Exhibit 3




---



##### 



Presentation of Information
   Documents Incorporated by Reference
  (i)
    
    SLF Inc.s Managements Discussion and Analysis (MD&A) for the year ended December 31,
2009, and(ii)
    
    SLF Inc.s Consolidated Financial Statements and accompanying notes (Consolidated Financial
Statements) for the year ended December 31, 2009.
  Forward-looking Information
 www.sec.gov




---



##### 



Table of Contents
 ConsolidatedManagements
    
    FinancialAnnual Information
    
    Discussion &
    
    StatementsForm
    
    Analysis
    
    and NotesCorporate Structure
    
    
    2General Development of the Business
    
    
    3
    
    
    
    
    
    
    
    16Business of Sun Life FinancialGeneral Summary
    
    
    5
    
    
    
    6
    
    
    
    2-6Business Performance
    
    
    
    
    
    
    7
    
    
    
    2-6Investments
    
    
    
    
    
    
    43
    
    
    
    18Risk Management
    
    
    
    
    
    
    49
    
    
    
    24Capital StructureGeneral Description
    
    
    6Constraints
    
    
    7Market for Securities
    
    
    8Sales of Unlisted Securities
    
    
    9Dividends
    
    
    9
    
    
    
    61
    
    
    
    4Security Ratings
    
    
    10Transfer Agent and Registers
    
    
    12Directors and Executive Officers
    
    
    13Interests of Experts
    
    
    17Regulatory Matters
    
    
    18Risk Factors
    
    
    26Legal and Regulatory Proceedings
    
    
    38
    
    
    
    65Additional Information
    
    
    38AppendicesA  Charter of Audit Committee
    
    
    39B  Policy Restricting the Use of External Auditors
    
    
    42
 Sun Life Financial Inc. | sunlife.com
    
    1




---



##### 



Corporate Structure
 Incorporation
    Principal Subsidiaries and Significant Equity Investments
  
 Sun Life Financial Inc. | sunlife.com
    
    2




---



##### 



General Development of the Business
 Overview
  Business Segment
    
    Business UnitsSLF Canada
    
    Individual Insurance & InvestmentsGroup BenefitsGroup WealthSLF U.S.
    
    AnnuitiesIndividual InsuranceEmployee Benefits GroupMFS Investment Management
    
    SLF Asia
    
    Corporate
    
    SLF U.K.Corporate Support
  Products
    
    SLF Canada
    
    SLF U.S.
    
    MFS
    
    SLF Asia
    
    CorporateIndividual life insurance
    
    
    n
    
    
    
    n
    
    
    
    
    
    
    
    n
    
    
    
    nIndividual annuity and savings
    
    
    n
    
    
    
    n
    
    
    
    
    
    
    
    n
    
    
    
    nGroup life and health
    
    
    n
    
    
    
    n
    
    
    
    
    
    
    
    nGroup pension and retirement
    
    
    n
    
    
    
    
    
    
    
    
    
    
    
    nMutual funds
    
    
    n
    
    
    
    
    
    
    
    n
    
    
    
    nAsset management
    
    
    n
    
    
    
    n
    
    
    
    n
    
    
    
    nIndividual health insurance
    
    
    n
    
    
    
    
    
    
    
    
    
    
    
    nReinsurance (life retrocession)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n
  Distribution Channels
    
    SLF Canada
    
    SLF U.S.
    
    MFS
    
    SLF AsiaDirect sales agents
    
    
    n
    
    
    
    
    
    
    
    
    
    
    
    nIndependent and managing general agents
    
    
    n
    
    
    
    n
    
    
    
    
    
    
    
    nFinancial intermediaries (e.g., brokers)
    
    
    n
    
    
    
    n
    
    
    
    n
    
    
    
    nBanks
    
    
    
    
    
    
    n
    
    
    
    n
    
    
    
    nPension and benefit consultants
    
    
    n
    
    
    
    n
    
    
    
    n
    
    
    
    nDirect sales (including Internet and
telemarketing)
    
    
    n
    
    
    
    
    
    
    
    
    
    
    
    n
 Sun Life Financial Inc. | sunlife.com
    
    3




---



##### 



Acquisitions, Disposals, and Other Developments
  Acquisition of U.S. Group Benefits Business
  Disposition
of CI Financial Income Fund
  Acquisition of U.K. Business
  Other Developments
     Sun Life Financial Inc. | sunlife.com
    
    4




---



##### 



Business of Sun Life Financial
 www.sedar.com
 Protection and Wealth Businesses
    Competition
     Sun Life Financial Inc. | sunlife.com
    
