PROSPECTUS

497 1 accex.htm PROSPECTUS PROSPECTUS

April 30, 2002

FUTURITY ACCOLADE

Sun Life Assurance Company of Canada (U.S.) and Sun Life of Canada (U.S.) Variable Account F offer the flexible payment deferred annuity contracts and certificates described in this Prospectus to groups and individuals.

You may choose among a number of variable investment options and fixed interest options, depending upon when you purchased your Contract. The variable options are Sub-Accounts in the Variable Account, each of which invests in shares of one of the following mutual funds or series thereof (the "Funds"):

You can allocate your money among Sub-Accounts investing in the following Funds:

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AIM Variable Insurance Funds	MFS/Sun Life Series Trust
AIM V.I. Capital Appreciation Fund	MFS/Sun Life Capital Appreciation - S Class
AIM V.I. Growth Fund	MFS/Sun Life Emerging Growth - S Class
AIM V.I. Core Equity Fund	MFS/Sun Life Government Securities - S Class
AIM V.I. International Growth Fund	MFS/Sun Life High Yield - S Class
AIM V.I. Premier Equity Fund	MFS/Sun Life Massachusetts Investors Growth Stock - S Class
The Alger American Fund	MFS/Sun Life Massachusetts Investors Trust - S Class
Alger American Growth Portfolio*	MFS/Sun Life New Discovery - S Class
Alger American Income & Growth Portfolio*	MFS/Sun Life Total Return - S Class
Alger American Small Capitalization Portfolio*	MFS/Sun Life Utilities - S Class
Alliance Variable Products Series Fund, Inc.	Rydex Variable Trust
Alliance VP Premier Growth Fund	Rydex VT Nova Fund
Alliance VP Technology Fund	Rydex VT OTC Fund
Alliance VP Growth and Income Fund	OCC Accumulation Trust
Alliance VP Worldwide Privatization Fund	OCC Equity Portfolio***
Alliance VP Quasar Fund	OCC Managed Portfolio***
Goldman Sachs Variable Insurance Trust	OCC Mid Cap Portfolio***
VIT CORE^SM Large Cap Growth Fund*	OCC Small Cap Portfolio***
VIT CORE^SM U.S. Equity Fund	Sun Capital Advisers Trust
VIT CORE^SM Small Cap Equity Fund**	SC^SM Alger Growth Fund
VIT Internet Tollkeeper Fund*	SC^SM Alger Income & Growth Fund
VIT Capital Growth Fund	SC^SM Alger Small Capitalization Fund
VIT Growth and Income Fund**	SC^SM Davis Financial Fund
VIT International Equity Fund**	SC^SM Davis Venture Value Fund
INVESCO Variable Investment Funds, Inc.	SC^SM INVESCO Energy Fund
INVESCO VIF Dynamics Fund	SC^SM INVESCO Health Sciences Fund
INVESCO VIF Small Company Growth Fund	SC^SM INVESCO Technology Fund
J.P. Morgan Series Trust II	SC^SM INVESCO Telecommunications Fund
JPMorgan International Opportunities Portfolio**	SC^SM Neuberger Berman Mid Cap Growth Fund
JPMorgan Small Company Portfolio**	SC^SM Neuberger Berman Mid Cap Value Fund
JPMorgan U.S. Disciplined Equity Portfolio**	SC^SM Value Equity Fund
Lord Abbett Series Fund, Inc.	SC^SM Value Managed Fund
Lord Abbett Series Fund Mid Cap Value	SC^SM Value Mid Cap Fund
Lord Abbett Series Fund Growth and Income	SC^SM Value Small Cap Fund
Lord Abbett Series Fund International	SC^SM Blue Chip Mid Cap Fund
Fidelity Variable Insurance Products Funds	SC^SM Investors Foundation Fund
Fidelity VIP Contrafund^(R) Portfolio	SC^SM Select Equity Fund
Fidelity VIP Growth Portfolio	Sun Capital^SM All Cap Fund
Fidelity VIP Overseas Portfolio	Sun Capital Investment Grade Bond Fund^(R)
	Sun Capital Money Market Fund^(R)
	Sun Capital Real Estate Fund^(R)

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* Not available for further investment beginning on May 1, 2002

** Not available to Contracts issued on or after May 1, 2001

*** Not available to Contracts issued on or after July 17, 2000

The fixed account options are available for specified time periods, called Guarantee Periods, and pay interest at a guaranteed rate for each period.

Please read this Prospectus and the Fund prospectuses carefully before investing and keep them for future reference. They contain important information about the Contracts and the Funds.

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We have filed a Statement of Additional Information dated April 30, 2002 (the "SAI") with the Securities and Exchange Commission (the "SEC"), which is incorporated by reference in this Prospectus. The table of contents for the SAI is on page 52 of this Prospectus. You may obtain a copy without charge by writing to us at the address shown below (which we sometimes refer to as our "Annuity Mailing Address") or by telephoning (888) 786-2435. In addition, the SEC maintains a website (http://www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding companies that file with the SEC.

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The Contracts are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Expenses associated with contracts offering a bonus credit may be higher than those associated with Contracts that do not offer a bonus credit. The bonus credit may be more than offset by the charges associated with the credit.

Any reference in this prospectus to receipt by us means receipt at the following address:

	Sun Life Assurance Company of Canada (U.S.)
	c/o Retirement Products And Services
	P.O. Box 9133
	Wellesley Hills, Massachusetts 02481

TABLE OF CONTENTS

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	PAGE
Special Terms		1
Product Highlights		1
Expense Summary		4
Summary of Contract Expenses		4
Underlying Fund Annual Expenses		5
Examples		9
Condensed Financial Information		14
The Annuity Contract		14
Communicating To Us About Your Contract		15
Sun Life Assurance Company of Canada (U.S.)		15
The Variable Account		15
Variable Account Options: The Funds		16
The Fixed Account		21
The Fixed Account Options: The Guarantee Periods		21
The Accumulation Phase		22
Issuing Your Contract		22
Amount and Frequency of Purchase Payments		22
Allocation of Net Purchase Payments		22
Your Account		22
Your Account Value		23
Purchase Payment Interest		23
Variable Account Value		24
Fixed Account Value		24
Transfer Privilege		25
Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates		26
Optional Programs		27
Withdrawals, Withdrawal Charge and Market Value Adjustment		28
Cash Withdrawals		28
Withdrawal Charge		29
Types of Withdrawals Not Subject to Withdrawal Charge		30
Market Value Adjustment		31
Contract Charges		32
Account Fee		32
Administrative Expense Charge		32
Mortality and Expense Risk Charge		32
Charges for Optional Death Benefit Riders		33
Premium Taxes		33
Fund Expenses		33
Modification in the Case of Group Contracts		33
Death Benefit		33
Amount of Death Benefit		33
The Basic Death Benefit		34
Optional Death Benefit Riders		34
Spousal Continuance		36
Calculating the Death Benefit		36
Method of Paying Death Benefit		37
Non-Qualified Contracts		37
Selection and Change of Beneficiary		37
Payment of Death Benefit		37
Due Proof of Death		38
The Income Phase -- Annuity Provisions		38
Selection of the Annuitant or Co-Annuitant		38
Selection of the Annuity Commencement Date		38
Annuity Options		39
Selection of Annuity Option		39

