##### 



(SUNLIFE ANNUAL MEETING MAY 11, 2005)




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##### 



(SUN LIFE FINANCIAL LOGO) Dear Shareholder: You are invited to attend the Annual Meeting of Shareholders of Sun Life Financial Inc. to be held
at the Metro Toronto Convention Centre, North Building, Room 105, 255 Front Street West, Toronto,
Ontario, Canada on Wednesday, May 11, 2005 at 10:00 a.m. (Toronto time). The business of the meeting is described in the accompanying Notice of Meeting and Management
Information Circular. The meeting will be held at the same time and in the same place as the Annual Meeting of the
Policyholders and the sole Shareholder of Sun Life Assurance Company of Canada. The formal business
of each meeting will be conducted separately but the management presentations at the meeting will
be addressed jointly to the shareholders and the policyholders present, and a joint question and
answer period will be held after the formal business of the meetings. Your participation at the meeting is important regardless of the number of shares you hold. If you
cannot attend the meeting, please vote by completing the enclosed form of proxy and returning it by
no later than 5:00 p.m. (Toronto time) on Monday, May 9, 2005 in the manner described in the
Management Information Circular. If your shares are held in the name of a nominee, you should
consult the Management Information Circular for information about how to vote your shares. We look forward to seeing you at the meeting. -s- William W. Stinson
    
    -s- Donald A. StewartWilliam W. Stinson
    
    Donald A. StewartChairman of the Board
    
    Chief Executive Officer
 Si vous désirez recevoir lavis de convocation à lassemblée annuelle et la circulaire
dinformation en français, veuillez communiquer avec le secrétaire en écrivant au 150, rue King
Ouest, 6eétage, Toronto (Ontario) Canada M5H 1J9, en composant le 1 800 786-5433, ou
encore en envoyant un courriel à actionnairesindividuels@sunlife.com.




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##### 



Sun Life Financial Inc.
(the Corporation)
Notice of Annual Meeting
May 11, 2005 The Annual Meeting of Shareholders of Sun Life Financial Inc. will be held at the Metro Toronto
Convention Centre, North Building, Room 105, 255 Front Street West, Toronto, Ontario, Canada, on
Wednesday, May 11, 2005 at 10:00 a.m. (Toronto time), for the following purposes:  1.

to receive the consolidated financial statements of the Corporation for the year ended
December 31, 2004, together with the reports of the auditor and the actuary on those statements;2.

to elect directors;3.

to appoint auditors;4.

to consider certain proposals submitted by shareholders set out in Schedule E of the attached
Management Information Circular; and5.

to transact such other business as may properly be brought before the meeting or any
continuation of the meeting after an adjournment. The meeting will be held at the same time and in the same place as the annual meeting of Sun Life
Assurance Company of Canada. The Management Information Circular, which follows this Notice of
Annual Meeting, is your guide to understanding the business that will be dealt with at the meeting. The number of eligible votes
that may be cast at the meeting as of March 21, 2005 is 590,834,646. If you were
a shareholder of record at the close of business on March 21, 2005 you are entitled to receive
notice of and to vote at the meeting. If you cannot attend the meeting, please vote by completing
the enclosed form of proxy and returning it in the envelope provided for this purpose. For your
vote to be recorded your proxy form must be received no later than 5:00 p.m. (Toronto time) on
Monday, May 9, 2005 by our transfer agent, CIBC Mellon Trust Company, by mail at 200 Queens Quay
East, Unit 6, Toronto, Ontario, Canada, M5A 4K9 or by fax at (416) 368-2502. For further
information please see the section entitled How to Vote Your Shares in the accompanying Management
Information Circular. Shareholders residing outside North America should mail their proxies to our
agents at the following addresses to be received no later than 5:00 p.m. (Toronto time) on Monday, May 9, 2005 or fax their proxies to CIBC
Mellon Trust Company at (416) 368-2502. United Kingdom, the Republic of Ireland,the Channel Islands or the Isle of Man
    
    Capita IRG Plc
Bourne House, 34 Beckenham Road
Beckenham, Kent
United Kingdom BR3 4TUPhilippines
    
    The Hongkong and Shanghai Banking Corporation Limited30th Floor, The Discovery Suites#25 ADB AvenueOrtigas Centre, PasigMetro Manila, PhilippinesHong Kong
    
    Computershare Hong Kong Investor Services LimitedHopewell Centre, 46th Floor183 Queens Road EastWanchai, Hong KongOther Countries
    
    CIBC Mellon Trust Company200 Queens Quay East, Unit 6Toronto, OntarioCanada M5A 4K9
 If the meeting is adjourned, your proxy form must be received in the manner described above, no
later than 5:00 p.m. (Toronto time) on the second business day before the meeting is reconvened. By order of the Board of Directors, Joan M. Wilson
Vice-President and Corporate Secretary March 21, 2005 1Sun Life Financial Inc.




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Sun Life Financial Inc.
Management Information Circular
Dated March 21, 2005 ABOUT THIS DOCUMENT Throughout this document, the Corporationrefers to Sun Life Financial Inc., Sun Life Assurance
refers to Sun Life Assurance Company of Canada, youand yourrefer to the shareholders of the
Corporation, and the Actmeans the Insurance Companies Act (Canada). Sun Life Financialrefers to
Sun Life Financial Inc. and its subsidiaries. SOLICITATION OF PROXIES This Management Information Circular (the Circular) explains in detail the items of business
that will be considered at the Annual Meeting of Shareholders (the meeting) of the Corporation to
be held on May 11, 2005. It is furnished to you in connection with the solicitation by or on behalf
of the Board of Directors and management of the Corporationof proxies to be used at the meeting
and at any adjournment of the meeting. Proxies will be solicited primarily by mail but may also be
solicited by telephone, in writing or in person by regular employees of the Corporation and its
affiliates or by an agent. The Corporation will be using the services of Kingsdale Shareholder Services Inc. to solicit proxies. The estimated cost of such services is
$42,500. All costs of solicitation will be borne by the Corporation. If you have any questions regarding the meeting, please call one of the following numbers: Canada and United States
    
    1 877 224 1760 (English)
    
    1 888 290 0048 (French)United Kingdom,
Republic of Ireland,
Channel Islands and
Isle of Man
    
    Within the U.K.: 0845 602 1587
    
    Outside the U.K.: 44 20 8639 2064Philippines
    
    Metro Manila: 632 683 2601
    
    Provinces: 1 800 1 888 2422Hong Kong
    
    852 2862 8628Other Countries
    
    416 348 9412
 VOTING INFORMATION Who Can Vote If you were a shareholder of record at the close of business on March 21, 2005, you are
entitled to vote at the meeting. Each common share has one vote. The Act prohibits the exercise of
voting rights attached to any common shares beneficially owned by the Government of Canada or any
province or territory of Canada, the government of a foreign country, or any political subdivision
or agency of any of those entities. If you acquired shares after March 21, 2005, you must produce properly endorsed share certificates
or otherwise establish that you own the shares in order to be able to vote those shares at the
meeting. You must also request that your name be included on the list of shareholders eligible to
vote at the meeting by contacting the Corporate Secretary at the Corporations head office address,
150 King Street West, 6th Floor, Toronto, Ontario, Canada, M5H 1J9 no later than the end of day on
May 2, 2005. Who Counts the Votes Proxies are counted and tabulated by the Corporations transfer agent, CIBC Mellon Trust
Company, or its authorized agents. Proxies are not usually submitted to management unless they
contain comments from shareholders clearly intended for management, or when required by law. Voting Results A Report on Voting Results will be posted on the Corporations website: www.sunlife.comimmediately after the meeting. The Report on Voting Results will be filed with the Canadian
securities regulators and can be found on the SEDAR website: www.sedar.com. Voting Securities As at March 21, 2005, a
total of 590,834,646 common shares were outstanding. To the knowledge of the
directors and management of the Corporation, no person or company beneficially owns, directly or
indirectly, or exercises control or direction over voting securities carrying more than 10% of the
voting rights attached to any class of voting securities of the Corporation. 2Sun Life Financial Inc.




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Management Information Circular How to Vote Your Shares Registered Shareholders You are a registered shareholder if your name appears on the certificate for those shares. As a
registered shareholder, you may vote in person at the meeting or you may vote by proxy. Whether or
not you attend the meeting, you may appoint someone else to vote for you as your proxy holder. The
persons named in the enclosed proxy form are directors of the Corporation. However, you may appoint
another person as your proxy holder, including someone who is not a shareholder, by printing that
persons name in the blank space on the proxy form. Sign, date and return the proxy form in the
envelope provided for this purpose. If you specify on the proxy form how you want to vote on a particular matter (by marking FOR,
WITHHOLD or AGAINST), then that is how your proxy holder must vote your shares. If you have not
specified how to vote on a particular matter, then your proxy holder can vote your shares as he or
she sees fit on that matter. If you appoint the representatives named on the proxy form as your
proxy holder, and you do not specify how they should vote, your shares will be voted: FOR the election of the proposed nominees as directors; FOR the appointment of Deloitte & Touche LLP as auditors; and AGAINST Shareholder Proposals Nos. 1 to 10. If any amendments are proposed to these matters, or if any other matters are properly brought
before the meeting, your proxy holder can vote your shares as he or she sees fit. The Notice of Annual Meeting includes all the matters to be presented at the meeting that are known
to the directors and management of the Corporation as of the date of this Circular. To record your vote, you must return the signed proxy form by no later than 5:00 p.m. (Toronto
time) on Monday, May 9, 2005 in the way described in the Notice of Annual Meeting. If you wish to
vote in person at the meeting, do not complete or return the proxy form.Your vote will be taken at
the meeting. You should register with the transfer agent upon arriving at the meeting. Share Ownership Account Participants A shareholder who holds a Share Ownership Statement may vote in person at the meeting or by
returning a signed proxy form in the envelope provided. Certain Share Ownership Account
participants may also vote by telephone or the Internet. Please refer to the proxy form included in
your package for complete instructions. Each participant who is eligible to use the electronic
voting procedure will receive a form of proxy that includes a 13-digit control number in the top
right-hand corner. This number will be used to verify your identity and allow you to vote using the
telephone or the Internet. For telephone voting in Canada, please call 1-866-271-1207 from a
touch-tone telephone and follow the voice instructions. For Internet voting, please access
www.eproxyvoting.com/slfand follow the instructions. You may vote by telephone or the
Internet until 5:00 p.m. (Toronto time) on Monday, May 9, 2005. Information contained in or
otherwise accessible through the website does not form a part of the Circular. All such website
references are inactive textual references only. If you hold a Share Ownership Statement and wish to vote in person at the meeting, do not complete
or return the proxy form.Your vote will be taken at the meeting. You should register with the
transfer agent upon arriving at the meeting. Non-registered Shareholders If you are a non-registered shareholder (that is, your shares are registered in the name of an
intermediary such as a securities broker, clearing agency, financial institution, trustee or
custodian), you should carefully follow the instructions on the request for voting instructions or
proxy form that you receive from the intermediary, to vote the shares that you hold with that
intermediary.Non-registered shareholders should follow the instructions for telephone or Internet
voting provided to them by their intermediary. Since the Corporation does not have access to the names of its non-registered shareholders, if you
wish to attend the meeting and vote in person you should insert your own name in the blank space
provided in the proxy form to appoint yourself as proxy holder then follow your intermediarys
instructions for returning the proxy form. 3Sun Life Financial Inc.




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Management Information Circular Changing Your Mind If you are a registered shareholder and you have returned a proxy form you may revoke it by:  (a)

completing and signing a proxy form with a later date than the proxy form you
previously returned and depositing it with CIBC Mellon Trust Company as described in the
Notice of Annual Meeting; or(b)

depositing a written statement signed by you or your attorney as authorized by you in
writing:  (i)

at the head office of the Corporation, 150 King Street West, 6th
Floor, Toronto, Ontario, Canada, M5H 1J9, Attention: Corporate Secretary, at any
time up to and including May 10, 2005, or, if the meeting is adjourned, the
business day before the day to which the meeting is adjourned; or(ii)

with the Chairman of the meeting on the day of the meeting before the
meeting starts, or on the day to which the meeting is adjourned. Voting instructions sent by mail, by facsimile or in person by a later dated proxy form or conveyed
by telephone or the Internet will revoke any prior voting instructions. However, if you are a Share
Ownership Account Participant you will not be able to vote by telephone or Internet (and thereby
revoke any prior voting instructions) after 5:00 p.m. (Toronto time) on May 9, 2005. If you are a non-registered shareholder, you may revoke a proxy or voting instruction that you have
given to your intermediary at any time by written notice to the intermediary. However, your
intermediary may be unable to take any action on the revocation if the intermediary does not
receive it at least seven days before the meeting. Votes Required for Approval A simple majority of votes cast, in person or by proxy, is required for the approval of each of
the matters being voted on at the meeting. BUSINESS OF THE MEETING Financial Statements The consolidated financial statements of the Corporation for the year ended December 31, 2004,
together with the report of the auditor and the actuarys report on the policy liabilities in those
statements, are included in the 2004 Annual Report. They will be placed before the shareholders at
the meeting. Election of Directors As of the date of this Circular, there are 15 directors on the board. The Corporations by-laws
currently allow for the election of between eight and 20 directors. All directors are also
directors of Sun Life Assurance, the wholly owned principal operating subsidiary of the
Corporation. At the meeting, 13 directors are to be elected. Since the last annual meeting, the
Board of Directors appointed two directors: George W. Carmany effective September 23, 2004 and
David W. Kerr effective December 9, 2004; and two directors resigned from the board: Robert M.
Astley effective September 3, 2004 and Stanley H. Hartt effective November 22, 2004. Madeleine M.
Paquin has chosen not to stand for re-election. William W. Stinson, Chairman of the Board, will
retire from the board at the close of the meeting. The board intends to appoint Ronald W. Osborne
to succeed Mr. Stinson as Chairman of the Board pending Mr. Osbornes re-election as a director at
the annual meeting. In the absence of contrary instructions, the persons named in the enclosed form of proxy intend to
vote FOR the nominees at the meeting. All directors will be elected for a one-year term. The Governance Committee has reviewed the candidature of each nominee and confirmed to the Board of
Directors that each of the nominees satisfies the Corporations criteria for board membership and
offers skills and experience that will contribute to the boards continuing ability to keep pace
with the Corporations developing business operations. The Board of Directors does not contemplate
that any of the proposed nominees will be unable to serve as a director, but should that occur for
any reason prior to the meeting, the persons named in the enclosed form of proxy reserve the right
to vote in their discretion for other nominees proposed in good faith in accordance with applicable
legislation. 4Sun Life Financial Inc.




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Management Information Circular The following table sets out the names of the directors, together with their city of residence,
age, year first elected or appointed a director, comparative share ownership (2005  2004) in the
form of common shares beneficially owned by the directors, deferred share units (DSUs) credited
to the director, stock options held, principal occupation, other directorships, independence
status, membership on Board Committees and attendance. Director
    
    Common Shares1
    
    DSUs1
    
    Options1Age
    
    Since
    
    2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004James C. Baillie
    
    Independent Director
    
    
    66
    
    
    
    2000
    
    
    
    6,900
    
    
    
    6,900
    
    
    
    5,933
    
    
    
    5,067
    
    
    
    4,000
    
    
    
    4,000Toronto, ON(PHOTO OF JAMES C. BAILLIE)
    Mr. Baillie is of Counsel with Torys LLP, a law firm. Prior to January 2000, Mr. Baillie was a Partner at Torys. Mr.
Baillie is Chairman of the Auditing and Assurance Standards Oversight Council. He is a director of the Investment
Dealers Association of Canada and of
Bridgepoint Health Canada. Until August 2004 Mr. Baillie also served on the Board of Directors of two of the
Corporations subsidiaries in the United States and was Chairman of the Audit Committees of those subsidiaries. He
continues to serve on the Board of Directors of Massachusetts Financial Services Company and is Chairman of its Audit
Committee. In the past five years, Mr. Baillie has served as a director of Corel Corporation, FPI Limited, Infinium
Canada Ltd. and the Independent Electricity Market Operator
(Ontario).
    
    
    
    Number of Meetings Attended
10 of 10 Regular
2 of 2 Additional Board
6 of 6 ACRC2
5 of 5 RRC (Chair)4George
W. Carmany, III
    
    Independent Director
    
    
    64
    
    
    
    2004
    
    
    
    1,000
    
    
    
    
    
    
    
    336
    
    
    
    
    
    
    
    
    
    
    
    Boston, MA(PHOTO OF GEORGE W. CARMANY)
    Mr. Carmany is a Corporate Director. He is President of G. W. Carmany and Company,
Inc., an advisor to and investor in development stage companies in life sciences and
financial services. He is a director of Macquarie Infrastructure Company Trust,
Chairman and former Chief Executive Officer of Helicon Therapeutics,
Inc., Vice-Chairman of Computerized Medical Systems, Inc., Senior Advisor to EnGenelC Pty. Ltd.
and a Trustee of Bentley College. In the past five years, Mr. Carmany has served as Vice
Chairman of LifeSpan, Inc., Chairman and Trustee of The New England Medical Center
Hospitals, Inc., and as a director of Equivest, Inc. and e-Duction, Inc.
    
    
    
    Number of Meetings Attended
3 of 3 Regular
2 of 2 RRC4Mr. Carmany became a
director
effective
September 23, 2004.William R. Fatt
    
    Independent Director
    
    
    54
    
    
    
    2001
    
    
    
    2,000
    
    
    
    2,000
    
    
    
    10,496
    
    
    
    7,995
    
    
    
    4,000
    
    
    
    4,000Toronto, ON(PHOTO OF WILLIAM R. FATT)
    Mr. Fatt is Chief Executive Officer of Fairmont Hotels & Resorts Inc., an owner/operator
of luxury and first class hotels and resorts. Mr. Fatt is Vice-Chairman and Trustee of
Legacy Hotels Real Estate Investment Trust and a director of Enbridge Inc., EnCana
Corporation and The Jim Pattison Group. In the past five years, Mr. Fatt has served as
a director of The University of Guelph and the Toronto General and Western Hospital
Foundation.
    
    
    
    Number of Meetings Attended
9 of 10 Regular
1 of 2 Additional board
8 of 8 MRC (Chair)3
3 of 5 RRC4David A. Ganong
    
    Independent Director
    
    
    61
    
    
    
    1991
    
    
    
    7,567
    
    
    
    7,567
    
    
    
    3,329
    
    
    
    2,152
    
    
    
    2,000
    
    
    
    2,000St. Stephen, NB(PHOTO OF DAVID A. GANONG)
    Mr. Ganong is President of Ganong Bros. Limited, a confectionery manufacturer.
Mr. Ganong is Chairman of the Board of Governors of The University of New
Brunswick. In the past five years, Mr. Ganong was Chairman of Clarica Life Insurance
Company, a director of Air Canada and a director of New Brunswick and Canada
Railway.
    
    
    
    Number of Meetings Attended
9 of 10 Regular
2 of 2 Additional board
7 of 8 GC5
7 of 8 MRC3
 5Sun Life Financial Inc.




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Management Information Circular Director
    
    Common Shares1
    
    DSUs1
    
    Options1Age
    
    Since
    
    2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004Germaine Gibara, CFA
    
    Independent Director
    
    
    60
    
    
    
    1997
    
    
    
    4,030
    
    
    
    4,030
    
    
    
    3,181
    
    
    
    2,039
    
    
    
    2,000
    
    
    
    2,000Montreal, QC(PHOTO OF GERMAINE GIBARA)
    Ms. Gibara is President of Avvio Management Inc., a change and technology
management consulting firm. Ms. Gibara is a director of Agrium Inc., Cogeco Cable
Inc., the Auditing and Assurance Standards Oversight Council and CPP Investment
Board. In the past five years, Ms. Gibara has served as a director of Clarica Life
Insurance Company, Corel Corporation, Pechiney Group and Videotron Telecom
Limited.
    
    
    
    Number of Meetings Attended
9 of 10 Regular
2 of 2 Additional board
3 of 3 ACRC2
8 of 8 GC5
2 of 2 RRCKrystyna T. Hoeg, CA
    
    Independent Director
    
    
    55
    
    
    
    1999
    
    
    
    3,405
    
    
    
    3,405
    
    
    
    5,421
    
    
    
    2,887
    
    
    
    2,000
    
    
    
    2,000Toronto, ON(PHOTO OF KRYSTYNA T. HOEG)
    Ms. Hoeg is President and Chief Executive Officer of Corby Distilleries Limited, a
marketer and seller of spirits and wine. She is a director of the Business Advisory
Council of the United Nations Office for Project Services, a member of the Advisory
Board, Woodrow Wilson Centers Canada Institute and a member of the Canadian
Opera Corporation Capital Campaign. In the past five years, Ms. Hoeg has served as a
director of Clarica Life Insurance Company and St. Michaels Hospital Foundation.
    
    
    
    Number of Meetings Attended
10 of 10 Regular
2 of 2 Additional board
6 of 6 ACRC2
3 of 3 RRC4David W. Kerr,CA
    
    Independent Director
    
    
    61
    
    
    
    2004
    
    
    
    4,000
    
    
    
    
    
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    Toronto, ON(PHOTO OF DAVID W. KERR)
    Mr. Kerr is Chairman of Noranda Inc., a developer of copper and nickel mining
deposits. Prior to July 2002 he was President and Chief Executive Officer of
Noranda Inc. He is a director of Brascan Corporation, Shell Canada Limited and a
director and Chairman of the Toronto Rehabilitation Hospital Foundation. In the
past five years, Mr. Kerr also served as a director of Canada Life Financial
Corporation and Chairman of the International Council on Mining and Metals.
    
    
    
    Number of Meetings Attended
0 of 0 Regular
0 of 0 ACRC2M. Kerr became a director
effective December 9, 2004.Idalene F. Kesner
    
    Independent Director
    
    
    47
    
    
    
    1997
    
    
    
    4,000
    
    
    
    2,000
    
    
    
    1,586
    
    
    
    792
    
    
    
    2,000
    
    
    
    2,000Bloomington, IN(PHOTO OF IDALENE F. KESNER)
    Professor Kesner is Chairperson, MBA Program and Frank P. Popoff Chair of Strategic
Management at Kelley School of Business, Indiana University, a post secondary
educational institution. She is a director of the Indiana University Hillel Foundation. In
the past five years, Professor Kesner has served as a director of Clarica Life Insurance
Company and Harriet & Henderson Yarns, Inc.
    
    
    
    Number of Meetings Attended
9 of 10 Regular
2 of 2 Additional board
3 of 3 ACRC
3 of 3 RRC4
3 of 3 GC5
 6Sun Life Financial Inc.