    5




---



##### 



Seasonality
  Number of Employees  At December 31, 2009 the Company had approximately 14,260 full-time equivalent employees
(FTEs) across its operations, not including employees in joint venture operations.
 Capital Structure
 General
   Issued Share Capital
 Number of
    
    
    Exchanges 1Security
    
    Shares
    
    
    TSX
    
    NYSX
    
    PSECommon Shares
    
    
    564,580,672
    
    
    
    
    n
    
    
    
    n
    
    
    
    nClass A Preferred SharesSeries 1
    
    
    16,000,000
    
    
    
    
    nSeries 2
    
    
    13,000,000
    
    
    
    
    nSeries 3
    
    
    10,000,000
    
    
    
    
    nSeries 4
    
    
    12,000,000
    
    
    
    
    nSeries 5
    
    
    10,000,000
    
    
    
    
    nSeries 6R
    
    
    10,000,000
    
    
    
    
    n
 1
    
    Toronto Stock Exchange (TSX), New York Stock Exchange (NYSE) and Philippines Stock
Exchange (PSE)
 Common Shares
   Sun Life Financial Inc. | sunlife.com
    
    6




---



##### 



Class A Preferred Shares
  Class A Preferred Shares
 Series
    
    Quarterly
    
    
    Early
    
    ProspectusDividend ($)
    
    
    Redemption
    
    DateDateSeries 1
    
    
    0.296875
    
    
    March 31, 2010
    
    February 17, 2005Series 2
    
    
    0.300000
    
    
    September 30, 2010
    
    July 8, 2005Series 3
    
    
    0.278125
    
    
    March 31, 2011
    
    January 6, 2006Series 4
    
    
    0.278125
    
    
    December 31, 2011
    
    October 2, 2006Series 5
    
    
    0.281250
    
    
    March 31, 2012
    
    January 25, 2007Series 6R
    
    
    0.375000
    
    
    June 30, 2014
    
    May 8, 2009
  Class B Preferred Shares
  Constraints on Shares
 Regulatory Matters  Canada  Restrictions on Ownership
 Sun Life Financial Inc. | sunlife.com
    
    7




---



##### 



Market for Securities
  Common Shares
 TradingPrice ($)
    
    volumeHigh
    
    Low
    
    Close
    
    (thousands)January
    
    
    29.99
    
    
    
    22.00
    
    
    
    24.96
    
    
    
    33,018February
    
    
    25.78
    
    
    
    18.06
    
    
    
    19.91
    
    
    
    49,065March
    
    
    24.26
    
    
    
    14.97
    
    
    
    22.84
    
    
    
    61,948April
    
    
    29.48
    
    
    
    27.81
    
    
    
    27.90
    
    
    
    46,368May
    
    
    30.44
    
    
    
    26.11
    
    
    
    28.71
    
    
    
    36,083June
    
    
    33.70
    
    
    
    28.99
    
    
    
    31.40
    
    
    
    30,708July
    
    
    38.50
    
    
    
    27.81
    
    
    
    36.82
    
    
    
    32,664August
    
    
    38.13
    
    
    
    30.87
    
    
    
    32.40
    
    
    
    29,882September
    
    
    33.70
    
    
    
    29.83
    
    
    
    33.55
    
    
    
    29,299October
    
    
    33.75
    
    
    
    28.31
    
    
    
    29.93
    
    
    
    26,655November
    
    
    30.52
    
    
    
    27.00
    
    
    
    29.16
    
    
    
    44,970December
    
    
    30.85
    
    
    
    27.51
    
    
    
    30.25
    
    
    
    26,776Class A Preferred SharesSeries 1
    
    Series 2Price ($)
    
    Trading volume
    
    Price ($)
    
    Trading volumeHigh
    
    Low
    
    Close
    
    (thousands)
    
    High
    
    Low
    
    Close
    
    (thousands)January
    
    
    17.73
    
    
    
    15.95
    
    
    
    16.95
    
    
    
    589
    
    
    
    17.20
    
    
    
    16.45
    
    
    
    16.80
    
    
    
    657February
    
    
    16.95
    
    
    
    15.15
    
    
    
    15.52
    
    
    
    219
    
    
    
    16.89
    
    
    
    15.50
    
    
    
    15.75
    
    
    
    201March
    
    
    15.74
    
    
    
    13.30
    
    
    
    15.70
    
    
    
    291
    
    
    
    15.97
    
    
    
    13.15
    
    
    
    15.89
    
    
    
    224April
    
    
    17.41
    
    
    
    17.15
    
    
    
    17.09
    
    
    
    273
    
    
    
    17.64
    
    
    
    17.39
    
    
    
    17.37
    
    
    
    211May
    
    
    18.58
    
    
    
    16.95
    
    
    
    17.98
    
    
    
    439
    
    
    
    18.67
    
    
    
    17.30
    
    
    
