Sun Life Assurance Company of Canada (U.S.) Flexible Premium Variable Universal Life Insurance Policy Insured John Doe Policy Number V00#00001

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

Flexible Premium Variable Universal Life Insurance Policy

Insured Xxxx Xxx

Policy Number V00#00001

This Policy is a legal contract in which We, Xxx Signed at Wellesley Hills, Massachusetts, Life Assurance Company of Canada (U.S.), a member of on the Issue Date.

the Sun Life Financial group of companies, promise

to provide the kind of insurance described below.

Upon death of the Insured, We agree to pay the

Beneficiary such amounts as then become due and Xxxxxx X. Xxxxxxxxx, President

payable. Until that time, We agree to provide You, as

Owner, the other rights and benefits of this Policy. These

rights and benefits are subject to the provisions on Xxxxx X. Xxxx, Secretary

the pages which follow.

As described in Section 7, the amount of the Death Benefit or the duration of the Death Benefit may increase or decrease to reflect the investment experience of the Variable Account.

The Account Value in each Sub-Account of the Variable Account may increase or decrease in accordance with the investment experience of that Sub-Account of the Variable Account. There is no minimum guaranteed Account Value for amounts in the Sub-Accounts of the Variable Account.

The Policy Proceeds are payable at the death of the Insured and while this Policy is in force.

This Policy does not participate in dividends and will not share in any surplus earnings of the Company.

Flexible Premiums are payable during the lifetime of the Insured.

RIGHT TO RETURN POLICY PERIOD. Please read Your Policy carefully. If You are not satisfied with it, You may return it by delivering or mailing it to Us at One Sun Life Executive Park, Attn: Corporate Markets, Wellesley Hills, Massachusetts 02481, or to the sales representative through whom You purchased this Policy within 10 days from the date of receipt, whichever period ends later (the "Free Look Period"). This Policy will then be deemed void as though it had never been applied for. You will receive a refund equal to the sum of the Premiums paid.

TABLE OF CONTENTS

1. POLICY SPECIFICATIONS *

2. TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1,000 OF NET AMOUNT AT RISK *

3. DEFINITIONS *

4. GENERAL PROVISIONS *

Entire Contract *

Alteration *

Modification *

Assignments *

Conversion *

Nonparticipating *

Misstatement of Age or Sex (Non-Unisex Policy) *

Suicide *

Incontestability *

Report to Owner *

Illustrations *

Owner and Beneficiary *

5. THE VARIABLE ACCOUNT *

Fixed Account *

Sub-Accounts *

Addition, Deletion or Substitution of Investments *

Transfers Between Investment Options *

6. PREMIUMS *

Planned Periodic Premiums *

Premium *

Premium Expense Loads *

Allocation of Net Premium *

Modified Endowment Contract *

7. DEATH BENEFIT *

Death Benefit Compliance Test *

Death Benefit and Death Benefit Option *

Changes in Specified Face Amount *

Decreases in Specified Face Amount *

Increases in Specified Face Amount *

Changes in the Death Benefit Option *

8. ACCOUNT VALUE *

Account Value *

Net Investment Factor *

Loan Account *

Daily Risk Percentage, Monthly Expense Charge and Deferred Expense Load on Policy Year 1 Premium *

Monthly Cost of Insurance *

Monthly Cost of Insurance Rates *

Basis of Computation *

Directed Deductions *

Insufficient Value *

Grace Period *

Splitting Units *

Account Value after Attained Age 100 *

9. POLICY BENEFITS *

Benefits at Death *

Payment of Claims *

Surrender *

Partial Surrender *

Allocation of Partial Surrender *

Policy Loan *

Deferral of Payment *

Termination *

RIDERS AND ENDORSEMENTS

APPLICATION

1. POLICY SPECIFICATIONS

Insured Xxxx Xxx

Policy Number VL0000001

Office ABC Insurance Agency

Issue Age, Sex 35 Male

Class Preferred - Guaranteed Issue

Specified Face Amount $100,000

Additional Protection Benefit Rider Face Amount $50,000

Total Face Amount $150,000

Minimum Total Face Amount $50,000

Minimum Specified Face Amount $5,000

Minimum Premium $990

Planned Periodic Premium $1,400

Billing Period Annual

Issue Date January 1, 2004

Currency United States Dollars

Owner XYZ Corporation

Beneficiary As stated in the Application unless subsequently changed

Death Benefit Option Option A: Specified Face Amount

Variable Account

Name G

Securities & Exchange Commission Registration Unit Investment Trust

THE PLANNED PERIODIC PREMIUM SHOWN ABOVE MAY BE INSUFFICIENT TO CONTINUE COVERAGE FOR THE LIFETIME OF THE INSURED. THE PERIOD FOR WHICH THIS POLICY WILL REMAIN IN FORCE DEPENDS ON THE AMOUNT AND TIMING OF PREMIUMS PAID, DEDUCTIONS FOR BENEFITS AND RIDERS, CHANGES IN THE SPECIFIED FACE AMOUNT AND DEATH BENEFIT OPTION, SUB-ACCOUNT PERFORMANCE, POLICY LOANS, PARTIAL SURRENDERS AND FEES.

1. POLICY SPECIFICATIONS (CONTINUED)

Xxxx Xxx VL0000001

Premium Expense Load

Policy Years 1 through 7

On Premium paid during the Policy Year up to and including Target Premium 12.50%

On Premium paid during the Policy Year in excess of Target Premium 5.50%

Policy Years 8 and after on all Premium 3.25%

Deferred Expense Load on Policy Year 1 Premium

Policy Years 2 through 7

On Premium paid during Policy Year 1 up to and including Target Premium 1%

On Premium paid during Policy Year 1 in excess of Target Premium 0%

Target Premium $3,965

Monthly Expense Charge in All Months $15.00

Mortality and Expense Risk Percentage 0.90%

Daily Risk Percentage 0.0024548%

Minimum Enhancement Benefit 0.2% of Premium in Policy Year 1

0.0% of Premium in Policy Years 2 and after

Policy Loan Interest Rate (payable in arrears) 5% annually during Policy Years 1 through 10

4.25% annually in Policy Years 11 and after

Interest Credited on Loan Account 4% annually

Fixed Account

Guaranteed Interest Crediting Rate 2% (0.005426% daily)