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Management Information Circular Director
    
    Common Shares1
    
    DSUs1
    
    Options1Age
    
    Since
    
    2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004Bertin F. Nadeau
    
    Independent Director
    
    
    64
    
    
    
    1990
    
    
    
    10,256
    
    
    
    10,256
    
    
    
    1,586
    
    
    
    792
    
    
    
    4,000
    
    
    
    4,000Montreal, QC(PHOTO OF BERTIN F. NADEAU)
    Mr. Nadeau is Chairman and Chief Executive Officer of GescoLynx Inc., a private
holding company. Mr. Nadeau is a director of Lafarge North America Inc. and The
Montreal General Hospital Foundation. He is Chairman of Breuvages KiRi L.P. and
Casavant Frères, L.P. In the past five years, Mr. Nadeau has served as a director of Ski
Mode Bernard Trottier Inc. and was a Governor of The Banff Centre.
    
    
    
    Number of Meetings Attended
10 of 10 Regular
2 of 2 Additional board
8 of 8 GC (Chair)5
8 of 8 MRC3Ronald W. Osborne, FCA
    
    Independent Director
    
    
    58
    
    
    
    1989
    
    
    
    16,709
    
    
    
    14,564
    
    
    
    1,586
    
    
    
    792
    
    
    
    4,000
    
    
    
    4,000Toronto, ON(PHOTO OF RONALD W. OSBORNE)
    Mr. Osborne is a Corporate Director. Until December 2003, he was President
and Chief Executive Officer and a director of Ontario Power
Generation Inc., an electricity
generation company. Mr. Osborne is a director of Four Seasons Hotels Inc., Shell
Canada Limited, Torstar Corporation, St. Lawrence Cement Group Inc., Massachusetts
Financial Services Company and The Corporation of Massey Hall and Roy Thomson
Hall. He serves as a Trustee of Riocan Real Estate Investment Trust. In the past five
years, Mr. Osborne has served as a director of Air Canada and The Shaw Festival.
    
    
    
    Number of Meetings Attended
of 10 Regular
2 of 2 Additional board
6 of 6 ACRC (Chair)2
6 of 6 MRC3C. James Prieur, CFA
    
    Management Director
    
    
    53
    
    
    
    2002
    
    
    
    40,708
    
    
    
    47,608
    
    
    
    75,997
    
    
    
    74,740
    
    
    
    502,300
    
    
    
    504,000Toronto, ON(PHOTO OF C. JAMES PRIEUR)
    Mr. Prieur is President and Chief Operating Officer of the Corporation and of Sun Life
Assurance. Mr. Prieur serves on the Board of Directors of a number of the Corporations
subsidiaries. Mr. Prieur is a director of CI Fund Management Inc., The Canadian Opera
Company and the Pacific Basin Economic Council and is a member of the Ivey Advisory
Board, Richard Ivey School of Business, The University of Western Ontario. In the past
five years, Mr. Prieur has served as a director of Newton Wellesley Hospital and Life
Insurance Marketing and Research Association International.
    
    
    
    Number
of Meetings Attended
10 of 10 Regular
2 of 2 Additional boardDonald A. Stewart, FIA, FCIA
    
    Management Director
    
    
    58

    

    
    
    1996
    
    
    
    44,119

    
    
    
    43,565

    
    
    
    184,576
    
    
    
    181,522

    
    
    
    1,334,200

    
    
    
    1,130,000Toronto, ON(PHOTO OF DONALD A. STEWART)
    Mr. Stewart is Chief Executive Officer of the Corporation and of Sun Life Assurance. He
was appointed Chairman and Chief Executive Officer of the Corporation in September
1999. In June 2003, a Non-Executive Chairman was appointed. Mr. Stewart continues as
Chief Executive Officer. Mr. Stewart serves on the Board of Directors of a number of
the Corporations subsidiaries. He is Chairman of the Canadian Life & Health Insurance
Association and Vice-Chairman of the International Insurance Society, Inc. In the past
five years, Mr. Stewart has served as a director of the American Council of Life
Insurance.
    
    
    
    Number of Meetings Attended
10 of 10 Regular
2 of 2 Additional board
 7Sun Life Financial Inc.




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Management Information Circular Director
    
    Common Shares1
    
    DSUs1
    
    Options1Age
    
    Since
    
    2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004W. Vickery Stoughton
    
    Independent Director
    
    
    59
    
    
    
    1988
    
    
    
    4,353
    
    
    
    4,157
    
    
    
    1,586
    
    
    
    792
    
    
    
    4,000
    
    
    
    4,000Los Angeles, CA(PHOTO OF W. VICKERY STOUGHTON)
    Mr. Stoughton is a Corporate Director. Mr. Stoughton was Chairman and Chief Executive Officer of Careside, Inc., which
until February 2003, was a manufacturer and developer of blood testing systems. He is a director of Biomira Inc. Formerly
Mr. Stoughton has held the position of Chief Executive Officer of Toronto General Hospital and the Duke University Medical
Center and President of SmithKline Beecham Diagnostic Systems.
    
    
    
    Number of Meetings Attended
10 of 10 Regular
2 of 2 Additional board
8 of 8 MRC3
3 of 3 GC5
 1.

Common shares, DSUs and Options as at February 28th for 2005 and April 2nd for 2004.2.

Current member of Audit and Conduct Review Committee (ACRC).3.

Current member of Management Resources Committee (MRC).4.

Current member of Risk Review Committee (RRC).5.

Current member of Governance Committee (GC). Directors who are not standing for re-election on May 11, 2005 or who have retired or resigned
during the year and attended meetings during the 12-month period ended December 31, 2004, are as
follows: William W. Stinson
    
    Robert M. Astley (resigned September 3, 2004)
    
    Stanley H. Hartt, OC, QC (resigned November 22, 2004)10 of 10 Regular
    
    7 of 7 Regular
    
    8 of 9 Regular2 of 2 Additional board
    
    2 of 2 Additional board
    
    2 of 2 Additional board8 of 8 GC
    
    
    
    4 of 5 ACRCMr. Stinson attended all other Committee
meetings as an ex-officio member.
    
    
    
    3 of 4 RRCJohn D. McNeil (retired May 19, 2004)
    
    Madeleine M. Paquin
    
    Sir Bob Reid (retired May 19, 2004)4 of 5 Regular
    
    10 of 10 Regular
    
    5 of 5 Regular2 of 2 Additional board
    
    2 of 2 Additional board
    
    1 of 2 Additional board2 of 2 RRC
    
    5 of 5 GC
    
    3 of 3 ACRC4 of 5 MRC
    
    2 of 2 RRC1 of 3 RRC
 To the knowledge of the Corporation, no director or executive officer of the Corporation is or has
been, in the last ten years, a director or executive officer of a company that, while that person
was acting in that capacity, (a) was the subject of a cease trade order or similar order or an
order that denied the issuer access to any exemptions under Canadian securities legislation, for a
period of more than 30 consecutive days, (b) was subject to an event that resulted, after that
person ceased to be a director or executive officer, in the issuer being the subject of a cease
trade or similar order or an order that denied the issuer access to any exemption under Canadian
securities legislation, for a period of more than 30 consecutive days, or (c) or within a year of
that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its
assets except for the following directors:  (i)

Professor Kesner 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. Ms. Kesner is no longer a director of Harriet &
Henderson Yarns, Inc.;(ii)

Messrs. Ganong and Osborne were directors of Air Canada when it filed for protection
under the Companies Creditors Arrangement Act (CCAA) in April 2003. Air Canada
successfully emerged from the CCAA proceedings and was restructured pursuant to a plan of
arrangement in September 2004. Messrs. Ganong and Osborne are no longer directors of Air
Canada;(iii)

Mr. Stoughton, was a director of Careside, Inc. when it filed a voluntary petition
under Chapter 11 of the Bankruptcy Code in the United States in October 2002. Mr.
Stoughton is no longer a director of Careside, Inc.; and(iv)

Mr. Stinson was a director of Unitel Inc. until August 1995. Mr. Fatt was a director
of Unitel Inc. in December 1995, when it instituted a compromise with creditors. Messrs.
Stinson and Fatt are no longer directors of Unitel Inc. 8Sun Life Financial Inc.




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Management Information Circular Appointment of Auditors It is proposed that Deloitte & Touche LLP (Deloitte) be appointed the auditors of the
Corporation. The persons named in the enclosed form of proxy intend to vote, in the absence of contrary
instructions, FOR the appointment of Deloitte as auditors of the Corporation, to hold office until
the next annual meeting of shareholders. Deloitte has been auditor of the Corporation since its
inception in 1999. Prior to that, Deloitte, or one of its predecessor companies, have been auditors
of Sun Life Assurance for many years. For the years ended December 31, 2004 and 2003, the fees paid by the Corporation and Sun Life
Assurance for audit work performed by Deloitte were as follows: Year
Ended December 31($millions)
    
    
    2004
    
    
    
    2003Audit
Services
    
    
    
    10.2
    
    
    
    
    9.2Audit-Related
Services
    
    
    
    3.5
    
    
    
    
    2.1Tax
Services
    
    
    
    2.2
    
    
    
    
    1.5Other
Services
    
    
    
    0.4
    
    
    
    
    0.3
 Audit Services Audit fees were paid for professional services rendered by the auditors for the audit of the
Corporations and Sun Life Assurances annual financial statements and segregated funds as well as
services provided in connection with statutory and regulatory filings. Audit-Related Services Audit-related fees were paid for assurance and related services that are reasonably related to
the performance of the audit or review of the annual financial statements and are not reported
under the audit services category above. These services consisted primarily of reviews of the
Corporations internal control reporting preparedness, Association for Investment Management and
Research (now The CFA Institute) verifications and employee benefit plan audits. Tax Services Tax fees were paid for tax compliance, tax advice and tax planning professional services. These
services included the review of original and amended tax returns, assistance with questions
regarding tax audits and refund claims and tax planning and advisory services relating to domestic
and international taxation. Other Services Other fees were paid for products and services other than the audit fees, audit-related fees
and tax fees described above. Policy for Approval of Auditor Services The Corporation and Sun Life Assurance established a policy requiring pre-approval of services
provided by its external auditors. The policy is set out in Schedule D. All fees paid to Deloitte
since the Policy was established in July 2002 have been approved by the Audit and Conduct Review
Committee in accordance with the policy in effect at the time. 9Sun Life Financial Inc.




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##### 



Management Information Circular COMPENSATION OF DIRECTORS On an annual basis, the Governance Committee reviews and makes recommendations to the board on
the adequacy in terms of responsibility, risk involved and time commitment to be an effective director, as well as the
competitiveness of the compensation paid to the independent directors and the Chairman of the Board
relative to other Canadian financial institutions and large public companies. Directors who are employed by the Corporation or Sun Life Assurance do not receive fees for serving
as directors. In 2004, the Chairman of the Board received an annual retainer of $300,000 plus a
deferred share unit (DSU) award of $40,000 as his total remuneration, plus reasonable travel and
other expenses incurred in connection with carrying out the duties of the Chairman of the Board.
Effective January 1, 2005, the Chairman of the Boards DSU award was increased to $45,000. As of the date of this Circular, other members of the board are paid on the basis set out in the
following chart. Amounts paid are in respect of a directors services to both the Corporation and
Sun Life Assurance, the cost of which is shared equally between the two companies. All meetings of
the boards of the Corporation and Sun Life Assurance and their respective committees are,
generally, held concurrently. Directors who are resident outside of Canada receive the same nominal
amounts, paid in US funds. Board Retainer
    
    
    $
    90,000

    1
    
    
    Meeting FeesCommittee Chair Retainers:
    
    
    
    
    
    
    
    Board
    
    
    $
    1,500 Audit and Conduct Review
    
    
    $
    30,000 Governance
    
    
    $
    20,000 Management Resources
    
    
    $
    20,000 Risk Review
    
    
    $
    30,000Committee Member Retainers:
    
    
    
    
    
    
    
    Committee
    
    
    $
    1,500 Audit and Conduct Review
    
    
    $
    10,000 Governance
    
    
    $
    5,000 Management Resources
    
    
    $
    5,000 Risk Review
    
    
    $
    7,500
 1.

Effective January 1, 2005 50% of the board retainer will be paid in the form of DSUs and
the board retainer includes fees paid for attending education seminars. Directors who are not employees of the Corporation or any affiliate can elect to receive their
remuneration (other than the DSU award) in the form of cash, DSUs or common shares of the
Corporation acquired on the market. Directors are reimbursed for their reasonable costs for
attendance at meetings of the Corporation or any of its subsidiaries. Share Ownership Guideline Each director is required to own or have invested an amount equivalent to a value of not less
than $300,000 in common shares and/or DSUs. Directors are expected to reach this share ownership
level within five years of becoming a board member or within five years of the adoption of the
policy (December 9, 2004), whichever is later. 10Sun Life Financial Inc.




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##### 



Management Information Circular The total amount paid to the directors by the Corporation and Sun Life Assurance for the year
ended December 31, 2004 was $1,994,553 paid as follows: CommitteeRetainerDSU
    
    
    
    including
    
    
    
    Board
    
    
    
    Committee
    
    
    
    TotalBoard
    
    
    
    Award
    
    
    
    Committee
    
    
    
    Meeting
    
    
    
    Meeting Fees
    
    
    
    RemunerationName
    
    
    Retainer
    
    
    
    Value1
    
    
    
    Chair Retainer
    
    
    
    Fees
    
    
    
    and Seminars
    
    
    
    Paid$
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $William
W. Stinson
    
    
    
    300,000
    
    
    
    
    40,798
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    340,798James C. Baillie3
    
    
    
    30,000
    
    
    
    
    44,485
    
    
    
    
    21,875
    
    
    
    
    18,000
    
    
    
    
    28,500
    
    
    
    
    142,860George W. Carmany2, 8
    
    
    
    10,000
    
    
    
    
    13,353
    
    
    
    
    2,500
    
    
    
    
    4,500
    
    
    
    
    7,500
    
    
    
    
    45,245William R. Fatt
    
    
    
    30,000
    
    
    
    
    47,233
    
    
    
    
    17,500
    
    
    
    
    15,000
    
    
    
    
    21,000
    
    
    
    
    130,733David A. Ganong
    
    
    
    30,000
    
    
    
    
    42,014
    
    
    
    
    10,000
    
    
    
    
    16,500
    
    
    
    
    28,500
    
    
    
    
    127,014Germaine Gibara
    
    
    
    30,000
    
    
    
    
    41,911
    
    
    
    
    13,958
    
    
    
    
    16,500
    
    
    
    
    30,000
    
    
    
    
    132,369Stanley H. Hartt7
    
    
    
    27,500
    
    
    
    
    40,996
    
    
    
    
    16,042
    
    
    
    
    15,000
    
    
    
    
    15,000
    
    
    
    
    114,537Krystyna T. Hoeg
    
    
    
    30,000
    
    
    
    
    42,823
    
    
    
    
    14,375
    
    
    
    
    18,000
    
    
    
    
    25,500
    
    
    
    
    130,698David W. Kerr9
    
    
    
    2,500
    
    
    
    
    3,333
    
    
    
    
    833
    
    
    
    
    0
    
    
    
    
    0
    
    
    
    
    6,667Idalene F. Kesner2
    
    
    
    30,000
    
    
    
    
    40,798
    
    
    
    
    11,458
    
    
    
    
    16,500
    
    
    
    
    24,000
    
    
    
    
    147,483John D. McNeil5
    
    
    
    12,500
    
    
    
    
    20,738
    
    
    
    
    3,125
    
    
    
    
    9,000
    
    
    
    
    7,500
    
    
    
    
    52,863Bertin F. Nadeau
    
    
    
    30,000
    
    
    
    
    40,798
    
    
    
    
    15,000
    
    
    
    
    18,000
    
    
    
    
    33,000
    
    
    
    
    136,798Ronald W. Osborne6
    
    
    
    30,000
    
    
    
    
    40,798
    
    
    
    
    25,000
    
    
    
    
    16,500
    
    
    
    
    28,500
    
    
    
    
    140,798Madeleine M. Paquin
    
    
    
    30,000
    
    
    
    
    43,651
    
    
    
    
    9,375
    
    
    
    
    18,000
    
    
    
    
    25,500
    
    
    
    
    126,526Sir Bob Reid2, 4, 5
    
    
    
    12,500
    
    
    
    
    17,172
    
    
    
    
    10,417
    
    
    
    
    9,000
    
    
    
    
    10,500
    
    
    
    
    72,386W. Vickery Stoughton2
    
    
    
    30,000
    
    
    
    
    40,798
    
    
    
    
    7,917
    
    
    
    
    18,000
    
    
    
    
    25,500
    
    
    
    
    146,778
  1.
    
    The DSU Award Value includes dividends earned on the DSUs.2.
    
    Directors who are resident outside Canada receive their fees in US dollars, except
for the DSU awards, which are valued in Canadian dollars. Remuneration for these Directors
is converted to Canadian dollars using an average exchange rate of 1.3017.3.
    
    James C. Baillie, in his capacity as a member of the Board of Directors and various
committees of the Corporations major subsidiaries in the United States, was paid an
additional US$122,550.4.
    
    Sir Bob Reid, in his capacity as a member of the Board of Directors and the Audit and
Compliance Committee of Sun Life Assurance Company of Canada (UK) Limited, was paid an
additional GB£30,000.5.
    
    John D. McNeil and Sir Bob Reid retired at the annual meeting on May 19, 2004.6.
    
    Ronald W. Osborne, in his capacity as a member of the Board of Directors of one of
the Corporations subsidiaries, was paid an additional US$15,000.7.
    
    Stanley H. Hartt resigned as a director on November 22, 2004.8.
    
    George W. Carmany was appointed a director effective September 23, 2004.9.
    
    David W. Kerr was appointed a director effective December 9, 2004. Directors Share Compensation Plan A Directors Share Compensation Plan (the DSC Plan) was adopted by the Board of Directors on
December 6, 2000 and amended effective January 1, 2005. Under the DSC Plan, directors who are not
employees of the Corporation or any affiliate, receive an annual award of DSUs on the last day of
each quarter, in an amount equivalent to one quarter of 50% of the annual board retainer. Effective
January 1, 2005, the DSU award became part of the board retainer and was increased by $5,000 per
annum to $45,000 per annum. In addition, directors may elect to receive the balance of their annual
remuneration, paid quarterly, in combination of cash, DSUs and/or common shares. A director cannot
convert DSUs to common shares or cash until the director ceases to be a member of the board. No
common shares are issued by the Corporation in connection with the DSC Plan. 11Sun Life Financial Inc.




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##### 



Management Information Circular Directors Stock Option Plan Grants under the Directors Stock Option Plan (the DSOP) were discontinued effective April 2,
2003. The DSOP provided for automatic grants of options to purchase common shares to directors of the
Corporation who were not employees of the Corporation or any of its subsidiaries. Options to
purchase 2,000 common shares were granted to each director on the day immediately following each
annual meeting of the shareholders at which a director was elected, re-elected or retained as a
director. Stock options under the now discontinued DSOP have a maximum exercise period of 10 years. The
exercise price is the closing price of the common shares on The Toronto Stock Exchange (TSX) on
the trading day preceding the date of grant. Unless otherwise determined, the options will become
exercisable as to 50% on the first anniversary of the date of grant and as to the remaining 50%, on
the second anniversary of the date of grant. Stock options will vest immediately upon the death or retirement of a director from the board and
the options may be exercised for a one-year period following such an event. If a director ceases to
be a member of the board for any other reason, such directors options, which are exercisable on
the date the person ceases to be a director, may be exercised for a period of 60 months after that
date, except that the options may not be exercised after their expiry date. Shareholder Proposals Schedule E to this Circular sets out proposals submitted by shareholders for consideration at
the meeting. The persons named in the enclosed form of proxy intend to vote, in the absence of
contrary instructions, AGAINST the proposals set out in Schedule E. Any shareholder proposals for the 2006 Annual Meeting of Shareholders must be submitted no later
than 5:00 p.m. (Toronto time) on February 8, 2006, by writing to the Corporate Secretary of the
Corporation at 150 King Street West, 6th Floor, Toronto, Ontario, Canada M5H 1J9, or by facsimile
to (416) 585-9907 or by e-mail to boarddirectors@sunlife.comin order to be considered for
inclusion in the Corporations Circular for that meeting. REPORT ON CORPORATE GOVERNANCE The Canadian Securities Administrators (CSA) have issued proposed Corporate Governance
Guidelines and related disclosure rules, which will replace the current disclosure requirements of
the TSX. This report outlines Sun Life Financials governance practices as set out in the CSA
Guidelines and Rules. The Corporations alignment to TSX Guidelines is set out in Schedule B of
this Circular. A comparison of the Corporations governance practices to the New York Stock
Exchange Corporate Governance Rules are found in Schedule C. Sun Life Financials governance model
is also consistent with Guidelines issued in January 2003 by the Office of the Superintendent of
Financial Institutions for Effective Corporate Governance in Federally Regulated Financial
Institutions. Board of Directors The Governance Committee and the board have reviewed information provided by the directors as
to their individual circumstances. Based on that information, the board has determined that 11 of
the 13 directors who are nominated for election at the May 11, 2005 annual meeting are independent.
The two directors who are standing for election who are not independent are senior executives of
the Corporation: Donald A. Stewart and C. James Prieur. The table in the Election of Directors
section of this Circular starting on page five identifies the independence status of each director. William W. Stinson, Chairman of the Board, is an independent director. He chairs regularly
scheduled meetings of the independent directors at which members of management including management
directors are not present. In 2004, the independent directors held ten such meetings. The board
intends to appoint Ronald W. Osborne, an independent director, as Chairman of the Board pending his
re-election as a director at the May 11, 2005 annual meeting, to succeed Mr. Stinson who will
retire at that time. 12Sun Life Financial Inc.




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Management Information Circular Board Mandate The Charter of the Board of Directors can be found as Schedule A of this Circular and is posted
on the Sun Life Financial website: www.sunlife.com. The Charter sets out:  1.

The roles and responsibilities of the Board of Directors.2.

The principal accountabilities that each director must consider to evaluate whether his or her
participation on the Board of Directors and Committees of the Board is at the level needed to
enable the director to fulfil his or her duties and responsibilities.3.

The criteria for selection of new directors.4.