    18.19
    
    
    
    218June
    
    
    18.09
    
    
    
    17.61
    
    
    
    17.94
    
    
    
    485
    
    
    
    18.75
    
    
    
    17.85
    
    
    
    18.56
    
    
    
    265July
    
    
    19.54
    
    
    
    17.63
    
    
    
    19.54
    
    
    
    1,118
    
    
    
    19.68
    
    
    
    18.32
    
    
    
    19.68
    
    
    
    315August
    
    
    21.86
    
    
    
    19.67
    
    
    
    20.94
    
    
    
    407
    
    
    
    21.94
    
    
    
    19.59
    
    
    
    21.36
    
    
    
    572September
    
    
    20.85
    
    
    
    20.00
    
    
    
    20.40
    
    
    
    274
    
    
    
    21.23
    
    
    
    20.06
    
    
    
    20.40
    
    
    
    289October
    
    
    20.40
    
    
    
    19.60
    
    
    
    19.95
    
    
    
    343
    
    
    
    20.40
    
    
    
    19.53
    
    
    
    20.04
    
    
    
    232November
    
    
    20.52
    
    
    
    19.75
    
    
    
    20.00
    
    
    
    186
    
    
    
    20.79
    
    
    
    19.80
    
    
    
    20.21
    
    
    
    256December
    
    
    20.84
    
    
    
    19.84
    
    
    
    20.70
    
    
    
    203
    
    
    
    20.83
    
    
    
    19.99
    
    
    
    20.66
    
    
    
    451Series 3
    
    Series 4Price ($)
    
    Trading volume
    
    Price ($)
    
    Trading volumeHigh
    
    Low
    
    Close
    
    (thousands)
    
    High
    
    Low
    
    Close
    
    (thousands)January
    
    
    16.24
    
    
    
    15.00
    
    
    
    15.50
    
    
    
    445
    
    
    
    16.10
    
    
    
    15.05
    
    
    
    15.70
    
    
    
    392February
    
    
    15.69
    
    
    
    14.55
    
    
    
    14.90
    
    
    
    262
    
    
    
    15.85
    
    
    
    14.50
    
    
    
    15.19
    
    
    
    240March
    
    
    14.90
    
    
    
    12.60
    
    
    
    14.90
    
    
    
    139
    
    
    
    15.39
    
    
    
    12.50
    
    
    
    14.69
    
    
    
    358April
    
    
    16.15
    
    
    
    15.88
    
    
    
    16.14
    
    
    
    187
    
    
    
    16.22
    
    
    
    16.10
    
    
    
    15.99
    
    
    
    142May
    
    
    17.17
    
    
    
    16.09
    
    
    
    16.70
    
    
    
    271
    
    
    
    17.30
    
    
    
    15.99
    
    
    
    16.97
    
    
    
    413June
    
    
    17.20
    
    
    
    16.55
    
    
    
    16.77
    
    
    
    202
    
    
    
    17.25
    
    
    
    16.60
    
    
    
    16.80
    
    
    
    297July
    
    
    18.76
    
    
    
    16.70
    
    
    
    18.48
    
    
    
    443
    
    
    
    18.84
    
    
    
    16.67
    
    
    
    18.46
    
    
    
    452August
    
    
    20.49
    
    
    
    18.40
    
    
    
    19.80
    
    
    
    332
    
    
    
    20.60
    
    
    
    18.30
    
    
    
    19.82
    
    
    
    220September
    
    
    19.75
    
    
    
    18.67
    
    
    
    18.67
    
    
    
    318
    
    
    
    19.75
    
    
    
    18.62
    
    
    
    18.71
    
    
    
    366October
    
    
    18.87
    
    
    
    18.14
    
    
    
    18.60
    
    
    
    218
    
    
    
    18.87
    
    
    
    18.16
    
    
    
    18.40
    
    
    
    517November
    
    
    19.47
    
    
    
    18.37
    
    
    
    18.83
    
    
    
    214
    
    
    
    19.25
    
    
    
    18.36
    
    
    
    18.74
    
    
    
    337December
    
    
    19.15
    
    
    
    18.58
    
    
    
    19.00
    
    
    
    236
    
    
    
    19.18
    
    
    
    18.51
    
    
    
    19.12
    
    
    
    337
 Sun Life Financial Inc. | sunlife.com
    
    8




---



##### 



Series 5
    
    Series 6RPrice ($)
    
    Trading volume
    
    Price ($)
    
    Trading volumeHigh
    
    Low
    
    Close
    
    (thousands)
    
    High
    
    Low
    
    Close
    
    (thousands)January
    
    
    16.38
    
    
    
    15.26
    
    
    
    15.82
    
    
    
    373
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February
    
    
    15.83
    
    
    
