U.S. Securities and Exchange Commission 

Washington, D.C. 20549 

**Form 40-F**

**[    ] REGISTRATION STATEMENT PURSUANT TOSECTION 12 OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

**OR**

**[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

For the fiscal year ended**December 31, 2010**         Commission File Number **001-15014**

**SunLife Financial Inc.**

(Exact name of Registrant as specified in its charter) 

**Canada**

(Province or other jurisdiction of incorporation or organization) 

**52411**

(Primary Standard Industrial Classification Code Number (ifapplicable)) 

**Not Applicable**

(I.R.S. Employer Identification Number (if applicable)) 

**150 King Street West, 6th Floor, Toronto, Ontario, Canada M5H 1J9 (416) 979-4800**

(Address and telephone number of Registrant’s principal executive offices) 

**Sun Life Assurance Company of Canada – U.S. Operations Holdings, Inc.**

**One Sun Life Executive Park**

**Wellesley Hills, Massachusetts 02481**

**(781) 237-6030**

(Name, address (including zip code) and telephone number (including area code) of 

agent for service in the United States) 

Securities registered or to be registered pursuant to Section 12(b) of the Act: 

 

Securities registered or tobe registered pursuant to Section 12(g) of the Act. 

**Not Applicable**

(Title of Class) 

Securities forwhich there is a reporting obligation pursuant to Section 15(d) of the Act. 

**Not Applicable**

(Title of Class) 

For annual reports, indicate by check mark the information filed with this Form: 

 
              [**X** ] Annual information form         [**X** ] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 

 

**Common Shares**
    ** ****574,306,144****  **  **Class A Preferred Shares Series 1**    ** ****16,000,000****  **  **Class A Preferred Shares Series 2**    ** ****13,000,000****  **  **Class A Preferred Shares Series 3**    ** ****10,000,000****  **  **Class A Preferred Shares Series 4**    ** ****12,000,000****  **  **Class A Preferred Shares Series 5**    ** ****10,000,000****  **  **Class A Preferred Shares Series 6R**    ** ****10,000,000****  **  **Class A Preferred Shares Series 8R**    ** ****11,200,000****  **  
Indicate by check mark whether the Registrant by filing the information contained in this Form is also therebyfurnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection withsuch Rule. 

Yes ̈                             No****þ********

Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for thepast 90 days. 

Yes****þ********                             No  ̈

**INCORPORATION BY REFERENCE**

The following information is incorporated by reference in this annual report on Form 40-F: 

**Disclosure Controls and Procedures**

The information under the heading “AccountingControls and Matters - Disclosure Controls and Procedures” in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2010 (the “**2010 Annual MD&A**”). A copy of the Company’s2010 Annual MD&A is attached hereto as Exhibit 1. 

**Management’s Annual Report on Internal Control Over Financial Reporting**

The information under the heading “Accounting and Control Matters - Management’s Report on Internal Control over FinancialReporting” in the Company’s 2010 Annual MD&A and the information in the management report titled “Financial Reporting Responsibilities”, with respect to the Company’s annual consolidated financial statements for the yearended December 31, 2010 (the “**2010 Annual Financial Statements”**). Copies of the management report titled “Financial Reporting Responsibilities” and the Company’s 2010 Annual Financial Statements are attachedhereto as Exhibit 2. 

**Attestation Report of the Registered Public Accounting Firm**

The “Report of Independent Registered Chartered Accountants” with respect to the Company’s 2010 Annual Financial Statements, which isincluded in the Company’s 2010 Annual Financial Statements. 

**Changes in Internal Control Over Financial Reporting**

The information under the heading “Accounting and Control Matters - Changes in Internal Control overFinancial Reporting” in the Company’s 2010 Annual MD&A. 

**Identification of Audit Committee**

The information under the heading “Directors and Executive Officers - Audit Committee” in the Company’s annual information form datedFebruary 16, 2011 (the “**2010 AIF**”). A copy of the Company’s 2010 AIF is attached hereto as Exhibit 3. 

**AuditCommittee Financial Expert**

The information under the heading “Directors and Executive Officers - Audit Committee” in theCompany’s 2010 AIF. 

**Code of Ethics**

The information under the heading “Directors and Executive Officers - Code of Business Conduct” in the Company’s 2010 AIF. 

A copy of the Sun Life Financial Code of Business Conduct is attached hereto as Exhibit 4. 

InApril 2010, the Sun Life Financial Code of Business Conduct was updated: (a) to include an opening message from the Company’s Chief Executive Officer; (b) to add new sections related to internal controls, social media, recordsmanagement and sustainability; (c) to expand the discussion on anti-corruption, and bribery, restraint of trade and privacy; (d) to provide additional emphasis on reporting breaches and non-retaliation; (e) to simplify several sectionin the Code of Business Conduct and (f) to make amendments that are not substantive. A copy of the amended Code of Business Conduct was furnished to the Securities and Exchange Commission in a Form 6-K on April 23, 2010. 

**Principal Accountant Fees and Services**

The information under the headings “Directors and Executive Officers - Principal Accountant Fees and Services” and “Directors andExecutive Officers - Policy for Approval of Auditor Services” in the Company’s 2010 AIF. 

None of the services provided by theCompany’s external auditor described under “Directors and Executive Officers - Principal Accountant Fees and Services” in the Company’s 2010 AIF were approved pursuant to the waiver of pre-approval provisions in paragraph(c)(7)(i)(C) of SEC Rule 2-01 of Regulation S-X. 

**Off-Balance Sheet Arrangements**

The information under the heading “Capital and Liquidity Management - Off-Balance Sheet Arrangements” in the Company’s 2010 AnnualMD&A. 

**Tabular Disclosure of Contractual Obligations**

The information under the heading “Risk Management - Operational Risk - Liquidity Risk” in the Company’s 2010 Annual MD&A. 

**Comparison with New York Stock Exchange Governance Rules**

The Company’s governanceprocesses and practices are consistent with the New York Stock Exchange corporate governance rules for U.S. publicly-listed companies. 

**UNDERTAKING**

Registrant undertakes to make available, in person or by telephone,representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation towhich the obligation to file an annual report on Form 40-F arises; or transactions in said securities. 

**SIGNATURES**

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalfby the undersigned, thereto duly authorized. 

 
**Sun Life Financial Inc.****By:** 
/S/  “Thomas A. Bogart”

 
 **Thomas A. Bogart** **Executive Vice-President, Business Development and** **General Counsel****Dated: February 17, 2011**
**EXHIBITS:**

 
1.Annual Management’s Discussion and Analysis for the year ended December 31, 2010 
 
2.Consolidated Financial Statement for the year ended December 31, 2010 
 
3.Annual Information Form dated February 16, 2011 
 
4.Sun Life Financial Code of Business Conduct 
 
5.Consent of Independent Registered Chartered Accountants 
 
6.Consent of Appointed Actuary 
 
7.Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of United States Code, pursuant to Section 906 of the*Sarbanes-Oxley Act* of 2002 
 
8.Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002