001




LETTER TO SUN LIFE FINANCIAL SERVICES OF CANADA INC. - Dated August 1, 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 June 30, 2001    420,705,244

Rectification share issuance                                      3,002

Common shares issued and outstanding as at July 31, 2001     420,708,246

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:  July 31, 2001 

Date Prepared:     August 9, 2001

Company Contact:   Terri Hammond

Stock Options Outstanding - Opening Balance -  
                 EXECUTIVES' STOCK OPTION PLAN  -  4,356,300

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

June 23, 2001  Executives' Stock Option Plan March 30, 2001  USD $18.76   13,000
July 9,2001    Executives' Stock Option Plan March 30, 2001  USD $18.76    1,900
July 25, 2001  Executives' Stock Option Plan March 30, 2001  USD $18.76    4,400

Subtotal                                                                  19,300

Closing Stock Option Plan Balance                                      4,337,000

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                             420,705,244
Stock Options Exercised
Share Purchase Plan
Warrants 
Rectification Shares Issued/(Cancelled)                                    3,002
Issuer Bid Cancellation
Closing Issued Capital Balance                                       420,708,246
     

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:  July 31, 2001 

Date Prepared:     August 9, 2001

Company Contact:   Terri Hammond

Stock Options Outstanding - Opening Balance -  
                 SPECIAL 2001 AWARD STOCK OPTION PLAN  -  870,600

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
March 30, 2001 Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
May 22, 2001   Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
May 31, 2001   Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    500
June 8, 2001   Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
June 15, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
June 16, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    200
June 17, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
June 18, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
June 19, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    200
June 20, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
June 21, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    300
June 22, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
June 22, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    300
June 23, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    500
June 25, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    300
June 26, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    600
June 26, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
June 27, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    200
June 28, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    500
June 29, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
June 29, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
June 30, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    800

July 3, 2001   Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
July 4, 2001   Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    200
July 5, 2001   Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    300
July 6, 2001   Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
July 6, 2001   Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
July 7, 2001   Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    200
July 10, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
July 10, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
July 11, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    600
July 12, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
July 13, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    200
July 18, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
July 18, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $29.49    100
July 19, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    100
July 20, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    700
July 21, 2001  Special 2001 Stock Option Plan  March 30, 2001  USD $18.76    700
July 25, 2001  Special 2001 Stock Option Plan  March 30, 2001  CAD $18.76    100
Subtotal                                                                   9,400

Closing Stock Option Plan                                                861,200

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:  July 31, 2001 

Date Prepared:     August 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
                                                                            Nil
Subtotal                                                            

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

Options Cancelled: (Subtract)

Date                          Name           Date of Grant   Price       Number
                                                                            Nil
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