    14.31
    
    
    
    15.00
    
    
    
    310
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March
    
    
    15.10
    
    
    
    12.80
    
    
    
    15.05
    
    
    
    113
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    April
    
    
    16.63
    
    
    
    16.20
    
    
    
    16.63
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    May
    
    
    17.40
    
    
    
    16.34
    
    
    
    17.15
    
    
    
    565
    
    
    
    25.94
    
    
    
    25.55
    
    
    
    25.80
    
    
    
    1,291June
    
    
    17.78
    
    
    
    16.75
    
    
    
    17.20
    
    
    
    303
    
    
    
    26.45
    
    
    
    25.75
    
    
    
    26.44
    
    
    
    452July
    
    
    18.99
    
    
    
    16.85
    
    
    
    18.99
    
    
    
    145
    
    
    
    27.57
    
    
    
    26.05
    
    
    
    27.10
    
    
    
    274August
    
    
    20.55
    
    
    
    18.77
    
    
    
    19.89
    
    
    
    298
    
    
    
    27.70
    
    
    
    26.45
    
    
    
    27.11
    
    
    
    302September
    
    
    19.85
    
    
    
    18.80
    
    
    
    18.95
    
    
    
    299
    
    
    
    27.87
    
    
    
    26.78
    
    
    
    27.10
    
    
    
    510October
    
    
    19.12
    
    
    
    18.31
    
    
    
    18.68
    
    
    
    287
    
    
    
    27.50
    
    
    
    26.85
    
    
    
    27.05
    
    
    
    286November
    
    
    19.47
    
    
    
    18.55
    
    
    
    18.92
    
    
    
    241
    
    
    
    27.65
    
    
    
    26.95
    
    
    
    27.20
    
    
    
    166December
    
    
    19.29
    
    
    
    18.60
    
    
    
    19.29
    
    
    
    431
    
    
    
    27.70
    
    
    
    27.05
    
    
    
    27.53
    
    
    
    150
 Sales of Unlisted Securities
    Dividends
   2009
    
    
    2008
    
    
    2007Common Shares
    
    $
    1.44
    
    
    
    $
    1.44
    
    
    $
    1.32Class A Preferred SharesSeries 1
    
    $
    1.187500
    
    
    
    $
    1.187500
    
    
    $
    1.187500Series 2
    
    $
    1.200000
    
    
    
    $
    1.200000
    
    
    $
    1.200000Series 3
    
    $
    1.112500
    
    
    
    $
    1.112500
    
    
    $
    1.112500Series 4
    
    $
    1.112500
    
    
    
    $
    1.112500
    
    
    $
    1.112500Series 5
    
    $
    1.125000
    
    
    
    $
    1.125000
    
    
    $
    1.019435Series 6R
    
    $
    0.921580
    
    
    
    
    
    
    
    
    
  Sun Life Financial Inc. | sunlife.com
    
    9




---



##### 



Security Ratings
    Security Ratings
 DBRS1
    
    
    S&P2
    
    
    Moodys3
    
    
    Fitch4Rating
    
    
    Rank
    
    
    Rating
    
    
    Rank
    
    
    Rating
    
    
    Rank
    
    
    Rating
    
    
    RankClass A Preferred SharesSeries 1-6R
    
    
    Pfd-1(low)
    
    
    1 of 6
    
    
    P-1(low)/A-
    
    
    1 of 55
    
    
    Baa2
    
    
    4 of 10
    
    
    BBB6
    
    
    4 of 10Senior Unsecured
DebenturesSeries A-D
    
    
    AA (low)
    
    
    2 of 10
    
    
    A+
    
    
    3 of 10
    
    
    NR7
    
    
    
    
    
    A-
    
    
    3 of 10Subordinated Unsecured
DebenturesSeries 2007-1, Series
2008-1, Series 2008-2
and Series 2009-1
    
    
    A(high)
    
    
    3 of 10
    
    
    A
    
    
    3 of 10
    
    
    NR7
    
    
    
    
    
    BBB+
    
    
    4 of 10
 1
    DBRS Limited2
    Standard & Poors, a division of McGraw-Hill Companies3

    Moodys Investors Service has only provided a rating for SLF Inc.s Series 2 preferred shares4
    The Company does not solicit ratings opinions from Fitch and the ratings by Fitch are based on publicly available information5

    Reflects Canadian scale and corresponds to a 4 of 20 on a Global scale6
    On January 29, 2010, Fitch Ratings downgraded over 200 preferred and hybrid capital instruments of issuers in the insurance sector; as part of this exercise SLF Inc.s preferred shares were downgraded
one notch from BBB+ to BBB7
    Not Rated Sun Life Financial Inc. | sunlife.com
    
