Shares Issued and Outstanding

Sun Life Fin.Services of Canada Inc
7 January 2002

Letter to Sun Life Financial Services of Canada Inc.
Dated January 2, 2002

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 November 30, 2001    431,708,281

Rectification share issuance                                          - 190

Common shares issued and outstanding as at December 31, 2001    431,708,091


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         No. of Shares     Balance

         Issued and Outstanding - Opening Balance*                  431,708,281

ADD:     Stock Options Exercised          
         Share Purchase Plan          
         Dividend Reinvestment Plan          
         Exercise Warrants          
         Private Placement          
         Conversion          
         Other Issuance (Rectification Shares)          

SUBTRACT:Issuer Bid Purchase          
         Redemption          
         Other Cancellation (Rectification Shares)          190     431,708,091
         Closing Issued and Outstanding Share Balance*              431,708,091

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                  4,553,200
  
         Options Granted: (ADD)

         Date of    Name         Expiry                      No. of Options 
           Grant    of Optionee  Date     Exercise Price     Granted

         06-Dec-01  See attached 
                    list         06-Dec-11     USD 23.23       58,500

         06-Dec-01  See attached 
                    list         06-Dec-11     CAD 36.50       59,500

                                                SUBTOTAL      118,000

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

Date of    Names         Expiry
Grant      of Optionee   Date     Exercise Price     No. of Options Granted
                    


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

Date of 
Exercise /                     Date
 Canc.     Name of Optionee    of Grant     No. Options Canc. No. 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. /                     Date
Term      Name of Optionee  of Grant   Expiry Date  Exercise Price     Number

01-DEC-01 EXECUTIVES'       30-MAR-01    30-MAR-11     USD 18.76         4600

14-DEC-01 EXECUTIVES'       30-MAR-01    30-MAR-11     CAD 29.49         7000

                                          SUBTOTAL                     11,600

     
Stock Option Outstanding - Closing Balance                          4,659,600

RESERVED FOR SHARE COMPENSATION ARRANGEMENTS

D       Shares Reserved (for Stock Option Plan)

        NAME OF PROGRAM: EXECUTIVES' STOCK OPTION PLAN   No. 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

 
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         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                   872,900 
  
         Options Granted: (ADD)

         Date of    Name             Expiry                      No. of Options 
           Grant    of Optionee      Date     Exercise Price     Granted

         30-Mar-01  Reinstatement of   30-Mar-11    CAD 29.49              100
                    Special 2001 Award
                    Stock Option Plan
                    which was cancelled
                    on Oct 19, 2001

                                                SUBTOTAL                   100

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

Date of    Names         Expiry
Grant      of Optionee   Date     Exercise Price     No. of Options Granted
                    


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

Date of 
Exercise /                     Date
 Canc.     Name of Optionee    of Grant   No. Options Canc.  No. 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.

 
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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. /                                                  Exercise
Term      Name of Optionee    Date of Grant Expiry Date  Price         Number

27-MAY-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        500
31-MAY-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49       2000
11-OCT-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        500
02-NOV-01 Special 2001 Award  01-NOV-01     01-NOV-11    USD 20.79       4900
12-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        100
12-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
20-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
21-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
22-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
24-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        900
27-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        100
28-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        300
28-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
30-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
30-NOV-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49       1200
01-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        500
05-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
07-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
07-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        100
08-Dec-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        300
11-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        200
11-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
13-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        100
14-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        400
14-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
14-DEC-01 Special 2001 Award  01-NOV-01     01-NOV-11    USD 20.79        200
14-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        500
18-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
21-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        600
21-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        100
24-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        100

 
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24-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    USD 18.76        100
28-DEC-01 Special 2001 Award  30-MAR-01     30-MAR-11    CAD 29.49        700
31-DEC-01 Special 2001 Award  01-NOV-01     01-NOV-11    USD 18.76        100

                                                         SUBTOTAL      15,600
     
Stock Option Outstanding - Closing Balance                            857,400

RESERVED FOR SHARE COMPENSATION ARRANGEMENTS

D.     Shares Reserved (for Stock Option Plan)

       NAME OF PROGRAM: SPECIAL 2001
            AWARD STOCK OPTION PLAN                  No. 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

 
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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                            Expiry
       of Grant     Name of Optionee   Date     Exercise Price No. of Options   
                                                                 Granted
                    
                    
                                                  SUBTOTAL                 NIL

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

Date of                       Expiry
Grant     Name of Optionee    Date     Exercise Price     No.of Options Granted
                    
                    

                                                  SUBTOTAL                 NIL

Share Appreciation Rights or Market Growth Feature ('SAR') in tandem with Stock 
Options
 
Date of
Exercise /                    Date                            No.Shares Issued* 
Canc.      Name of Optionee   of Grant No.Options Canc.     (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. /                     Date
Term     Name of Optionee   of Grant    Expiry Date  Exercise Price     Number
                         
                         
                                                    SUBTOTAL               NIL
      
Stock Option Outstanding - Closing Balance                               28,000

 
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RESERVED FOR SHARE COMPENSATION ARRANGEMENTS

D     Shares Reserved (for Stock Option Plan)

      NAME OF PROGRAM: DIRECTORS' STOCK OPTION PLAN    No.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.


 
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