The corporate governance practices and policies that apply to the Board of Directors. Position Descriptions The Governance Committee has adopted a written position description for the Chairman of the
Board. The Chairman of the Board is responsible for providing leadership to enhance the
effectiveness and independence of the board. The Chairman of the Board also manages the affairs of
the Board of Directors to assist the directors in carrying out their responsibilities and to
enhance the effectiveness and cohesion of the board as a whole. Position descriptions for the chairs of each board committee are contained in the Charters of the
Board Committees. The Chief Executive Officer has a written position description that has been reviewed and approved
by the Management Resources Committee. The Chief Executive Officer has overall responsibility for
the leadership, strategic direction and business results of the Corporation. Working closely with
the Chairman of the Board, the Board of Directors and the Executive Team, the Chief Executive
Officer ensures that the Corporation establishes appropriate goals, manages its resources to meet
these goals and executes the steps necessary to deliver the highest possible standards of business
performance. Maintaining an external perspective on Sun Life Financials overall long-term position
in the international financial services environment in order to grow the business in selected
global markets is a key responsibility of the Chief Executive Officer. Orientation and Continuing Education The Governance Committee reviews the orientation program for new directors, directors who join
committees and the on-going business seminar program for all board members. The orientation program
has several components. Sessions on the Corporations strategy, business operations and financial
reporting as well as visits to operational sites are held with corporate and operating management.
The Chairman of the Board meets with new directors to discuss the role of the board and board
committees. When a new or current director joins a new committee, a meeting is scheduled with the
Committee Chair and members of management who provide reports to that committee, to provide an
overview of that committees work. The Corporation regularly updates a Directors Manual for new and existing board members that
includes information about the Corporation, the board, its committees and board administration. Education seminars were held during the year to enhance the level of understanding of the
Corporations financial statements by members of the Audit and Conduct Review Committee. Business
unit presentations and education seminars for directors are held at least quarterly. Individual
directors may participate in outside professional development programs approved by the Chairman of
the Board, at the expense of the Corporation. Ethical Business Conduct The Corporations approach to business conduct is based on ethical behaviour, adhering to high
business standards, integrity and respect. The board has adopted the Sun Life Financial Code of
Business Conduct that applies to directors, officers and employees. It is posted on the
Corporations website: www.sunlife.com. The Risk Review Committee reviews the effectiveness
of, and compliance with, the Code of Business Conduct and reports on its review to the Board of
Directors on an annual basis. The Governance Committee reviews and makes recommendations 13Sun Life Financial Inc.




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##### 



Management Information Circular to the Board of Directors on amendments to the Code of Business Conduct. No waivers of the Code
for directors or executive officers have been granted. In addition to the Code of Business Conduct, the Charter of the Board of Directors includes a
policy on dealing with conflicts of interest. As a regulated financial institution, Sun Life
Financial is subject to related party rules. The effectiveness of procedures put in place by
management to monitor compliance with those rules is reviewed annually by the Audit and Conduct
Review Committee and reported to the Superintendent of Financial Institutions. Nomination of Directors The identification of new candidates for board nomination is a responsibility of the Governance
Committee, a committee composed entirely of independent directors. The Governance Committee
develops and prioritizes a list of potential candidates who meet the criteria for new directors
outlined in the Charter of the Board of Directors and who offer skills and experience that will
contribute to the boards continuing ability to keep pace with the Corporations developing
business operations. The Chairman of the Board, the Chief Executive Officer and the Chairman of the
Governance Committee interview potential candidates and present recommendations on new director
nominees to the Governance Committee. The Governance Committee recommends appointment of new
directors to the Board of Directors. On an annual basis, the Board of Directors nominates directors
for election by shareholders following review of each nominees attributes, skills and experience
by the Governance Committee. Compensation The board determines the compensation of directors on the recommendation of the Governance
Committee and compensation of executives on the recommendation of the Management Resources
Committee. Each of these committees is composed entirely of independent directors. Details on the
Compensation of Directors can be found starting on page nine. The Report on Executive Compensation
begins on page 19. Other Board Committees The committees of the board and their responsibilities, powers and operations are described in
the section Reports of Board Committees. Assessments On an annual basis, the Chairman of the Board, in consultation with the Governance Committee,
leads a process to review the effectiveness of the board and each board committee. Responses to a
written questionnaire are compiled, the Chairman of the Board reviews all responses and all
directors receive a summary of the results. Recommendations that the independent directors agree
will enhance effectiveness are adopted. Process improvements are regularly suggested by board
members, discussed at private sessions of the independent directors and implemented. In addition,
each committee of the board reviews its own performance and reports to the board on those
deliberations and suggestions for effectiveness enhancements. The Chairman of the Board, in consultation with the Governance Committee oversees an annual peer
evaluation process to provide feedback to individual independent directors, including the Chairman
of the Board. This process has been developed in consultation with an outside consultant who has
assisted the Chairman of the Board and the Governance Committee to implement and enhance this
process over several years. The outside consultant compiles the feedback received and shares
consolidated results with each independent director and the Chairman of the Board. The Chairman of
the Board meets individually with each independent director to discuss the results of the peer
evaluation. REPORTS OF BOARD COMMITTEES The board delegates certain responsibilities to standing board committees to allow an in-depth
review of these issues. Generally, board committees meet in advance of the board meetings where Sun
Life Financials annual and quarterly financial results are approved in February, April, July and
October and when the annual financial plan is approved in December. Special meetings are convened
when necessary. The Committee Chair reviews and approves the agenda for each meeting of a board
committee. Agendas are set taking into account a Committees Forward Agenda, which is approved
annually by the Board of Directors and items noted at prior meetings for Committee consideration.
Each Committee Chair provides a report to the board on the committees activities following each
meeting and presents recommendations to the Board of Directors on matters requiring board approval. 14Sun Life Financial Inc.




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##### 



Management Information Circular All members of each committee are independent directors. The Chairman of the Board attends all
committee meetings on an ex-officio basis other than the Governance Committee, of which he is a
member. After reviewing reports submitted by management, each committee meets without management
present. The Charters of the Board Committees are posted on the Sun Life Financial website:
www.sunlife.comand are available from the Corporate Secretary upon request. Additional
information on the Audit and Conduct Review Committee can be found in the Corporations 2004 Annual
Information Form filed with the Canadian securities regulators and can be found on the SEDAR
website: www.sedar.comand with the United States Securities and Exchange Commission
(website: www.sec.gov). Report of the Audit and Conduct Review Committee The primary functions of the Audit and Conduct Review Committee are to assist the Board of
Directors with its oversight role with respect to the integrity of financial statements, compliance
with financial regulatory requirements, the adequacy and effectiveness of the internal control
environment and the qualifications, independence and performance of Deloitte. The Audit and Conduct Review Committee met six times in 2004. After reviewing reports submitted by
management and Deloitte at each meeting, the Committee met without management present. The
Committee held private meetings regularly with each of Deloitte and the Chief Internal Auditor and
periodically with the Appointed Actuary. A number of education seminars were held during the year to enhance the level of understanding of
the Corporations financial statements by Committee members. In 2004 and up to the date of this Circular, matters upon which the Audit and Conduct Review
Committee reviewed and reported or made recommendations to the board included: Integrity of financial statements  

Reviewed the Corporations principal accounting practices and policies with management and
Deloitte and assured itself of Deloittes satisfaction with the accounting estimates and
judgements made by management.

Received a report from the management Disclosure Committee on their review of the annual and
quarterly consolidated financial statements, Managements Discussion and Analysis and earnings
news releases.

Reviewed with management and Deloitte and recommended for approval by the board the annual
audited consolidated financial statements, the Annual Information Form, the quarterly
unaudited consolidated financial statements, Managements Discussion and Analysis and earnings
news releases on annual and quarterly results. Compliance with regulatory financial requirements  

Reviewed new regulatory accounting policies and standards and emerging practices with
management. These included:  

The Chief Executive Officer and the Chief Financial Officer quarterly
certifications relating to financial disclosure and controls; and

Assessed and reported to the board on the financial literacy of Committee
members.  

Reviewed with the representatives of the Office of the Superintendent of Financial
Institutions (OSFI) their annual examination report and the status of items raised by OSFI
with management on a regular basis. The Committee also reported to OSFI on its review of
procedures for complying with the requirements of the Act relating to transactions with
related parties. Management has the responsibility for preparation of the Corporations consolidated financial
statements and the reporting process. Deloitte, as the Corporations independent auditor, is
responsible for auditing the Corporations consolidated financial statements in accordance with
Canadian generally accepted auditing standards. Adequacy and effectiveness of the internal control environment  

Reviewed the overall scope of the annual internal audit plan with management and the Chief
Internal Auditor. The Committee assessed the resources that the Chief Internal Auditor
proposed to devote to the audit and satisfied itself as to the independence of the Internal
Audit function. 15Sun Life Financial Inc.




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Management Information Circular  

Reviewed, on a quarterly basis, the Chief Internal Auditors report on the adequacy and
effectiveness of the internal control environment with the Committee.

Monitored the increased requirements for internal control reporting, with particular emphasis
on the requirements of the Sarbanes-Oxley Act of 2002. Qualifications, independence and performance of the auditor  

Satisfied itself as to the independence of Deloitte and discussed with Deloitte the written
disclosures and the letter provided by Deloitte within the meaning of the Rules of
Professional Conduct of the Institute of Chartered Accountants of Ontario (which is
substantially the same as the independence requirements of Securities and Exchange Commission
Regulation S-X, Rule 2-01) regarding the independence of Deloitte.

Reviewed and approved the overall scope of the annual audit plan and the resources devoted to
the audit.

Reviewed and approved all services and related fees as permitted by the Corporations Policy
Restricting the Use of the External Auditors.

Assessed the performance of Deloitte and recommended to the board the nomination of Deloitte
for re-appointment at the annual meeting.

Discussed with Deloitte those matters raised by them in connection with the audit of the
consolidated financial statements as described in CICA Handbook section 5751 (which are
substantially the same as the requirements of U.S. Auditing Standard No. 61). The Audit and Conduct Review Committee is satisfied with the appropriateness of its mandate and
that it substantially met the terms of its Charter in 2004. Signed,Ronald W. Osborne (Chairman)
    
    James C. Baillie
    
    Germaine GibaraDavid W. Kerr
    
    Krystyna T. Hoeg
 Report of the Governance Committee The primary functions of the Governance Committee are to assist the Board of Directors with its
oversight role by developing effective corporate governance guidelines and processes within Sun
Life Financial, assessing the effectiveness of the Board of Directors and its committees, including
the contribution of individual directors and the Chairman of the Board, and recommending nominees
for election as directors. The Governance Committee met eight times in 2004. The Governance Committee meets privately without
management present on a regular basis. In 2004 and up to the date of this Circular, the matters upon which the Governance Committee
reviewed and reported or made recommendations to the board included: Developing effective corporate governance processes within Sun Life Financial  

Reviewed current corporate governance developments.

Reviewed and recommended to the board revisions to the Charters of the Board of Directors and
Board Committees including position descriptions for Committee Chairs.

Considered proposals submitted by shareholders for inclusion in the 2005 annual meeting proxy
materials and recommended responses to the board.

Reviewed corporate governance disclosure in the annual meeting proxy materials.

Reviewed the system of subsidiary governance.

Approved an updated Philanthropy program and significant charitable donations. Assessing the effectiveness of the Board of Directors and its committees,
including the contribution of individual directors and the Chairman of the
Board  

Executed the process for evaluating the effectiveness of the board as a whole and each
committee of the board. 16Sun Life Financial Inc.




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Management Information Circular  

Developed the process for determining succession of the Chairman of the Board.

Enhanced the process for assessment of the contributions of individual directors by
introducing performance discussions with the Chairman of the Board.

Reviewed the appropriateness of the compensation of directors and director share ownership
guidelines and made recommendations to the board including increasing the level of share
ownership for each independent director to a value of not less than $300,000 in common shares
and/or DSUs.

Recommended business and director education programs for board members. Recommending nominees for election as directors  

Identified individuals with the competencies, skills and qualities determined by the board to
be required or best suited to complement the current board composition and recommended those
nominees to the board for election or re-election as directors.

Recruited two new directors to the Board. The Governance Committee is satisfied with the appropriateness of its mandate and that it
substantially met the terms of its Charter in 2004. Signed,Bertin F. Nadeau (Chairman)
    
    David A. Ganong
    
    Germaine GibaraIdalene F. Kesner
    
    William W. Stinson
    
    W. Vickery Stoughton
 Report of the Risk Review Committee The primary functions of the Risk Review Committee are to assist the Board of Directors with
its oversight role in ensuring the identification of major areas of risk facing the organization
and the development of strategies to manage those risks, to review compliance with risk management
policies and reports related to compliance with legal and regulatory matters. The Risk Review Committee met five times in 2004. After reviewing reports submitted by management,
the Committee met privately with the Chief Compliance Officer, Chief Risk Officer and Chief
Internal Auditor at each meeting and then met without management present. An orientation session was held for new Committee members during the year. In 2004 and up to the date of this Circular, the matters upon which the Risk Review Committee
reviewed and reported or made recommendations to the board included: Identification of major areas of risk facing the organization and the development of strategies to
manage those risks  

Reviewed with the Chief Risk Officer the enterprise-wide process for identifying the major
market, credit, insurance and operational risks faced by Sun Life Financial and monitored the
strategies and programs put in place to mitigate those risks.

Discussed current risk issues and the design of policies and business practices to deal with
those issues.

Examined income and financial sensitivity to movements in market conditions (interest rates,
equity markets and currency exchange rates) quarterly. Reviewed and monitored hedging programs
to address these risks quarterly.

Reviewed risks inherent in the Corporations products and steps being taken to address those
risks.

Reviewed reports on the Corporations risk concentrations and exposure to reinsurance
counterparties.

Reviewed the capital adequacy and financial strength of Sun Life Financial with the Appointed
Actuary of the Corporation and other members of management.

Reviewed quarterly investment portfolio performance and general fund investments. 17Sun Life Financial Inc.




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Management Information Circular Review compliance with risk management policies  

Monitored the effectiveness of and compliance with policies implemented for the management
and control of risk, including investment policies and standing investment authorizations,
product design and pricing management, underwriting and liability management, capital
management, reinsurance, outsourcing and policies implemented pursuant to OSFIs Standards of
Sound Business and Financial Practices. Reports related to compliance with legal and regulatory matters.  

Reviewed with management the status of items raised in the annual OSFI examination report.

Adopted policies dealing with legal and regulatory compliance.

Reviewed with the Chief Compliance Officer reports on compliance activities on a quarterly
and annual basis, including reports on compliance with the Sun Life Financial Code of Business
Conduct, reviews of market conduct practices related to Sun Life Financials protection and
wealth management products and services, procedures for dealing with customer complaints and
procedures for complying with anti-money laundering and suppression of terrorism laws.

Reviewed reports on outstanding litigation and regulatory matters. The Risk Review Committee is satisfied with the appropriateness of its mandate and that it
substantially met the terms of its Charter in 2004. Signed,James C. Baillie (Chairman)
    
    George W. Carmany
    
    William R. FattKrystyna T. Hoeg
    
    Idalene F. Kesner
    
    Madeleine M. Paquin
 Report of the Management Resources Committee The primary functions of the Management Resources Committee are to assist the Board of
Directors with its oversight role by ensuring that the Corporation has the leadership resources to
provide succession for senior executive positions, and the programs to effectively attract, retain,
motivate and reward executives to achieve strategic objectives. The Management Resources Committee met eight times in 2004. After reviewing reports submitted by
management, the Committee met without management present. The Chief Executive Officer attends
meetings by invitation. The Committee engages reputable external consultants with significant
experience in the financial services sector to gather information and opine on the Corporations
total remuneration practices relative to other financial institutions, as it deems appropriate. In 2004 and up to the date of this Circular, the matters upon which the Management Resources
Committee reviewed and reported or made recommendations to the board included:  

Ensured effective plans were in place to provide succession options in relation to the Chief
Executive Officer and other senior management positions.

Assessed the performance of the Chief Executive Officer and recommended to the Board of
Directors the Chief Executive Officers compensation in relation to the Corporations
performance and his leadership.

Reviewed the Chief Executive Officers performance assessment and compensation
recommendations in relation to other officers including the Chief Operating Officer, Corporate
Executive Vice-Presidents, Business Group Presidents, Appointed Actuary, Chief Internal
Auditor, Chief Compliance Officer and Chief Risk Officer.

Reviewed and approved executive compensation policies, programs and levels, including the
determination of appropriate performance measures and targets for incentive compensation
plans.

Oversaw effective governance of employee pension plans and approved plan changes. 18Sun Life Financial Inc.




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Management Information Circular REPORT ON EXECUTIVE COMPENSATION Executive Compensation Philosophy The executive compensation philosophy recognizes the importance and contribution of a highly
effective leadership team to the growth of sustainable shareholder value. Its objectives are to:  a)

Recruit, develop and retain top leadership talent;b)

Motivate and reward executives for
achieving results that contribute to the long-term financial success of the Corporation;c)

Link
directly the interests of executives with those of the Corporations shareholders; andd)

Support
the achievement of the Corporations succession plans by retaining top talent in a highly
competitive business environment. The structure of the compensation program varies according to the level and nature of the position
in the organization. Generally, the higher the level of the position, the greater the portion of
the compensation that is variable and at risk, recognizing the degree to which the employee is able
to influence overall business results. Executive compensation is targeted at the median of the
competitive market, depending on overall business results and individual performance. This may
result in paying above median compensation when the Corporation performs exceptionally well
relative to its objectives and peers, while delivering significantly lower compensation if results
fail to meet expectations. The value of pensions, benefits and perquisites is established at the
median of the relevant comparator group. In establishing the level and mix of executive compensation, the Committee references data and
other information on market compensation practices provided by independent consulting firms. For
Canadian-based executives, the Committee reviews the practices of the major Canadian banks,
Great-West Life Co. Inc. and Manulife Financial Corporation. For executives based in the United
States, Asia and the United Kingdom, the Committee reviews the practices of insurance companies of
comparable size and scope. Using the data collected in these reviews, the Committee determines and
recommends to the Board of Directors, for approval, salary adjustments and incentive awards for the
Chief Executive Officer. The Committee reviews and approves the compensation recommendations made
by the Chief Executive Officer pertaining to the Chief Operating Officer, Corporate Executive
Vice-Presidents and Business Group Presidents, as well as the Appointed Actuary, Chief Internal
Auditor, Chief Compliance Officer and Chief Risk Officer. 19Sun Life Financial Inc.




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Management Information Circular Executive Compensation Components The executive compensation program is comprised of base salary, annual and long-term incentives
and certain benefits and perquisites. The following table outlines the various compensation
components: Component
    
    
    Eligibility
    
    
    Performance Period
    
    
    DeterminationBase Salary
    
    
    All employees.
    
    
    1 year
    
    
    Salary ranges based on market competitiveness. Individual
salaries and increases based on individual and corporate
performance.Annual Incentive
Plan (Cash)
    
    
    All employees.
    
    
    1 year
    
    
    Plan design based on market competitiveness and business
objectives. Actual awards based on financial performance
(corporate and business group) and achievement of
individual objectives that support business objectives.Annual Incentive
Plan (Deferred Share
Units)
    
    
    Vice-Presidents and
above.
    
    
    Until executive retires or
leaves the Corporation.
    
    
    Vice-Presidents and above may voluntarily defer some or all
of their annual incentive as DSUs. DSUs are redeemable
only upon termination of employment, retirement or death,
for cash and/or an equal number of the Corporations
common shares. The payout value is equal to the fair
market value of an equal number of common shares of the
Corporation at the time of redemption.Restricted Share
Unit Plan
    
    
    Vice-Presidents and
above, and selected
key contributors.
    
    
    3 years, vests 100% at
the end of the
performance period.
    
    
    Plan design based on market competitiveness. Awarded
annually based on individual and corporate performance.
Actual payout reflects the value of the Corporations
common shares and the reinvestment of notional dividends
over the performance period.Performance Share
Unit Plan
    
    
    Vice-Presidents and
above.
    
    
    3 years. Vesting at the
end of the performance
period is linked to Total
Shareholder Return
(TSR)1relative to peer
group and increase in
operating Earnings Per
Share (operating EPS)
and Dividend Yield.
    
    
    Plan design based on market competitiveness and key
business objectives. Awarded annually based on individual
and corporate performance. Actual payout reflects the value
of the Corporations common shares, the achievement of the
performance factors (TSR, operating EPS and Dividend
Yield) relative to objectives and the reinvestment of notional
dividends over the performance period.Stock Option Plan
    
    
    Vice-Presidents and
above.
    
    
    Up to 10 years. Vests
25% per year over
4 years, beginning with
the first anniversary of
the grant date.
    
    
    Plan design based on market competitiveness. Awarded
annually based on individual and corporate performance.
Final award value based on the Corporations common share
price.Benefits
    
    
    All employees.
    
    
    Continue through
employment.
    
    
    Pension and benefit plans are based on market
competitiveness. Certain perquisites (car, financial planning
and club membership) are provided to eligible executives.
 1.
    
    Total Shareholder Return is defined as share price accumulation and dividends paid. 20Sun Life Financial Inc.




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Management Information Circular Pay Mix The majority of compensation paid to senior executives is pay at risk to ensure alignment with
shareholders. The actual mix varies depending on the ability of the executive to influence short- and longer-term business results, the
level and location of the executive and competitive local market practices. The following table
summarizes the target weightings of the various compensation components: Mid- and Longer-Position
    
    
    Base
    
    
    
    Annual Incentive
    
    
    
    Term IncentivesChief Executive Officer
    
    
    
    15%
    
    
    
    
    15%
    
    
    
    
    70%Chief Operating Officer
    
    
    
    30%
    
    
    
    
    20%
    
    
    
    
    50%Corporate Executive Vice-Presidents
and Business Group Presidents
    
    
    
    30%  35%
    
    
    
    
    15%  20%
    
    
    
    
    45%  55%Other Vice-Presidents
    
    
    
    35%  50%
    
    
    
    
    15%  20%
    
    
    
    
    35%  45%
 Base Salaries The Committee reviews the salary ranges for all positions at the Vice-President level and
above, using external salary surveys. Base salaries for all employees are reviewed annually and
adjusted, as appropriate, based on individual performance, capabilities, responsibilities and
competitive market data. The Committee determines and recommends for approval by the Board of
Directors the actual base salary increases for the Chief Executive Officer, as well as the
compensation recommendations made by the Chief Executive Officer pertaining to the Chief Operating
Officer, Corporate Executive Vice-Presidents and Business Group Presidents, as well as the
Appointed Actuary, Chief Internal Auditor, Chief Compliance Officer and Chief Risk Officer and the
aggregate salary increase budget for all other staff. Annual Incentive Compensation The Annual Incentive Plan provides participants with the opportunity to earn cash awards based
on the Corporations performance, as well as the performance of business units, functional areas,
and the individual participant. In 2004, overall results were assessed on the basis of the
Corporations operating EPS and operating Return on Equity (operating ROE) performance against
pre-determined targets, as well as progress on other key metrics, as follows: 2004
Results / Comments
    
    
    ResultsFinancial
Performance Measure:Operating
EPS (50%)
    
    
    Operating Earnings Per Share was $2.91.
    