Transfer Percentage 25%

Transfer Period 4 Policy Years

Transfer Minimum $5,000

Guaranteed Mortality Tables

Male 1980 Commissioner's Standard Ordinary Mortality Table A

Female 1980 Commissioner's Standard Ordinary Mortality Table G

Unisex 1980 Commissioner's Standard Ordinary Mortality Table B

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Supplemental Benefits and Changes

Type Effective Date of Coverage Face Amount

Additional Protection Benefit Rider January 1, 2004 $50,000

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1. POLICY SPECIFICATIONS (CONTINUED)

Table of Death Benefit Percentages

	Applicable Percentage					Applicable Percentage
Age	Males	Females	Unisex		Age	Males	Females	Unisex
20	652.075903%	778.151619%	673.633300%		60	191.114633%	220.052229%	196.451600%
21	633.349847%	753.355710%	653.967700%		61	186.314604%	213.870352%	191.438300%
22	614.980318%	729.257794%	634.699100%		62	181.716404%	207.892160%	186.626600%
23	596.880405%	705.839936%	615.732700%		63	177.319861%	202.133920%	182.019900%
24	579.037186%	683.084932%	597.083200%		64	173.125605%	196.616702%	177.622100%
25	561.442372%	661.013110%	578.763700%		65	169.129843%	191.342626%	173.430400%
26	544.091902%	639.567673%	560.734100%		66	165.325349%	186.299855%	169.436000%
27	527.030221%	618.765282%	543.061300%		67	161.698196%	181.469516%	165.623000%
28	510.315466%	598.585650%	525.753600%		68	158.235179%	176.826489%	161.978100%
29	493.974353%	579.037153%	508.860000%		69	154.922717%	172.342815%	158.483500%
30	478.045863%	560.096664%	492.418200%		70	151.752596%	168.008822%	155.131900%
31	462.542456%	541.766338%	476.419800%		71	148.725025%	163.826709%	151.921700%
32	447.503399%	524.021568%	460.906500%		72	145.843512%	159.808480%	148.858500%
33	432.913214%	506.839289%	445.861800%		73	143.115169%	155.973072%	145.950800%
34	418.797333%	490.197881%	431.312500%		74	140.547964%	152.337523%	143.207200%
35	405.147332%	474.130357%	417.236500%		75	138.141711%	148.909180%	140.629100%
36	391.964646%	458.591987%	403.649700%		76	135.888518%	145.683184%	138.208600%
37	379.246566%	443.620611%	390.537900%		77	133.774563%	142.647010%	135.932300%
38	366.996881%	429.212365%	377.917500%		78	131.782145%	139.781891%	133.781700%
39	355.205087%	415.359271%	365.767700%		79	129.891441%	137.068672%	131.736900%
40	343.867177%	402.062080%	354.094700%		80	128.089931%	134.495051%	129.785400%
41	332.967790%	389.304801%	342.873700%		81	126.374030%	132.057984%	127.924000%
42	322.505054%	377.069641%	332.104300%		82	124.745292%	129.760103%	126.154700%
43	312.446328%	365.327872%	321.752900%		83	123.211875%	127.607672%	124.486000%
44	302.786890%	354.034209%	311.815500%		84	121.782951%	125.606945%	122.926800%
45	293.501734%	343.165729%	302.254300%		85	120.459001%	123.754142%	121.475900%
46	284.583384%	332.700548%	293.070000%		86	119.233244%	122.039128%	120.127600%
47	276.007451%	322.610502%	284.238200%		87	118.092479%	120.447528%	118.867100%
48	267.760364%	312.876821%	275.741200%		88	117.020623%	118.962426%	117.679800%
49	259.823815%	303.493913%	267.556900%		89	115.999109%	117.565137%	116.547100%
50	252.191767%	294.448321%	259.686000%		90	115.007413%	116.235810%	115.450200%
51	244.848953%	285.731601%	252.113700%		91	114.023111%	114.953081%	114.367600%
52	237.799987%	277.328936%	244.839800%		92	113.020611%	113.693106%	113.275700%
53	231.038850%	269.234772%	237.857000%		93	111.970831%	112.429309%	112.149500%
54	224.562972%	261.450048%	231.165500%		94	110.840005%	111.131782%	110.955400%
55	218.369381%	253.952530%	224.759200%		95	109.606420%	109.774949%	109.674600%
56	212.442484%	246.725338%	218.621800%		96	108.264878%	108.349379%	108.300100%
57	206.771079%	239.745561%	212.742100%		97	106.838384%	106.872273%	106.853700%
58	201.334733%	232.986303%	207.096600%		98	105.386317%	105.395066%	105.388800%
59	196.119909%	226.424182%	201.670100%		99	104.000000%	104.000000%	104.000000%

2. TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES

PER $1,000 OF NET AMOUNT AT RISK

	Monthly Rates					Monthly Rates
Age	Males	Females	Unisex		Age	Males	Females	Unisex
20	0.15836	0.08751	0.14502		60	1.34180	0.78979	1.22817
21	0.15919	0.08917	0.14585		61	1.46381	0.84488	1.33511
22	0.15752	0.09084	0.14419		62	1.60173	0.91417	1.45796
23	0.15502	0.09251	0.14252		63	1.75809	1.00267	1.59922
24	0.15169	0.09501	0.14085		64	1.93206	1.10539	1.75725
25	0.14752	0.09668	0.13752		65	2.12283	1.21731	1.92955
26	0.14419	0.09918	0.13585		66	2.32623	1.33511	2.11195
27	0.14252	0.10168	0.13418		67	2.54312	1.45461	2.30614
28	0.14169	0.10501	0.13418		68	2.77350	1.57247	2.50878
29	0.14252	0.10835	0.13585		69	3.02328	1.69955	2.72909
30	0.14419	0.11251	0.13752		70	3.30338	1.84590	2.97466
31	0.14836	0.11668	0.14169		71	3.62140	2.02325	3.25640
32	0.15252	0.12085	0.14585		72	3.98666	2.24419	3.58279
33	0.15919	0.12502	0.15252		73	4.40599	2.51548	3.95978
34	0.16669	0.13168	0.15919		74	4.87280	2.83552	4.38330
35	0.17586	0.13752	0.16836		75	5.37793	3.19685	4.84334
36	0.18670	0.14669	0.17837		76	5.91225	3.59370	5.33245
37	0.20004	0.15752	0.19170		77	6.46824	4.01942	5.84227
38	0.21505	0.17003	0.20588		78	7.04089	4.47410	6.36948
39	0.23255	0.18503	0.22338		79	7.64551	4.97042	6.92851
40	0.25173	0.20171	0.24173		80	8.30507	5.52957	7.54229
41	0.27424	0.22005	0.26340		81	9.03761	6.17118	8.22883
42	0.29675	0.23922	0.28508		82	9.86724	6.91414	9.01216
43	0.32260	0.25757	0.31010		83	10.80381	7.77075	9.90124
44	0.34929	0.27674	0.33428		84	11.82571	8.72632	10.87533
45	0.37931	0.29675	0.36263		85	12.91039	9.76952	11.92213
46	0.41017	0.31677	0.39182		86	14.03509	10.89151	13.01471
47	0.44353	0.33761	0.42268		87	15.18978	12.08770	14.15507
48	0.47856	0.36096	0.45437		88	16.36948	13.35774	15.33494
49	0.51777	0.38598	0.49107		89	17.57781	14.70820	16.56493
50	0.55948	0.41350	0.53028		90	18.82881	16.15259	17.85746
51	0.60870	0.44270	0.57533		91	20.14619	17.71416	19.23899
52	0.66377	0.47523	0.62539		92	21.57655	19.43814	20.76665
53	0.72636	0.51276	0.68297		93	23.20196	21.40786	22.49837
54	0.79730	0.55114	0.74722		94	25.28174	23.83051	24.70915
55	0.87326	0.59118	0.81566		95	28.27411	27.16158	27.82758
56	0.95591	0.63123	0.88996		96	33.10677	32.32378	32.78845
57	1.04192	0.66961	0.96593		97	41.68475	41.21204	41.45783
58	1.13378	0.70633	1.04609		98	58.01259	57.81394	57.95663
59	1.23235	0.74556	1.13211		99	83.33333	83.33333	83.33333

3. DEFINITIONS

Account Value: The sum of the amounts in each Sub-Account of the Variable Account, the Fixed Account and the Loan Account.

Anniversary: The same day in each succeeding year as the day of the year corresponding to the Issue Date.

Application: Your application for this Policy, a copy of which is attached hereto and incorporated herein.

Attained Age: The Insured's Issue Age plus the number of completed Policy Years.

Beneficiary: The person or entity entitled to receive the Policy Proceeds as they become due after the death of the Insured.

Business Day: Any day that We are open for business.

Cash Surrender Value: The Gross Cash Surrender Value decreased by the balance of any outstanding Policy Debt.

Class: The risk, underwriting and substandard table rating, if any, classification of the Insured. See Section 1.

Company: Sun Life Assurance Company of Canada (U.S.).

Daily Risk Percentage: The daily rate for deduction of the mortality and expense risk charge as specified in Section 1.

Deferred Expense Load on Policy Year 1 Premium: Expense charge assessed in the second and subsequent Policy Years, up to and including Policy Year 7, based on Premium paid during Policy Year 1. See Section 1.

Due Proof: Such evidence as We may reasonably require in order to establish that Policy Proceeds are due and payable.

Effective Date of Coverage: Initially, the Investment Start Date; with respect to any increase in the Total Face Amount, the Monthly Anniversary Day that falls on or next follows the date We approve the supplemental application for such increase; with respect to any decrease in the Total Face Amount, the Monthly Anniversary Day that falls on or next follows the date We receive Your request.

Enhancement Benefit: Additional value, no less than the minimum specified in Section 1, to be payable on all Surrenders (excepting Surrenders made as part of an exchange under Internal Revenue Code 1035).

Fixed Account: The portion of the Account Value funded by assets invested in the General Account.

Fund: A mutual fund in which a Sub-Account invests.

General Account: The assets held by Us other than those allocated to the Sub-Accounts of the Variable Account or any other separate account of the Company.

Gross Cash Surrender Value: The Account Value increased by the Enhancement Benefit, if any.

Insured: The person on whose life this Policy is issued.

Investment Option: Any of the Sub-Accounts of the Variable Account or the Fixed Account.

Investment Start Date: The date the first Premium is applied, which will be the later of the Issue Date, the Business Day We approve the application for this Policy, or the Business Day We receive a Premium equal to or in excess of the Minimum Premium.

Issue Age: The Insured's age as of the Insured's birthday nearest the Issue Date.

Issue Date: The date specified as such in Section 1, from which Anniversaries, Policy Years and Policy Months are measured.

Loan Account: An account established for this Policy, the value of which is the principal amount of any outstanding loan against this Policy, plus credited interest thereon.

Minimum Premium: The Premium amount specified as such in Section 1.

Monthly Anniversary Day: The same day in each succeeding month as the day of the month corresponding to the Issue Date.

Monthly Cost of Insurance: A deduction made on a monthly basis for the insurance coverage provided by this Policy. See Section 8.

Monthly Expense Charge: A per Policy deduction, made on a monthly basis, for administration and other expenses. See Section 1.

Mortality and Expense Risk Percentage: The annual percentage rate deducted from the Account Value in the Sub-Accounts for the mortality and expense risk charge. This annual rate is converted to a daily rate, the Daily Risk Percentage, and deducted from the Variable Account on a daily basis. See Section 1.

Net Premium: The Premium less the Premium Expense Load.

Our Principal Office: Sun Life Assurance Company of Canada (U.S.) (Attn: Corporate Markets), One Sun Life Executive Park, Wellesley Hills, Massachusetts, 02481, or such other address as We may hereafter specify to You by written notice.

Owner: The person, persons or entity entitled to all rights and benefits under this Policy, unless otherwise stated.

Partial Surrender: A surrender of a portion of the Account Value in exchange for a payment to the Owner in accordance with the terms of Section 9.

Policy: This life insurance contract, including the attached copy of the Application and any attached copies of supplemental applications for increases in the Total Face Amount.

Policy Debt: The principal amount of any outstanding loan against this Policy, plus accrued but unpaid interest on such loan.

Policy Month: A one-month period commencing on the Issue Date or any Monthly Anniversary Day and ending on the next Monthly Anniversary Day.

