Prospectus excerpt:  The holders of Class A Non-Cumulative Preferred Shares Series 2 (the ‘‘Class A Preferred Shares Series 2’’) of Sun Life Financial Inc. (‘‘SLF’’ or the ‘‘Company’’) will be entitled to receive fixed non-cumulative preferential cash dividends, payable quarterly on March 31, June 30, September 30 and December 31 in each year, as and when declared by the Board of Directors of SLF, at a quarterly rate of $0.30 per Class A Preferred Share Series 2. The initial dividend, if declared, will be payable on September 30, 2005 and will be $0.253151 per Class A Preferred Share Series 2, based on an anticipated closing date of July 15, 2005. See ‘‘Details of the Offering’’.

Subject to the provisions of the Insurance Companies Act (Canada) (the ‘‘Insurance Act’’) and the prior consent of the Superintendent of Financial Institutions (the ‘‘Superintendent’’), on and after September 30, 2010, SLF may redeem the Class A Preferred Shares Series 2 in whole or in part by the payment in cash of an amount equal to $25.00 per Class A Preferred Share Series 2 plus, if redeemed before September 30, 2014, a premium, together with declared and unpaid dividends to the date fixed for edemption. See ‘‘Details of the Offering’’.

The Toronto Stock Exchange (‘‘TSX’’) has conditionally approved the listing of the Class A Preferred Shares Series 2. Listing is subject to SLF fulfilling all of the requirements of the TSX on or before September 26, 2005.