    
    ExceedOperating ROE (50%)
    
    
    Operating Return on Equity was 12.0%.
    
    
    ExceedOther Key Metrics:Relative TSR
    
    
    The Corporations TSR for the year ending December 31, 2004 was 27.2%,
exceeding the custom index of North American financial institutions.
    
    
    ExceedGrowth in the Value of
New Business (VNB)
    
    
    The target range for Growth in VNB was 10%  15%. The Corporation exceeded
this target through its continued focus on profitable growth.
    
    
    ExceedPolicyholder
Measures
    
    
    The financial strength and high quality of earnings was reflected in the
removal of the negative outlook on Sun Life Assurance from Standard and
Poors and A.M. Best. Sun Life Assurance has generally improved its ratings
on client services but continues to have mortgage endowment issues in its
U.K. business.
    
    
    Meet
 Note: www.sedar.com www.sec.gov
 21Sun Life Financial Inc.




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Management Information Circular The weightings for the 2004 Annual Incentive Plan were as follows: WeightingsTarget
    
    
    
    
    
    
    
    
    Business GroupPosition
    
    
    (as a % of salary)
    
    
    
    Corporate
    
    
    
    and/or Business Unit
    
    
    
    IndividualChief Executive Officer
    
    
    
    100%
    
    
    
    
    80%
    
    
    
    
    0%
    
    
    
    
    20%Chief Operating Officer
    
    
    
    70%
    
    
    
    
    80%
    
    
    
    
    0%
    
    
    
    
    20%Corporate Executive Vice-Presidents
    
    
    
    50%  60%
    
    
    
    
    70%
    
    
    
    
    0%
    
    
    
    
    30%Business Group Presidents
    
    
    
    50%  70%
    
    
    
    
    20%
    
    
    
    
    60%
    
    
    
    
    20%Corporate Vice-Presidents
    
    
    
    30%  50%
    
    
    
    
    50%  60%
    
    
    
    
    0%
    
    
    
    
    40%  50%Business Group Vice-Presidents
    
    
    
    25%  50%
    
    
    
    
    10%
    
    
    
    

50%  80%
    
    
    
    
    10%  40%
 The Committee reviews the incentive awards payable to the Chief Executive Officer, Chief Operating
Officer, Corporate Executive Vice-Presidents and Business Group Presidents, as well as the
Appointed Actuary, Chief Internal Auditor, Chief Compliance Officer and Chief Risk Officer. The
Committee has the discretion to adjust the final payouts to ensure they reflect individual
contribution towards financial, operational and strategic objectives. No incentive compensation is
payable where individual performance is not satisfactory or where key business objectives are not
achieved. Long-Term Incentive Compensation The Corporation has a portfolio of longer-term incentive (LTI) vehicles. These vehicles are
designed to motivate and reward executives for the creation of sustainable shareholder value and
superior returns, and to ensure appropriate emphasis on intermediate and long-term performance.
Accordingly, the portfolio includes both mid-term (three year) incentives and stock options. Participation in the long-term incentive program is limited to approximately 500 executives and key
employees who have the ability to influence business outcomes and financial performance, and have
longer-term succession potential. For senior executives, there is greater weighting on
performance-based vehicles to recognize their ability to directly influence business results and to
reinforce the importance of alignment of executive and shareholder interests. The Committee determines the mix of the LTI portfolio for all participants, based on the
participants level in the organization. The following table summarizes the portfolio mix for 2004: Mid-Term
    Longer-TermLevel
    
    
    Restricted Share Units
    
    
    
    Performance Share Units
    
    
    
    Stock OptionsChief Executive Officer
    
    
    
    0%
    
    
    
    
    100%
    
    
    
    
    0%Chief Operating Officer,
Corporate Executive Vice-Presidents and Business Group Presidents
    
    
    
    50%
    
    
    
    
    50%
    
    
    
    
    0%Other Vice-Presidents
    
    
    

75%  100%
    
    
    
    

0%  25%
    
    
    
    
    0%Key Contributors
    
    
    
    100%
    
    
    
    
    0%
    
    
    
    
    0%
 With the introduction of the Performance Share Unit Plan (the PSU Plan) in 2004, the Committee
elected to place a greater emphasis on Performance Share Units (PSUs) to ensure that the eligible
participants portfolios had a balance of all three LTI
vehicles. For similar reasons there was a greater emphasis on Restricted Share Units (RSUs), as
this program had been newly introduced in 2003. A limited number of participants, either new to the
organization or recently promoted to an executive position, received a portion of their award in
the form of stock options to ensure that they had both mid- and longer-term vehicles in their LTI
portfolio. a) Restricted Share Unit Plans The Restricted Share Unit Plan (the RSU Plan) is a mid-term plan that rewards executives and
senior managers for their contribution to the performance of the Corporation, while increasing
alignment between their compensation and the interests of shareholders. The initial value of 22Sun Life Financial Inc.




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Management Information Circular each Restricted Share Unit (RSU) is based on the value of a common share of the Corporation,
as determined under the RSU Plan at the date of grant. Additional RSUs are accumulated over the
three-year performance period representing dividends that are paid on the Corporations common
shares. Each RSU award, inclusive of the dividend-related RSUs, vests and is paid out at the end of
three years. The redemption value is the then fair market value of an equal number of Corporations
common shares. Awards vest on a change of control and become payable on the earlier of the (i) the
individuals termination of employment as a result of the change of control or (ii) the normal
payment date under the terms of the plan. The Clarica Life Insurance Company (Clarica) RSU Plan was designed solely for specific incentive
purposes relating to certain Clarica senior officers. The only awards made under this plan were in
2002. No further awards will be made under this plan and all outstanding awards were paid out as of
January 31, 2005. b) Performance Share Unit Plan The PSU Plan, introduced in 2004, is designed to further reinforce the Corporations pay for
performance commitment. The initial value of each PSU is based on the value of a common share of the Corporation, as
determined under the PSU Plan, at the date of grant. Additional PSUs are accumulated, representing
dividends paid during the three-year vesting period. Each award vests and is paid out at the end of
a three-year performance period based on the achievement of pre-determined performance measures and
targets. Awards vest on a change of control and become payable on the earlier of the (i) the
individuals termination of employment as a result of the change of control or (ii) the normal
payment date under the terms of the plan. For 2004, the performance measures were based on the following:  

The Corporations three-year TSR relative to a peer group of North American financial
services companies; and

The Corporations three-year operating EPS and dividend yield growth. If pre-established performance thresholds are not met, units will not vest. If the pre-established
targets are exceeded, the number of units vesting may be increased by up to 50%. Payments to executives are based on the number of vested PSUs multiplied by the market value of the
Corporations common shares at the end of the three-year performance period. c) Executive Stock Option Plan The Executive Stock Option Plan (the Option Plan) authorizes the Committee to make discretionary
grants of options to purchase common shares of the Corporation to employees of Sun Life Assurance
and its affiliates. The Option Plan is designed to reward eligible employees in relation to
increases in shareholder value over the longer term. Under the Option Plan, stock options have a maximum exercise period of 10 years. The exercise price
is the closing price of the common shares on the TSX on the trading day preceding the date of the
grant. Stock options will normally vest at 25% per year commencing on the first anniversary of the
date of the grant, subject to the terms of each grant set by the Committee. Options vest
immediately on the death of a participant and are exercisable for a period of one year. On
disability, participants have one year from
the date of eligibility for disability benefits to exercise any options that are vested or become
vested during that period. Participants who retire have three years in which to exercise any
options that are vested or become vested during that period. Grants under the Option Plan are
subject to early termination in the event of a participants termination of employment. Subject to
certain exceptions, outstanding options vest and become immediately exercisable on a change of
control. As of December 31, 2004, the number of options outstanding represented 2.1% of all common
shares outstanding. This leaves an additional 3% available for future grants. At the discretion of the Corporation, an option granted under the Plan may have stock appreciation
rights (SARs) entitling the participant to receive in cash an amount equal to the excess of the
market price, on the date the participant exercises such right, over the exercise price of the
related option. Each exercise of a right in respect of a share covered by a related option
terminates the option. No SARs have been granted under the Option Plan to date. d) The Senior Executives Deferred Share Unit Plan The Senior Executives Deferred Share Unit Plan (the DSU Plan) aligns executives and
shareholders interests by providing senior executives with a vehicle to assist them in achieving
the Corporations share ownership requirements. 23Sun Life Financial Inc.




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Management Information Circular Each eligible executive may elect to receive 0%, 50%, 75% or 100% of his or her annual
incentive award in the form of DSUs, subject to the approval of the Committee. The executive must
elect to participate in the DSU Plan prior to the beginning of the calendar year for which the
annual incentive award is earned. When incentive awards are decided, the amount elected is
converted to DSUs which have a value equal to the market price of a common share of the
Corporation, as determined under the DSU Plan. Additional DSUs are automatically credited to DSU Plan participants representing dividends that are
paid on the Corporations common shares. The executive is not permitted to redeem the DSUs until
termination of employment, death or retirement. The value of the DSUs may be settled in cash or
converted to common shares purchased on the open market. The value of the DSUs at the time of
redemption will be based on the fair market value of the Corporations common shares immediately
before their conversion. Stock Ownership Requirements To ensure that executives are significant shareholders in the organization that they lead, all
senior executives are required to meet minimum share ownership levels. Effective January 1, 2005
the requirements were increased to ensure greater alignment between the interests of senior
executives and shareholders. The requirements are in proportion to the executives compensation and
position and must be satisfied within five years, through holdings of the Corporations common
shares, as well as DSUs and RSUs. If the requirement is not met, the Corporation may, at its discretion, require that the net
proceeds of a long-term incentive be settled in shares of the Corporation. For the RSU and PSU
Plans, shares will be purchased on the open market. The requirements are as follows: Level
    
    
    Minimum Ownership RequirementChief Executive Officer
    
    
    5 times base salaryChief Operating Officer
    
    
    4 times base salaryCorporate Executive Vice-Presidents and Business Group Presidents
    
    
    3 times base salarySenior Business Unit and Functional Vice-Presidents
    
    
    2 times base salary
 As of December 31, 2004, the Named Executive Officers holdings were as follows: Named Executive Officer
    
    
    % Of Ownership Requirement MetDonald A. Stewart
    
    
    230%C. James Prieur
    
    
    213%Robert C. Salipante*
    
    
    62%Paul W. Derksen
    
    
    305%
  Chief Executive Officers Compensation The Chairman of the Board of Directors seeks input from the independent directors to evaluate
the Chief Executive Officers performance. The Chairman reviews the input received with the
Committee and the independent directors. The Committee uses this input to review the Chief
Executive Officers performance and determine his compensation. In assessing performance, the
Committee considers both financial and non-financial components, including:  

Financial results and business performance in relation to pre-determined targets and industry
peers, including those performance measures described under Annual Incentive Compensation on
page 21;

Leadership of the Corporation, including strategy development and execution;

Organizational culture, including business practices, customer focus, governance and
compliance;

Leadership benchstrength and succession; 24Sun Life Financial Inc.




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Management Information Circular  

Organizational capabilities; and

Management of external relationships. In assessing the Chief Executive Officers individual performance in 2004 the Committee determined
that, in addition to the Corporations strong financial results for the year (increase in operating
EPS of 16.4%, increase in operating ROE from 10.6% to 12.0% and TSR of 27.2%), Mr. Stewart met the
key objectives established for him for 2004. In particular, Mr. Stewart oversaw major leadership
changes at both Massachusetts Financial Services Company (MFS) and in SLF Canada, as well as
restructuring of the latter organization to increase its customer focus. Additional senior
leadership changes were made in the United States business group, thereby strengthening the
Corporations overall succession benchstrength. Mr. Stewart led an enterprise-wide initiative to
enhance emphasis on improving customer services as well as a number of key infrastructure
initiatives, including restructuring the Corporations major subsidiaries to increase capital
efficiency. In recognition of his contribution in 2004, the Committee determined Mr. Stewarts compensation,
consisting of base salary, annual and long-term incentive compensation as follows:  

The Committee assessed Mr. Stewarts base salary relative to his competitive peers in 2004
and determined that it was competitively positioned and commensurate with continued strong
contribution to the Corporation. Therefore, his 2004 base salary remained unchanged.

Based on the Corporations overall performance in 2004, the Committee granted Mr. Stewart an
Annual Incentive award of $1,500,000.

Under the Corporations long-term compensation programs in 2004, Mr. Stewarts award was
provided exclusively in the form of PSUs. Mr. Stewart was granted 137,061 PSUs with an award
value of $5,000,000 and a unit price of $36.48. The final value of
these PSUs, which vest February 12, 2007, will be determined as set out in the PSU Plan
description on page 23.

For 2005, the Committee reviewed Mr. Stewarts base salary taking into consideration his
performance in 2004 and competitive market data and granted him an increase of $100,000.

For 2005, in recognition of the Corporations performance and Mr. Stewarts leadership in
2004, the Committee granted Mr. Stewart a long-term incentive award, provided equally in stock
options and PSUs. Mr. Stewart was granted 204,200 stock options at an exercise price of
$40.80, vesting at the rate of 25% per year. He was also granted 67,501 PSUs with an award
value of $2,750,000 and a unit price of $40.74. The final value of these PSUs, which vest
February 10, 2008, will be determined as set forth in the PSU Plan description. Supplemental Information  Compensation for 2005 In February 2005 the Committee reviewed the compensation of the Chief Executive Officer and the
other Named Executive Officers. The Board of Directors approved the following changes: Base Salary Increases After reviewing the executives performance in 2004 and the compensation practices of the
established peer group, adjustments were made to the base salaries of the Named Executive Officers.
The 2005 base salaries are as follows: Named Executive Officer
    
    
    2005 Base SalaryDonald A. Stewart
    
    
    
    $1,100,000C. James Prieur
    
    
    
    $750,000Robert C. Salipante
    
    
    
    US$690,000Paul W. Derksen
    
    
    
    $620,000
 Annual Incentive Plan Effective January 1, 2005 the Annual Incentive Plan was amended so that individuals awards
will more directly reflect their personal contribution to the achievement of business objectives.
Individual performance will be incorporated through a multiplier of the score resulting from the
business assessment, ranging from 0% to 200%. 25Sun Life Financial Inc.




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##### 



Management Information Circular Corporate performance will continue to be assessed on the same performance measures described
in this report; namely operating ROE and operating EPS, with Relative TSR, Growth in the Value of
New Business and Policyholder Measures acting as modifying measures. Business Group measures focus
primarily on operating ROE and Net Income, with other key metrics including Growth in the Value of
New Business, Customer Satisfaction and Expense Management. For 2005, the weightings are as follows: WeightingsTarget Incentive
    
    
    
    
    
    
    
    
    Business Group and/Position
    
    
    (as a % of salary)*
    
    
    
    Corporate
    
    
    
    or Business Unit
    
    
    
    IndividualChief Executive Officer
    
    
    
    100%
    
    
    
    
    100%
    
    
    
    
    0%
    
    
    
    Individual PerformanceMultiplier, ranging from0% to 200%Chief Operating Officer, CorporateExecutive Vice-Presidents
    
    
    
    50%  70%
    
    
    
    
    100%
    
    
    
    
    0%Business Group Presidents
    
    
    
    50%  70%
    
    
    
    
    40%
    
    
    
    
    60%
    
    
    
    Individual PerformanceMultiplier, ranging fromCorporate Vice-Presidents
    
    
    
    30%  50%
    
    
    
    
    100%
    
    
    
    
    0%
    
    
    
0% to 175%.Business Group Vice-Presidents
    
    
    
    30%  50%
    
    
    
    
    25%
    
    
    
    
    75%
  Long-Term Incentive Awards The composition of Long-Term Incentive Awards for 2005 is as follows: Restricted
    
    
    
    PerformanceLevel
    
    
    Stock Options
    
    
    
    Share Units
    
    
    
    Share UnitsChief Executive Officer
    
    
    
    50%
    
    
    
    
    0%
    
    
    
    
    50%Chief Operating Officer
    
    
    
    50%
    
    
    
    
    0%
    
    
    
    
    50%Corporate Executive Vice-Presidents and Business
Group Presidents
    
    
    
    50%
    
    
    
    
    0%
    
    
    
    
    50%Senior Business Unit and Functional Vice-Presidents
    
    
    
    50%
    
    
    
    
    25%
    
    
    
    
    25%Other Vice-Presidents
    
    
    
    50%
    
    
    
    
    50%
    
    
    
    
    0%Key Contributors below the Vice-President level
    
    
    
    0%
    
    
    
    
    100%
    
    
    
    
    0%
 The following table summarizes the stock option, RSU and PSU grants that were awarded to the Named
Executive Officers on February 10, 2005. Share Unit Plans
    Stock OptionsUnit Value at
    
    
    
    Number of
    
    
    
    ExerciseNamed Executive Officer
    
    
    RSUs
    
    
    
    PSUs
    
    
    
    Grant ($CDN)
    
    
    
    Options
    
    
    
    Price ($CDN)Donald A. Stewart
    
    
    
    0
    
    
    
    
    67,501
    
    
    
    
    40.74
    
    
    
    
    204,200
    
    
    
    
    40.80C. James Prieur
    
    
    
    0
    
    
    
    
    15,955
    
    
    
    
    40.74
    
    
    
    
    48,300
    
    
    
    
    40.80Robert C. Salipante
    
    
    
    0
    
    
    
    
    17,642
    
    
    
    
    40.74
    
    
    
    
    53,400
    
    
    
    
    40.80Paul W. Derksen
    
    
    
    0
    
    
    
    
    15,955
    
    
    
    
    40.74
    
    
    
    
    48,300
    
    
    
    
    40.80
 26Sun Life Financial Inc.




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##### 



Management Information Circular EXECUTIVE COMPENSATION The following table provides a summary of compensation earned during each of the last three
fiscal years for the Chief Executive Officer, Chief Financial Officer and the three most highly
compensated executive officers other than the Chief Executive Officer and the Chief Financial
Officer (the Named Executive Officers) based on total cash compensation (salary and annual bonus)
earned in the fiscal year 2004. The Named Executive Officers are also officers of Sun Life
Assurance. Their compensation reflects the total amount paid for their services to both the
Corporation and Sun Life Assurance. Payment of such compensation was
shared equally between the Corporation and Sun Life Assurance. Named Executive Officers resident outside of Canada
are compensated in U.S. dollars. Summary
Compensation TableAnnual Compensation
    Long-Term CompensationAwards
    PayoutsShares or UnitsSecurities
    
    
    
    Subject toOther Annual
    
    
    
    Under Options/
    
    
    
    Resale
    
    
    
    LTIP
    
    
    
    All OtherSalary
    Bonus1
    Compensation
    SARs Granted
    Restrictions2
    Value
    Compensation4Name and Principal Position
    
    
    Year
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    #
    
    
    
    $
    
    
    
    $
    
    
    
    $Donald A. Stewart
    
    
    
    2004
    
    
    
    
    1,000,000
    
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,999,985
    
    
    
    
    
    
    
    
    
    324,758Chief Executive Officer
    
    
    
    2003
    
    
    
    
    961,923
    
    
    
    
    0
    
    
    
    
    
    
    
    
    
    280,000
    
    
    
    
    1,530,594
    
    
    
    
    
    
    
    
    
    159,2812002
    
    
    
    
    850,000
    
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    2,200,800
    3
    
    
    
    46,680C. James Prieur
    
    
    
    2004
    
    
    
    
    750,000
    
    
    
    
    732,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,300,001
    
    
    
    
    
    
    
    
    
    115,720President and
    
    
    
    2003
    
    
    
    
    746,192
    
    
    
    
    0
    
    
    
    
    
    
    
    
    
    114,000
    
    
    
    
    630,890
    
    
    
    
    
    
    
    
    
    65,599Chief Operating Officer
    
    
    
    2002
    
    
    
    
    702,500
    
    
    
    
    822,200
    
    
    
    
    
    
    
    
    
    130,000
    
    
    
    
    
    
    
    
    
    1,293,600
    3
    
    
    
    13,030Robert C. Salipante5
    
    
    
    2004
    
    
    
    US 690,385
    
    
    
    US 668,000
    
    
    
    
    
    
    
    
    
    71,300
    
    
    
    
    516,995
    
    
    
    
    
    
    
    
    
    42,923President, Sun Life
    
    
    
    2003
    
    
    
    US 535,000
    
    
    
    US 438,000
    
    
    
    US 148,662
    
    
    
    
    110,000
    
    
    
    
    616,302
    
    
    
    
    
    
    
    
    
    15,506Financial U.S.
    
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert M. Astley6
    
    
    
    2004
    
    
    
    
    574,038
    
    
    
    
    421,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,600,013
    
    
    
    
    
    
    
    
    
    83,830Former President, Sun
    
    
    
    2003
    
    
    
    
    746,192
    
    
    
    
    594,000
    
    
    
    
    
    
    
    
    
    114,000
    
    
    
    
    630,890
    
    
    
    
    
    
    
    
    
    76,321Life Financial Canada
    
    
    
    2002
    
    
    
    
    409,904
    
    
    
    
    344,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000,000
    
    
    
    
    
    
    
    
    
    24,513Paul W. Derksen
    
    
    
    2004
    
    
    
    
    594,769
    
    
    
    
    518,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,300,001
    
    
    
    
    
    
    
    
    
    59,153Executive Vice-President
    
    
    
    2003
    
    
    
    
    579,231
    
    
    
    
    319,000
    
    
    
    
    
    
    
    
    
    70,000
    
    
    
    
    384,020
    
    
    
    
    
    
    
    
    
    21,852and Chief Financial Officer
    
    
    
    2002
    
    
    
    
    459,923
    
    
    
    
    501,700
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    
    500,000
    
    
    
    
    588,000
    3
    
    
    
    4,959
 1.
    
    Named Executive Officers participate in an incentive compensation program that
provides annual cash payments based on the achievement of pre-determined business and
individual results. For 2003 and 2004, Mr. Salipante received 100% of his annual bonus in
DSUs. For 2002, the Named Executive Officers received the following percentage of their
annual bonuses in DSUs: Mr. Stewart  70%, and Mr. Prieur  100%.2.
    