    10




---



##### 



DBRS Limited (DBRS)
   Standard & Poors
   Moodys Investors Service
  Fitch Ratings
  Sun Life Financial Inc. | sunlife.com
    
    11




---



##### 



Asset-backed Securities
  Transfer Agents and Registrars
 Common Shares
 Transfer Agent and Location ofRegistersCanada
    
    CIBC Mellon Trust CompanyP.O. Box 7010Adelaide Street Postal StationToronto, OntarioCanada M5C 2W9United States
    
    BNY Mellon Shareowner Services480 Washington BoulevardJersey City, NJ 07310United StatesUnited Kingdom
    
    Capita Registrars Ltd.34 Beckenham RoadBeckenham, KentUnited Kingdom BR3 4TUPhilippines
    
    The Hongkong and Shanghai Banking Corporation Limited5/F, HSBC Centre3058 Fifth Avenue WestBonifacio Global CityTaguig City, 1634, PhilippinesHong Kong
    
    Computershare Hong Kong Investor Services Limited17M Floor, Hopewell Centre183 Queens Road EastWanchai, Hong Kong
 Preferred Shares and Debentures
  Sun Life Financial Inc. | sunlife.com
    
    12




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##### 



Directors and Executive Officers
 Board of Directors
   Name andProvince/State and
    
    Principal
    
    DirectorCountry of Residence
    
    Occupation
    
    Since
    
    Board Committee MembershipJames C. Baillie 

Ontario, Canada
    
    of Counsel, Torys LLP
    
    
    2000
    
    
    Audit
Risk ReviewGeorge W. Carmany, III
Massachusetts, USA
    
    President, G.W. Carmany and  Company,
Inc.
    
    
    2004
    
    
    Investment Oversight
Management ResourcesJohn H. Clappison     

Ontario, Canada
    
    Corporate Director
    
    
    2006
    
    
    Audit
Risk ReviewDavid A. Ganong, CM
New Brunswick, Canada
    
    Chairman, Ganong Bros. Limited
    
    

    2002
    
    
    Audit
Governance and Conduct ReviewGermaine Gibara 
Quebec, Canada
    
    President, Avvio Management Inc.
    
    
    2002
    
    
    Investment Oversight
Management ResourcesKrystyna T. Hoeg
Ontario, Canada
    
    Corporate Director
    
    
    2002
    
    
    Audit
Risk ReviewDavid W. Kerr
Ontario, Canada
    
    Managing Partner, Edper Financial
Group
    
    
    2004
    
    
    Investment Oversight
Management ResourcesIdalene F. Kesner
Indiana, USA
    
    Associate Dean of Faculty and
Research and Frank P. Popoff Chair
of Strategic Management, Kelley
School of Business, Indiana
University
    
    
    2002
    
    
    Governance and Conduct Review
Risk ReviewMitchell M. Merin     

New Jersey, USA
    
    Corporate Director
    
    
    2007
    
    
    Investment Oversight
Management Resources
Risk ReviewBertin F. Nadeau
Quebec, Canada
    
    Chairman and Chief Executive
Officer, GescoLynx Inc.
    
    
    1999
    
    
    Governance and Conduct Review
Management ResourcesRonald W. Osborne
Ontario, Canada
    
    Chairman, SLF Inc. and Sun Life
Assurance
    
    
    1999
    
    
    Governance and Conduct ReviewHon. Hugh D. Segal, CM
Ontario, Canada
    
    Senator, Government of Canada
    
    
    2009
    
    
    Governance and Conduct Review
Investment OversightDonald A. Stewart
Ontario, Canada
    
    Chief Executive Officer, SLF Inc. and 
Sun Life Assurance
    
    
    1999
    
    
    NoneJames H. Sutcliffe
London, England
    
    Corporate Director
    
    
    2009
    
    
    Audit
Risk Review
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(i)
    
    Mr. Kerr is a director of CanWest Global Communications Corp. In October 2009, it filed
for protection under the Companies Creditors Arrangement Act (CCAA) and filed for
recognition and ancillary relief under Chapter 15 of the Bankruptcy Code in the United
States;(ii)
    
    Professor Kesner, a director of SLF Inc., was a director of Harriet & Henderson Yarns,
Inc. until May 2003. In July 2003, Harriet & Henderson Yarns, Inc. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code in the United States. Professor Kesner is
no longer a director of Harriet & Henderson Yarns, Inc.;(iii)
    
    Messrs Ganong and Osborne, directors of SLF Inc., were directors of Air Canada when
it filed for protection under the Companies Creditors Arrangement Act in April 2003. Air
Canada successfully emerged from those proceedings and was restructured pursuant to a plan
of arrangement in September 2004. Messrs Ganong and Osborne are no longer directors of Air
Canada; and(iv)
    