Amount of Annuity Payments	40
Exchange of Variable Annuity Units	41
Account Fee	41
Annuity Payment Rates	41
Annuity Options as Method of Payment for Death Benefit	41
Other Contract Provisions	41
Exercise of Contract Rights	41
Change of Ownership	42
Voting of Fund Shares	42
Periodic Reports	43
Substitution of Securities	43
Change in Operation of Variable Account	43
Splitting Units	43
Modification	43
Discontinuance of New Participants	44
Reservation of Rights	44
Right to Return	44
Tax Considerations	44
U.S. Federal Income Tax Considerations	45
Deductibility of Purchase Payments	45
Pre-Distribution Taxation Of Contracts	45
Distributions and Withdrawals From Non-Qualified Contracts	45
Distributions and Withdrawals From Qualified Contracts	46
Withholding	46
Investment Diversification And Control	46
Tax Treatment of the Company and the Variable Account	47
Qualified Retirement Plans	47
Pension and Profit-Sharing Plans	47
Tax-Sheltered Annuities	47
Individual Retirement Accounts	48
Roth IRAs	48
Status of Optional Death Benefit Riders	48
Puerto Rico Tax Considerations	48
Administration of the Contracts	49
Distribution of the Contracts	49
Performance Information	49
Available Information	50
Incorporation of Certain Documents by Reference	51
State Regulation	51
Legal Proceedings	51
Accountants	52
Financial Statements	52
Table of Contents of Statement of Additional Information	52
Appendix A -- Glossary	A-1
Appendix B -- Withdrawals, Withdrawal Charges and the Market Value Adjustment	B-1
Appendix C -- Calculation of Basic Death Benefit	C-1
Appendix D -- Calculation of Earnings Enhancement Optional Death Benefit	D-1
Appendix E -- Calculation of Death Benefit When EEB and MAV and 5% Roll-Up Riders Are Selected	E-1
Appendix F -- Calculation of Earnings Enhancement Plus Optional Death Benefit	F-1
Appendix G -- Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit	G-1
Appendix H -- Calculation of Earnings Enhancement Plus With 5% Roll-Up Optional Death Benefit	H-1
Appendix I -- Calculation for Purchase Payment Interest (Bonus Credit)	I-1
Appendix J -- Condensed Financial Information - Accumulation Unit Values	J-1
Appendix K -- Investment Options and Expenses for Initial Class Shares	K-1

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SPECIAL TERMS

Your Contract is a legal document that uses a number of specially defined terms. We explain most of the terms that we use in this Prospectus in the context where they arise, and some are self-explanatory. In addition, for convenient reference, we have compiled a list of these terms in the Glossary included at the back of this Prospectus as Appendix A. If, while you are reading this Prospectus, you come across a term that you do not understand, please refer to the Glossary for an explanation.

PRODUCT HIGHLIGHTS

The headings in this section correspond to headings in the Prospectus under which we discuss these topics in more detail.

The Annuity Contract

The Futurity Accolade Fixed and Variable Annuity Contract provides a number of important benefits for your retirement planning. During the Accumulation Phase, you make Payments under the Contract and allocate them to one or more Variable Account or Fixed Account options. During the Income Phase, we make annuity payments to you or someone else based on the amount you have accumulated. The Contract provides tax-deferral so that you do not pay taxes on your earnings until you withdraw them. The Contract also provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by purchasing one or more of the optional death benefit riders.

The Accumulation Phase

Under most circumstances, you can buy the Contract with an initial Purchase Payment of $10,000 or more, and you can make additional Purchase Payments of at least $1,000 at any time during the Accumulation Phase. We will not normally accept a Purchase Payment if your Account Value is over $1 million or, if the Purchase Payment would cause your Account Value to exceed $1 million. In addition, we will credit your Contract with Purchase Payment Interest at a rate of 2% to 5% of each Purchase Payment based upon the interest rate option you choose when you apply for your Contract.

Variable Account Options: The Funds

You can allocate your Purchase Payments among Sub-Accounts investing in a number of Fund options. Each Fund is either a mutual fund registered under the Investment Company Act of 1940 or a separate series of shares of such a mutual fund. The investment returns on the Funds are not guaranteed. You can make or lose money. You can make transfers among the Funds and the Fixed Account Options.

The Fixed Account Options: The Guarantee Periods

You can allocate your Purchase Payments to the Fixed Account and elect to invest in one or more of the Guarantee Periods we make available from time to time. Each Guarantee Period earns interest at a Guaranteed Interest Rate that we publish. We may change the Guaranteed Interest Rate from time to time, but no Guaranteed Interest Rate will ever be less than the minimum guaranteed rate permitted by law. Once we have accepted your allocation to a particular Guarantee Period, we promise that the Guaranteed Interest Rate applicable to that allocation will not change for the duration of the Guarantee Period. We may offer Guarantee Periods of different durations or stop offering some Guarantee Periods. Once we stop offering a Guarantee Period of a particular duration, future allocations, transfers or renewals into that Guarantee Period will not be permitted.

Expense Summary

The Contract has insurance features and investment features, and there are costs related to each.

During the Accumulation Phase, we deduct a $35 Annual Account Fee, if your Account Value is less than $100,000 on your Account Anniversary. We will waive the Account Fee if your Contract was fully invested in the Fixed Account during the entire Account Year. After the fifth Contract Year, we may increase the fee, but it will never exceed $50.

We deduct a mortality and expense risk charge of 1.30% of the average daily value of the Contract invested in the Variable Account. We also deduct an administrative charge of 0.15% of the average daily value of the Contract invested in the Variable Account.

If you take more than a specified amount of money out of your Contract, we assess a withdrawal charge against each Purchase Payment withdrawn. The withdrawal charge (also known as a "contingent deferred sales charge") starts at 8% in the first Contract year and declines to 0% after seven years.

Currently, you can make 12 free transfers each year; however, we reserve the right to impose a charge of up to $15 per transfer.

If you elect one or more of the optional death benefit riders, we will deduct, during the Accumulation Phase, an additional charge from the assets of the Variable Account ranging from 0.15% to 0.40% of the average daily value of your Contract, depending upon which optional death benefit rider(s) you elected.

In addition to the charges we impose under the Contract, there are also charges (which include management fees and operating expenses) imposed by the Funds, which range from 0.65% to 1.45% of the average daily net assets of the Fund, depending upon which Fund(s) you have selected.

The Income Phase: Annuity Provisions

If you want to receive regular income from your annuity, you can select one of a several Annuity Options. Subject to the Maximum Annuity Commencement Date, you can choose to receive annuity payments from either the Fixed Account or from the available Variable Account options. If you choose to have any part of your annuity payments come from the Variable Account, the dollar amount of the payments may fluctuate with the performance of the Funds. You decide when your Income Phase will begin but, once it begins, you cannot change your choice of annuity payment options.

Death Benefit

If you die before the Contract reaches the Income Phase, the beneficiary will receive a death benefit. The amount of the death benefit depends upon your age on the Contract Date and whether you choose the basic death benefit or, for a fee, one or more of the optional death benefit rider. If you are 85 or younger on your Contract Date, the basic death benefit pays the greatest of your Account Value, your total Purchase Payments (adjusted for withdrawals), or your cash Surrender Value, all calculated as of your Death Benefit Date. If you are 86 or older on your Contract Date, the basic death benefit is equal to the Surrender Value. Subject to availability in your state, you may enhance the basic death benefit by electing one or more of the optional death benefit riders. You must make your election before the date on which your Contract becomes effective. The riders are only available if you are younger than 80 on the Contract Date. Any optional death benefit rider election may not be changed after your Contract is issued.

Withdrawals, Withdrawal Charge and Market Value Adjustment

You can withdraw money from your Contract during the Accumulation Phase. You may withdraw a portion of your Account Value each year without the imposition of a withdrawal charge. This "free withdrawal amount" equals the amount of all Purchase Payments made and not withdrawn prior to the last 7 Account Years plus the greater of (1) your Contract earnings in the prior Account Year and (2) 10% of all Purchase Payments made in the last 7 Account Years (including the current Account Year). All other Purchase Payments are subject to the withdrawal charge. Withdrawals made from the Fixed Account may also be subject to a Market Value Adjustment (see prospectus under "Market Value Adjustment"). You may also have to pay income taxes and tax penalties on money you withdraw.

