Sun Life Financial Inc. Executive Stock Option Plan Amendment

This filing details the Amended and Restated Executive Stock Option Plan for Sun Life Financial Inc., established to incentivize and retain key personnel by granting them a proprietary interest in the company. The plan outlines definitions for various terms, including "Change in Control" and "Just Cause" for termination. It specifies the process for granting options, including the designated number of shares, exercise dates, and the option price, which is generally set at the closing market price on the grant date. The plan also details the exercise of options by participants, including provisions for death, disability, and termination of employment, as well as adjustments in case of corporate reorganizations or changes in control. The total number of shares issuable under the plan is limited, with specific sub-limits for shares issued to insiders. Amendments to the plan require shareholder approval for certain significant changes, while administrative or compliance-related amendments can be made by the company.