    Amounts shown represent awards issued under the Corporations RSU Plan and PSU Plan,
valued as of the grant date, based on a share price of $36.48, which was the average
closing price on the TSX of the Corporations common shares for the five consecutive
trading days ending February 11, 2004. For 2003, the price for Messrs. Stewart, Prieur,
Derksen and Astley was $27.43 and the price for Mr. Salipante was $27.27. For 2002, the
price for Mr. Astley was $34.36 and $28.31 for Mr. Derksen. The aggregate number of RSUs
and PSUs held by the Named Executive Officers and the aggregate value as of December 31,
2004 are as follows: Aggregate No. of
    
    
    
    Aggregate Value as ofNamed Executive Officer
    
    
    Plan
    
    
    
    Units
    
    
    
    December 31, 2004 ($CDN)Donald A. Stewart
    
    
    Restricted Share Unit
    
    
    
    58,408
    
    
    
    
    $2,345,112Performance Share Unit
    
    
    
    140,211
    
    
    
    
    $5,629,500C. James Prieur
    
    
    Restricted Share Unit
    
    
    
    42,303
    
    
    
    
    $1,698,461Performance Share Unit
    
    
    
    18,228
    
    
    
    
    $731,838Robert C. Salipante
    
    
    Restricted Share Unit
    
    
    
    23,657
    
    
    
    
    $949,812Performance Share Unit
    
    
    
    14,498
    
    
    
    
    $582,086Robert M. Astley*
    
    
    Restricted Share Unit
    
    
    
    105,417
    
    
    
    
    $4,232,492Performance Share Unit
    
    
    
    4,620
    
    
    
    
    $185,486Paul W. Derksen
    
    
    Restricted Share Unit
    
    
    
    51,567
    
    
    
    
    $2,070,411Performance Share Unit
    
    
    
    18,228
    
    
    
    
    $731,838
  27Sun Life Financial Inc.




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##### 



Management Information Circular The following table shows the estimated future payouts for the awards granted in 2004 under
the Corporations PSU plan, based on the number of units. The actual payout value will be based on
the value of a common share of the Corporation, as determined under the PSU Plan, as of the vesting
date. Furthermore, additional PSUs are accumulated, representing dividends paid during the
three-year vesting period. Estimated Future PayoutsPerformance PeriodNamed Executive Officer
    
    
    Units Granted
    
    
    Until Maturation
    
    
    Threshold (#)
    
    
    Target (#)
    
    
    Maximum (#)Donald A. Stewart
    
    
    
    137,061
    
    
    
    February 12, 2007
    
    
    
    0
    
    
    
    
    137,061
    
    
    
    
    205,592C. James Prieur
    
    
    
    17,818
    
    
    
    February 12, 2007
    
    
    
    0
    
    
    
    
    17,818
    
    
    
    
    26,727Robert C. Salipante
    
    
    
    14,172
    
    
    
    February 12, 2007
    
    
    
    0
    
    
    
    
    14,172
    
    
    
    
    21,258Robert M. Astley
    
    
    
    21,930
    
    
    
    February 12, 2007
    
    
    
    0
    
    
    
    
    21,930
    
    
    
    
    32,895Paul W. Derksen
    
    
    
    17,818
    
    
    
    February 12, 2007
    
    
    
    0
    
    
    
    
    17,818
    
    
    
    
    26,727
  3.
    
    The Board of Directors approved the settlement of these long-term incentive plan payments
in DSUs.4.
    
    These amounts represent the dividend equivalents credited to the Named Executive Officers
under the DSU Plan, the RSU Plans, and the PSU Plan.5.
    
    Mr. Salipante was hired as President, Sun Life Financial U.S. effective February 25, 2003.
Amounts in Other Annual Compensation include reimbursements for car allowance and relocation
expenses. The taxable benefit for relocation expenses was US$142,711 in 2003.6.
    
    Mr. Astley retired effective October 1, 2004. He became President, Sun Life Financial Canada
effective May 29, 2002.
 Option/SAR Grants During the Year Ended December 31, 2004 In 2004, stock options to purchase common shares of the Corporation were granted to the Named
Executive Officers as set out in the following table. All of the options granted had an exercise
price equal to the closing price of the Corporations common shares on the date preceding the date
of the grant. The options vest over four years at the rate of 25% per year, commencing with the
year following the date of grant. No Stock Appreciation Rights (SARs) were granted. % of Total
    
    
    
    
    
    Market Value ofSecurities Under
    
    
    Options/SARs
    
    
    
    
    
    Securities UnderlyingOptions/SARs
    
    
    Granted to
    
    
    Exercise or
    
    
    Options/SARs on theGranted
    
    
    Employees in
    
    
    Base Price
    
    
    Date of GrantName
    
    
    (#)
    
    
    Financial Year
    
    
    ($/Security)
    
    
    ($/Security)
    
    
    Expiration DateDonald A. Stewart
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    C. James Prieur
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert C. Salipante
    
    
    
    71,300
    
    
    
    
    41.1
    %
    
    
    US 27.71
    
    
    US 27.71
    
    
    February 11, 2014Robert M. Astley
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paul W. Derksen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Aggregated Option/SAR Exercises and Option/SAR Values for the Year Ended December 31, 2004 The following table shows for each Named Executive Officer the number of common shares acquired
through stock options during the financial year ended December 31, 2004, the aggregate value
realized upon exercise, and the number of common shares covered by unexercised options under the
Option Plan as at December 31, 2004. Value realized upon exercise is the difference between the
fair market value of the common shares on the exercise date and the exercise price of the option.
The value of unexercised in-the-money options at financial year-end is the difference between the
exercise price of the options and the fair market value of the common shares on December 31, 2004,
which was $40.15 (US$33.41) per share. The Corporation has not granted any SARs under the Option
Plan. 28Sun Life Financial Inc.




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##### 



Management Information Circular Securities
    
    
    
    
    
    
    
    Unexercised options/SARs at
    
    
    
    Value of unexercised in-the-moneyacquired atexercise
    
    
    
    Aggregatevalue realized
    
    
    December 31, 2004
    options/SARs at December 31, 2004Name
    
    
    (#)
    
    
    
    ($)
    
    
    
    Exercisable
    
    
    
    Unexercisable
    
    
    
    Exercisable ($)
    
    
    
    Unexercisable ($)Donald A. Stewart
    
    
    
    
    
    
    
    
    
    
    
    
    
    557,500
    
    
    
    
    572,500
    
    
    
    $
    5,426,000
    
    
    
    $
    5,836,500C. James Prieur
    
    
    
    
    
    
    
    
    
    
    
    
    
    256,000
    
    
    
    
    248,000
    
    
    
    $
    2,541,425
    
    
    
    $
    2,558,175Robert C. Salipante
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,500
    
    
    
    
    153,800
    
    
    US $
    424,402
    
    
    US $
    1,679,820Robert M. Astley
    
    
    
    
    
    
    
    
    
    
    
    
    
    510,940
    
    
    
    
    85,500
    
    
    
    $
    5,884,050
    
    
    
    $
    1,064,475Paul W. Derksen
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,250
    
    
    
    
    133,750
    
    
    
    $
    1,336,950
    
    
    
    $
    1,372,950
 PENSION PLAN TABLES The Named Executive Officers are eligible to participate in the pension plans available in
their country of residence. The following describes the pension arrangements in effect in Canada
and the United States. Retirement Benefits for Named Executive Officers in Canada The Named Executive Officers in Canada participate in the Sun Life Assurance retirement
program. The pension benefit is payable to Canadian Named Executive Officers from a combination of
the Sun Life Assurance Canadian Staff Pension Plan and the Sun Life Assurance Canadian
Non-Registered Pension Plan. The Non-Registered Pension Plan is secured through a Retirement
Compensation Arrangement. Effective January 1, 2005, changes to the program were implemented. Participants with at least 55
years of combined age and service at January 1, 2004 were given the option of continuing to accrue
benefits under the prior pension formula until December 31, 2008. Mr. Stewart elected to
participate in the new program effective January 1, 2005. Messrs. Prieur and Derksen chose to
continue to accrue benefits under the prior formula until December 31, 2008. Prior Pension Formula  Sun Life Assurance The following table illustrates the annual pension calculated at normal retirement (age 65)
according to the prior pension formula for Messrs. Stewart, Prieur and Derksen. Average pensionable
earnings for this purpose are calculated as the highest average of the basic salary and target
annual bonus over the best consecutive 36-month period of the last 120 months. The annual pension
benefit is determined as years of service prior to 2005 (2009 for individuals who chose to remain
covered by the prior formula until that date) multiplied by the sum of 1.3% of average pensionable
earnings up to the average of the last three years maximum pensionable earnings (YMPE) and 1.65%
of average pensionable earnings over the average YMPE, without regard to the maximum pension limit
for registered pension plans imposed by the Income Tax Act (Canada). The years of credited service
are limited to 35. Prior
Pension Formula  Sun Life Assurance  Annual
Pension Payable at Normal RetirementYears of Service Covered by the Prior FormulaAverage Pensionable Earnings
    
    
    15
    
    
    
    20
    
    
    
    25
    
    
    
    30
    
    
    
    35$   200,000
    
    
    
    $47,409
    
    
    
    
    $63,212
    
    
    
    
    $79,015
    
    
    
    
    $94,818
    
    
    
    
    $110,620$   400,000
    
    
    
    $96,909
    
    
    
    
    $129,212
    
    
    
    
    $161,515
    
    
    
    
    $193,818
    
    
    
    
    $226,120$   600,000
    
    
    
    $146,409
    
    
    
    
    $195,212
    
    
    
    
    $244,015
    
    
    
    
    $292,818
    
    
    
    
    $341,620$   800,000
    
    
    
    $195,909
    
    
    
    
    $261,212
    
    
    
    
    $326,515
    
    
    
    
    $391,818
    
    
    
    
    $457,120$1,000,000
    
    
    
    $245,409
    
    
    
    
    $327,212
    
    
    
    
    $409,015
    
    
    
    
    $490,818
    
    
    
    
    $572,620$1,200,000
    
    
    
    $294,909
    
    
    
    
    $393,212
    
    
    
    
    $491,515
    
    
    
    
    $589,818
    
    
    
    
    $688,120$1,400,000
    
    
    
    $344,409
    
    
    
    
    $459,212
    
    
    
    
    $574,015
    
    
    
    
    $688,818
    
    
    
    
    $803,620$1,600,000
    
    
    
    $393,909
    
    
    
    
    $525,212
    
    
    
    
    $656,515
    
    
    
    
    $787,818
    
    
    
    
    $919,120$2,000,000
    
    
    
    $492,909
    
    
    
    
    $657,212
    
    
    
    
    $821,515
    
    
    
    
    $985,818
    
    
    
    
    $1,150,120$2,400,000
    
    
    
    $591,909
    
    
    
    
    $789,212
    
    
    
    
    $986,515
    
    
    
    
    $1,183,818
    
    
    
    
    $1,381,120
 The pension benefit is
payable without reduction if the Named Executive Officer retires on
or after age 60 with at least 90 years of combined age and total service with Sun Life Assurance and its affiliates. If the Named Executive Officer retires prior to age 60 and has at least 90 years of 29Sun Life Financial Inc.




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##### 



Management Information Circular combined age and total service, the pension benefit is reduced by 3% per year that retirement
precedes age 60. Otherwise, the pension benefit is reduced by 5% per year that retirement precedes
age 65. Upon retirement, the normal form of pension benefit is payable for the life of the Named Executive
Officer with a 60% survivor benefit for employees with spouses. Prior Pension Formula  Clarica Mr. Astley is the only Named Executive Officer impacted by the prior Clarica Pension Formula.
He retired effective October 1, 2004 and is entitled to an annual pension of $566,000. The annual
pension benefit is determined as years of service multiplied by the sum of 1% of average
pensionable earnings up to $100,000 and 1.5% of average pensionable earnings over $100,000, without
regard to the maximum pension limit for registered pension plans imposed by the Income Tax Act
(Canada). Average pensionable earnings for this purpose are calculated as the average of the basic
salary and target annual bonus over the final 36 months of employment. The pension benefit may increase in future years, based on an annual indexation formula prescribed
in the plan, which also limits any percentage increase to the percentage change in the Consumer
Price Index. Employees may also contribute to a Defined Contribution plan; Sun Life Assurance
matches the contributions. Mr. Astley received the maximum $3,000 match on his contributions and
this value is reported under All Other Annual Compensation in the Summary Compensation Table on
page 27. Pension Formula Effective January 1, 2005 The following table illustrates the annual pension calculated at normal retirement (age 65)
according to the pension formula effective January 1, 2005. Average pensionable earnings for this
purpose are calculated as the Named Executive Officers best consecutive three-calendar-year
average pensionable earnings over the last 10 years of employment. For this purpose, pensionable
earnings include basic salary plus the lesser of the Named Executive Officers target and actual
annual bonus, with the bonus component limited to 100% of basic salary. The annual pension benefit
at normal retirement is determined as years of service after 2004 (2008 for individuals who chose
to remain covered by the prior formula until December 31, 2008) multiplied by 1.6% of average
pensionable earnings, without regard to the maximum pension limit for registered pension plans
imposed by the Income Tax Act (Canada). New
Pension Formula  Sun Life Assurance  Payable at Normal RetirementYears of Service Covered by the New Pension FormulaAverage Pensionable Earnings
    
    
    15
    
    20
    
    
    25
    
    
    30
    
    
    
    35$200,000
    
    
    
    $48,000
    
    
    
    
    $64,000
    
    
    
    
    $80,000
    
    
    
    
    $96,000
    
    
    
    
    $112,000$400,000
    
    
    
    $96,000
    
    
    
    
    $128,000
    
    
    
    
    $160,000
    
    
    
    
    $192,000
    
    
    
    
    $224,000$600,000
    
    
    
    $144,000
    
    
    
    
    $192,000
    
    
    
    
    $240,000
    
    
    
    
    $288,000
    
    
    
    
    $336,000$800,000
    
    
    
    $192,000
    
    
    
    
    $256,000
    
    
    
    
    $320,000
    
    
    
    
    $384,000
    
    
    
    
    $448,000$1,000,000
    
    
    
    $240,000
    
    
    
    
    $320,000
    
    
    
    
    $400,000
    
    
    
    
    $480,000
    
    
    
    
    $560,000$1,200,000
    
    
    
    $288,000
    
    
    
    
    $384,000
    
    
    
    
    $480,000
    
    
    
    
    $576,000
    
    
    
    
    $672,000$1,400,000
    
    
    
    $336,000
    
    
    
    
    $448,000
    
    
    
    
    $560,000
    
    
    
    
    $672,000
    
    
    
    
    $784,000$1,600,000
    
    
    
    $384,000
    
    
    
    
    $512,000
    
    
    
    
    $640,000
    
    
    
    
    $768,000
    
    
    
    
    $896,000$2,000,000
    
    
    
    $480,000
    
    
    
    
    $640,000
    
    
    
    
    $800,000
    
    
    
    
    $960,000
    
    
    
    
    $1,120,000$2,400,000
    
    
    
    $576,000
    
    
    
    
    $768,000
    
    
    
    
    $960,000
    
    
    
    
    $1,152,000
    
    
    
    
    $1,344,000
 The pension benefit formula is adjusted if the Named Executive Officer leaves employment prior
to age 62. If the Named Executive Officer leaves prior to age 51, the formula is revised to replace
the 1.6% factor with a factor of 1%. If the Named Executive Officer leaves between ages 51 and 62,
the 1% factor is increased by 0.05% for each complete year that retirement follows age 50, to a
maximum factor of 1.6% at ages 62 and later. The pension benefit is payable without reduction if the Named Executive Officer retires at age 62
or later. The pension benefit is reduced actuarially if the Named Executive Officer retires prior
to age 62. Upon retirement, the pension benefit is payable for the life of the Named Executive Officer. 30Sun Life Financial Inc.




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Management Information Circular The total combined annual pension benefit for all service in all Sun Life Assurance sponsored
defined benefit plans cannot exceed 65% of the Named Executive Officers best consecutive
three-calendar-year average pensionable earnings over the last 10 years of employment. The new
program also contains a defined contribution component. A Named Executive Officer may elect to
contribute to this component, in which case Sun Life Assurance matches the Named Executive
Officers contribution. The matching is 100% in years 2004 to 2008 inclusive, and 50% in years 2009
and beyond. The total contribution (Named Executive Officer plus Sun Life Assurance) is limited by
the Income Tax Act (Canada). Any amount of matching contribution that Sun Life Assurance makes for
a Named Executive Officer in a given year is reported under All Other Annual Compensation in the
Summary Compensation Table on page 27. Retirement Benefits for Named Executives in the United States The following table illustrates the total annual pension for employees, including Mr.
Salipante, who are eligible to participate in the U.S. Employees Retirement Income Plan and
accompanying Trust (US Pension Plan). Under the US Pension Plan, income is payable for the life
of the eligible officer. The normal form of pension for single employees is a life annuity. For
married individuals it is an actuarially reduced 50% joint and survivor benefit. Pensionable earnings for this purpose are calculated using the highest average of base earnings and
incentive payment, up to target, earned over the highest consecutive 36-month period in the last
120 months. The pension benefit is determined by years of service (maximum of 30) multiplied by
1.67% of the pensionable earnings, plus 0.5% of pensionable earnings for service in excess of 30
years (to a maximum of 40). In no event can the annual pension benefit exceed US$165,000 at the normal retirement age as
defined by the United States Social Security Office. The maximum pensionable earnings that can be
used to determine this benefit are US$205,000. Benefits attributable to pensionable earnings over
the maximum are accounted for under the United States Excess Plan, an unfunded pension plan with
terms similar to the US Pension Plan. The combined benefits under both the US Pension Plan and the
United States Excess Plan are set out following. Annual
Pension  United States (US$)Years
of ServiceAverage Pensionable Earnings
    
    
    15
    
    
    
    20
    
    
    
    25
    
    
    
    30
    
    
    
    35$   200,000
    
    
    
    $50,000
    
    
    
    
    $66,667
    
    
    
    
    $83,333
    
    
    
    
    $100,000
    
    
    
    
    $105,000$   400,000
    
    
    
    $100,000
    
    
    
    
    $133,333
    
    
    
    
    $166,667
    
    
    
    
    $200,000
    
    
    
    
    $210,000$   600,000
    
    
    
    $150,000
    
    
    
    
    $200,000
    
    
    
    
    $250,000
    
    
    
    
    $300,000
    
    
    
    
    $315,000$   800,000
    
    
    
    $200,000
    
    
    
    
    $266,667
    
    
    
    
    $333,333
    
    
    
    
    $400,000
    
    
    
    
    $420,000$   900,000
    
    
    
    $225,000
    
    
    
    
    $300,000
    
    
    
    
    $375,000
    
    
    
    
    $450,000
    
    
    
    
    $472,500$1,000,000
    
    
    
    $250,000
    
    
    
    
    $333,333
    
    
    
    
    $416,667
    
    
    
    
    $500,000
    
    
    
    
    $525,000$1,200,000
    
    
    
    $300,000
    
    
    
    
    $400,000
    
    
    
    
    $500,000
    
    
    
    
    $600,000
    
    
    
    
    $630,000$1,400,000
    
    
    
    $350,000
    
    
    
    
    $466,667
    
    
    
    
    $583,333
    
    
    
    
    $700,000
    
    
    
    
    $735,000
 Pension Entitlement The following table provides the current and projected years of credited service, and the
estimated annual pension for each Named Executive Officer based on current compensation, assuming
they retired at their normal retirement age of 65. Credited Service
    
    Estimated Annual PensionName
    
    
    at December 31, 2004
    
    
    
    at Normal Retirement
    
    
    
    at Normal Retirement Age3Donald A. Stewart
    
    
    
    35.0
    
    
    
    
    41.9
    
    
    
    
    $1,300,000C. James Prieur
    
    
    
    25.9
    
    
    
    
    37.2
    
    
    
    
    $773,000Robert C. Salipante
    
    
    
    2.0
    
    
    
    
    18.9
    
    
    
    
    US $358,000Robert M. Astley1
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    $566,000Paul W. Derksen
    
    
    
    15.3
    
    
    
    
    31.2
    2
    
    
    
    $487,000
 1.
    
    Mr. Astleys pension commenced at his retirement date of October 1, 2004, after 35.6 years
of employment.2.
    
    Mr. Derksen has an arrangement under which he is accruing two years of credited service for each
year of actual service until he completes 10 years of actual service.3.
    
    The Estimated Annual Pension at Normal Retirement Age assumes that a Named Executive Officer
will receive the annual bonus at target level. Achieving greater than target will not result in a
greater pension, but less than target will result in a lesser pension. 31Sun Life Financial Inc.




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Management Information Circular Fiscal 2004 Pension Liability Information Accrued pension liabilities for the Named Executive Officers and annual service costs are
summarized in the following table. The calculation of these amounts uses actuarial methods and
assumptions that are consistent with those used for calculating pension liabilities and annual
expense as disclosed in the Corporations 2004 consolidated financial statements. As the
assumptions reflect the Corporations best estimate of future events, the values shown in the table
below may not be directly comparable to similar estimates of pension liabilities that may be
disclosed by other companies. Name
    
    
    Annual Service and Compensation Cost for 20041
    
    
    
    Accrued Liability at December 31, 20042Donald A. Stewart
    
    
    
    ($12,000
    )3
    
    
    
    $12,254,000C. James Prieur
    
    
    
    $90,000
    
    
    
    
    $5,395,000Robert C. Salipante
    
    
    
    US $87,000
    
    
    
    
    US $159,000Paul W. Derksen
    
    
    
    $253,000
    
    
    
    
    $2,219,000
  1.
    
    Represents the pension expense related to 2004 service for each of the Named Executive
Officers and the impact of differences between actual compensation increases for 2004 and the
actuarial assumptions used for the year.2.
    
    Accrued liability is the actuarial value of projected obligations for service to December 31,
2004. The values have been determined using the same actuarial assumptions as those used to
determine the year-end pension plan liabilities disclosed in the 2004 Notes to the Corporations
consolidated financial statements. The accrued liability assumes a Named Executive Officer will
achieve target bonus.3.
    