Right to Return

Your Contract contains a "free look" provision. If you can cancel your Contract within 10 days after receiving it, we will send you, depending upon the laws of your state, either the full amount of all of your Purchase Payments or your Account Value as of the day we receive your cancellation request. (This amount may be more or less than the original Purchase Payment). We will not deduct a withdrawal charge or a Market Value Adjustment.

Tax Considerations

Your earnings are not taxed until you take them out. If you withdraw money during the Accumulation Phase, earnings come out first and are taxed as income. If you are younger than 59 1/2 when you take money out, you may be charged a 10% federal tax penalty.

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If you have any questions about your Contract or need more information, please contact us at:

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

          c/o Retirement Products and Services

          P. O. Box 9133

          Wellesley Hills, Massachusetts 02481

          Toll Free (888) 786-2435

EXPENSE SUMMARY

The purpose of the following table is to help you understand the costs and expenses that you will bear directly and indirectly under a Contract when you allocate money to the Variable Account. The table reflects expenses of the Variable Account as well as of each Fund. The table should be considered together with the narrative provided under the heading "Contract Charges" in this Prospectus, and with the Funds' prospectuses. In addition to the expenses listed below, we may deduct premium taxes, where required by state law.

SUMMARY OF CONTRACT EXPENSES

Transaction Expenses

Sales Load Imposed on Purchase Payments

$ 0

Deferred Sales Load (as a percentage of Purchase Payments withdrawn) (1)

Number of complete Account Years	Purchase Payment in Account
0-1	8%
1-2	8%
2-3	7%
3-4	7%
4-5	6%
5-6	5%
6-7	4%
7 or more	0%

Transfer Fee (2)		$15
Annual Account Fee per Contract or Certificate (3)		$50

Variable Account Annual Expenses (as a percentage of average Variable Account assets)

Mortality and Expense Risk Charge	1.30%
Administrative Expenses Charge	0.15%
Total Variable Annuity Annual Expenses	1.45%

Death Benefit Charge (if one or more of the optional death benefit riders is elected)

Rider(s) Elected(4)	% Of Average Daily Value
"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus MAV"	0.40%
"EEB Plus 5% Roll-Up"	0.40%

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(1)	A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after a Purchase Payment has been in your Account for 7 Account Years, it may be withdrawn free of the withdrawal charge.
(2)	Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. In addition, a Market Value Adjustment may be imposed on amounts transferred from or within the Fixed Account.
(3)	The annual Account Fee is currently $35. After the fifth Account Year, the fee may be changed annually, but it will never exceed $50.
(4)	The optional death benefit riders are defined under "Death Benefit."

UNDERLYING FUND ANNUAL EXPENSES¹

(numbers in brackets represent expenses before fee waivers or expense reimbursements)²

(as a percentage of Fund net assets)

	Management	Other Fund	12b-1 or	Total Annual
Fund	Fees	Expenses	Service Fees	Fund Expenses

AIM V.I. Capital Appreciation Fund	0.61%	0.24%		0.85%
AIM V.I. Growth Fund	0.62%	0.26%		0.88%
AIM V.I. Core Equity Fund (3)	0.61%	0.21%		0.82%
AIM V.I. International Growth Fund (3)	0.73%	0.32%		1.05%
AIM V.I. Premier Equity Fund (3)	0.60%	0.25%		0.85%
Alger American Growth Portfolio	0.75%	0.06%		0.81%
Alger American Income & Growth Portfolio	0.62%	0.10%		0.72%
Alger American Small Capitalization Portfolio	0.85%	0.07%		0.92%
Alliance VP Premier Growth Fund (4)	1.00%	0.04%	0.25%	1.29%
Alliance VP Technology Fund (4)	1.00%	0.08%	0.25%	1.33%
Alliance VP Growth and Income Fund (4)	0.63%	0.04%	0.25%	0.92%
Alliance VP Worldwide Privatization Fund (4)	0.46%	0.49%	0.25%	1.20% [1.93%]
Alliance VP Quasar Fund (4)	0.82%	0.13%	0.25%	1.20% [1.43%]
Goldman Sachs VIT CORE^SM Large Cap Growth Fund (5)	0.70%	0.20%		0.90% [1.39%]
Goldman Sachs VIT CORE^SM Small Cap Equity Fund (5)	0.75%	0.25%		1.00% [1.22%]
Goldman Sachs VIT CORE^SM U.S. Equity Fund (5)	0.70%	0.11%		0.81% [0.82%]
Goldman Sachs VIT Internet Tollkeeper Fund (5)	1.00%	0.25%		1.25% [3.47%]
Goldman Sachs VIT Capital Growth Fund (5)	0.75%	0.25%		1.00% [1.69%]
Goldman Sachs VIT Growth and Income Fund (5)	0.75%	0.25%		1.00% [1.17%]
Goldman Sachs VIT International Equity Fund (5)	1.00%	0.35%		1.35% [2.05%]
INVESCO VIF Dynamics Fund (6)	0.75%	0.33%		1.08%
INVESCO VIF Small Company Growth Fund (6)	0.75%	0.50%		1.25% [1.29%]
JPMorgan International Opportunities Portfolio(7)	0.60%	0.60%		1.20% [1.40%]
JPMorgan Small Company Portfolio (7)	0.60%	0.55%		1.15%
JPMorgan U.S. Disciplined Equity Portfolio (7)	0.35%	0.50%		0.85%
Lord Abbett Series Fund Mid Cap Value (8)	0.75%	0.10%	0.25%	1.10% [1.20%]
Lord Abbett Series Fund Growth and Income (8)	0.50%	0.22%	0.25%	0.97%
Lord Abbett Series Fund International (8)	1.00%	0.10%	0.25%	1.35% [6.15%]
Fidelity VIP Contrafund^(R) Portfolio (9)	0.58%	0.11%	0.25%	0.94%
Fidelity VIP Growth Portfolio (9)	0.58%	0.10%	0.25%	0.93%
Fidelity VIP Overseas Portfolio (9)	0.73%	0.20%	0.25%	1.18%
MFS/Sun Life Capital Appreciation - S Class	0.73%	0.05%	0.25%	1.03%
MFS/Sun Life Emerging Growth - S Class (10)	0.70%	0.06%	0.25%	1.01%
MFS/Sun Life Government Securities - S Class	0.55%	0.07%	0.25%	0.87%
MFS/Sun Life High Yield - S Class	0.75%	0.09%	0.25%	1.09%
MFS/Sun Life Massachusetts Investors Growth Stock - S Class (10)	0.75%	0.07%	0.25%	1.07%
MFS/Sun Life Massachusetts Investors Trust - S Class	0.55%	0.05%	0.25%	0.85%
MFS/Sun Life New Discovery - S Class	0.90%	0.07%	0.25%	1.22%
MFS/Sun Life Total Return - S Class	0.65%	0.05%	0.25%	0.95%
MFS/Sun Life Utilities - S Class	0.71%	0.07%	0.25%	1.03%
Rydex VT Nova Fund	0.75%	0.45%	0.25%	1.45%
Rydex VT OTC Fund	0.75%	0.45%	0.25%	1.45%
OCC Equity Portfolio (11)	0.80%	0.13%		0.93%
OCC Managed Portfolio (11)	0.78%	0.10%		0.88%
OCC Mid Cap Portfolio (11)	0.80%	0.20%		1.00% [1.15%]
OCC Small Cap Portfolio (11)	0.80%	0.10%		0.90%
SC^SM Alger Growth Fund (12)	0.75%	0.15%		0.90% [5.00%]
SC^SM Alger Income & Growth Fund (12)	0.62%	0.18%		0.80% [5.00%]
SC^SM Alger Small Capitalization Fund (12)	0.85%	0.15%		1.00% [5.00%]
SC^SM Davis Financial Fund (12)(13)	0.75%	0.15%		0.90% [2.72%]
SC^SM Davis Venture Value Fund (12)(13)	0.75%	0.15%		0.90% [1.28%]
SC^SM INVESCO Energy Fund (12)(14)	1.05%	0.20%		1.25% [5.24%]
SC^SM INVESCO Health Sciences Fund (12)(14)	1.05%	0.20%		1.25% [3.89%]
SC^SM INVESCO Technology Fund (12)(14)	1.05%	0.20%		1.25% [5.86%]
SC^SM INVESCO Telecommunications Fund (12)(14)	1.05%	0.20%		1.25% [8.84%]
SC^SM Neuberger Berman Mid Cap Growth Fund (12)(15)	0.95%	0.15%		1.10% [5.84%]
SC^SM Neuberger Berman Mid Cap Value Fund (12)(15)	0.95%	0.15%		1.10% [7.47%]
SC^SM Value Equity Fund (12)(16)	0.80%	0.10%		0.90% [3.97%]
SC^SM Value Managed Fund (12)(16)	0.80%	0.10%		0.90% [4.68%]
SC^SM Value Mid Cap Fund (12)(16)	0.80%	0.20%		1.00% [1.70%]
SC^SM Value Small Cap Fund (12)(16)	0.80%	0.20%		1.00% [2.06%]
SC^SM Blue Chip Mid Cap Fund (12)(17)	0.80%	0.20%		1.00% [1.26%]
SC^SM Investors Foundation Fund (12)(17)	0.75%	0.15%		0.90% [3.34%]
SC^SM Select Equity Fund (12)(17)	0.75%	0.15%		0.90% [1.50%]
Sun Capital^SM All Cap Fund (12)	0.70%	0.20%		0.90% [5.00%]
Sun Capital Investment Grade Bond Fund^(R) (12)	0.60%	0.15%		0.75% [0.95%]
Sun Capital Money Market Fund^(R) (12)	0.50%	0.15%		0.65% [0.74%]
Sun Capital Real Estate Fund^(R) (12)	0.95%	0.30%		1.25% [1.68%]

