Shares issued and outstanding

Sun Life Fin.Services of Canada Inc
6 November 2001

Letter to Sun Life Financial Services of Canada Inc.
Dated November 6, 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 September 30, 2001     420,707,423
Rectification share issuance                                       11,001,029
Common shares issued and outstanding as at October 31, 2001       431,708,452

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:   October 31, 2001 
Date Prepared:      November 6, 2001
Company Contact:    Terri Hammond


Stock Options Outstanding - Opening Balance - 

                      EXECUTIVES' STOCK OPTION PLAN                   4,341,000
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 28,2001  Executives' Stock
                   Option Plan            March 30, 2001  CAD $29.49     22,000
Subtotal                                                                 22,000
Closing Stock Option Plan Balance                                     4,319,000

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                            420,707,423
Stock Options Exercised
Share Purchase Plan
Warrants
Rectification Shares issued/(Cancelled)                                   1,029
Common Share Public Offering                                         11,000,000
Issuer Bid Cancellation
Closing Issued Capital Balance                                      431,708,452




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:   October 31, 2001 
Date Prepared:      November 6, 2001
Company Contact:    Terri Hammond
 
Stock Options Outstanding  - Opening Balance - 
                           
                    SPECIAL 2001 AWARD STOCK OPTION PLAN                841,200
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 
                June 30, 2001.              March 30, 2011   US $18.76      100

March 30, 2001  Reinstatement of Special 2001 
                Stock Option Plan which was 
                cancelled on 
                September 13, 2001.         March 30, 2011   CAD $29.49     100

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

Subtotal                                                                    300

                                                           
  Options Exercised: (Subtract) 
                                         
  Date                 Name                Date of      Price         Number  
                                           Grant                              
                                                                      Nil     
  Subtotal                                                            Nil       
                                                        
  Options Cancelled: (Subtract)                                               
  Date                 Name                Date of      Price         Number  
                                           Grant                              
  April 1, 2001        Special 2001        March 30,    USD $18.76    500     
                       Stock Option Plan   2001                               
  August 1, 2001       Special 2001        March 30,    USD $18.76    100     
                       Stock Option Plan   2001                               
  September 5, 2001    Special 2001        March 30,    CAD $29.49    100     
                       Stock Option Plan   2001                               
  September 7, 2001    Special 2001        March 30,    CAD $29.49    500     
                       Stock Option Plan   2001                               
  September 10, 2001   Special 2001        March 30,    CAD $29.49    100     
                       Stock Option Plan   2001                               
  September 15, 2001   Special 2001        March 30,    USD $18.76    100     
                       Stock Option Plan   2001                               
  September 17, 2001   Special 2001        March 30,    CAD $29.49    200     
                       Stock Option Plan   2001                               
  September 19, 2001   Special 2001        March 30,    CAD $29.49    100     
                       Stock Option Plan   2001                               
  September 20, 2001   Special 2001        March 30,    CAD $29.49    200     
                       Stock Option Plan   2001                               
  September 21, 2001   Special 2001        March 30,    CAD $29.49    100     
                       Stock Option Plan   2001                               
  September 22, 2001   Special 2001        March 30,    USD $18.76    400     
                       Stock Option Plan   2001                               
  September 24, 2001   Special 2001        March 30,    CAD $29.49    100     
                       Stock Option Plan   2001                               
  September 25, 2001   Special 2001        March 30,    CAD $29.49    1100    
                       Stock Option Plan   2001                               
  September 26, 2001   Special 2001        March 30,    CAD $29.49    400     
                       Stock Option Plan   2001                               
  September 27, 2001   Special 2001        March 30,    CAD $29.49    200     
                       Stock Option Plan   2001                               
  September 28, 2001   Special 2001        March 30,    CAD $29.49    1000    
                       Stock Option Plan   2001                               
  September 29, 2001   Special 2001        March 30,    USD $18.76    300       
                       Stock Option        2001                                 
                       Plan                                                   
  September 30, 2001   Special 2001        March 30,    USD $18.76    100       
                       Stock Option        2001                                 
                       Plan                                                   
  September 30, 2001   Special 2001        March 30,    CAD $29.49    500       
                       Stock Option        2001                                 
                       Plan                                                   
  October 1, 2001      Special 2001        March 30,    CAD $29.49    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 3, 2001      Special 2001        March 30,    USD $18.76    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 3, 2001      Special 2001        March 30,    CAD $29.49    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 4, 2001      Special 2001        March 30,    USD $18.76    200       
                       Stock Option        2001                                 
                       Plan                                                   
  October 4, 2001      Special 2001        March 30,    CAD $29.49    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 5, 2001      Special 2001        March 30,    CAD $29.49    400       
                       Stock Option        2001                                 
                       Plan                                                   
  October 6, 2001      Special 2001        March 30,    USD $18.76    700       
                       Stock Option        2001                                 
                       Plan                                                   
  October 7, 2001      Special 2001        March 30,    USD $18.76    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 9, 2001      Special 2001        March 30,    USD $18.76    700       
                       Stock Option        2001                                 
                       Plan                                                   
  October 10, 2001     Special 2001        March 30,    CAD $29.49    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 11, 2001     Special 2001        March 30,    USD $18.76    200       
                       Stock Option        2001                                 
                       Plan                                                   
  October 11, 2001     Special 2001        March 30,    CAD $29.49    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 12, 2001     Special 2001        March 30,    USD $18.76    200       
                       Stock Option        2001                                 
                       Plan                                                   
  October 12, 2001     Special 2001        March 30,    CAD $29.49    300       
                       Stock Option        2001                                 
                       Plan                                                   
  October 13, 2001     Special 2001        March 30,    USD $18.76    500       
                       Stock Option        2001                                 
                       Plan                                                   
  October 14, 2001     Special 2001        March 30,    USD $18.76    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 15, 2001     Special 2001        March 30,    USD $18.76    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 16, 2001     Special 2001        March 30,    CAD $29.49    500       
                       Stock Option        2001                                 
                       Plan                                                   
  October 17, 2001     Special 2001        March 30,    USD $18.76    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 18, 2001     Special 2001        March 30,    CAD $29.49    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 19, 2001     Special 2001        March 30,    CAD $29.49    400       
                       Stock Option        2001                                 
                       Plan                                                   
  October 25, 2001     Special 2001        March 30,    USD $18.76    100       
                       Stock Option        2001                                 
                       Plan                                                   
  October 29, 2001     Special 2001        March 30,    CAD $29.49    100       
                       Stock Option        2001                                 
                       Plan                                                   
  Subtotal                                                         11,500       
                                                     
  Closing Stock Option Plan                                       830,000       
                                                                            
  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:  October 31, 2001 
Date Prepared:     November 6, 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