    Due to the 35-year limit on credited service under the prior Sun Life pension formula, Mr.
Stewart accrued 0.63 years of credited service during 2004. The service cost for this accrual was
more than offset by the reduction in accrued liability due to the fact that no salary increase was
granted to him in 2004. Mr. Stewart commenced accruing pension under the new formula January 1,
2005.
 Robert M. Astley retired during 2004. Using the same assumptions as for the other Canadian
Named Executive Officers, the accrued liability for Mr. Astleys pension at December 31, 2004 is
$7,853,000. This liability reflects that he retired on October 1, 2004 and began receiving his
pension of $566,000 per year. Change of Control Arrangements The Corporation and Sun Life Assurance have entered into change of control contracts with the
Named Executive Officers and certain other senior officers. In the event of a change of control
which results in the termination of the employment of the executive, the contracts provide for up
to 24 months, and in the case of the Chief Executive Officer up to 36 months, of base pay and
target incentive compensation from the date of actual termination. Most benefits and perquisites
are continued throughout the severance period and the early retirement reduction factors in the
pension plan may be improved. For these purposes, a change in control is (i) a consolidation or merger of the Corporation or Sun
Life Assurance with a non-affiliate; (ii) a sale of all or substantially all of the assets of the
Corporation or Sun Life Assurance to a non-affiliate; or (iii) the acquisition by a non-affiliate
of more than 20% of the voting shares of the Corporation or Sun Life Assurance. Composition of Management Resources Committee The Committee is composed of six directors, including a Committee Chair, appointed by the Board
of Directors on an annual basis following each annual meeting. No member of the Committee is an
officer or employee of the Corporation or Sun Life Assurance Company of Canada, or any affiliated
company. Each member satisfies the applicable independence and experience requirements of the laws
governing the Corporation, the stock exchanges on which the Corporations securities are listed and
securities regulatory authorities. The Management Resources Committee presents this report on Executive Compensation. The Committee is
satisfied with the appropriateness of its mandate and that it substantially met the terms of its
Charter in 2004. Signed, William R. Fatt (Chairman)
    
    David A. Ganong
    
    Bertin F. NadeauRonald W. Osborne
    
    Madeleine M. Paquin*
    
    W. Vickery Stoughton
 *Appointed May 19 2004. 32Sun Life Financial Inc.




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Management Information Circular SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides information as at December 31, 2004 regarding the common shares
that were issued under the Executive Stock Option Plan, the Clarica Stock Option Plan and the
Directors Stock Option Plan, as well as the number of common shares
remaining available for issuance under the Executive Stock Option Plan and the Clarica Management
Stock Incentive Plan. Security holders approved all of the above plans. The issuance of options
from the Directors Stock Option Plan has been discontinued, therefore, the table does not include
the common shares remaining for issuance under that Plan. The Special 2001 Stock Option Plan was a
plan to award all employees of the Corporation following the demutualization of Sun Life Assurance
and was not required to be approved by security holders. Number of securities remainingavailable for future issuanceNumber of Securities to be issued
    
    
    
    Weighted-average exercise price
    
    
    
    under equity compensation plansupon exercise of outstanding
    
    
    
    of outstanding options, warrants
    
    
    
    (excluding securitiesPlan Category
    
    
    options, warrants and rights (a)
    
    
    
    and rights ($CDN)
    
    
    
    reflected in column (a))Equity compensation plans
approved by security holders
    
    
    12,008,490
    
    
    
    $26.927
    
    
    
    
    29,584,190Equity compensation plans
not approved by security holders
    
    

448,866
    
    
    
    $26.652
    
    
    
    

995,466Total
    
    
    12,457,356
    
    
    
    $26.917
    
    
    
    
    30,579,656
 INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS As at February 28, 2005, the aggregate indebtedness entered into in connection with the
purchase of securities of the Corporation or any of its subsidiaries by all directors, officers,
employees and former directors, officers and employees of the Corporation or any of its
subsidiaries was $13,680,858. Of this aggregate indebtedness, $4,049,401 relates to financing
provided by MFS to eligible MFS employees for purchases of common shares of MFS under the MFS
Equity Purchase and Participation Plan. The balance is related to loans provided by McLean Budden
Limited to eligible officers of that company for purchases of common shares of McLean Budden
Limited. No indebtedness was incurred by directors or officers, former directors or officers or
proposed directors of the Corporation for the purchase of securities of the Corporation or its
subsidiaries. As at February 28, 2005, the aggregate indebtedness entered into for purposes other than in
connection with the purchase of securities by directors, officers, employees and former directors,
officers and employees of the Corporation or any of its subsidiaries was $4,043,125. The majority
of this indebtedness relates to housing loans to relocated employees, secured by their principal
residences. No directors, executive officers or senior officers of the Corporation were indebted to
the Corporation or any of its subsidiaries, other than for routine indebtedness. The Corporation
does not grant personal loans to its directors, executive officers or senior officers, as such
terms are defined under the Sarbanes-Oxley Act of 2002, except in accordance with that Act. INTERESTS OF INSIDERS IN MATERIAL TRANSACTIONS No director, executive officer or senior officer of the Corporation has or has had any material
interest, direct or indirect, in any transaction within the previous three years or any proposed
transaction which has materially affected or will materially affect the Corporation. 33Sun Life Financial Inc.




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Management Information Circular PERFORMANCE GRAPH The following graph compares the total cumulative shareholder return, at December 31, 2004, for
$100 invested in common shares, with the cumulative total return of the TSX 300 Stock Index and the
TSX Financial Services Index since March 22, 2000, the date on which the Corporation first issued
common shares to its shareholders. It is assumed that dividends declared on common shares of the
Corporation were reinvested at the share price on the payment date. (PERFORMANCE GRAPH) NORMAL COURSE ISSUER BID Under a Notice of Intention to Make a Normal Course Issuer Bid (the Issuer Bid) filed with
the TSX on January 6, 2005, the Corporation gave notice of intent to purchase up to 29,580,843
common shares of the Corporation, representing approximately 5% of the common shares issued and
outstanding. Under the Issuer Bid, which covers the period from January 12, 2005 to January 11,
2006, the Corporation has purchased 1,073,400 of its common shares as of February 28, 2005. Under
the Corporations 2004 Issuer Bid that was in effect from January 12, 2004 to January 11, 2005 the
Corporation purchased 10,099,717 of its common shares. A copy of the Issuer Bid may be obtained
free of charge, upon request, from the Corporate Secretary. DIRECTORS AND OFFICERS LIABILITY INSURANCE The Corporation has purchased Directors and Officers liability insurance with an aggregate
limit of $210,000,000 per loss. The Corporation will indemnify directors and officers in accordance
with its specific indemnification agreements and the Act. In the circumstance that the Corporation
is not permitted to grant indemnification, the policy will respond to individual directors and
officers directly and no deductible will be applied. The policy expires on May 15, 2005 and has an
annual premium of $4,676,000. ADDITIONAL INFORMATION The following documents are available, upon request, from the Corporate Secretary: this
Circular; the 2004 Annual Report containing the consolidated financial statements for the year
ended December 31, 2004; any quarterly reports issued after the Annual Report; Managements
Discussion and Analysis of the Corporations condition and results of operations for 2004; and the
Corporations latest Annual Information Form and any document incorporated by reference in the
Annual Information Form. They have all been filed with the Canadian securities regulators and can
be found on the SEDAR website: www.sedar.comand with the United States Securities and
Exchange Commission (website: www.sec.gov). 34Sun Life Financial Inc.




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Management Information Circular CONTACTING THE BOARD OF DIRECTORS Shareholders and other interested parties may communicate directly with the Board of Directors
by e-mail at boarddirectors@sunlife.comor by writing to: Board of Directors
Sun Life Financial Inc.
150 King Street West
Toronto, Ontario, Canada M5H 1J9 DIRECTORS APPROVAL The contents and the sending of this Circular to shareholders, directors and the auditors of
the Corporation have been approved by the Board of Directors of the Corporation. Joan M. Wilson
Vice-President and Corporate Secretary
March 21, 2005 35Sun Life Financial Inc.




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Management Information Circular SCHEDULE A CHARTER OF THE BOARD OF DIRECTORS This Charter sets out:  1.

The roles and responsibilities of the Board of Directors.2.

The principal accountabilities that each Director must consider in order to evaluate whether
his or her participation on the Board of Directors and Committees of the Board is at the level
needed to enable the Director to fulfil his or her duties and responsibilities, plus criteria
for selection of new Directors.3.

The corporate governance practices and policies that apply to the Board of Directors. 1. ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS Mission To be a strategic asset of the organization measured by the effective execution of the Board of
Directors overall stewardship role and the contribution the Directors make  individually and
collectively  to the long-term success of the enterprise. Responsibilities of the Board of Directors The Board of Directors is responsible for supervising the management of the business and affairs of
the Corporation. In discharging this duty, the Board has the following overall stewardship
responsibilities and has clearly outlined matters that require Board approval and those that have
been delegated to management. Board of Directors  

Planning Board size and composition, establishing Committees of the Board, determining
Director compensation, evaluating and selecting candidates for election at each annual
meeting.

Maintaining a formal orientation and education program for new Directors, and ongoing
programs for all Directors.

Establishing corporate governance practices and policies that apply to the Board of
Directors.

Assessing its own effectiveness, the effectiveness of the Committees of the Board, the
effectiveness of the Non-Executive Chairman of the Board and the effectiveness of individual
Directors on an annual basis. Senior Management  

Selecting, evaluating and, if necessary, replacing the Chief Executive Officer and other
members of senior management.

Sustaining a culture of integrity throughout the organization.

Delegating to management powers to manage the Corporation.

Overseeing succession planning for senior management positions.

Approving the compensation of senior management.

Advising and counselling the Chief Executive Officer. Strategy  

Approving the Corporations vision and mission statements.

Reviewing the effectiveness of the strategic planning process, approving business objectives
and strategic plans on an annual basis.

Monitoring corporate performance against these statements, objectives and plans on an ongoing
basis. 36Sun Life Financial Inc.




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Management Information Circular Risk Management, Capital Management and Internal Control  

Approving and reviewing compliance with policies and procedures for the management and
control of risk, including capital management, and the internal control and management
information systems that provide reasonable assurance as to the reliability of the
Corporations financial information and the safeguarding of its assets.

Reviewing compliance with legislative and regulatory requirements.

Complying with and reviewing employee compliance with the Sun Life Financial Code of Business
Conduct and promptly disclosing any waivers of the Sun Life Financial Code of Business Conduct
for Directors or Senior Management. Material Transactions  

Reviewing and approving material investments and transactions. Financial Reporting  

Reviewing and approving the annual financial statements.

Reviewing and approving the quarterly financial statements. Communication  

Reporting the financial results to shareholders and other stakeholders.

Approving policies with regard to confidentiality of information and securities trading by
employees, corporate communications and public disclosure.

Enabling shareholders to provide feedback to the independent Directors. Other  

Engaging any special advisors it deems necessary to provide independent advice, at the
expense of the Corporation.

Performing such other functions as prescribed by law or as assigned to the Board in the
Corporations governing documents. Committees of the Board The Board of Directors delegates certain responsibilities to standing Committees of the Board to
allow an in-depth review of issues. The Chair of each Committee of the Board reports to the full
Board on the Committees deliberations following each meeting and makes recommendations on behalf
of the Committee on matters requiring full Board approval. Each Committee of the Board has a
written Charter that is reviewed regularly. The standing Committees of the Board are Audit and
Conduct Review Committee, Governance Committee, Management Resources Committee and Risk Review
Committee. 2. DIRECTOR ATTRIBUTES The Board of Directors has the duty, under the Insurance Companies Act (Canada), to supervise the
management of the business and affairs of the Corporation. In doing so, each Director must act
honestly and in good faith with a view to the best interests of the Corporation (fiduciary duty)
and must exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances (duty of care). The following are the principal accountabilities that each
Director must consider in order to evaluate whether his or her participation on the Board of
Directors and Committees of the Board is at the level needed to enable the Director to fulfil his
or her duties and responsibilities, and thereby to assist the Board as a whole to fulfil its duties
and responsibilities:  

Assumes, with the other Directors, the stewardship role of managing or supervising the
management of the business and affairs of the Corporation as required by the Act.

Understands the Sun Life Financial vision and objectives.

Becomes knowledgeable of Sun Life Financials businesses and the financial services sectors
in which it operates within a reasonable time of joining the Board.

Understands current corporate governance practices, the role of the Board of Directors as
articulated in the Charter of the Board of Directors, and the mandate of each Committee of the
Board on which he or she serves as articulated in the Committee Charter. 37Sun Life Financial Inc.




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Management Information Circular  

Prepares thoroughly for each Board and Committee meeting by reviewing the materials sent to
Directors in advance and requesting, as appropriate, clarification or additional information
to enable the Director to participate fully in Board deliberations, probe and, as appropriate,
challenge management, and make informed business judgements.

Strives to attend all meetings, and actively participates in Board deliberations and
decisions. Informs himself or herself of significant matters dealt with at meetings not
attended.

Prevents his or her own interests from conflicting with, or appearing to conflict with, the
interests of the Corporation, and discloses details of any such conflicting interests.

Scrupulously maintains the confidentiality of corporate information and Board deliberations.

Votes on all matters requiring a decision of the Board or its Committees except where there
exists a conflict of interest.

Acts in the highest ethical manner and with integrity in all personal, business and
professional dealings and confirms compliance with the Sun Life Financial Code of Business
Conduct on an annual basis.

Acts independently of management (for Directors who are not members of management). Criteria for New Directors The Board of Directors is of the view that the following are some of the most important individual
characteristics to be taken into account in the selection of a Director for the Corporation:  

Proven record of making good business decisions.

A clear understanding of current corporate governance practices.

A favourable reputation in the business community.

A knowledge of local, national and international business issues.

A reasonable knowledge of financial matters.

Availability to regularly attend Board meetings.

Able to act independently of management (for Directors who are not members of management). In addition to these personal characteristics, certain regulatory requirements are relevant to
Director selection such as residency and affiliation requirements that apply to the Board and
financial literacy requirements that apply to the Audit and Conduct Review Committee. The Board
will also seek to have among its membership one or more Directors resident in the major
jurisdictions in which the Corporation carries on business. 3. CORPORATE GOVERNANCE POLICIES AND PRACTICES Board Composition, Independence, Number of Directors and Term of Office On an annual basis the Board of Directors affirms that a majority of the Directors satisfy the
applicable independence and experience requirements of the laws governing the Corporation, the
stock exchanges on which the Corporations securities are listed and securities regulatory
authorities. A Director is independent if he or she has no direct or indirect material relationship with the
Corporation. A material relationship is one that could, in the judgment of the Board, be reasonably
expected to interfere with the exercise of independent judgment, or one which has been identified
as a material relationship under applicable Canadian or U.S. securities rules. The by-laws allow for the Board to have a minimum of eight and a maximum of 20 Directors. The Board
has not established a specific number of years a Director may serve on the Board, however, under
the by-laws of the Corporation, each Director will be elected for a term of one year. Directors may
stand for re-election at the end of each term. The Governance Committee, in consultation with the
Non-Executive Chairman of the Board, will review each Directors nomination for election on an
annual basis. The retirement date for Directors is the date of the annual meeting following the Directors 70th
birthday. The non-management Directors may, if they unanimously determine that is in the best
interest of the Corporation to do so, waive this requirement for a Director and nominate the 38Sun Life Financial Inc.




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Management Information Circular Director for election for one additional term. The waiver may be renewed for a second
additional term but not for any further period. A Director who is a member of management must
resign when he or she leaves active employment. Non-Executive Chairman of the Board The independent Directors will select from among their number a Director who will assume
responsibility for providing leadership to enhance the effectiveness and independence of the Board.
The Non-Executive Chairman of the Board also manages the affairs of the Board so as to assist the
Directors in carrying out their responsibilities and enhance the effectiveness and cohesion of the
Board as a whole. In conjunction with the Chief Executive Officer, the Non-Executive Chairman of
the Board sets the Board agenda, chairs the Board meetings and private sessions for the independent
Directors. The Non-Executive Chairman of the Board is a regular attendee at Board Committee
meetings. The duties of the Non-Executive Chairman of the Board are outlined in the position
description for that role. Those duties include engaging, at the expense of the Corporation,
outside advisors for the non-management Directors, the Board or Board Committees, as required. Meetings of the Board of Directors A schedule of regular Board and Board Committee meetings is circulated to the Directors and agreed
upon by the Governance Committee prior to the commencement of a calendar year. Confirmation of the
date, time and place of regular meetings is sent to the Directors approximately three weeks in
advance of regularly scheduled meetings. Either the Non-Executive Chairman of the Board or any three Directors may call special meetings of
the Board of Directors an any time with 24 hours notice. A quorum at any meeting of the Board shall
be five Directors and meetings must be constituted so that resident Canadian requirements of the
Insurance Companies Act (Canada) are met. At each regularly scheduled meeting of the Board, the
independent Directors will meet privately. On an annual basis, the Board will meet privately with
the Appointed Actuary, without management present. Attendance at Board and Committee Meetings Each Director is expected to attend all meetings of the Board, as well as all meetings of the Board
Committees of which the Director is a member. The Board recognizes that additional meetings may
need to be scheduled on short notice when participation by all Directors may not be possible. In
addition, Directors may not be able to attend meetings from time to time for medical reasons or due
to other circumstances. The Governance Committee reviews the attendance of Directors each year. Any
Director who does not, in two consecutive years, attend at least 75% of the regularly scheduled
meetings of the Board and the Board Committees to which he or she is assigned, must tender a
written offer to resign to the Chairman of the Governance Committee for acceptance or rejection by
the Board. Preparation for Board and Committee Meetings Each Director is expected to prepare for each meeting of the Board, as well as each meeting of the
Board Committees of which the Director is a member, by thoroughly reviewing the materials which are
generally made available the week before each meeting. Access to Management Each Director shall have access to management, as necessary, to carry out his or her
responsibilities. Change of Occupation Directors whose principal employment changes materially from that which they held when elected to
the Board (including retirement from their principal employment) must tender a written offer to
resign to the Chairman of the Governance Committee for acceptance or rejection by the Board. The
Board is not of the view that Directors in such circumstances must always leave the Board, however,
an opportunity should be given to the Board to review the continued appropriateness of Board
membership under the revised circumstances. Conflict of Interest A Directors business or personal relationships may occasionally give rise to a material personal
interest in a business matter or relationship of the Corporation that conflicts, or appears to
conflict, with the interests of the Corporation. In such circumstances, the issue should be raised
with the Non-Executive Chairman of the Board. Appropriate steps will then be taken to determine
whether an actual or apparent conflict exists, and in accordance with statutory requirements,
determine whether it is necessary for the Director to be excused from discussions on the issue. 39Sun Life Financial Inc.




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Management Information Circular In addition, each Director must ensure that he or she is free from any interest and any
business or other relationship, which could, or could reasonably be perceived to materially
interfere with the Directors ability to act with a view to the best interests of the Corporation,
other than interests and relationships arising from holding shares of the Corporation. Directors
who are also members of
management of the Corporation are recognized by statute as being affiliated Directors. Directors Remuneration and Share Ownership The remuneration of Directors is reviewed on an annual basis to ensure that Directors are
adequately and competitively compensated. It is the policy of the Board that each Director of the Corporation will own or have invested an
amount equivalent to a value of not less than $300,000 in common shares or deferred share units of
Sun Life Financial Inc. within five years of the adoption of this revised policy in December 2004
or within five years of the Directors appointment to the Board, whichever is later. Orientation of New Directors The Corporation has orientation and education arrangements for new members of the Board. This
orientation begins with a strategic overview session with the Chief Executive Officer or President
and Chief Operating Officer, followed by meetings or briefing sessions with selected company
executives, which will include a review of the financial statements of the Corporation. A new
Director will be provided with a range of written materials including those which outline the
organization of the Board and its Committees, the powers and duties of Directors, the required
standards of performance for Directors, the Sun Life Financial Code of Business Conduct, and this
Charter. Management will arrange site visits as well as private meetings with members of management, as
requested by the Director. Continuing Education for Directors The Corporation provides ongoing business and Director education sessions for members of the Board.
Individual Directors may participate in outside professional development programs approved by the
Non-Executive Chairman of the Board, at the expense of the Corporation. Protection of Directors To protect Directors who have discharged their duties within the law, a by-law of the Corporation
requires Directors to be indemnified by the Corporation, subject to any statutory limitations. The
Corporation also provides each Director with a personal Indemnification Agreement, which provides
certain additional commitments to Directors, subject to statutory limitations. In addition, the
Corporation maintains Directors & Officers indemnity insurance on behalf of all Directors. Shareholders Communication with the Independent Directors Shareholders may provide direct feedback to the independent Directors in writing, by mail, fax or
email. Details on how shareholders can provide feedback are posted on the Corporations website:
www.sunlife.com. The Corporate Secretary facilitates this process by monitoring these
communications on behalf of the independent Directors. Interaction with the Media The Board believes that it is the responsibility of management, rather than members of the Board,
to speak on behalf of the Corporation. From time to time, Directors may be requested by the media,
or by institutional investors, shareholders, customers or policyholders, to discuss certain issues
on behalf of the Corporation. Any Director to whom such a request is made should review the request
with the Chief Executive Officer before responding. 40Sun Life Financial Inc.




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Management Information Circular SCHEDULE B Sun Life Financial Inc.s Alignment with The Toronto Stock Exchange (TSX) Guidelines for Improved Corporate Governance The Board of Directors has determined that Sun Life Financials governance procedures align with
all the TSXs Guidelines for
Improved Corporate Governance. Guideline 1: The board shall explicitly assume responsibility for the stewardship of the corporation and specifically for: Comments: The Board of Directors is responsible for supervising the management of the business and affairs of
the Corporation. In discharging this duty, the board has clearly outlined its overall stewardship
responsibilities, the matters that require board approval and those that have been delegated to
management. The Charter of the Board of Directors sets out the roles and responsibilities of the board, the
principal accountabilities of each individual director and the corporate governance practices that
apply to the Board of Directors and can be found as Schedule A to this Circular. The Corporations approach to business conduct is based on ethical behaviour, adhering to high
business standards, integrity and respect. The board has adopted the Sun Life Financial Code of
Business Conduct. The Charters of the Board of Directors and Board Committees and the Sun Life Financial Code of
Business Conduct are posted on the Sun Life Financial website: www.sunlife.comand are
available from the Corporate Secretary upon request. Guideline 1 a: Adoption of a strategic planning process; Comments: The board sets the strategic direction for the Corporation and annually approves the related
financial and operating plan. The board approves the vision and mission statement and regularly
reviews the effectiveness of the strategic planning process. An annual off-site strategy meeting is held to allow for an in-depth consideration of strategic
options. The execution of the Corporations strategy by management is monitored at every regular
meeting of the board. Management must seek board approval of transactions that will have
significant strategic impact. Guideline 1 b: Identification of the principal risks of the corporations business and implementation of appropriate systems to manage these risks; Comments: The board, through its Risk Review Committee, ensures a process is in place to identify and manage
major market, credit, insurance and operational risks across the enterprise. The Risk Review
Committee also reviews compliance with risk management policies and reports related to compliance
with legal and regulatory matters, including the Sun Life Financial Code of Business Conduct. Guideline 1 c: Succession planning, including appointing, training and monitoring senior management; Comments: The board, through its Management Resources Committee, develops succession plans for the position
of Chief Executive Officer and establishes and oversees processes for evaluating the performance of
the Chief Executive Officer. The committee reviews the succession plans for senior management and
the Chief Executive Officers assessment of their performance. On an annual basis, the unrelated directors review succession plans and participate in the
evaluation of the Chief Executive Officer. The board approves the appointment of individuals at the
level of Chief Operating Officer, Corporate Executive Vice-Presidents and Business Group
Presidents. 41Sun Life Financial Inc.