(1)	The information relating to Fund expenses was provided by the Funds and we have not independently verified it. You should consult the Fund prospectuses for more information about Fund expenses.

(2)	All expense figures are shown after expense reimbursements or waivers, except for the bracketed figures which show what the expense figures would have been absent reimbursement. All expense figures are based on actual expenses for the fiscal year ended December 31, 2001, except that (a) the expense figures shown for SC^SM Alger Growth Fund, SC^SM Alger Growth & Income Fund, SC^SM Alger Small Capitalization Fund, and Sun Capital^SM All Cap Fund are estimates for the year 2002 and (b) certain information relating to the Lord Abbett Series Fund has been restated to reflect the fees and expenses that will be applicable during 2002 as described in note (8) below. No actual expense figures are shown for the Funds listed in (a) because each of them commenced operations in either April or May of 2002, and, therefore, has less than 10 months of investment experience.

(3)	Effective May 1, 2002, the following Funds' names will change from AIM V.I. Growth and Income Fund, AIM V.I. International Equity Fund, and AIM V.I. Value Fund to AIM V.I. Core Equity Fund, AIM V.I. International Growth Fund, and AIM V.I. Premier Equity Fund, respectively.

(4)	For the year ended December 31, 2001, the investment advisor voluntarily agreed to waive fund expenses to the extent such expenses exceed the "Total Fund Annual Expenses" shown in the table.

(5)	The investment advisers to the following Goldman Sachs VIT Funds have voluntarily agreed to reduce or limit certain "Other Fund Expenses (excluding management fees, taxes, interest, and brokerage fees, litigation, indemnification, and other extraordinary expenses) to the extent such expenses exceed a certain percentage per annum of such Funds' average daily net assets:

Goldman Sachs VIT CORE^SM Large Capital Growth Fund	0.20%
Goldman Sachs VIT CORE^SM Small Cap Equity Fund	0.25%
Goldman Sachs VIT CORE^SM U.S. Equity Fund	0.20%
Goldman Sachs VIT Internet Tollkeeper	0.25%
Goldman Sachs VIT Capital Growth	0.25%
Goldman Sachs VIT Growth and Income Fund	0.25%
Goldman Sachs VIT International Equity Fund	0.35%

Fee waivers and expense reimbursements for the Goldman Sachs VIT Funds may be discontinued at any time.

(6)	The INVESCO VIF Dynamics and INVESCO VIF Small Company Growth Funds' actual "Other Fund Expenses" and "Total Annual Fund Expenses" were lower than the figures shown, because their custodian fees were reduced under an expense offset arrangement.

(7)	Through fiscal year 2002, an affiliate of the adviser has agreed to reimburse the Fund to the extent certain expenses exceed the following percentages of the Fund's average daily net assets:

JPMorgan U.S. Disciplined Equity Portfolio	0.85%
JPMorgan International Opportunities Portfolio	1.20%
JPMorgan Small Company Portfolio	1.15%

(8)	The information in the fee table relating to the Mid Cap Value and International Portfolios has been restated to reflect the fees and expenses that will be applicable during 2002. For the year ended December 31, 2001, Lord, Abbett & Co. voluntarily waived a portion of its management fees for the Mid Cap Value and International Portfolios and subsidized a portion of the Portfolios' expenses to the extent necessary to maintain the "Other Fund Expenses" and "12b-1or Services Fees" of each Portfolio at an aggregate of 0.35% of its average daily net assets. For the year 2002, Lord, Abbett & Co. does not intend to waive it management fees for the Mid Cap Value and International Portfolios but has contractually agreed to continue to reimburse a portion of the Portfolios' expenses to the extent necessary to maintain its "Other Fund Expenses" and "12b-1 or Service Fees" of each Portfolio at an aggregate of 0.35% of its average daily net assets.

(9)	The expenses shown are those of the Portfolio's Service Class 2. Actual annual operating expenses of the Fidelity Funds were lower than those shown in the table because a portion of the brokerage commissions that each Fund paid was used to reduce the Fund's expenses, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the Fund's custodian expenses. Fidelity may terminate these offsets at any time.

(10)	The MFS/SUN Life Series Trust has an expense offset arrangement which reduces the Fund's custodian fee based upon the amount of cash maintained by the Fund with its custodian and dividend disbursing agent, and may enter into such other arrangements and directed brokerage arrangement (which would also have the effect of reducing the Fund's expenses). Any such fee reductions are not reflected in the table. Had these fee reductions been taken into account, "Total Annual Fund Expenses" would have been lower for certain series:

MFS/Sun Life Emerging Growth - S Class	1.00%
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	1.06%

(11)	The management fee for the OCC Equity Portfolio, the OCC Managed Portfolio, the OCC Mid Cap Portfolio, and the OCC Small Cap Portfolio decreases to 0.75% as the average daily net assets of each Portfolio exceed $400 million, and decreases to 0.70% as the average daily net assets of each Portfolio exceed $800 million on an annual basis. Total Portfolio expenses for the OCC Equity, Managed, Mid Cap and Small Cap Portfolios are limited by the investment manager so that their respective annualized operating expenses (net of any expense offset) do not exceed 1.00% of average daily net assets. If such limitation were not in effect, the expenses for the OCC Mid Cap Portfolio for the year ended December 31, 2001 would have been 1.15%.