Policy Proceeds: The amount determined in accordance with the terms of this Policy which is payable at the death of the Insured. This amount is the Death Benefit as described in Section 7, decreased by the amount of any outstanding Policy Debt, and increased by the amounts payable under any supplemental benefits.

Policy Year: A one-year period commencing on the Issue Date or any Anniversary and ending on the next Anniversary.

Premium: An amount paid to Us by the Owner or on the Owner's behalf as consideration for the benefits provided by this Policy.

Premium Expense Load: The percentage charge applied to Premium. See Section 1.

Specified Face Amount: The amount of life insurance coverage under the base Policy and specified as such in Section 1.

Sub-Accounts: Accounts into which the assets of the Variable Account are divided.

Target Premium: The amount of Premium specified as such in Section 1. The Premium Expense Load and Deferred Expense Load on Policy Year 1 Premium deduction varies depending on whether Premiums paid in a given Policy Year are below, equal to or above Target Premium.

Unit: A unit of measurement that We use to calculate the value of Your investment in each Sub-Account.

Unit Value: The value of each Unit of a Sub-Account, as determined by Us.

Valuation Date: A day that the New York Stock Exchange (or its successor; or, if the securities in which the assets of the Sub-Account are invested are not traded on the New York Stock Exchange, any principal exchange on which such securities are traded), We and, with respect to a Sub-Account, the relevant Fund are open for business. At a minimum, a Valuation Date will occur once each Policy Month. We will determine Unit Values for each Valuation Date as of the close of the New York Stock Exchange on that Valuation Date.

Valuation Period: The period of time from one Valuation Date to the next subsequent Valuation Date.

Variable Account: A separate account of the Company consisting of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets of the Company as specified in Section 1.

We, Our and Us: Sun Life Assurance Company of Canada (U.S.).

You and Your: In this Policy, You and Your refer to the Owner of this Policy. In the Application, You and Your refer to the proposed Insured.

4. GENERAL PROVISIONS

Entire Contract. Your entire contract with Us consists of this Policy, including the attached copy of the Application, and any attached copies of supplemental applications for increases in the Total Face Amount, any riders and any endorsements. Any illustrations prepared in connection with this Policy do not form a part of Our contract with You and are intended solely to provide information about possible future performance, based solely upon data available at the time such illustrations are prepared.

Alteration. Sales representatives do not have the authority to alter or modify this Policy or to waive any of its provisions. The only persons with this authority are Our president, actuary, secretary or one of Our vice presidents.

Modification. Upon written notice to You, We may modify this Policy if such modification (1) is necessary to make this Policy, or the Variable Account or the Fixed Account comply with any law or regulation issued by a governmental agency to which the Company, or the Variable Account or the Fixed Account is subject; or (2) is necessary to assure continued qualification of this Policy under the Internal Revenue Code or other federal or state laws as a life insurance policy; or (3) is necessary to reflect a change in the operation of the Variable Account or the Sub-Accounts; or (4) adds, deletes or otherwise changes Investment Options. We also reserve the right to modify certain provisions of this Policy as stated in those provisions. In the event of any such modification, We may make appropriate amendment to this Policy to reflect such modification.

Assignments. During the lifetime of the Insured, You may assign all or some of Your rights under this Policy. All assignments must be filed at Our Principal Office and must be in a form satisfactory to Us. The assignment will then be effective as of the date You signed the form, subject to any action taken before it was recorded by Us at Our Principal Office. We are not responsible for the validity or legal effect of any Assignment. Neither this Policy nor any of Your rights or those of a Beneficiary under it may be assigned or transferred without Our permission.

Conversion. You may convert this Policy into a flexible premium universal life policy offered by Sun Life Assurance Company of Canada during the first 24 months after the Issue Date while this Policy is in force. Choice of a new policy is subject to Our approval and will be restricted to those policies that offer the same Class as this Policy. The new policy will be issued with the same Class as this Policy without evidence of the Insured's insurability. The conversion provision does not apply to any riders or supplemental benefits that may be attached to this Policy. Riders or supplemental benefits will terminate automatically when this Policy is converted.

Nonparticipating. This Policy does not pay dividends and will not share in any surplus earnings of the Company.

Misstatement of Age or Sex (Non-Unisex Policy). If the age or Sex (in the case of a Non-Unisex Policy) of the Insured is stated incorrectly in the Application, the amounts payable by Us will be adjusted as follows:

• Misstatement discovered at death: The Death Benefit will be recalculated to that which would be purchased by the most recently charged Monthly Cost of Insurance Rate for the correct age or sex (for a Non-Unisex Policy).

• Misstatement discovered prior to death: The Account Value will be recalculated from the Issue Date using the Monthly Cost of Insurance Rates based on the correct age or sex (for a Non-Unisex Policy).

If Your Policy is Unisex, it is so indicated in Section 1.

Suicide. If the Insured, whether sane or insane, commits suicide within two years after the Issue Date, We will not pay any part of the Policy Proceeds. We will refund You the greater of (a) or (b) where:

1. is the Cash Surrender Value; and
2. is the Premiums paid, less the amount of any Policy Debt and less any Partial Surrenders.

Incontestability. All statements made in the Application or in a supplemental application are representations and not warranties. We relied and will rely on these statements when approving the issuance, increase in Total Face Amount, increase in Death Benefit over Premium paid, or change in Death Benefit Option of this Policy. No statement can be used by Us in defense of a claim unless the statement was made in the Application or in a supplemental application. In the absence of fraud, after this Policy has been in force during the lifetime of the Insured for a period of two years from its Issue Date, We cannot contest it except for non-payment of Premiums in accordance with the Insufficient Value provision of Section 8. However, any increase in the Total Face Amount which is effective after the Issue Date will be incontestable only after such increase has been in force during the lifetime of the Insured for two years from the Effective Date of Coverage of such increase. Any increase in Death Benefit over Premium paid or increase in Death Benefit due to a Death Benefit Option change will be incontestable only after such increase has been in force during the lifetime of the Insured for two years from the date of the increase.

Report to Owner. We will send You a report at least once each Policy Year. The report will show current Policy values, Premiums paid, and deductions made since the last report. It will also show the balance of any Policy Debt. There is no charge for this report.