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Management Information Circular Guideline 1 d: Communications policy for the corporation; Comments: The board approves annual and quarterly financial results reported to shareholders and other
stakeholders and approves policies with regard to the timely disclosure of material information,
confidentiality of information and securities trading by employees, corporate communications,
interaction with analysts and public disclosure. Sun Life Financial communicates with its shareholders and stakeholders through a number of channels
including its annual and quarterly reports, news releases, website, and quarterly investor calls
and industry conferences. Investor Relations responds to institutional shareholders inquiries.
Shareholder Services responds to inquiries from retail shareholders. Guideline 1 e: Integrity of the corporations internal control and management information systems. Comments: The board, through its Audit and Conduct Review Committee, reviews, approves and monitors the
internal control and management information systems that provide reasonable assurance as to the
reliability of the Corporations financial information and the safeguarding of its assets. On a
quarterly basis, the Chief Internal Auditor reviews the adequacy and effectiveness of the internal
control environment with the committee. Guideline 2: A majority of directors should be unrelated. Comments: Two of the directors are related management directors: Donald A. Stewart and C. James Prieur.
Eleven of the 13 directors who are nominated for election at the May 11, 2005 annual meeting are
unrelated. Guideline 3: The board has responsibility for applying the definition of unrelated director to each individual director and for disclosing annually the analysis of the application of the principles supporting this definition and whether the board has a majority of unrelated directors. Comments: Based on information provided by the directors as to their individual circumstances, the board has
determined that after the May 11, 2005 annual meeting 11 of the 13 directors will be unrelated. Guideline 4: The board should appoint a committee of directors composed exclusively of outside directors, a majority of whom are unrelated directors, with responsibility for proposing new nominees to the board and for assessing directors on an ongoing basis. Comments: All members of the Governance Committee are unrelated directors. The Governance Committee
identifies individuals with the competencies, skills and qualities determined by the board to be
required or best suited to complement the current board composition, and recommends those
individuals to the board as nominees for election as directors at each annual meeting. The Charter of the Board of Directors outlines expected director attributes and criteria for new
directors. Guideline 5: The board should implement a process, to be carried out by an appropriate committee, for assessing the effectiveness of the board, its committees and the contribution of individual directors. Comments: On an annual basis, the Chairman of the Board, in consultation with the Governance Committee, leads
a process to review the effectiveness of the board and each board committee. Responses to a written
questionnaire are compiled, the Chairman of the Board reviews all responses and 42Sun Life Financial Inc.




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Management Information Circular all directors receive a summary of the results. Recommendations that the independent directors
agree will enhance effectiveness are adopted. Process improvements are regularly suggested by board
members, discussed at private sessions of the independent directors and implemented. In addition,
each committee of the board reviews its own performance and reports to the board on those
deliberations and effectiveness enhancements. The Chairman of the Board, in consultation with the Governance Committee oversees an annual peer
evaluation process to provide feedback to individual independent directors, including the Chairman
of the Board. This process has been developed in consultation with an outside consultant who has
assisted the Chairman of the Board and the Governance Committee to implement and enhance this
process over several years. The outside consultant compiles the feedback received and shares
consolidated results with each independent director and the Chairman of the Board. The Chairman of
the Board meets individually with each independent director to discuss the results of the peer
evaluation. Guideline 6: Each corporation should provide an orientation and education program for new directors. Comments: The Governance Committee reviews the orientation program for new directors, directors who join
committees and the ongoing business seminar program for all board members. The orientation program
has several components. Sessions on the Corporations strategy, business operations and financial
reporting as well as visits to operational sites are held with corporate and operating management.
The Chairman of the Board meets with new directors to discuss the role of the board and board
committees. When a new or current director joins a new committee, a meeting is scheduled with the
Committee Chair and members of management who provide reports to that committee to provide an
overview of that committees work. The Corporation regularly updates a Directors Manual for new and existing board members which
includes information about the Corporation, the board, its committees and board administration. Business unit presentations and education seminars for directors are held at least quarterly.
Individual directors may participate in outside professional development programs approved by the
Chairman of the Board, at the expense of the Corporation. Guideline 7: The board should examine its size and undertake, where appropriate, a program to establish a board size which facilitates effective decision-making. Comments: The By-Laws of the Corporation allow for a board of between eight and 20 members. Following the
2005 annual meeting, the number of board members will be reduced from 15 to 13. The Governance
Committee is responsible for recommending to the board the appropriate board size. Breadth and
diversity of experience to facilitate effective decision-making plus the staffing of board
committees are factors taken into account in determining board size. Guideline 8: The board of directors should review the adequacy and form of compensation of directors in light of the risks and responsibilities involved in being an effective director. Comments: On an annual basis, the Governance Committee reviews and makes recommendations to the board on the
adequacy in terms of responsibility, risk involved and time commitment to be an effective director
and competitiveness relative to other Canadian financial institutions and large public companies of
the compensation paid to the unrelated directors and the Chairman of the Board. The Committee also
reviews the form of payment and director share ownership as compared to the required ownership of
an amount equivalent to a value of not less than $300,000 in common shares and/or DSUs. Effective
January 1, 2005, all directors receive at least $45,000 of their annual remuneration in the form of
DSUs. Further information on directors compensation is found on pages nine to 12 of this Circular. 43Sun Life Financial Inc.      Management Information Circular Guideline 9: Subject to Guideline 13, committees of the board should generally be composed of outside directors, a majority of whom are unrelated. Comments: All members of all committees of the board are unrelated directors. Reports of the board committees
and the names of the Chairs and members can be found starting on pages 14 of this Circular. Guideline 10: The board should assume responsibility for, or assign to a committee of directors, responsibility for developing the approach to corporate governance issues. Comments: The Governance Committee monitors, on a continuing basis, current corporate governance developments
and the effectiveness of the corporate governance processes within Sun Life Financial. The
Governance Committee recently completed a review of the Charters of the Board and Board Committees
to ensure they meet applicable regulatory standards and are consistent with current corporate
governance standards and recommended approval of the Charters to the board. The Committee also
reviews amendments to the Sun Life Financial Code of Business Conduct and annual meeting related
corporate governance disclosure including this Circular and reports on these reviews to the board. Guideline 11: The board of directors, together with the CEO, should develop position descriptions for the board and for the CEO, involving the definition of the limits to managements responsibilities. In addition the board should approve or develop the corporate objectives, which the CEO is responsible for meeting, and assess the CEO against those objectives. Comments: Charters have been developed for the board and board committees. Position descriptions are in place
for the Chief Executive Officer and the Chairman of the Board. The board has clearly defined the
limits of managements authority with respect to entering into material transactions and
investments. Annually, the board approves the corporate objectives that the Chief Executive Officer is
responsible for meeting and the unrelated directors assess the Chief Executive Officers
performance against the previous years objectives. Guideline 12: The board should implement structures and procedures which ensure that it can function independently of management. An appropriate structure would be to (i) appoint a chair of
the board who is not a member of management with responsibility to ensure that the board discharges
its responsibilities or (ii) assign this responsibility to an outside director, sometimes, referred
to as the lead director. The chair or lead director should ensure that the board carries out its responsibilities
effectively, which may involve the board meeting on a regular basis without management present and
assigning responsibility for administering the boards relations to management to a committee of
the board. Comments: The board appointed a Non-Executive Chairman of the Board for the first time following the 2003
annual meeting. The Chairman of the Board is responsible for providing leadership to enhance the
effectiveness and independence of the board. At every regularly scheduled board meeting, the
unrelated directors meet privately. All aspects of the boards stewardship responsibilities are
discussed at these sessions. Guideline 13: The audit committee should be composed only of unrelated directors. All members of
the audit committee should be financially literate and at least one member should have accounting
or related financial expertise. Each board shall determine the definition of and criteria for
financial literacy and accounting or related financial expertise. The board should adopt a charter for the audit committee, which sets out the roles and
responsibilities of the audit committee, which should be specifically defined so as to provide
appropriate guidance to audit committee members as to their duties. 44Sun Life Financial Inc.




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Management Information Circular The audit committee should have direct communication channels with the internal and the
external auditors to discuss and review specific issues as appropriate. The audit committee duties should include oversight responsibility for management reporting on
internal control. While it is managements responsibility to design and implement an effective
system of internal control, it is the responsibility of the audit committee to ensure that
management has done so. Comments: All members of the Audit and Conduct Review Committee are unrelated and financially literate. The
board has designated an audit committee financial expert as defined by the SEC rules. The Charter of the Audit and Conduct Review Committee was recently reviewed and updated by the
Committee and the Governance Committee and approved by the board. The Audit and Conduct Review
Committee oversees the integrity of financial statements and information provided to shareholders,
compliance with financial regulatory requirements, the adequacy and effectiveness of the internal
control environment and the qualifications, independence and performance of the External Auditor.
The Report of the Audit and Conduct Review Committee is found on pages 15 and 16 of this Circular. The Committee meets regularly with the External Auditor without management present, and with the
Chief Internal Auditor without either the External Auditor or management present. Guideline 14: The board should implement a system to enable an individual director to engage an
outside advisor at the corporations expense in appropriate circumstances. The engagement of the
outside advisor should be subject to the approval of an appropriate committee of the board. Comments: The board and board committees may engage advisors at the expense of the Corporation with the
approval of the Chairman of the Board. SCHEDULE C Sun Life Financial Inc.s Alignment with The New York Stock Exchange (NYSE) Corporate Governance Rules The following is a summary of the NYSEs Corporate Governance Rules, in each case followed by a
comparison with Sun Life Financials governance procedures. Rule 1  Listed companies must have a majority of independent directors. Comments: The Charter of the Board of Directors states that a majority of directors must be independent. Rule 2  No director qualifies as independent unless the board of directors affirmatively
determines that the director has no material relationship with the listed company. Companies must
identify which directors are independent and disclose the basis for that determination. Comments: The Board of Directors has adopted standards to assist it in determining the independence of the
directors (the Independence Standard), which is included in the Charter of the Board of Directors
under the heading Board Composition, Independence, Number of Directors and Term of Office. The
Governance Committee and the board have reviewed information provided by the directors as to their
individual circumstances and have determined that 11 of the 13 directors who are nominated for
election at the May 11, 2005 annual meeting are independent, based on the Corporations
Independence Standard. The two directors who are standing for election who are not independent are
senior executives of the Corporation: Donald A. Stewart and C. James Prieur. The table in the
Election of Directors section of this Circular starting on page five identifies the independence
status of each director. 45Sun Life Financial Inc.




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Management Information Circular Rule 3  To empower non-management directors to serve as a more effective check on management,
the non-management directors of each listed company must meet at regularly scheduled executive
sessions without management. Comments: An executive session of the non-management directors is held after each regularly scheduled meeting
of the Board of Directors, without management. The Chairman of the Board presides at each of these
meetings. Rule 4  Listed companies must have a nominating/corporate governance committee composed entirely
of independent directors. The nominating/corporate governance committee must have a written charter
that addresses the committees purpose and responsibilities and an annual performance evaluation of
the committee. Comments: The nominating/corporate governance committee of the board is known as the Governance Committee.
All members of the Governance Committee are independent directors. The Governance Committee has a
written charter that addresses the Committees purpose and responsibilities and complies with the
minimum requirements of NYSE Rule 4 other than the oversight of the evaluation of management, which
is a duty of the Management Resources Committee. The Charter is posted on the Sun Life Financial
website: www.sunlife.com. As part of the boards annual effectiveness review, the Committee
undertakes an annual performance evaluation. Rule 5  Listed companies must have a compensation committee composed entirely of independent
directors. The compensation committee must have a written charter that addresses the committees purpose and
responsibilities, which, at minimum, must be to have direct responsibility  (A)
to review and approve corporate goals and objectives relevant to CEO compensation, evaluate
the CEOs performance in light of those goals and objectives, and, either as a committee or
together with the other independent directors (as directed by the board), determine and approve
the CEOs compensation level based on this evaluation; and(B)
make recommendations to the board with respect to non-CEO executive officer compensation and
incentive compensation plans and equity-based plans that are subject to board approval; and(C)
produce a compensation committee report on executive officer compensation as required by the
SEC to be included in the listed companys annual proxy statement or annual report on Form 10-K
filed with the SEC. Comments: The compensation committee of the board is known as the Management Resources Committee. All members
of the Management Resources Committee are independent directors. The Management Resources Committee
has a written charter that addresses the Committees purpose and responsibilities and complies with
the minimum requirements of the NYSE Rule other than the following: the Committee makes
recommendations on the Chief Executive Officers compensation and performance to the independent
directors for approval. The Charter is posted on the Sun Life Financial website:
www.sunlife.com. As part of the boards annual effectiveness review, the Committee
undertakes an annual performance evaluation. Rule 6  Listed companies must have an audit committee that satisfies the requirements of Rule
10A-3 under the Exchange Act. Comments: The Governance Committee and the board have reviewed information provided by the directors as to
their individual circumstances. Based on that information, the board has determined that all six
members of the Audit and Conduct Review Committee satisfy the SEC rules for audit committee
independence. 46Sun Life Financial Inc.




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Management Information Circular The Audit and Conduct Review Committee is responsible for the compensation and oversight of the
External Auditor. As required under Canadian law, the External Auditor is appointed annually by the
shareholders rather than by the Committee. The Committee reviews the performance of the External
Auditor and makes a recommendation to the board which in turn recommends a registered public
accounting firms appointment to the shareholders. Rule 7  The audit committee must have a minimum of three members. Comments: The Corporation complies with the requirements of the NYSE as to the role and composition of audit
committees. The Audit and Conduct Review Committee has six members. The Board of Directors has
determined that each member of its Audit and Conduct Review Committee is independent, based on the
standards for independence established by the Board of Directors, and is financially literate. In
the Board of Directors judgement, a member of the Audit and Conduct Review Committee is
financially literate if, after seeking and receiving any explanations or information from senior
financial management of the Corporation or the External Auditors of the Corporation that the member
requires, the member is able to read and understand the Corporations consolidated financial
statements to the extent sufficient to be able to intelligently ask, and to evaluate the answers
to, probing questions about the material aspects of those financial statements. The board has also
determined that the Chair of the Committee, Mr. Osborne, is an audit committee financial expert
as defined by SEC rules and therefore has the accounting or related financial management experience
required by NYSE Rule 7. The SEC has indicated that the designation of Mr. Osborne as an audit
committee financial expert does not make Mr. Osborne an expert for any purpose, or impose any
duties, obligations or liability on Mr. Osborne that are greater than those imposed on members of
the audit committee and Board of Directors who do not carry this designation or affect the duties,
obligations or liabilities of any other member of the audit committee or Board of Directors. Mr.
Osborne is a member of the audit committee of five publicly traded companies, including the
Corporation, and the Board of Directors has determined such simultaneous service would not impair
his ability to effectively service on the Corporations Audit and Conduct Review Committee. Rule 7 b  In addition to any requirement of Rule 10A-3(b)(1), all audit committee members must
satisfy the requirements for independence set out in Section 303A.02. Comments: The Governance Committee and the board have reviewed information provided by the directors as to
their individual circumstances. Based on that information, the Board has determined that all six members of the Audit and Conduct
Review Committee satisfy the SEC rules for audit committee independence. Rule 7 c  The
audit committee must have a written charter that addresses the
committees purpose 
which, at a minimum, must be to:  (i)

assist board oversight of (1) the integrity of the listed companys financial statements, (2)
the listed companys compliance with legal and regulatory requirements, (3) the independent
auditors qualifications and independence, and (4) the performance of the companys internal
audit function and independent auditors; and prepare an audit committee report as required by the
SEC to be included in the listed companys annual proxy statement.(ii)

an annual performance evaluation of the audit committee.(iii)

the duties and responsibilities of the audit committee  which, at a minimum, must include
those set out in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act, as well as to  (A)

at least annually, obtain and review a report by the independent auditor describing: the
firms internal quality control procedures; any material issues raised by the most recent
internal quality control review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm, and any steps taken to
deal with any such issues; and (to assess the auditors independence) all relationships
between the independent auditor and the listed company;(B)

meet to review and discuss the listed companys annual audited financial statements and
quarterly financial statements with management and the independent auditor, including
reviewing the companys specific disclosure under Managements Discussion and Analysis of
Financial Condition and Results of Operations; 47Sun Life Financial Inc.




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Management Information Circular  (C)

discuss the listed companys earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating agencies;(D)

discuss policies with respect to risk assessment and risk management;(E)

meet separately, periodically, with management, with internal auditors (or other
personnel responsible for the internal audit function) and with independent auditors;(F)

review with the independent auditor any audit problems or difficulties and
managements response;(G)

set clear hiring policies for employees or former
employees of the independent auditors; and(H)

report regularly to the board of directors. Comments: The Audit and Conduct Review Committee has a written charter that addresses the Committees purpose
and responsibilities and complies with the minimum requirements of the Rule other than the
following. Duties related to oversight of the Companys compliance with legal and regulatory
requirements and policies with respect to risk assessment and risk management have been delegated
by the board to the Risk Review Committee, a committee composed entirely of independent directors.
The Audit and Conduct Review Committee reviews earnings press releases and reviews the type of
financial information provided to analysts and rating agencies. The Audit and Conduct Review Committees Charter is attached to the Annual Information Form filed
with the Canadian securities regulators and posted on the Sun Life Financial website:
www.sunlife.comand with the United States Securities and Exchange Commission (website:
www.sec.gov). As part of the boards annual effectiveness review, the Committee undertakes
an annual performance evaluation. Rule 7 d  Each listed company must have an internal audit function. Comments: Sun Life Financial has an internal audit function. Rule 8  Shareholders must be given the opportunity to vote on equity compensation plans and
material revisions thereto, except for employment inducement awards, certain grants, plans and
amendments in the context of mergers and acquisitions, and certain specific types of plans. Comments: The Corporation complies with TSX rules that require shareholder approval of new share issues. Rule 9  Listed companies must adopt and disclose corporate governance guidelines. Comments: The Corporation has adopted corporate governance guidelines. The subjects outlined in the Rule to
be addressed in the corporate governance guidelines are included in the Charter of the Board of
Directors. The Corporations alignment to proposed CSA guidelines can be found in the Report on
Corporate Governance section of this Circular starting on page 12. Under TSX rules, the Corporation
is required to disclose information relating to its governance procedures which is set out in
Schedule B of this Circular. The Charter of the Board of Directors is set out in Schedule A (page
39) of this Circular. The Charters of the Board of Directors and Board Committees are posted on the
Corporations website: www.sunlife.com. 48Sun Life Financial Inc.




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Management Information Circular Rule 10  Listed companies must adopt and disclose a code of business conduct and ethics for
directors, officers and employees, and promptly disclose any waivers of the code for directors or
executive officers. Comments: The Sun Life Financial Code of Business Conduct applies to directors, officers and employees. It is
posted on the Corporations website: www.sunlife.com. No waivers of the Code for directors
or executive officers have been granted. Rule 11  Listed foreign private issuers must disclose any significant ways in which their
corporate governance practices differ from those followed by domestic companies under NYSE listing
standards. Comments: The Corporation is a foreign private issuer. The Corporation does not believe that its corporate
governance practices substantially differ from those followed by domestic companies under the NYSE
listing standards. Rule 12  Each listed company CEO must certify to the NYSE each year that he or she is not aware of
any violation by the company of NYSE corporate governance listing standards, qualifying the
certification to the extent necessary. Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the
listed company becomes aware of any material non-compliance with any applicable provisions of this
Section 303A. Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition,
each listed company
must submit an interim Written Affirmation each time a change occurs to the board or any of the
committees subject to Section 303A. The annual and interim Written Affirmations must be in the form
specified by the NYSE. Comments: The Corporation is materially in compliance with the applicable Rules and will notify the NYSE if
any executive officer becomes aware of any material non-compliance with the Rules. Annual and
interim Written Affirmations will be filed with the NYSE. SCHEDULE D Policy Restricting the Use of External Auditors 1. This policy governs all proposals by the Corporation or any of its subsidiaries to engage, as a
service provider, the external auditor or any of its affiliates, related businesses or associated
persons as defined in the Sarbanes-Oxley Act of 2002 (S-O Act) (collectively referred to as the
External Auditor). 2. The External Auditor will normally be engaged to provide audit and audit-related services,
including advisory services related to the External Auditors audit and audit-related work such as
advice pertaining to internal audit, tax, actuarial valuation, risk management, and regulatory and
compliance matters, subject to the prohibitions contained in the S-O Act and in any other
applicable laws, regulations or rules. The S-O Act prohibitions are set out in Appendix 1. 3. Any engagement of the External Auditor for services that would be legally prohibited by the S-O
Act and that was in place at the date this policy was initially established may continue in place
until such prohibition becomes operative or it is otherwise prohibited by applicable law,
regulation or rule. The Controller will maintain a list of such engagements. The Corporation will
not enter into any other such engagements prior to the S-O Act prohibitions becoming operative. 4. Each engagement of the External Auditor to provide services will require the approval in advance
of the Audit and Conduct Review Committee of Sun Life Financial Inc. and the audit committee of any
affected subsidiary that is itself directly subject to the S-O Act. The Audit and Conduct Review
Committee may establish procedures regarding the approval process, which will be co-coordinated by
the Controller. 49Sun Life Financial Inc.




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Management Information Circular 5. The Corporation and its subsidiaries will not employ or appoint as chief executive officer,
chief financial officer, controller, chief accounting officer, appointed actuary, or equivalent
position within the Corporation or subsidiary, any person who was employed by the External Auditor
and who provided any services to the Corporation or any subsidiary at any time during the previous
two years. 6. The Controller is responsible for the application and interpretation of this policy, and should
be consulted in any case where there is uncertainty regarding whether a proposed service is, or is
not, an audit or audit-related service. The Controller will revise Appendix 1 as required, from
time to time, to reflect changes in applicable laws, regulations or rules. 7. This policy, as amended and restated, is effective from October 30, 2002. Appendix 1 Sarbanes-Oxley Act of 2002  Prohibition on services The External Auditor will be prohibited from providing the following services after the applicable
provisions of the S-O Act become operative: 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; andi)

any other service that the Public Company Accounting Oversight Board, to be established under the S-O Act, determines to be impermissible.
 50Sun Life Financial Inc.