    Mr. Osborne was a director of Nortel Networks Corporation and Nortel Networks Limited
(collectively, Nortel) when on April 10, 2006 the Ontario Securities Commission (OSC)
issued a management cease trade order prohibiting all directors, officers and certain other
current and former employees of Nortel from trading in securities of Nortel until two
business days following receipt by the OSC of all filings required to be made by Nortel
pursuant to Ontario securities laws. This order resulted from Nortels need to restate
certain previously reported financial results and related delays in filing certain of its
2005 financial results. This order was revoked effective June 8, 2006. Mr. Osborne is no
longer a director of Nortel.
 Audit Committee
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Executive Officers
  Province/State andName
    
    Country of Residence
    
    PositionDonald A. Stewart
    
    Ontario, Canada
    
    Chief Executive OfficerJon A. Boscia
    
    Ontario, Canada
    
    PresidentDean A. Connor
    
    Ontario, Canada
    
    Chief Operating OfficerClaude A. Accum
    
    Massachusetts, USA
    
    Executive Vice-President,
Actuarial and Risk ManagementThomas A. Bogart
    
    Ontario, Canada
    
    Executive Vice-President
and General CounselKevin P. Dougherty
    
    Ontario, Canada
    
    President, SLF Canada and
President, Sun Life Global
InvestmentsColm J. Freyne
    
    Ontario, Canada
    
    Executive Vice-President
and Chief Financial
OfficerStephen C. Peacher
    
    Massachusetts, USA
    
    Executive Vice-President
and Chief Investment
OfficerMark S. Saunders
    
    Ontario, Canada
    
    Executive Vice-President
and Chief Information
OfficerMichael P. Stramaglia
    
    Ontario, Canada
    
    Executive Vice-President
and Chief Risk Officer
  Code of Ethics
 www.sedar.com www.sec.gov
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Shareholdings of Directors and Executive Officers
  Principal Accountant Fees and Services
   Audit
FeesYear Ended December 31($ millions)
    
    
    2009
    
    
    
    20081Audit Services
    
    
    20.0
    
    
    
    
    20.1Audit-Related Services
    
    
    3.1
    
    
    
    
    2.1Other Services
    
    
    0.2
    
    
    
    
    0.2
 1
    
    The 2008 amounts have been adjusted from those previously disclosed to remove $1.8
million in fees relating to fiscal 2007 audits and include $3.0 million in fees relating to fiscal
2008 audits. These fees could not be estimated at the date of the Companys prior annual
information form.
    Policy for Approval of Auditor Services
   Interest of Experts
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Regulatory Matters
  Canada
 General
  
    
    banking services,
    
    investment counselling and portfolio management,
    
    mutual funds,
    
    trust services,
    
    real property brokerage and appraisal, and
    
    merchant banking services.
   Investment Powers
  Capital and Surplus Requirements
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Restrictions on Dividends and Capital Transactions
   Restrictions on Ownership
  
    
    No person is permitted to acquire any shares of SLF Inc. if the acquisition would cause
the person to have a significant interest in any class of shares of SLF Inc., without the
prior approval of the Minister of Finance of Canada.
    
    SLF Inc. is not permitted to record any transfer or issue of shares of SLF Inc. if the
transfer or issue would cause the person to have a significant interest in SLF Inc., unless
prior approval is obtained from the Minister of Finance of Canada.
    
    No person who has a significant interest in SLF Inc. may exercise any voting rights
attached to the shares held by that person, unless prior approval of the Minister of Finance
of Canada is obtained.
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Appointed Actuary
  
    
    the value of the Companys consolidated policy liabilities as at the end of each period in
accordance with accepted actuarial practices, including the selection of appropriate
assumptions and methods,
    
    whether the amount of policy liabilities makes appropriate provisions for all obligations
to policyholders, and
    
    whether the valuation of liabilities is fairly presented in the consolidated financial
statements.
  Provincial/Territorial Insurance Regulation
  Privacy of Customer Information
  Anti-Money Laundering Legislation
 Proceeds of Crime (Money Laundering) and Terrorist Financing Act,
 Securities Laws
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United States
 General Regulation at the State Level
     Restrictions on Dividends
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NAIC IRIS Ratios
  Statutory Investment and Other Valuation Reserves
 Minimum Statutory Surplus and
Capital
    Risk-based Capital Requirements
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Minimum Statutory Surplus and Capital
   Regulation of Investments
  Insurance Guaranty Assessments
  General Regulation of Insurance at the Federal Level
   USA PATRIOT Act of 2001
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Privacy of Customer Information
  Securities Laws
        United Kingdom
 Insurance Regulation
 Financial Services and Markets Act 2000 FSA Handbook of Rules and Guidance Principles for Businesses High Level Standards
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Long-term Assets and Liabilities
  Capital Resources Requirements
   Restrictions on Dividends and Capital Transactions
 Companies Act
1985
 Financial Ombudsman Service
  Financial Services Compensation Scheme
  Intervention
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    25