(12)	For the year ended December 31, 2001, the investment adviser waived all investment advisory fees of all Funds other than Sun Capital Investment Grade Bond Fund^(R), Sun Capital Money Market Fund^(R), Sun Capital Real Estate Fund^(R), SC^SM Davis Venture Value Fund, SC^SM Value Mid Cap Fund, SC^SM Blue Chip Mid Cap Fund, and SC^SM Select Equity Fund, for which the investment adviser waived a portion of its fees. Fee waivers and expense reimbursements for the Sun Capital Funds may be discontinued at any time. To the extent that the expense ratio of any Fund in the Sun Capital Advisers Trust falls below the Fund's expense limit, the Fund's adviser reserves the right to be reimbursed for management fees waived and Fund expenses paid by it during the prior two years. If the Securities and Exchange Commission approves Sun Life's pending application for an order to substitute shares of the SC^SM Alger Funds and SC^SM Value Funds for shares of certain other mutual funds held by Sun Life separate accounts that issue variable annuities and variable life insurance, then the investment adviser may contractually limit the "Management Fees" and reimburse the "Other Fund Expenses" of the SC^SM Alger Funds and SC^SMValue Funds for a period of two years from the date of the substitution.

(13)	The management fee for each of the SC^SM Davis Funds decreases to 0.70% as the daily net assets of each Fund exceed $500 million.

(14)	The management fee for each of the SC^SM INVESCO Funds decreases to 1.00% as the daily net assets of the Funds exceed $750 million.

(15)	The management fee for each of the SC^SM Neuberger Berman Funds decreases to 0.90% as the daily net assets of the Funds exceed $750 million.

(16)	The management fee for each of the SC^SM Value Funds decreases to 0.75% as the daily net assets of each Fund exceed $400 million, and decreases to 0.70% as the daily net assets of each Fund exceed $800 million.

(17)	The management fees for each of the SC^SM Blue Chip Mid Cap Fund, the SC^SM Investors Foundation Fund, and the SC^SM Select Equity Fund decreases to 0.75%, 0.70%, and 0.70% respectively, as the daily net assets of each Fund exceed $300 million.

EXAMPLES

If you surrender your Contract at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $35,000, and no optional death benefit riders have been elected:

	1 Year	3 Years	5 Years	10 Years

AIM V.I. Capital Appreciation Fund	$ 97	$139	$185	$285
AIM V.I. Growth Fund	97	140	186	288
AIM V.I. Core Equity Fund	96	138	183	282
AIM V.I. International Growth Fund	99	145	195	306
AIM V.I. Premier Equity Fund	97	139	185	285
Alger American Growth Portfolio	96	138	183	281
Alger American Income and Growth Portfolio	95	135	178	272
Alger American Small Capitalization Portfolio	98	141	188	292
Alliance VP Premier Growth Fund	101	153	207	330
Alliance VP Technology Fund	102	154	209	333
Alliance VP Growth and Income Fund	98	141	188	292
Alliance VP Worldwide Privatization Fund	100	150	203	321
Alliance VP Quasar Fund	100	150	203	321
Goldman Sachs VIT CORE^SM Large Cap Growth Fund	97	141	187	290
Goldman Sachs VIT CORE^SM Small Cap Equity Fund	98	144	193	301
Goldman Sachs VIT CORE^SM U.S. Equity Fund	96	138	183	281
Goldman Sachs VIT Internet Tollkeeper Fund	101	152	205	326
Goldman Sachs VIT Capital Growth Fund	98	144	193	301
Goldman Sachs VIT Growth and Income Fund	98	144	193	301
Goldman Sachs VIT International Equity Fund	102	155	210	335
INVESCO VIF Dynamics Fund	99	146	197	309
INVESCO VIF Small Company Growth Fund	101	152	205	326
JPMorgan International Opportunities Portfolio	100	150	203	321
JPMorgan Small Company Portfolio	100	149	200	316
JPMorgan U.S. Disciplined Equity Portfolio	97	139	185	285
Lord Abbett Series Fund Mid Cap Value	99	147	198	311
Lord Abbett Series Fund Growth and Income	98	143	191	298
Lord Abbett Series Fund International	102	155	210	335
Fidelity VIP Contrafund^(R) Portfolio	98	142	189	294
Fidelity VIP Growth Portfolio	98	142	189	293
Fidelity VIP Overseas Portfolio	100	149	202	319
MFS/Sun Life Capital Appreciation - S Class	99	145	194	304
MFS/Sun Life Emerging Growth - S Class	98	144	193	302
MFS/Sun Life Government Securities - S Class	97	140	186	287
MFS/Sun Life High Yield - S Class	99	147	197	310
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	99	146	196	308
MFS/Sun Life Massachusetts Investors Trust - S Class	97	139	185	285
MFS/Sun Life New Discovery - S Class	101	151	204	323
MFS/Sun Life Total Return - S Class	98	142	190	295
MFS/Sun Life Utilities - S Class	99	145	194	304
Rydex VT Nova Fund	103	158	215	345
Rydex VT OTC Fund	103	158	215	345
OCC Equity Portfolio	98	142	189	293
OCC Managed Portfolio	97	140	186	288
OCC Mid Cap Portfolio	98	144	193	301
OCC Small Cap Portfolio	97	141	187	290
SC^SM Alger Growth Fund	97	141	187	290
SC^SM Alger Income & Growth Fund	96	138	182	280
SC^SM Alger Small Capitalization Fund	98	144	193	301
SC^SM Davis Financial Fund	97	141	187	290
SC^SM Davis Venture Value Fund	97	141	187	290
SC^SM INVESCO Energy Fund	101	152	205	326
SC^SM INVESCO Health Sciences Fund	101	152	205	326
SC^SM INVESCO Technology Fund	101	152	205	326
SC^SM INVESCO Telecommunications Fund	101	152	205	326
SC^SM Neuberger Berman Mid Cap Growth Fund	99	147	198	311
SC^SM Neuberger Berman Mid Cap Value Fund	99	147	198	311
SC^SM Value Equity Fund	97	141	187	290
SC^SM Value Managed Fund	97	141	187	290
SC^SM Value Mid Cap Fund	98	144	193	301
SC^SM Value Small Cap Fund	98	144	193	301
SC^SM Blue Chip Mid Cap Fund	98	144	193	301
SC^SM Investors Foundation Fund	97	141	187	290
SC^SM Select Equity Fund	97	141	187	290
Sun Capital^SM All Cap Fund	97	141	187	290
Sun Capital Investment Grade Bond Fund^(R)	96	136	180	275
Sun Capital Money Market Fund^(R)	95	133	175	264
Sun Capital Real Estate Fund^(R)	101	152	205	326

If you surrender your Contract at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $35,000, and the EEB Plus MAV optional death benefit rider has been elected:

	1 Year	3 Years	5 Years	10 Years

AIM V.I. Capital Appreciation Fund	$101	$152	$205	$326
AIM V.I. Growth Fund	101	152	207	329
AIM V.I. Core Equity Fund	101	151	204	323
AIM V.I. International Growth Fund	103	158	215	345
AIM V.I. Premier Equity Fund	101	152	205	326
Alger American Growth Portfolio	100	150	203	322
Alger American Income and Growth Portfolio	100	148	199	313
Alger American Small Capitalization Portfolio	102	154	209	332
Alliance VP Premier Growth Fund	105	165	227	368
Alliance VP Technology Fund	106	166	229	372
Alliance VP Growth and Income Fund	102	154	209	332
Alliance VP Worldwide Privatization Fund	104	162	223	359
Alliance VP Quasar Fund	104	162	223	359
Goldman Sachs VIT CORE^SM Large Cap Growth Fund	101	153	208	330
Goldman Sachs VIT CORE^SM Small Cap Equity Fund	102	156	213	340
Goldman Sachs VIT CORE^SM U.S. Equity Fund	100	150	203	322
Goldman Sachs VIT Internet Tollkeeper Fund	105	164	225	364
Goldman Sachs VIT Capital Growth Fund	102	156	213	340
Goldman Sachs VIT Growth and Income Fund	102	156	213	340
Goldman Sachs VIT International Equity Fund	106	167	230	374
INVESCO VIF Dynamics Fund	103	158	217	348
INVESCO VIF Small Company Growth Fund	105	164	225	364
JPMorgan International Opportunities Portfolio	104	162	223	359
JPMorgan Small Company Portfolio	104	161	220	355
JPMorgan U.S. Disciplined Equity Portfolio	101	152	205	326
Lord Abbett Series Fund Mid Cap Value	103	159	218	350
Lord Abbett Series Fund Growth and Income	102	155	211	337
Lord Abbett Series Fund International	106	167	230	374
Fidelity VIP Contrafund^(R) Portfolio	102	154	210	334
Fidelity VIP Growth Portfolio	102	154	209	333
Fidelity VIP Overseas Portfolio	104	161	222	358
MFS/Sun Life Capital Appreciation - S Class	103	157	214	343
MFS/Sun Life Emerging Growth - S Class	102	156	213	341
MFS/Sun Life Government Securities - S Class	101	152	206	328
MFS/Sun Life High Yield - S Class	103	159	217	349
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	103	158	216	347
MFS/Sun Life Massachusetts Investors Trust - S Class	101	152	205	326
MFS/Sun Life New Discovery - S Class	105	163	224	361
MFS/Sun Life Total Return - S Class	102	155	210	335
MFS/Sun Life Utilities - S Class	103	157	214	343
Rydex VT Nova Fund	107	170	235	383
Rydex VT OTC Fund	107	170	235	383
OCC Equity Portfolio	102	154	209	333
OCC Managed Portfolio	101	152	207	329
OCC Mid Cap Portfolio	102	156	213	340
OCC Small Cap Portfolio	101	153	208	330
SC^SM Alger Growth Fund	101	153	208	330
SC^SM Alger Income & Growth Fund	100	150	203	321
SC^SM Alger Small Capitalization Fund	102	156	213	340
SC^SM Davis Financial Fund	101	153	208	330
SC^SM Davis Venture Value Fund	101	153	208	330
SC^SM INVESCO Energy Fund	105	164	225	364
SC^SM INVESCO Health Sciences Fund	105	164	225	364
SC^SM INVESCO Technology Fund	105	164	225	364
SC^SM INVESCO Telecommunications Fund	105	164	225	364
SC^SM Neuberger Berman Mid Cap Growth Fund	103	159	218	350
SC^SM Neuberger Berman Mid Cap Value Fund	103	159	218	350
SC^SM Value Equity Fund	101	153	208	330
SC^SM Value Managed Fund	101	153	208	330
SC^SM Value Mid Cap Fund	102	156	213	340
SC^SM Value Small Cap Fund	102	156	213	340
SC^SM Blue Chip Mid Cap Fund	102	156	213	340
SC^SM Investors Foundation Fund	101	153	208	330
SC^SM Select Equity Fund	101	153	208	330
Sun Capital^SM All Cap Fund	101	153	208	330
Sun Capital Investment Grade Bond Fund^(R)	100	149	200	316
Sun Capital Money Market Fund^(R)	99	145	195	306
Sun Capital Real Estate Fund^(R)	105	164	225	364

If you do not surrender your Contract, or if you annuitize at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $35,000, and no optional death benefit riders have been elected:

	1 Year	3 Years	5 Years	10 Years

AIM V.I. Capital Appreciation Fund	$25	$76	$131	$285
AIM V.I. Growth Fund	25	77	132	288
AIM V.I. Core Equity Fund	24	75	129	282
AIM V.I. International Growth Fund	27	82	141	306
AIM V.I. Premier Equity Fund	25	76	131	285
Alger American Growth Portfolio	24	75	129	281
Alger American Income and Growth Portfolio	23	72	124	272
Alger American Small Capitalization Portfolio	26	78	134	292
Alliance VP Premier Growth Fund	29	90	153	330
Alliance VP Technology Fund	30	91	155	333
Alliance VP Growth and Income Fund	26	78	134	292
Alliance VP Worldwide Privatization Fund	28	87	149	321
Alliance VP Quasar Fund	28	87	149	321
Goldman Sachs VIT CORE^SM Large Cap Growth Fund	25	78	133	290
Goldman Sachs VIT CORE^SM Small Cap Equity Fund	26	81	139	301
Goldman Sachs VIT CORE^SM U.S. Equity Fund	24	75	129	281
Goldman Sachs VIT Internet Tollkeeper Fund	29	89	151	326
Goldman Sachs VIT Capital Growth Fund	26	81	139	301
Goldman Sachs VIT Growth and Income Fund	26	81	139	301
Goldman Sachs VIT International Equity Fund	30	92	156	335
INVESCO VIF Dynamics Fund	27	83	143	309
INVESCO VIF Small Company Growth Fund	29	89	151	326
JPMorgan International Opportunities Portfolio	28	87	149	321
JPMorgan Small Company Portfolio	28	86	146	316
JPMorgan U.S. Disciplined Equity Portfolio	25	76	131	285
Lord Abbett Series Fund Mid Cap Value	27	84	144	311
Lord Abbett Series Fund Growth and Income	26	80	137	298
Lord Abbett Series Fund International	30	92	156	335
Fidelity VIP Contrafund^(R) Portfolio	26	79	135	294
Fidelity VIP Growth Portfolio	26	79	135	293
Fidelity VIP Overseas Portfolio	28	86	148	319
MFS/Sun Life Capital Appreciation - S Class	27	82	140	304
MFS/Sun Life Emerging Growth - S Class	26	81	139	302
MFS/Sun Life Government Securities - S Class	25	77	132	287
MFS/Sun Life High Yield - S Class	27	84	143	310
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	27	83	142	308
MFS/Sun Life Massachusetts Investors Trust - S Class	25	76	131	285
MFS/Sun Life New Discovery - S Class	29	88	150	323
MFS/Sun Life Total Return - S Class	26	79	136	295
MFS/Sun Life Utilities - S Class	27	82	140	304
Rydex VT Nova Fund	31	95	161	345
Rydex VT OTC Fund	31	95	161	345
OCC Equity Portfolio	26	79	135	293
OCC Managed Portfolio	25	77	132	288
OCC Mid Cap Portfolio	26	81	139	301
OCC Small Cap Portfolio	25	78	133	290
SC^SM Alger Growth Fund	25	78	133	290
SC^SM Alger Income & Growth Fund	24	75	128	280
SC^SM Alger Small Capitalization Fund	26	81	139	301
SC^SM Davis Financial Fund	25	78	133	290
SC^SM Davis Venture Value Fund	25	78	133	290
SC^SM INVESCO Energy Fund	29	89	151	326
SC^SM INVESCO Health Sciences Fund	29	89	151	326
SC^SM INVESCO Technology Fund	29	89	151	326
SC^SM INVESCO Telecommunications Fund	29	89	151	326
SC^SM Neuberger Berman Mid Cap Growth Fund	27	84	144	311
SC^SM Neuberger Berman Mid Cap Value Fund	27	84	144	311
SC^SM Value Equity Fund	25	78	133	290
SC^SM Value Managed Fund	25	78	133	290
SC^SM Value Mid Cap Fund	26	81	139	301
SC^SM Value Small Cap Fund	26	81	139	301
SC^SM Blue Chip Mid Cap Fund	26	81	139	301
SC^SM Investors Foundation Fund	25	78	133	290
SC^SM Select Equity Fund	25	78	133	290
Sun Capital^SM All Cap Fund	25	78	133	290
Sun Capital Investment Grade Bond Fund^(R)	24	73	126	275
Sun Capital Money Market Fund^(R)	23	70	121	264
Sun Capital Real Estate Fund^(R)	29	89	151	326