Illustrations. Upon request, We will provide You with an illustration of future Account Value and Death Benefits. This illustration will be furnished to You for a nominal fee not to exceed $25.

Owner and Beneficiary. The Owner is as stated in Section 1. The Owner has the sole and absolute power to exercise all rights and privileges under this Policy without the consent of any other person unless You provide otherwise by written notice. The Beneficiary has no rights under this Policy until the death of the Insured. A Beneficiary is any person or entity, named in Our records as the proper recipient of the Policy Proceeds. You may change a Beneficiary by sending notice in a form satisfactory to Us. If there is no Beneficiary living when the Insured dies, We will pay the Policy Proceeds under this Policy to You. If You are also the Insured, the Policy Proceeds will be paid to Your estate. The Beneficiary designation in effect on the Policy Date is stated in the Application for this Policy.

5. THE VARIABLE ACCOUNT

The assets of the Variable Account shall be kept separate from Our other assets. We have the right to transfer to the General Account any assets of the Variable Account which are in excess of the reserves and other Policy liabilities of the Variable Account. Although the assets maintained in the Variable Account will not be charged with any liabilities arising out of any other business conducted by Us, all obligations arising under this Policy, including the promise to make all benefit payments, are Our general corporate obligations.

At Our election, and subject to any necessary vote by those having voting rights, the Variable Account may be operated as a unit investment trust or a management company under the Investment Company Act of 1940. It may be registered under the Investment Company Act of 1940 or de-registered in the event registration is no longer required. In the event of any change in the operation of the Variable Account pursuant to this provision, We may make appropriate amendment to this Policy to reflect the change and take such other action as may be necessary and appropriate to effect the change.

Fixed Account. The Fixed Account represents the portion of the Account Value funded by assets invested in the General Account. The guaranteed interest crediting rate is specified in Section 1 of this Policy. Interest in excess of the guaranteed rate may be applied to the amount in the Fixed Account at such increased rates and in such manner as We may determine, based on Our expectations of future experience with respect to interest, mortality costs, persistency, expenses, taxes, as well as size, timing and frequency of deposits. Interest credited will be computed on a compound interest basis.

Sub-Accounts. The assets of the Variable Account are divided into Sub-Accounts. Each Sub-Account invests exclusively in a Fund. Income, gains and losses, whether or not realized, from the assets of each Sub-Account are credited or charged against that Sub-Account without regard to income, gains or losses in other Sub-Accounts of the Variable Account. All amounts allocated to the Variable Account will be used to purchase shares of one or more of the Funds, as You designate. Deductions and surrenders from the Variable Account will, in effect, be made by redeeming the number of Fund shares at net asset value equal in total value to the amount to be deducted. The Variable Account will be fully invested in Fund shares at all times.

The Sub-Accounts available under this Policy are further described in supplementary materials.

Addition, Deletion or Substitution of Investments. Shares of any or all of the Funds may not always be available for purchase by the Sub-Accounts of the Variable Account, or We may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Fund shares already purchased by the Variable Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the Securities and Exchange Commission. In addition, the investment policies of the separate account will not be changed without the approval of the Insurance Commissioner of the State of Delaware. We also reserve the right to eliminate or combine existing Sub-Accounts or to transfer assets between Sub-Accounts upon a Sub-Account elimination or combination. In the event of a substitution or other act pursuant to this provision, We may make appropriate amendment to this Policy to reflect the substitution.

Transfers Between Investment Options. Subject to Our rules as they may exist from time to time and to any limits that may be imposed by the Funds, You may at any time transfer to another Sub-Account, or to the Fixed Account, all or a portion of the Account Value allocated to a Sub-Account. We will make transfers pursuant to an authorized request received at Our Principal Office.

All tTransfers privileges are subject to Our consent. We reserve the right to impose limitations on transfers, including, but not limited to: (1) the minimum amount that may be transferred; (2) the frequency of transfers; and (32) the minimum amount that may remain in a Sub-Account following a transfer from that Sub-Account.

In any Policy Year, transfers from the Fixed Account to another Sub-Account in the Variable Account are limited to the greater of (a) or (b) where:

(a) is the Transfer Percentage multiplied by the greatest amount in the Fixed Account during the Transfer Period; and

(b) is the Transfer Minimum as specified in Section 1.

6. PREMIUMS

All Premium payments are payable to Us and should be sent to Our Principal Office.

Planned Periodic Premiums. While You are not required to make subsequent Premium payments according to a fixed schedule, You may select a planned periodic Premium schedule and corresponding billing period, subject to Our Premium limits. Except as otherwise provided herein, the billing period must be annual or semi-annual. We will send You reminder notices for the planned periodic Premium at each billing period as specified in Section 1 unless reminder notices have been suspended as described below.

You are not required to pay the planned periodic Premium. You may increase or decrease the planned periodic Premium subject to Our limits. You may skip a planned payment or make unscheduled payments. Unscheduled payments are subject to Our approval. You may change Your planned payment schedule or the billing period, subject to Our approval. Depending on the investment performance of the Investment Options You select, the planned periodic Premium may not be sufficient to keep this Policy in force. You may need to make additional payments in order to prevent termination of Your Policy. We will suspend reminder notices at this request, and We reserve the right to suspend reminder notices if Premiums are not being paid (except for notices in connection with the grace period). We will notify You prior to suspending reminder notices.

Premium. We reserve the right to limit the number of Premium payments We accept on an annual basis. No Premium payment may be less than $100 without Our consent, although We will accept a smaller Premium payment if it is necessary to keep this Policy in force. We reserve the right not to accept a Premium payment that causes the Death Benefit to increase by an amount that exceeds the Premium received. Evidence of insurability satisfactory to Us may be required before We accept such a Premium.

Premium Expense Loads. The Premium Expense Load and Deferred Expense Load on Policy Year 1 Premium will not be greater than as specified in Section 1. The Loads will be determined by Us from time to time based on Our expectations of future experience with respect to persistency, interest rates, expenses, profit and taxes.

