Sun Life Capital Trust II et al.

Headnote

Decision to extend confidentiality of a decision and related application subject to certain conditions.

October 23, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

SUN LIFE CAPITAL TRUST II (the "Trust"),

SUN LIFE ASSURANCE COMPANY OF CANADA

("SLA") AND

SUN LIFE FINANCIAL INC.

("SLF" and, together with the Trust and SLA, the "Filers")

DECISION

Background

The principal regulator in the Jurisdiction rendered a decision (the "Original Decision") dated July 27, 2009 to the effect that, subject to conditions:

1. the Trust be exempted from certain requirements of the Legislation in connection with offerings by the Trust from time to time of notes; and

2. the Decision and related application be held in confidence.

The principal regulator has received an application to vary the Original Decision by extending the period of time the Original Decision and related application will be kept confidential.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application;

and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System ("MI 11-102") is intended to be relief upon in each of the provinces and territories other than Ontario.

Interpretation

Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the representation made by the Filers that the facts set out in the Original Decision remain true and correct.

Decision

The decision of the principal regulator under the Legislation is that the Original Decision is varied such that the application of the Filers and this decision, together with the Original Decision and related application, shall be held in confidence until the earlier of (i) the date that a preliminary prospectus has been filed in respect of an offering by the Trust and (ii) November 24, 2009.