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Regulatory Methodology
  Securities Laws
  Other Jurisdictions
  Risk Factors
  www.sedar.com
 Credit Risk
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Equity Market Risk
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Interest Rate Risk
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Risk of Sustained Economic Downturn
    Changes in Legislation and Regulations
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Legal, Regulatory and Market Conduct Matters
   Liquidity Risk
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Capital Adequacy Risk
    Financial Strength and Credit Ratings
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Investment Performance
    Mergers Acquisitions and Divestitures
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Insurance Risk- Mortality, Morbidity and Longevity
       Product Design and Pricing
   Policyholder Behaviour
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Distribution Channels
    Operations in Asia
      Competition
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Foreign Currency Exchange Rate Risk
   Model Risk
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Business Continuity
   Information System Security and Privacy/ System & Control Failure
    Dependence on Third Party Relationships
   Attracting and Retaining Talent
  Closed Block
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Environmental Risk
    
    
    Business losses and disruptions caused by climate change resulting from extreme weather, rising sea
levels, heat waves, severe storms, wildfires, floods and droughts and the resulting disruption to
water, air and food supplies;
    
    Implications of the development of a legal and regulatory framework to address climate change, such
as potential disruption or increased cost of oil-dependent transportation, increased fuel and
electricity costs and costs associated with new building requirements; and
    
    Health risks and increased mortality resulting from pollution and climate change and its impact on
water and food supply, changes in distribution and burden of organism-borne, food-borne and
waterborne infectious diseases.
 Reinsurance Markets
    Interaction of Risks
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Legal and Regulatory Proceedings
   Additional Information
   (i)
    
    this AIF and any document or the pertinent pages of any document incorporated by reference
herein,(ii)
    
    SLF Inc.s comparative Consolidated Financial Statements for its most recently completed
financial year with the accompanying auditors report,(iii)
    
    SLF Inc.s interim Consolidated Financial Statements subsequent to the financial
statements for its most recently completed financial year,(iv)
    
    SLF Inc.s most recent proxy circular, and(v)
    
    any other documents incorporated by reference into a preliminary short form prospectus or a
short form prospectus.
  th
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APPENDIX A  Charter of the Audit Committee
 Purpose
  1.
    
    The integrity of financial statements and information provided to shareholders and others.
 2.
    
    The Corporations compliance with financial regulatory requirements.
 3.
    
    The adequacy and effectiveness of the internal control environment implemented and maintained
by management.
 4.
    
    The qualifications, independence and performance of the External Auditor, who is accountable
to the Audit Committee, the Board of Directors and the shareholders.
 Membership
    Structure and Operations
    Duties and Responsibilities of the Audit Committee
 Financial Reporting
 1.
    
    Reviews with management and the External Auditors and makes recommendations to the Board
of Directors on the approval of:
 a)
    
    the interim unaudited consolidated financial statements including the notes thereto,
Managements Discussion and Analysis and related news release;b)
    
    the annual audited consolidated financial statements including the notes thereto,
Managements Discussion and Analysis and related news release; andc)
    
    the annual information form.
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2.
    
    In conducting its review of the quarterly and annual financial statements, it:
 a)
    
    discusses with the External Auditor any significant changes that were required in the
external audit plan, any significant issues raised with management during the course of the
audit or review, including any restrictions on the scope of activities or access to
information; and those matters that are required to be discussed under generally accepted
auditing standards;b)
    
    receives a report from management of their review of financial statements, Managements
Discussion and Analysis and related news releases and discusses with the Chief Executive
Officer and the Chief Financial Officer the certifications relating to financial disclosure
and controls that those officers are required by law to file with securities regulatory
authorities;c)
    
    assures itself that the External Auditor is satisfied that the accounting estimates and
judgements made by management, and managements selection of accounting principles, reflect
an appropriate application of generally accepted accounting principles;d)
    
    discusses with the Chief Actuary the parts of the annual audited consolidated financial
statements prepared by that officer; and.e)
    
    reviews with management and the External Auditor the Corporations principal accounting
practices and policies; andf)
    
    considers emerging industry, regulatory and accounting standards and the possible
impact on the Corporations principal accounting practices and policies.
 External Auditor
 3.
    