Allocation of Net Premium. Except as otherwise provided herein, Net Premium will be allocated to the Investment Options in accordance with the allocation percentages specified by You, subject to special provisions applicable during the Free Look Period. For any Premium received during the Free Look Period, We will allocate the Net Premium to the Sub-Account that invests exclusively in shares of the money market Portfolio. Account Value in the money market Sub-Account will be transferred to the Investment Options in accordance with the allocation percentages specified by You when this period expires. While there are no limitations concerning the number of Investment Options to which Net Premium may be allocated, We reserve the right to impose minimum allocation amounts, as determined by the Fund, for any or all Investment Options.

You may change the allocation percentages at any time pursuant to a request submitted to Our Principal Office in a form acceptable to Us.

An allocation change will be effective as of the date We receive the request for that change provided that it is received on a Valuation Day before the close of the New York Stock Exchange. If a request is received on a day that is not a Valuation Day or after the close of the New York Stock Exchange on a Valuation Day it will become effective on the next Valuation Day.

Modified Endowment Contract. At the time a Premium is received that would, in Our opinion, cause this Policy to become a modified endowment contract based on Our reasonable interpretation of Section 7702A of the Internal Revenue Code, We will so notify You or Your sales representative within one Business Day, and will not credit the Premium unless We have received specific instructions to do so. Any such Premium received will be held, for a period of time no greater than 90 days, in a non-interest bearing account. This Premium will be refunded at the end of the 90-day period if we have not, at that time, received specific instruction from You or Your sales representative concerning the Premium.

7. DEATH BENEFIT

Death Benefit Compliance Test. The Death Benefit compliance test is the cash value accumulation test.

Death Benefit and Death Benefit Option. The Death Benefit depends upon the Death Benefit Option in effect at the time of the Insured's death. The Death Benefit Option in effect on the Issue Date is specified in Section 1. The three options are:

Option A - Specified Face Amount. The Death Benefit is the greater of the Specified Face Amount, or the Gross Cash Surrender Value multiplied by the applicable Death Benefit Percentage, as specified in Section 1.

Option B - Specified Face Amount plus Gross Cash Surrender Value. The Death Benefit is the greater of the Specified Face Amount plus Gross Cash Surrender Value, or the Gross Cash Surrender Value multiplied by the applicable Death Benefit Percentage, as specified in Section 1.

Option C - Specified Face Amount plus cumulative Premiums Paid. The Death Benefit is the greater of the Specified Face Amount plus the sum of all Premium payments less any Partial Surrenders, or the Gross Cash Surrender Value multiplied by the applicable Death Benefit Percentage, as specified in Section 1.

On any Monthly Anniversary Day where the Death Benefit is defined as the Gross Cash Surrender Value multiplied by the applicable Death Benefit Percentage, and the Death Benefit less the Gross Cash Surrender Value exceeds the greater of (1) the Total Face Amount and (2) the Death Benefit less the Gross Cash Surrender Value on the prior Monthly Anniversary Day, We reserve the right to distribute Account Value to You as a Partial Surrender to the extent necessary so that the Death Benefit less the Gross Cash Surrender Value does not exceed the greater of (1) and (2) above.

The Policy Proceeds will be paid as they become due upon the death of the Insured. If the Insured dies while this Policy is in force, We will make a lump sum payment when We receive Due Proof of that death. Through the Insured's Attained Age 100, the Death Benefit used to determine Policy Proceeds is based on the Death Benefit Option, the Specified Face Amount and Gross Cash Surrender Value in effect on the date of death. After the Insured's Attained Age 100, the Death Benefit will be equal to the Gross Cash Surrender Value.

You should note that this Policy may not qualify as life insurance after the Insured's Attained Age 100, which may result in adverse tax consequences. You should consult your tax advisor prior to continuing this Policy beyond the Insured's Attained Age 100.

Changes in Specified Face Amount. You may change the Specified Face Amount. You must send Your request for a change to Our Principal Office, in writing. If We approve the changes, each such change will be effective on the Effective Date of Coverage for the change.

Decreases in Specified Face Amount. The Specified Face Amount may not decrease to less than the Minimum Specified Face Amount specified in Section 1. A decrease in Specified Face Amount may not decrease this Policy's Total Face Amount to an amount less than the Minimum Total Face Amount specified in Section 1. A decrease in Specified Face Amount will be applied to the initial Specified Face Amount and to each increase in Specified Face Amount in the following order:

· first, to the most recent increase;

· second, to the next most recent increases, in reverse chronological order; and

· finally, to the initial Specified Face Amount.

Increases in Specified Face Amount. An increase in the Specified Face Amount is subject to Our underwriting rules in effect at the time of the increase. You may be required to submit evidence of the Insured's insurability satisfactory to Us.

Changes in the Death Benefit Option. Changes in the Death Benefit Option are subject to Our underwriting rules in effect at the time of the change. Requests for a change in the Death Benefit Option must be made in writing to Our Principal Office. The effective date of the change will be the Policy Anniversary on or next following the date We approve Your request.

8. ACCOUNT VALUE

Account Value. The Account Value varies depending upon the Net Premium, Deferred Expense Load on Policy Year 1 Premium, Mortality and Expense Risk Percentage deductions, Monthly Expense Charges, Monthly Cost of Insurance charges, Policy loans, loan repayments, Partial Surrenders, fees and the Net Investment Factor for the Sub-Accounts to which Your Account Value is allocated.

We measure the amounts in the Sub-Accounts in terms of Units and Unit Values. On any given date, the amount You have in a Sub-Account is equal to the Unit Value multiplied by the number of Units credited to You in that Sub-Account. Amounts allocated to a Sub-Account will be used to purchase Units of that Sub-Account. Units are redeemed when You make Partial Surrenders, undertake Policy loans or transfer amounts from a Sub-Account, and for payment of the mortality and expense risk charge, the Monthly Expense Charge, the Monthly Cost of Insurance charge and the Deferred Expense Load on Policy Year 1 Premium. The number of Units of each Sub-Account purchased or redeemed is determined by dividing the dollar amount of the transaction by the Unit Value for the Sub-Account. The Unit Value for each Sub-Account is established by Us for the first Valuation Date. The Unit Value for any subsequent Valuation Date is equal to the Unit Value for the preceding Valuation Date multiplied by the Net Investment Factor (determined as provided below). The Unit Value of a Sub-Account for any Valuation Date is determined as of the close of the Valuation Period ending on that Valuation Date.