If you do not surrender your Contract, or if you annuitize at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $35,000, and the EEB Plus MAV optional death benefit rider has been elected:

	1 Year	3 Years	5 Years	10 Years

AIM V.I. Capital Appreciation Fund	$29	$89	$151	$326
AIM V.I. Growth Fund	29	89	153	329
AIM V.I. Core Equity Fund	29	88	150	323
AIM V.I. International Growth Fund	31	95	161	345
AIM V.I. Premier Equity Fund	29	89	151	326
Alger American Growth Portfolio	28	87	149	322
Alger American Income and Growth Portfolio	28	85	145	313
Alger American Small Capitalization Portfolio	30	91	155	332
Alliance VP Premier Growth Fund	33	102	173	368
Alliance VP Technology Fund	34	103	175	372
Alliance VP Growth and Income Fund	30	91	155	332
Alliance VP Worldwide Privatization Fund	32	99	169	359
Alliance VP Quasar Fund	32	99	169	359
Goldman Sachs VIT CORE^SM Large Cap Growth Fund	29	90	154	330
Goldman Sachs VIT CORE^SM Small Cap Equity Fund	30	93	159	340
Goldman Sachs VIT CORE^SM U.S. Equity Fund	28	87	149	322
Goldman Sachs VIT Internet Tollkeeper Fund	33	101	171	364
Goldman Sachs VIT Capital Growth Fund	30	93	159	340
Goldman Sachs VIT Growth and Income Fund	30	93	159	340
Goldman Sachs VIT International Equity Fund	34	104	176	374
INVESCO VIF Dynamics Fund	31	95	163	348
INVESCO VIF Small Company Growth Fund	33	101	171	364
JPMorgan International Opportunities Portfolio	32	99	169	359
JPMorgan Small Company Portfolio	32	98	166	355
JPMorgan U.S. Disciplined Equity Portfolio	29	89	151	326
Lord Abbett Series Fund Mid Cap Value	31	96	164	350
Lord Abbett Series Fund Growth and Income	30	92	157	337
Lord Abbett Series Fund International	34	104	176	374
Fidelity VIP Contrafund^(R) Portfolio	30	91	156	334
Fidelity VIP Growth Portfolio	30	91	155	333
Fidelity VIP Overseas Portfolio	32	98	168	358
MFS/Sun Life Capital Appreciation - S Class	31	94	160	343
MFS/Sun Life Emerging Growth - S Class	30	93	159	341
MFS/Sun Life Government Securities - S Class	29	89	152	328
MFS/Sun Life High Yield - S Class	31	96	163	349
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	31	95	162	347
MFS/Sun Life Massachusetts Investors Trust - S Class	29	89	151	326
MFS/Sun Life New Discovery - S Class	33	100	170	361
MFS/Sun Life Total Return - S Class	30	92	156	335
MFS/Sun Life Utilities - S Class	31	94	160	343
Rydex VT Nova Fund	35	107	181	383
Rydex VT OTC Fund	35	107	181	383
OCC Equity Portfolio	30	91	155	333
OCC Managed Portfolio	29	89	153	329
OCC Mid Cap Portfolio	30	93	159	340
OCC Small Cap Portfolio	29	90	154	330
SC^SM Alger Growth Fund	29	90	154	330
SC^SM Alger Income & Growth Fund	28	87	149	321
SC^SM Alger Small Capitalization Fund	30	93	159	340
SC^SM Davis Financial Fund	29	90	154	330
SC^SM Davis Venture Value Fund	29	90	154	330
SC^SM INVESCO Energy Fund	33	101	171	364
SC^SM INVESCO Health Sciences Fund	33	101	171	364
SC^SM INVESCO Technology Fund	33	101	171	364
SC^SM INVESCO Telecommunications Fund	33	101	171	364
SC^SM Neuberger Berman Mid Cap Growth Fund	31	96	164	350
SC^SM Neuberger Berman Mid Cap Value Fund	31	96	164	350
SC^SM Value Equity Fund	29	90	154	330
SC^SM Value Managed Fund	29	90	154	330
SC^SM Value Mid Cap Fund	30	93	159	340
SC^SM Value Small Cap Fund	30	93	159	340
SC^SM Blue Chip Mid Cap Fund	30	93	159	340
SC^SM Investors Foundation Fund	29	90	154	330
SC^SM Select Equity Fund	29	90	154	330
Sun Capital^SM All Cap Fund	29	90	154	330
Sun Capital Investment Grade Bond Fund^(R)	28	86	146	316
Sun Capital Money Market Fund^(R)	27	82	141	306
Sun Capital Real Estate Fund^(R)	33	101	171	364

The Examples should not be considered to be representations of past or future expenses, and actual expenses may be greater or lower than those shown. The Examples assume that all current waivers and reimbursements continue throughout all periods.

CONDENSED FINANCIAL INFORMATION

Historical information about the value of the units we use to measure the variable portion of your Contract ("Variable Accumulation Units") is included in the back of this Prospectus as Appendix J.

THE ANNUITY CONTRACT

Sun Life Assurance Company of Canada (U.S.) (the "Company", "we" or "us") and Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") offer the Contract to groups and individuals for use in connection with their retirement plans. The Contract is available on a group basis and, in certain states, may be available on an individual basis. We issue an Individual Contract directly to the individual owner of the Contract. We issue a Group Contract to the Owner covering all individuals participating under the Group Contract; each individual receives a Certificate that evidences his or her participation under the Group Contract.

In this Prospectus, unless we state otherwise, we refer to both the owners of Individual Contracts and participating individuals under Group Contracts as "Participants" and we address all Participants as "you"; we use the term "Contracts" to include Individual Contracts, Group Contracts, and Certificates issued under Group Contracts. For the purpose of determining benefits under both Individual Contracts and Group Contracts, we establish an Account for each Participant, which we will refer to as "your" Account or a "Participant Account."

Your Contract provides a number of important benefits for your retirement planning. It has an Accumulation Phase, during which you make Payments under the Contract and allocate them to one or more Variable Account or Fixed Account options, and an Income Phase, during which we make annuity payments based on the amount you have accumulated. Your Contract provides tax deferral, so that you do not pay taxes on your earnings under your Contract until you withdraw them. It provides a basic death benefit if you die during the Accumulation Phase; you may enhance the basic death benefit by electing one or more optional death benefit riders and paying an additional charge for each optional death benefit rider you elect. Finally, if you so elect, during the Income Phase we will make annuity payments to you or someone else for life or for another period that you choose.

You choose these benefits on a variable or fixed basis or a combination o both. When you choose Variable Account investment options or a Variable Annuity option, your benefits will be responsive to changes in the economic environment, including inflationary forces and changes in rates of return available from different types of investments. With these variable options, you assume all investment risk under your Contract. When you choose a Guarantee Period in our Fixed Account or a Fixed Annuity option, we assume the investment risk, except in the case of early withdrawals in the Accumulation Phase, where you bear the risk of unfavorable interest rate changes. You may also bear the risk that the interest rates we will offer in the future and the rates we will use in determining your Fixed Annuity may not exceed our minimum guaranteed rate. Our minimum guaranteed interest rate will never be less than that permitted by law.

