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Form 51-102F3
Material Change Report Item 1.  Name and Address of Company Sun Life Financial Inc.
150 King Street West
Toronto, ON M5H 3J9 Item 2.  Date of Material Changes October 28, 2004 Item 3.  Press Release The attached form of press release dated October 28, 2004 was issued across
Canada on October 28, 2004. Item 4.  Summary of Material Changes Sun Life Financial Inc.s Board of the Directors has approved, subject to
regulatory approvals, a reorganization plan under which most of the asset
management and US annuities businesses currently held by its wholly-owned
subsidiary, Sun Life Assurance Company of Canada, will be transferred,
effective January 4, 2005, to a newly incorporated holding company that will be
a wholly-owned subsidiary of Sun Life Financial Inc. Item 5.  Full Description of Material Changes Through a series of transactions that will occur on January 4, 2005, Sun Life
Assurance Company of Canada will transfer its shares of CI Fund Management
Inc., McLean Budden Limited and Sun Life Assurance Company of Canada  U.S.
Operations Holdings, Inc. to a newly incorporated holding company that will be
a wholly-owned subsidiary of Sun Life Financial Inc. All of Sun Life Assurance
Company of Canadas common shares are owned by Sun Life Financial Inc. Sun Life
Assurance Company of Canada  U.S. Operations Holdings, Inc. directly or
indirectly holds all of Sun Life Assurance Company of Canadas U.S.
subsidiaries, including Massachusetts Financial Services Company and Sun Life
Assurance Company of Canada (U.S.). Item 6.  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 There is no reliance on the above-captioned provisions. Item 7.  Omitted Information No information has been omitted in respect of the material changes described
above.




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Item 8.  Executive Officer Paul Derksen
Chief Financial Officer Tel. No.      416-204-8183
Fax. No.     416-585-7892 Item 9.  Date of Report October 28, 2004




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Sun Life Financial to establish holding company
for asset management businesses Toronto, Ontario 
October 28, 2004 Sun Life Financial Inc. (NYSE/TSX:
SLF) and its wholly owned subsidiary, Sun Life Assurance Company of Canada (Sun
Life Assurance) today announced that their Boards of Directors have approved,
subject to receipt of regulatory approvals, a reorganization plan under which
most of Sun Life Assurances asset management businesses in Canada and the
U.S., including its U.S. Annuities business, will be transferred to a newly
incorporated subsidiary of Sun Life Financial Inc., effective
January 4, 2005. Under the reorganization, Sun Life Assurance will transfer its shares of CI
Fund Management Inc., McLean Budden Limited, MFS Investments and its other U.S.
subsidiaries. After the reorganization, the operations remaining in Sun Life
Assurance will consist primarily of the life, health and annuities businesses
of Sun Life Financial Canada, most of the life and health businesses of Sun
Life Financial US and all of the operations of Sun Life Financial UK and Sun
Life Financial Asia. The reorganization will allow Sun Life Financial to optimize its capital
structure by positioning it to benefit from the new capital rules for life
insurance holding companies recently proposed by the Office of the
Superintendent of Financial Institutions, Canada. Sun Life Assurance will continue to have a very strong capital ratio after the
reorganization. The reorganization is not expected to have any impact
on the financial strength ratings of Sun Life Assurance and it will
have no impact on policyholders benefits and the quality of
policyholder services will not be diminished. The reorganization is subject
to final regulatory approval from certain regulators, which are
expected to be received by January 4, 2005. Sun Life Financial is a leading international financial services organization
providing a diverse range of wealth accumulation and protection products and
services to individuals and corporate customers. Tracing its roots back to
1865, Sun Life Financial and its partners today have operations in key markets
worldwide, including Canada, the United States, the United Kingdom, Hong Kong,
the Philippines, Japan, Indonesia, India, China and Bermuda. As of September
30, 2004, the Sun Life Financial group of companies had total assets under
management of CDN$355.4 billion. All figures in Canadian dollars. - 30 - Media Relations Contact:
    
    Investor Relations Contact:Nicholas Thomas
    
    Tom ReidDirector, Media and Public Relations
    
    Vice-President, Investor RelationsTel: 416-979-6070
    
    Tel: 416-204-8163nicholas.thomas@sunlife.com
    
    Investor.relations@sunlife.com