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U.S. Securities and Exchange Commission

Washington, D.C. 20549


Form 40-F/A

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|o |  | REGISTRATION STATEMENT PURSUANT TO SECTION 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, 2002 |  | Commission File Number 001-15014

Sun Life Financial Services of Canada 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 (if applicable))


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:

|                                 |  |                                                                 
|-------------------------------- |  | ----------------------------------------------------------------
|Title of each classCommon Shares |  | Name of each exchange on which registeredNew York Stock Exchange

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

Not Applicable(Title of Class)



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Securities for which 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:

|                         |  |                                     
|------------------------ |  | ------------------------------------
|xAnnual information form |  | xAudited 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.

618,367,009 common shares were outstanding on December 31, 2002

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing 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 with such Rule.

|        |  |       
|------- |  | ------
|Yes   o |  | No   þ

Indicate by check mark whether the Registrant (1) has filed all reports required 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 the past 90 days.

|        |  |       
|------- |  | ------
|Yes   þ |  | No   o

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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 to which 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 behalf by the undersigned, thereto duly
authorized.

|                         |  |                                                                                          
|------------------------ |  | -----------------------------------------------------------------------------------------
|Registrant               |  | Sun Life Financial Services of Canada Inc.                                               
|                        
|                         |  |                                                                                          
|                        
|By (Signature and Title) |  | /S/   Thomas A. BogartThomas A. Bogart
Executive Vice-President and Chief Legal Officer
|                        
|                         |  |                                                                                          
|                        
|Date                     |  | May 16, 2003                                                                             

EXHIBITS:

Annual Report 2002
Renewal Annual Information Form for the Year Ended December 31, 2002
Disclosure and Internal Controls Report
Comments by Auditors on Canada-United States Reporting Differences
Independent Auditors Consent
Consent of Appointed Actuary
Certificates pursuant to Section 906 of the Sarbanes-Oxley Actof 2002

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CERTIFICATION

I, Donald A. Stewart, Chairman and Chief Executive Officer of Sun Life
Financial Services of Canada Inc., certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Sun Life Financial
Services of Canada Inc.;                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                   



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (and persons performing
the equivalent function):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 16, 2003

| |                                                                              
| | -----------------------------------------------------------------------------
| | /S/ Donald A.
StewartDonald A. Stewart
Chairman and
Chief Executive Officer

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CERTIFICATION

I, Paul W. Derksen, Chief Financial Officer of Sun Life Financial Services of
Canada Inc., certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Sun Life Financial
Services of Canada Inc.;                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                   



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (and persons performing
the equivalent function):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 16, 2003

| |                                                             
| | ------------------------------------------------------------
| | /S/ Paul W.
DerksenPaul W. Derksen
Chief Financial Officer

5