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|SUN LIFE FINANCIAL INC.
      FORM OF SHAREHOLDER PROXY
      for the May 19, 2004 Annual Meeting | (SUN LIFE FINANCIAL)                                       
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|                                                                                                  | See reverse side for instructions
for submitting your proxy

The UNDERSIGNED shareholder of SUN LIFE FINANCIAL INC.(the Corporation)
hereby appointsWilliam W. Stinson, Chairman of the Board, or failing him,
Bertin F. Nadeau, Chairman of the Governance Committee, or failing him, a
director of the Corporation appointed by the directors present at the meeting,
or instead of any of the foregoing,

as the proxy holder of the undersigned to attend, vote and act on behalf of the
undersigned at the Annual Meeting of the Corporation to be held on May 19, 2004
and at a continuation of the meeting after any adjournment thereof, to the same
extent and with the same powers as if the undersigned were personally present
at such meeting or any such continuation thereof. A shareholder has the right
to appoint a person other than those designated above by inserting the name of
such person in the space provided above.Further particulars on all matters
listed below can be found in the Management Information Circular dated April 2,
2004.

The directors and management recommend shareholders vote FORthe matters below.
Unless otherwise specified, the proxy holders designated by the directors and
management intend to vote FOR the matters below:

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|------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ---------------------------------------------------------------- |  |  | 
|1.    AMENDMENT TO BY-LAW NO. 1                                                 |                                                                                                                                                                                                       | oFOR     o AGAINST      
|                                                                                | re: Retirement of Directors                                                                                                                                                                           |                          |                                                                  |  | 
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|2.    AMENDMENT TO BY-LAW NO. 1                                                 |                                                                                                                                                                                                       | oFOR     o AGAINST      
|                                                                                | re: Maximum Directors Compensation                                                                                                                                                                   |                          |                                                                  |  | 
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|3.    ELECTION OF DIRECTORS UNTIL THE CLOSE OF THE ANNUAL MEETING HELD IN 2005: |                                                                                                                                                                                                       |                          |                                                                  | 
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|                                                                                | 01. Robert M. Astley                                                                                                                                                                                  | 06. Madeleine M. Paquin  |                                                                  |  | 
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|                                                                                | 02. William R. Fatt                                                                                                                                                                                   | 07. C. James Prieur      |                                                                  |  | 
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|                                                                                | 03. Germaine Gibara                                                                                                                                                                                   | 08. Donald A. Stewart    |                                                                  |  | 
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|                                                                                | 04. Stanley H. Hartt                                                                                                                                                                                  | 09. William W. Stinson*  |                                                                  |  | 
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|                                                                                | 05. Ronald W. Osborne                                                                                                                                                                                 | 10. W. Vickery Stoughton |                                                                  |  | 
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|                                                                                | *
If the first amendment to By-Law No. 1 is not approved, William
W. Stinson will not be a nominee.
      To withhold your vote for an
individual nominee, strike a line through that nominees name. |                         
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|                                                                                |                                                                                                                                                                                                       |                          | oFORall nominees listed above (except as marked to the contrary)
|                                                                                |                                                                                                                                                                                                       |                          | oWITHHOLDfor all director nominees listed above                 
|                                                                                |                                                                                                                                                                                                       |                          |                                                                  | 
|4.      APPOINTMENT
OF DELOITTE & TOUCHE LLP AS AUDITORS                        | oFOR     o WITHHOLD                                                                                                                                                                                  
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|Signature  all shareholders must sign                                          | Date (dd/mm/yy)                                                                                                                                                                                       |                          |                                                                  | 
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|X                                                                               |                                                                                                                                                                                                       |                          |                                                                  | 

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Notes to the Form of Proxy

This form of proxy is solicited by and on behalf of the Board of Directors and
management.This proxy is valid only for the Annual Meeting on May 19, 2004,
and a continuation of the Annual Meeting after any adjournment thereof.



|a) |  | If the shareholder intends to vote by proxy, this form of proxy must be
signed and dated by the shareholder. All signatures should agree with the
names on this proxy. If the shareholder is a corporation, it must be
signed by a duly authorized signing officer whose title should be
provided.                                        
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|b) |  | If this form of proxy is signed pursuant to a power of attorney, written
evidence of the appointment of the attorney must be returned with the
completed proxy.                                                                                                                                                                           
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|c) |  | Should any of the nominees named in paragraph 3 of this proxy be unable
to serve as a director for any reason, the proxy holder reserves the right
to vote for another nominee in his or her discretion unless the proxy
holder has been specifically instructed on this form of proxy to withhold
the vote for the election of directors.
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|d) |  | This form of proxy confers discretionary authority upon the proxy holder
with respect to matters that may properly come before the meeting.                                                                                                                                                                                               
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|e) |  | A duly completed form of proxy or alternate form of submission as
described below, must be received by the Corporation transfer agent and
registrar, CIBC Mellon Trust Company, no later than 4:30 pm (Toronto time)
on Monday, May 17, 2004 or two business days prior to a continuation of
the meeting after any adjournment.           
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|f) |  | This proxy must be delivered in accordance with the provisions set out in
the Management Information Circular dated April 2, 2004.                                                                                                                                                                                                        

Instructions For Submitting Your Proxy

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|By Mail: |  | Mark, sign, date and return in the envelope provided.
|By Fax:  |  | Mark, sign, date and fax to 416-368-2502.            

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