    Reviews the independence of the External Auditor, including the requirements relating to
such independence of the laws governing Sun Life Financial and the applicable rules of stock
exchanges on which Sun Life Financials securities are listed. At least annually, the
Committee receives from and reviews with the External Auditor their written statement
delineating relationships with Sun Life Financial and, if necessary, recommends that the Board
take appropriate action to satisfy itself of the External Auditors independence and
accountability to the Committee and the Board.
 4.
    
    Appraises the performance of the External Auditor and recommends to the Board the appointment
or, if so determined by the Committee, the replacement of the External Auditor, subject to the
approval of the shareholders.
 5.
    
    Reviews and approves the Policy Restricting the Use of External Auditors, which outlines the
services for which the External Auditor can be engaged and the policy regarding the employment
of former employees of the External Auditor.
 6.
    
    Determines, reviews and approves the services to be performed by the External Auditor and the
fees to be paid to the External Auditors for audit, audit-related and other services permitted
by law and in accordance with the Policy Restricting the Use of the External Auditor.
 7.
    
    Reviews with the External Auditor and management the overall scope of the annual audit plan,
quality control procedures and the resources that the External Auditor will devote to the
audit.
 8.
    
    Reviews with the External Auditor any regulatory investigations that pertain to the External
Auditor.
 Internal Control and Audit
 9.
    
    Requires management to implement and maintain appropriate internal control procedures, and
reviews, evaluates and approves the procedures.
 10.
    
    Reviews managements reports on the effectiveness of Sun Life Financials disclosure controls
and procedures and its internal control over financial reporting.
 11.
    
    Reviews with management and the Chief Auditor:
 (a)
    
    the overall scope of the annual internal audit plan, including its coordination with
the External Auditors audit plan, and the adequacy of the resources available to the Chief
Auditor; and(b)
    
    the effectiveness of the internal control procedures, including a report thereon
received from the Chief Auditor that includes disclosure of any significant changes that
were required in the internal audit plan and any significant issues raised with management
during the course of the internal audit, including any restrictions on the scope of
activities or access to information.
 12.
    
    Receives quarterly reports on fraud investigations.
 13.
    
    Approves procedures established to handle complaints, and anonymous employee submissions,
with respect to matters and concerns regarding accounting, internal control and auditing.
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Governance
 14.
    
    Discusses with the External Auditor the finance and control-related aspects of material
transactions that are being proposed by Sun Life Financial.
 15.
    
    Reviews, and discusses with the External Auditor and the Chief Actuary such reports and
regulatory returns of the Sun Life Financial as may be specified by law.
 16.
    
    Reviews matters within its mandate that are addressed in the regular examination and similar
reports received from regulatory agencies including managements responses and
recommendations.
 17.
    
    Discusses the qualifications for and determines whether a member of the Committee is a
financial expert and in conjunction with the Governance and Conduct Review Committee ensures
the ongoing financial literacy of Committee members.
 Other
 18.
    
    Performs such other duties and exercises such other powers as may, from time to time, be
assigned to or vested in the Committee by the Board, and such other functions as may be
required of an audit committee by law, regulations or applicable stock exchange rules.
 Sun Life Financial Inc. | sunlife.com
    
    41




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APPENDIX B  Policy Restricting the Use of External Auditors
 Introduction and Purpose
  Scope and Application
  Policy
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Appendix I  Prohibition on Services
  a)
    
    bookkeeping or other services related to the accounting records or financial statements;
 b)
    
    financial information systems design and implementation;
 c)
    
    appraisal or valuation services, fairness opinions, or contribution in-kind reports;
 d)
    
    actuarial services;
 e)
    
    internal audit outsourcing services;
 f)
    
    management functions or human resources;
 g)
    
    broker or dealer, investment adviser, or investment banking services;
 h)
    
    legal services and expert services unrelated to the audit;
 i)
    
    any service for which no fee is payable unless a specific result is obtained (contingent fees
or commissions);
 j)
    
    any non-audit tax services that recommend Sun Life Financial engage in confidential
transactions or aggressive tax position transactions, as defined by the U.S. Public Company
Accountability Oversight Board; and
 k)
    
    any other service that governing regulators or professional bodies determine to be
impermissible.
 Appendix II  Key Financial Reporting Oversight Roles
  §
    
    Chief Executive Officer§
    
    Chief Operating Officer§
    
    President§
    
    Executive Vice-President and Chief Financial Officer§
    
    Executive Vice-President and General Counsel§
    
    Executive Vice-President, Actuarial and Risk Management§
    
    Executive Vice-President and Chief Risk Officer§
    
    Senior Vice-President and Chief Auditor§
    
    Senior Vice-President and Controller§
    
    Senior Vice-President, Tax§
    
    Senior Vice-President, Treasurer§
    
    Appointed Actuary§
    
    Vice-President and Chief Accountant§
    
    Vice-President, Strategic and Financial Planning
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