Transactions are processed on the date We receive a Premium at Our Principal Office or any acceptable request is received at Our Principal Office. If Your Premium or request is received on a date that is not a Valuation Date, or after the close of the New York Stock Exchange on a Valuation Date, the transaction will be processed on the next subsequent Valuation Date.

The Account Value for Investment Options on the Investment Start Date equals:

· that portion of Net Premium received and allocated to Investment Options, less

· the Monthly Expense Charges due on the Issue Date and subsequent Monthly Anniversary Days through the Investment Start Date, less

· the Monthly Cost of Insurance deductions due from the Issue Date through the Investment Start Date.

The Account Value for Investment Options on subsequent Valuation Dates is equal to:

· the Account Value attributable to each Sub-Account on the preceding Valuation Date multiplied by that Sub-Account's Net Investment Factor, less the Daily Risk Percentage multiplied by the number of days in the Valuation Period multiplied by the Account Value in the Sub-Account, plus

· the value of the Fixed Account on the preceding Valuation Date, accrued at interest, plus

· that portion of Net Premium received and allocated to each Investment Option during the current Valuation Period, plus

· that portion of any loan repayment allocated to any Investment Option during the current Valuation Period, plus

• if that day is an Policy Anniversary, any amount transferred to an Investment Option by which the Account Value in the Loan Account exceeds the outstanding Policy loan, less

• that portion of any Partial Surrender deducted from each Investment Option during the current Valuation Period, less

· that portion of any Policy loan transferred from each Investment Option to the Loan Account during the current Valuation Period, less

• if an Anniversary occurs during the current Valuation Period, that portion of the Deferred Expense Load on Policy Year 1 Premium charged to each Investment Option, less

· if a Monthly Anniversary Day occurs during the current Valuation Period, that portion of the Monthly Expense Charge due for the Policy Month just beginning charged to each Investment Option, less

· if a Monthly Anniversary Day occurs during the current Valuation Period, that portion of the Monthly Cost of Insurance for the Policy Month just ending charged to each Investment Option, less

· if You surrender during the current Valuation Period, that portion of the pro-rata Monthly Cost of Insurance for the Policy Month charged to each Investment Option.

Net Investment Factor. The Net Investment Factor for each Sub-Account for any Valuation Period is determined by dividing (1) by (2) where:

(1) is the net result of:

(I) the net asset value of a Fund share held in the Sub-Account determined as of the end of the Valuation Period, plus

(II) the amount of any dividend or other distribution declared on amounts held in the Sub-Account if the "ex-dividend" date occurs during the Valuation Period, which for some assets will not be credited with investment experience until the dividend is paid, plus or minus

(III) a credit or charge with respect to any taxes reserved for by Us, or paid by Us if not previously reserved for, during the Valuation Period which are determined by Us to be attributable to the operation of the Sub-Account; and

(2) is the net asset value of a Fund share held in the Sub-Account determined as of the end of the preceding Valuation Period.

Loan Account. The Loan Account is an account established for this Policy, the value of which is the principal amount of any outstanding Policy loan against this Policy, plus credited interest thereon.

The Account Value in the Loan Account is zero on the Investment Start Date.

The Account Value in the Loan Account on subsequent Valuation Dates equals:

· the Account Value in the Loan Account on the preceding day credited with interest at the Interest Credited on Loan Account rate specified in Section 1, plus

· any amount transferred from any Investment Option to the Loan Account for Policy loans requested on that day, less

· any loan repayments made on that day, less

· if that day is an Policy Anniversary, any amount transferred to an Investment Option by which the Account Value in the Loan Account exceeds the outstanding Policy loan.

Daily Risk Percentage, Monthly Expense Charge and Deferred Expense Load on Policy Year 1 Premium. These deductions will be determined by Us from time to time based on, among other factors, Our expectations of future experience with respect to interest, mortality experience, persistency, expenses, profit and taxes. However, these deductions will not be greater than that specified in Section 1.

Monthly Cost of Insurance. We deduct a Monthly Cost of Insurance charge from Your Account Value to cover anticipated costs of providing insurance coverage. This charge is made, in arrears, at the end of each Policy Month. If You Surrender this Policy on any day other than a Monthly Anniversary Day, a pro-rata charge will be made.

The Monthly Cost of Insurance equals the sum of (1), (2) and (3) where

(1) is the Monthly Cost of Insurance Rate (described below) multiplied by the net amount at risk divided by 1,000. The net amount at risk equals the Death Benefit at the end of the Policy Month before the deduction of the Monthly Cost of Insurance less the Gross Cash Surrender Value at the end of the Policy Month before the deduction of the Monthly Cost of Insurance;

(2) is the monthly rider cost for any riders which are a part of this Policy (with the monthly rider cost as described in the rider itself); and

(3) is the Flat Extra specified in Section 1 of this Policy, times the Total Face Amount divided by 1000, if applicable.

The Account Value deduction occurs first to the initial Total Face Amount and second to successive increases.

Monthly Cost of Insurance Rates. The Monthly Cost of Insurance Rates are based on the length of time this Policy has been in force, the Insured's Sex (in the case of Non-Unisex Policies), Issue Age and Class. The Monthly Cost of Insurance Rates will be determined by Us from time to time based on, among other factors, Our expectations of future experience with respect to interest, mortality experience, persistency, expenses, profit and taxes. However, the Monthly Cost of Insurance Rates will not be greater than those shown in Section 2.

Basis of Computation. Guaranteed Maximum Monthly Cost of Insurance Rates are based on the Guaranteed Mortality Tables specified in Section 1. We have filed a detailed statement of Our methods for computing Account Value with the insurance department in the jurisdiction where this Policy is delivered.

Directed Deductions. You may allocate the mortality and expense risk charge, the Monthly Expense Charge, Deferred Expense Load on Policy Year 1 Premium or the Monthly Cost of Insurance deductions among Investment Options. The deductions will be allocated among the selected Investment Options in the same proportion that the Account Value attributable to each of those Investment Options bears to the aggregate value of the Account Value in all Investment Options selected. If You do not specify the allocation, or to the extent the aggregate value of the Account Value in all Investment Options selected is less than the deduction, deductions will be allocated among Investment Options in the same proportion that the Account Value attributable to each Investment Option bears to the total Account Value less the Loan Account immediately prior to the deduction.

