[December 17, 2012]

Fitch Places Ratings of Sun Life Financial Inc.'s U.S. Subs on Rating Watch Negative

Fitch Ratings has placed the 'A-' Insurer Financial Strength (IFS) ratings of Sun Life Financial Inc.'s (TSE, NYSE: SLF) U.S. life insurance subsidiaries on Rating Watch Negative. A complete list of ratings follows at the end of this release.

Today's rating action follows SLF's announcement that it reached a definitive agreement to sell Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance & Annuity Co. of New York to Delaware Life Holdings, a company owned by shareholders of Guggenheim Partners. The sale will represent a complete transfer of U.S. variable annuity risk for SLF, since this business is contained in a separate legal entity. Other businesses being sold include fixed annuity and fixed indexed annuity products, corporate and bank-owned life insurance products and variable life insurance products.

In January 2012, Fitch had downgraded the U.S. life subsidiaries 3 notches following SLF's announcement that it was exiting the U.S. variable annuity and individual insurance markets. At that time, Fitch viewed the subsidiaries as having Limited Importance from a strategic perspective. On a stand-alone basis, Fitch believed the ratings were in the 'BBB' category but the companies continued to benefit from SLF's ownership.

Resolution of the Rating Watch will occur followin further discussions with management and completion of the sale and will likely result in a downgrade of the IFS ratings by at least one notch.

Fitch has placed the following ratings on Rating Watch Negative:

Sun Life Assurance Co. of Canada (U.S.)

--IFS ratings at 'A-'.

Sun Life Insurance & Annuity Co. of NY

--IFS ratings at 'A-'.

Additional information is available at 'www.fitchratings.com'. The ratings above were unsolicited and have been provided by Fitch as a service to investors.

Applicable Criteria and Related Research:

--'Insurance Rating Methodology', Oct. 18, 2012.

Applicable Criteria and Related Research:

Insurance Rating Methodology -- Amended

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm rpt_id=692293

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