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Management Information Circular SCHEDULE E Shareholder Proposals Proposals No. 1  10 have been submitted by Mr. J. Robert Verdun, 153-B Wilfred Avenue, Kitchener,
Ontario N2A 1X2 Email: bobverdun@rogers.com(Telephone 519-574-0252). The proposals and Mr.
Verduns supporting comments are set out in italics below. The proposals were submitted in English
and translated into French by the Corporation. NOTE: The Corporation is required by the Insurance Companies Act to include the foregoing
shareholder statements in this Circular but in no way agrees with, supports or endorses in any way,
or for any purpose, the statements made therein. Proposal No. 1  Candidates for Director must receive at least 75% support As one of Canadas largest financial-services corporations, Sun Life should apply industry-leading
standards to all matters relating to corporate governance. In this context, all candidates for
election to the Board of Directors must earn an A grade in the voting by the shareholders.
Specifically, no candidate shall be elected to the Board of Directors unless that individual
receives the support of at least 75% of the voting shareholders. This policy shall be implemented
in full compliance with the Insurance Companies Act. Shareholders Statement The applicable legislation clearly intends that Directors should be chosen in fully-contested
elections. However, as long as standard corporate practice prevents truly-democratic contests, no
Director has a valid mandate unless shareholders have a realistic opportunity of casting a
meaningful vote. The 75% threshold is high enough to be meaningful but not so high as to encourage
irresponsible protest votes. Nortel Networks Corporation requires its candidates to receive a
minimum of 66.7% of the votes cast by shareholders in order to be elected as Directors. If a
company with such a disgraceful reputation accepts Directors who earn only a B grade from the
companys owners, the shareholders of Sun Life should accept nothing less than an A standard. Sun
Life does not want to find itself in a position similar to that of one of the major Canadian banks,
which in 2004 elected Gerald Schwartz as a Director, even though he had the worst attendance
record of any Director of any major Canadian bank, and he was supported by only 61.3% of the voting
shareholders. THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINSTPROPOSAL NO. 1 FOR THE FOLLOWING REASONS: The Board of Directors cannot implement this proposal because it contravenes the Insurance
Companies Act, the governing statute of the Corporation. The Insurance Companies Act provides that
...the persons,...who receive the greatest number of votes at an election of directors of the company
shall be the directors. Nortel Networks Corporation is a corporation governed by the Canada
Business Corporations Act, a statute that permits the voting regime that company has adopted. The Board of Directors believes it has adopted current best corporate governance practices in this
area by giving shareholders the option of voting for individual directors or withholding their vote
for a particular director and by posting the percentage of votes received for and withheld from
voting for each director immediately after the meeting on the Corporations website and on
www.sedar.com. The May 11, 2005 annual meeting is the fifth annual meeting of the Corporation since it became a
public company. At each annual meeting the directors standing for election have received in excess
of 96% of the votes cast, and in most cases, more than 99% of the votes cast in favour of each
director. If a significant percentage of shareholders withheld their vote for a director, the
Governance Committee would take this into account when making recommendations as to director
nominations for election at the next years annual meeting. Proposal No. 2  Directors who change principal occupation shall resign. It shall be the policy of Sun Life Financial Inc. to require any Director who experiences a
significant change in principal occupation to resign as soon as practical. (A promotion within the
same company shall not constitute a change for the purpose of this policy.) A Director who resigns
may return to the Board if he or she achieves the necessary level of support from the voting
shareholders at the next general meeting. In order to ensure continuity in a key role, the Board
shall have the discretion to decline the resignation in the case of an individual who has specific
skills that the company is relying upon, or who has been given a major leadership position, such as
chairing the Board itself or the audit committee. A public statement shall be issued to explain why
any resignation has been declined by the Board. 51Sun Life Financial Inc.




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Management Information Circular Shareholders Statement Expanding upon any internal policy requiring such resignations, this proposal would make it formal
and transparent. The Boards nominating committee weighs several factors in its selection of
candidates for Director, but the most significant is the individuals current principal occupation.
If a Director leaves his or her position or profession, it is an obvious time for the shareholders
to reassess the appropriateness of the individuals continued membership on the Board. Directors
who successfully stand for re-election would have renewed mandates in their changed circumstances,
which would strengthen their ability to represent the shareholders independently and effectively. A
formal policy requiring all Directors who change principal occupation to resign avoids placing the
Company in the potentially difficult position of having to remove an individual who has lost his or
her position due to a scandalous situation. THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINSTPROPOSAL NO. 2 FOR THE FOLLOWING REASONS: The Board of Directors believes its existing Corporate Governance Policies and related disclosure
practices address this issue. The Board has a formal policy of requiring directors whose principal employment changes materially
from that which they held when elected to the Board to tender a written offer to resign to the
Chairman of the Governance Committee for acceptance or rejection by the Board. The Governance
Committee considers each such offer taking into consideration the individuals attributes, skills
and experience as a director and makes a recommendation to the Board to accept or reject the offer
to resign. The Charter of the Board of Directors attached as Schedule A to this Circular contains
the policy on Change of Occupation and the attributes considered when evaluating directors. A five-year employment history is provided for each director nominated for election at an annual
meeting in the Circular. A change in an individual directors occupation is therefore transparent
to shareholders. Shareholders have the option of voting for each individual director or withholding
their vote for a particular director on an annual basis. Proposal No. 3  Disclosure of voting by the Companys mutual funds Mutual funds owned or controlled by Sun Life Financial Inc. shall, as soon as practical, implement
a system of disclosing to unitholders how the fund managers have voted on any issue affecting the
funds shares that have voting rights. Mutual funds owned or controlled by Sun Life shall also
disclose their general guidelines for exercising their voting rights. Shareholders Statement Governance of mutual funds is a matter of increasing concern to regulators, and one of the key
issues is disclosing how shares owned
by the funds are voted. Such disclosure is now compulsory in the United States, and all funds owned
or controlled by Sun Life should not have a lower standard of governance than competing funds under
the jurisdiction of Canadas largest trading partner. The most efficient method would be to post
the information in a timely manner on a website that is accessible to the unitholders of the funds.
It is not the intention of this Proposal to require any costly procedures such as consultation with
unitholders. Fund managers are delegated the authority to manage unitholders money, and that
process includes deciding how to vote, or whether to vote at all. However, as persons who exercise
delegated democratic authority, fund managers have a duty to disclose how they vote on behalf of
the unitholders. Elected representatives at all levels of government are forbidden to vote secretly
because they are exercising delegated authority, and the same principle should apply to the
governance of mutual funds. THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINSTPROPOSAL NO. 3 FOR THE FOLLOWING REASONS: The Canadian Securities Administrators are considering a draft National Instrument related to
disclosure of voting guidelines and voting records of mutual funds. When regulatory requirements
are available, the Corporation will ensure that the standards set by the regulators are met. Among
other reasons, it is preferable to await regulatory guidance to ensure that any procedures that the
Corporation puts in place are consistent with legal requirements rather than to incur significant
additional and unnecessary cost, some of which could be at the expense of mutual fund unit owners,
if the Corporation adopted policies in this area that subsequently required modification to address
new legal requirements. 52Sun Life Financial Inc.




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Management Information Circular Proposal No. 4  Meaningful quorums Regardless of any lower standards that might be currently allowed in legislation or bylaws, it is
in the best interests of all stakeholders in Sun Life Financial Inc. to have a high level of
participation in the annual meeting. Henceforth, the quorum for the annual meeting shall be the
participation in person or by proxy of the owners of not less than 50% of the common voting shares
of Sun Life Financial Inc. (SLF), which is the normal standard established in the Insurance
Companies Act. With respect to the annual meeting of the voting policyholders and sole shareholder
of the Sun Life Assurance Company of Canada (of which SLF is the sole voting shareholder), SLF
shall take the necessary actions to raise the quorum to 10% of the voting policyholders. Shareholders Statement The world recently witnessed the people of Iraq risking their lives in order to cast ballots.
Citizens in all democratic nations should aspire to the highest possible standards of participation
in every democratic process. A low level of participation in the annual meeting of any company
reflects a lack of confidence by stakeholders in the board and management, and a feeling that
casting a ballot is a wasted exercise. The onus must be on the board and management to make it
worthwhile for stakeholders to participate in the democratic process of the annual meetings. The
standards in this proposal are the bare minimum that should be considered acceptable. THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINSTPROPOSAL NO. 4 FOR THE FOLLOWING REASONS: The Board of Directors and management encourage shareholders of the Corporation and voting
policyholders of Sun Life Assurance of Canada to participate in the annual meeting in person or by
proxy. It is however not practical to be bound by the quorum requirements suggested by this
proposal and in fact, could make it very difficult and costly to hold an annual meeting. As a demutualized company, the Corporation has a very large number of shareholders, many of whom
hold a small number of shares. In the five years the Corporation has been a public company, the
highest representation of common shares at an annual meeting has been 42.2% of the outstanding
shares. A quorum of 10% of the voting policyholders of Sun Life Assurance of Canada would require 180,000
voting policyholders to be represented in person or by proxy. Again, this is not a practical
threshold of required attendance in order to hold an annual meeting. Proposal No. 5  Disclose ratio of executive compensation to net revenue Beginning with the next annual report, the company shall disclose the total dollar cost of all
forms of compensation (including the present value of various forms of share incentives and pension
entitlements that are not immediately paid in cash) for the 100 top-paid executives of the company.
Travel expenses and other perquisites shall be disclosed as a subtotal. This gross cost shall then
be expressed as a percentage of the net revenue (profit) of the company, using Generally Accepted
Accounting Principles. The gross compensation costs as well as the ratio shall be published
annually (with a five-year chart) to provide a benchmark by which shareholders can judge the
fairness and effectiveness of executive compensation. A five-year comparative chart shall also be
published annually to compare the gross compensation costs of executives with the dividends paid to
owners of common shares. Shareholders Statement: Rising levels of executive compensation are a matter of great concern to shareholders. Salaries,
bonuses, various types of stock incentives, perquisites, pension entitlements, and other forms of
compensation appear to be rising faster than the company profits from which shareholders receive
dividends. A meaningful ratio with illustrative charts would help to put these matters into
perspective. Many shareholders are calling for a cap on executive compensation, in much the same
way as the owners of NHL hockey teams have insisted on a cap on players incomes. However, a
rigid cap might cause problems. The establishment of a benchmark ratio is a way of controlling
executive compensation while allowing it to rise at a reasonable rate relative to the companys
earnings. 53Sun Life Financial Inc.




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Management Information Circular THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINST PROPOSAL NO. 5 FOR THE FOLLOWING
REASONS: The Board of Directors does not believe the adoption of this proposal would provide meaningful
additional information to shareholders. The Corporations executive compensation disclosure fully
meets regulatory disclosure requirements and addresses emerging best practices in compensation
disclosure for the five Named Executive Officers of the Corporation. Enhancements to this years
compensation disclosure in the Circular include:  

Greater detail on components of our executive compensation program;

Identification of the relative weightings of base salary, annual and long-term incentive for
executives at various level;

Specific component weightings comprising annual incentive compensation at various executive
levels;

Specific component weightings comprising the 2004 long-term incentive grants;

Stock ownership of the Named Executive Officers as at December 31, 2004;

Highlights of the Chief Executive Officers performance in 2004;

Descriptions of program changes for 2005, including enhancements to the Annual Incentive Plan
and the component weightings for 2005 long-term incentive grants;

Identification of the aggregate number and value of Restricted Share Units and Performance
Share Units (PSUs) granted to date, as well as the range of payouts of PSUs depending on
achievement in relation to the PSU performance measures; and

Expanded details on pension entitlement, including estimated annual pension at normal
retirement age, identification of any special pension arrangements for Named Executive
Officers, accrued liabilities at December 31, 2004, as well as 2004 costs related to service
and compensation. Proposal No. 6  Disclosure of ratio of Directors compensation to net revenue Beginning with the next annual report, the company shall disclose the total dollar cost of all
forms of compensation for the members of the Board of Directors (of Sun Life Financial Inc. and all
subsidiaries). Travel expenses and other perquisites shall be disclosed as a subtotal. The gross
cost shall then be expressed as a percentage of the net revenue (profit) of the company, using
Generally Accepted Accounting Principles. The gross compensation costs as well as the ratio shall
be published annually (with a five-year chart) to provide a benchmark by which shareholders can
judge the fairness and effectiveness of director compensation. A five-year comparative chart shall
also be published annually to compare the gross compensation costs of Directors with the dividends
paid to owners of common shares. Shareholders Statement: Rising levels of Director compensation are a matter of great concern to shareholders. The gross
cost of carrying the Board appears to be rising faster than the company profits from which
shareholders receive dividends. A meaningful ratio with illustrative charts would help to put these
matters into perspective. THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINST PROPOSAL NO. 6 FOR THE FOLLOWING REASONS: The Board of Directors does not believe the adoption of this proposal would provide meaningful
additional information to shareholders. The Corporations director compensation disclosure fully
meets regulatory disclosure requirements and addresses emerging best practices in director
compensation disclosure. The Canadian Coalition for Good Governance recently wrote the Chairman of
the Board to commend a number of our director compensation disclosure practices that were included
in last years and this years Circular which include:  

Providing details on each directors investment in the Corporation, including year over year
changes;

Describing fully the components of director compensation; and

Supplying the actual cash compensation received by each director. 54Sun Life Financial Inc.




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Management Information Circular Proposal No. 7  Disclosure of potential liability to participating policyholders The demutualization of predecessor companies imposed continuing liabilities with respect to
participating policyholders. If regulators or courts force the company to maintain policyholder
dividends at the same rates that were in effect prior to demutualization (or even higher),
significant assets of the company will have to be taken out of the shareholders account and placed
in the participating policyholders account. This could have a material impact on the profits
available to shareholders of Sun Life. Disclosure of this potential liability shall be made public
within 60 days of the passage of this Proposal. Shareholders Statement: Legal documents for the creation of Clarica Life Insurance Company, which was merged with Sun
Life, state very clearly that the company is forever bound to maintain the reasonable expectations
of policyholders with respect to dividends on participating policies, and that additional assets
must be transferred from the shareholders to the policyholders if necessary to support the
liabilities of the participating policyholders fund. Reasonable expectations were never defined,
and the only numerical reference to policyholders dividends shows that they were regularly
increasing prior to demutualization. Thus, approximately 1.8-million policyholders can make a
reasonable claim that their dividends must either stay at the same level or increase. Therefore,
Sun Life faces a real risk of being forced to take assets away from the shareholders and credit
them to policyholders in order to maintain dividends at the rate they were being paid prior to
demutualization. Investors need to know the impact of this potential liability. THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINSTPROPOSAL NO. 7 FOR THE FOLLOWING REASONS: Sun Life Assurance Company of Canada (including its predecessor by amalgamation, Clarica Life
Insurance Company) has at all times operated its participating policyholder accounts, including
with respect to payments of policyholder dividends, in accordance with the requirements of the
applicable demutualization plan approved by policyholders at the time of the demutualization, and
in accordance with law. The Corporations material risks and liabilities, including contingent
liabilities, are fully disclosed in its audited financial statements for the year ended December 31, 2004 and the notes thereto, its Managements Discussion and Analysis for the year ended
December 31, 2004, and its Annual Information Form dated February 14, 2005. These documents are
filed with securities regulators in Canada and the United States and are publicly available at
www.sedar.com and www.sec.gov or may be accessed through the Corporations website at
www.sunlife.com. Proposal No. 8  No conflict of interest for Policyholders Directors Currently, Sun Life Financial Inc. manipulates the election of Directors of Sun Life Assurance
Company of Canada so that the Boards of the two companies are identical. All of the current
Directors are shareholders of Sun Life Financial Inc., which is the sole voting shareholder of Sun
Life Assurance Company of Canada. The Insurance Companies Act (Canada) requires that one-third of
the Directors of a company with participating policyholders (such as Sun Life Assurance Company of
Canada) must be Policyholders Directors, and must not own any shares of the Company. Sun Life
Financial Inc. must therefore take immediate steps to comply with the law by conducting a
democratic election among policyholders to elect the appropriate number of Directors who are not
shareholders, either directly or indirectly. Shareholders Statement: The applicable law clearly intends that policyholders will be effectively and honestly represented
on the Board of the operating insurance company. Directors who have no material conflict of
interest must make up at least one-third of the Board. The current process is undemocratic and
unlawful. The holding-company structure does not remove the conflict of interest for the persons
who are currently designated as Policyholders Directors but have a significant financial interest
as shareholders of the holding company. THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINSTPROPOSAL NO. 8 FOR THE FOLLOWING REASONS: The ownership of shares in Sun Life Financial Inc. by a director of Sun Life Assurance Company of
Canada who has been elected as a Policyholders Director does not contravene the Insurance
Companies Act, and the current director election process is neither undemocratic nor unlawful. One-third of the Board of Directors of Sun Life Assurance Company of Canada is elected exclusively
by the voting policyholders of that company, as required by the Act. The remaining two-thirds of
the Board is elected by Sun Life Financial Inc., the sole common shareholder of Sun Life Assurance
Company of Canada. Once elected, each director of Sun Life Assurance Company of Canada, whether
elected by the policyholders 55Sun Life Financial Inc.




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Management Information Circular or by the shareholder and regardless of any other shareholdings, has a duty to act in the best
interest of Sun Life Assurance Company of Canada as a whole, taking into account the interests of
both the policyholders and the shareholder. The Board of Directors of Sun Life Assurance Company of
Canada at all times acts in strict accordance with its duties. At the time of demutualization and the establishment of Sun Life Financial Inc. as the public
holding company for Sun Life Assurance Company of Canada, the Board thoroughly reviewed all
relevant considerations, including the matter of duties of policyholder directors and best
corporate governance practices. The Board concluded that it was appropriate to require that all the
directors of Sun Life Financial Inc. have a direct equity stake in that company. The Board of
Directors continues to believe that this requirement is appropriate and consistent with best
governance practices. Proposal No. 9  All elections shall be truly democratic Henceforth, all elections of Directors of Sun Life shall be conducted by the same principles and to
the same standards as
governmental elections in Canada. Specifically, the process shall be conducted by an officer or
trustee who is independent of management; there shall be an open call for nominations; and there
shall be a list of candidates on the ballot that is greater than the number of Directors to be
elected. Shareholders of Sun Life Financial Inc. hereby direct the company to implement these
generally-accepted principles of democracy in both the holding company and the operating
subsidiary, Sun Life Assurance Company of Canada, of which Sun Life Financial Inc. is the sole
shareholder. Shareholders Statement: Professor Randall Morck of the University of Alberta, currently a visiting professor at Harvard
University, is an expert in corporate governance, and he is producing solid evidence that the
prosperity of companies and whole nations rises with the standards of corporate governance. He
believes that true democracy in the election of corporate directors is one of the best defences
against greed and illegal activity in the management of the company. He considers that the current
form of election of Directors in North American corporations is as undemocratic as the selection
of leaders in countries such as North Korea. THE BOARD OF DIRECTORS RECOMMENDS VOTINGAGAINSTPROPOSAL NO. 9 FOR THE FOLLOWING REASONS: It is not practical and would be prohibitively expensive to conduct Board of Director elections in
the manner suggested by the proposal. The Board of Directors believes that it has adopted current
best corporate governance practices in this area by giving shareholders the option of voting for
individual directors or withholding their vote for a particular director and by posting the
percentage of votes received for and withheld from voting for each director immediately after the
meeting on the Corporations website and on www.sedar.com. The May 11, 2005 annual meeting
is the fifth annual meeting of the Corporation since it became a public company. At each annual
meeting the directors standing for election have received in excess of 96% of votes cast and in
most cases more than 99% of votes cast. If a significant percentage of shareholders withheld their
vote for a director, the Governance Committee would take this into account when making
recommendations as to director nominations for election at the next years annual meeting. Proposal No. 10  The company shall make amends for participation in MFP leasing deals Clarica Life Insurance Company, which was purchased by Sun Life Financial Inc., provided funding
for a number of leasing deals arranged by MFP Financial Inc., a company that has been the subject
of two judicial inquiries (one in Toronto and one in Waterloo, Ontario). The latter deal involved
the financing of RIM Park, the largest project in the history of the City of Waterloo. MFP had
enticed the City by offering financing at a rate under 5%, but was actually obtaining the funds
from Clarica at 7.6%, with the intention of charging the City more than 9%. Employees of Clarica
knew that the City was being offered a misleading deal, because the impossibly-low rate was
regularly reported in the local news media. MFP made a profit of almost $11,000,000 for arranging
the deal, and Clarica gained a major investment at above-market rates. The deal was so lucrative
that selling only part of this loan to another company, Maritime Life, netted Clarica an immediate
profit of $900,000. The judicial inquiry found that the City was the victim of a bait and switch
by MFP, and that Clarica was unethical for ignoring red flags while providing the funds that
made the scam possible. Clarica was MFPs only source of funds. The judicial inquiry found that
this unethical decision had been made at the highest level in Clarica. Waterloo is the home
community of Clarica, and this unethical action by senior executives has seriously damaged the
reputation of Clarica and Sun Life in a prime market. Therefore, this Proposal mandates Sun Life to
take meaningful corrective action to compensate the taxpayers of the City of Waterloo for Clarica
senior executives unethical behaviour. Similar compensation shall be paid for any other unethical
MFP deals with public bodies that were financed by Clarica. 56Sun Life Financial Inc.




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Management Information Circular Shareholders Statement: Life insurance and other financial services cannot be sold sustainably and profitably unless
customers have confidence in the ethics and honesty of the companys management. The scandalous
behaviour of Clarica executives has seriously damaged the companys reputation, and the only way to
repair the damage is to pay substantial compensation to the victims, and make appropriate
apologies, for having provided the funds to MFP for bait and switch deals or other scams. Full
information on the Clarica/MFP/RIM Park scandal is available at the official website:
www.waterlooinquiry.cawhich includes the complete text of the report of the judicial
inquiry, with its numerous references to Claricas lack of ethics. THE BOARD OF DIRECTORS RECOMMENDS VOTING AGAINST PROPOSAL NO. 10 FOR THE FOLLOWING REASONS: The Corporation does not believe there is any reasonable basis for taking the actions proposed. The
Judicial Inquiry commissioned by
the City of Waterloo concluded that there were no legal improprieties attributable to anyone at
Clarica and the Corporation does not believe that any of its employees acted inappropriately or
unethically. 57Sun Life Financial Inc.




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MIC-01 (SUN LIFE FINANCIAL LOGO)