Insufficient Value. If, on a Valuation Date, the Account Value less the outstanding Policy Debt is less than or equal to zero, then this Policy will terminate for no value, subject to the Grace Period provision.

Grace Period. If, on a Valuation Date, this Policy would terminate by reason of insufficient value, We would allow a grace period. This grace period will allow 61 days from that Valuation Date for the payment of a Premium sufficient to cover the deductions from the Account Value. Notice of Premium due will be mailed to Your last known address or the last known address of any assignee of record. We will assume that Your last known address is the address shown on the Application (or notice of assignment), unless We receive notice of a change in address in a form satisfactory to Us. If the Premium due is not paid within 61 days after the beginning of the Grace Period, then this Policy will terminate without value at the end of the 61 day period. This Policy will continue to remain in force during this Grace Period. If the Policy Proceeds become payable by Us during the Grace Period, they will be reduced by any overdue deductions.

Splitting Units. We reserve the right to split or combine the value of Units. In effecting any such change, strict equity will be preserved and no change will have a material effect on the benefits or other provisions of this Policy.

Account Value after Attained Age 100. If this Policy is in force beyond the Insured's Attained Age 100, the Account Value of this Policy will be determined in the same manner as it was prior to the Insured's Attained Age 100, except that we will not deduct for Monthly Cost of Insurance charges. We will not accept any more Premium payments after the Insured's Attained Age 100.

9. POLICY BENEFITS

Benefits at Death. The Policy Proceeds will be paid in one lump sum payment as they become due upon the death of the Insured and while this Policy is in force, in accordance with Section 7.

Payment of Claims. When this Policy becomes a claim by death of the Insured, settlement will be made within two months after receipt of Due Proof of death.

Surrender. You may Surrender this Policy for the Cash Surrender Value at any time.

Partial Surrender. You may make a Partial Surrender of this Policy once each Policy Year after the first Policy Year by request to Our Principal Office, in a form satisfactory to Us. The maximum amount of any Partial Surrender is the Account Value decreased by the balance of any outstanding Policy Debt. Unless You provide evidence satisfactory to Us that the Insured is still insurable, the Total Face Amount will be reduced to the extent necessary so that (1) does not exceed (2) where

(1) is the Death Benefit increased by the amounts payable under supplemental benefits less the Account Value immediately after the Partial Surrender; and

(2) is the Death Benefit increased by the amounts payable under supplemental benefits less the Account Value immediately before the Partial Surrender.

If You provide such evidence, You will have the option of keeping the Death Benefit equal to what it was immediately prior to the Partial Surrender. The Specified Face Amount remaining in force after the Partial Surrender must be no lower than the Minimum Specified Face Amount shown in Section 1. A Partial Surrender may not decrease this Policy's Total Face Amount shown in Section 1 to an amount less than the Minimum Total Face Amount shown in Section 1.

Allocation of Partial Surrender. You may allocate the Partial Surrender among the Investment Options. However, We reserve the right to restrict Partial Surrenders from the Fixed Account. If You do not specify the allocation, then the Partial Surrender will be allocated among Investment Options in the same proportion that the Account Value attributable to each Investment Option bears to the total Account Value less the Loan Account immediately prior to the Partial Surrender.

Policy Loan. You may request a Policy loan of up to the following:

Policy's Account Value, decreased by the sum of (a) and (b) where

1. is the amount of any outstanding Policy Debt on the date the Policy loan is made
2. is the sum of the projected monthly deductions, described in Section 8,to the next

Policy Anniversary.

Account Value equal to the Policy loan will be transferred from the Investment Options to the Loan Account on the date the Policy loan is made. You may allocate the Policy loan among the Investment Options; however, We reserve the right to restrict loans from the Fixed Account. If You do not specify the allocation, then the Policy loan shall be allocated among the Investment Options in the same proportion that the Account Value attributable to each Investment Option bears to the total Account Value less the Loan Account immediately prior to the Policy Loan.

Interest on the Policy loan will accrue daily at the Policy Loan Interest Rate specified in Section 1. This interest shall be due and payable to Us in arrears on each Policy Anniversary. Any unpaid interest will be added to the principal amount as an additional Policy loan and will bear interest at the same rate and in the same manner as the prior Policy loan.

All amounts paid by You that We receive will be credited to Your Policy as Premium unless We have received notice, in form satisfactory to Us, that the amounts paid are for loan repayment. Loan repayments will first reduce the outstanding balance of the Policy loan and then accrued but unpaid interest on such loans. We will accept repayment of any Policy loan at any time while this Policy is in force . The amount of the loan repayment up to the outstanding balance of the Policy loan will be transferred from the Loan Account to the Investment Options. You may allocate the loan repayment among the Investment Options. If You do not specify the allocation, then the loan repayment shall be allocated among the Investment Options in the same proportion that the Account Value of each Investment Option bears to the total Account Value less the Loan Account immediately prior to the loan repayment. We may require that loan repayments, up to the amount of the loan allocated to the Fixed Account, first be allocated back to the Fixed Account.

Deferral of Payment. We will usually pay any amount due from the Variable Account within seven days after the Valuation Date following Our receipt of notice, in a form acceptable to Us, giving rise to such payment or, in the case of death of the Insured, of Due Proof of such death. Payment of any amount payable from the Variable Account on death, Surrender, Partial Surrender or Policy loan may be postponed whenever:

· the New York Stock Exchange ("NYSE") is closed other than customary weekend and holiday closing, or trading on the NYSE is otherwise restricted,

· the Securities and Exchange Commission or other regulatory agency with jurisdiction, by order, permits postponement for the protection of Policy Owners, or

· an emergency exists as determined by the Securities and Exchange Commission, as a result of which disposal of securities is not reasonably practicable, or it is not reasonably practicable to determine the value of the assets of the Variable Account.

We reserve the right to defer payment of any portion of the Cash Surrender Value, Policy loan or Partial Surrender payable from the Fixed Account for a period not exceeding six months from the date We receive Your request.

Termination. This Policy terminates on the earlier of the date We receive Your request to Surrender, the expiration date of the Grace Period due to insufficient value or the date of death of the Insured.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) U.S Headquarters Office:

One Sun Life Executive Park

Wellesley Hills, MA 02481

Head Office:

Toronto, Canada

Flexible Premium Variable Universal Life Insurance Policy

Nonparticipating