The Contract is designed for use in connection with retirement and deferred compensation plans, some of which qualify for favorable federal income tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code. The Contract is also designed so that it may be used in connection with certain non-tax-qualified retirement plans, such as payroll savings plans and such other groups (trusteed or nontrusteed) as may be eligible under applicable law. We refer to Contracts used with plans that receive favorable tax treatment as "Qualified Contracts," and all other contracts as "Non-Qualified Contracts."

COMMUNICATING TO US ABOUT YOUR CONTRACT

All materials sent to us, including Purchase Payments, must be sent to our Annuity Mailing Address as set forth on the first page of this Prospectus. For all telephone communications, you must call (888) 786-2435.

Unless this Prospectus states differently, we will consider all materials sent to us and all telephone communications to be received on the date we actually receive them at our Annuity Mailing Address. However, we will consider all financial transactions, including Purchase Payments, withdrawal requests and transfer instructions, to be received on the next Business Day if we receive them (1) on a day that is not a Business Day or (2) after 4:00 p.m., Eastern Time.

When we specify that notice to us must be in writing, we reserve the right, at our sole discretion, to accept notice in another form.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

We are a stock life insurance company incorporated under the laws of Delaware on January 12, 1970. We do business in 49 states, the District of Columbia, and Puerto Rico, and we have an insurance company subsidiary that does business in New York. Our Executive Office mailing address is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.

We are an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada ("Sun Life (Canada)"). Sun Life (Canada) completed its demutualization on March 22, 2000. As a result of the demutualization, a new holding company, Sun Life Financial Services of Canada Inc. ("Sun Life Financial"), is now the ultimate parent of Sun Life (Canada) and the Company. Sun Life Financial, a corporation organized in Canada, is a reporting company under the Securities Exchange Act of 1934 with common shares listed on the Toronto, New York, London, and Manila stock exchanges.

THE VARIABLE ACCOUNT

We established the Variable Account as a separate account on July 13, 1989, pursuant to a resolution of our Board of Directors. The Variable Account funds the Contract and various other variable annuity and variable life product contracts which we offer. These other products may have features, benefits and charges that are different from those under the Contract.

Under Delaware insurance law and the Contract, the income, gains or losses of the Variable Account are credited to or charged against the assets of the Variable Account without regard to the other income, gains or losses of the Company. These assets are held in relation to the Contracts described in this Prospectus and other variable annuity contracts that provide benefits that vary in accordance with the investment performance 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 we conduct, all obligations arising under the Contracts, including the promise to make annuity payments, are general corporate obligations of the Company.

The assets of the Variable Account are divided into Sub-Accounts. Each Sub-Account invests exclusively in shares of a specific Fund. All amounts allocated to the Variable Account will be used to purchase Fund shares as designated by you at their net asset value. Any and all distributions made by the Funds with respect to the shares held by the Variable Account will be reinvested to purchase additional Fund shares at their net asset value. Deductions will be made from the Variable Account for cash withdrawals, annuity payments, death benefits, Account Fees, Contract charges against the assets of the Variable Account for the assumption of mortality and expense risks, administrative expenses and any applicable taxes. The Variable Account will be fully invested in Fund shares at all times.

VARIABLE ACCOUNT OPTIONS: THE FUNDS

The Contract offers Sub-Accounts that invest in a number of Fund investment options, which are briefly discussed below. Each Fund is a mutual fund registered under the Investment Company Act of 1940, or a separate series of shares of such a mutual fund.

More comprehensive information about the Funds, including a discussion of their management, investment objectives, expenses, and potential risks, is found in the current prospectuses for the Funds (the "Fund Prospectuses"). The Fund Prospectuses should be read in conjunction with this prospectus before you invest. A copy of each Fund Prospectus, as well as a Statement of Additional Information for each Fund, may be obtained without charge from the Company by calling 1-888-388-8748 or by writing to Sun Life Assurance Company of Canada (U.S.), c/o Retirement Products and Services, P.O. Box 9133, Wellesley Hills Massachusetts 02481.

The Funds currently available are:

AIM Variable Insurance Funds (advised by AIM Advisors, Inc.)

	AIM V.I. Capital Appreciation Fund seeks growth of capital by investing principally in common stocks of companies which the Fund's portfolio managers believe are likely to benefit from new or innovative products, services or processes, as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth.

	AIM V.I. Growth Fund seeks to achieve growth of capital by investing in seasoned and better-capitalized companies considered to have strong earnings momentum.

	AIM V.I. Core Equity Fund seeks to achieve growth of capital with a secondary objective of current income.

	AIM V.I. International Growth Fund seeks to achieve long-term growth of capital by investing in a diversified portfolio of international equity securities whose issuers are considered to have strong earnings momentum.

	AIM V.I. Premier Equity Fund seeks long-term growth of capital with a secondary objective of current income.

The Alger American Fund (advised by Fred Alger Management, Inc.)

	Alger American Growth Portfolio seeks long-term capital appreciation by investing primarily in equity securities of companies which have market capitalizations of $1 billion or more.

	Alger American Income & Growth Portfolio seeks primarily to provide a high level of dividend income by investing in dividend paying equity securities. Capital appreciation is a secondary objective.

Alger American Small Capitalization Portfolio seeks long-term capital appreciation. It invests primarily in the equity securities of small companies with market capitalizations within the range of the Russell 2000 Growth Index or the S&P Small Cap 600 Index.

Alliance Variable Products Series Fund, Inc. (advised by Alliance Capital Management L.P.)

	Alliance VP Premier Growth Portfolio seeks to achieve growth of capital by pursuing aggressive investment policies. It invests principally in equity securities of a limited number of large, carefully selected, high-quality U.S. companies.

	Alliance VP Technology Portfolio seeks growth of capital and invests for capital appreciation, and only incidentally for current income. The Portfolio invests primarily in securities of companies expected to benefit from technological advances and improvements.

	Alliance VP Growth and Income Portfolio seeks to provide reasonable current income and reasonable opportunities for appreciation by investing primarily in dividend-paying common stocks of good quality.

	Alliance VP Worldwide Privatization Portfolio seeks long-term capital appreciation by investing primarily in securities of issuers that are undergoing or have undergone privatizations. The Portfolio seeks to take advantage of investment opportunities that are created by privatizations of state enterprises in both established and developing countries.

	Alliance VP Quasar Portfolio seeks growth of capital by pursuing aggressive investment policies. It invests primarily in U.S. common stocks and other equity-type securities issued by smaller companies with favorable growth prospects.

Goldman Sachs Variable Insurance Trust ("VIT") (advised by Goldman Sachs Asset Management, a unit of the Investment Management Division of Goldman, Sachs & Co. ("Goldman Sachs"), except for Goldman Sachs International Equity Fund, which is advised by Goldman Sachs Asset Management International, GSAMI).

	Goldman Sachs VIT CORE^SM Large Cap Growth Fund seeks long-term growth of capital by investing in a broadly diversified portfolio of equity investment in large cap U.S. issuers, including foreign issuers that are traded in the United States. Dividend income is a secondary consideration.

	Goldman Sachs VIT CORE^SM Small Cap Equity Fund seeks long-term growth of capital by investing in a broadly diversified portfolio of equity investments in small cap U.S. issuers within the range of market capitalization of companies constituting the Russell 2000 Index at the time of investment.

	Goldman Sachs VIT CORE^SM U.S. Equity Fund seeks long-term growth of capital and dividend income by investing in a broadly diversified portfolio of large cap and blue chip equity investments representing all major sectors of the U.S. economy.

	Goldman Sachs VIT Internet Tollkeeper Fund seeks long-term growth of capital by investing in equity investments in companies the adviser believes will benefit from the growth of the Internet by providing access, infrastructure, content, and services to Internet companies and customers.

	Goldman Sachs VIT Capital Growth Fund seeks long-term growth of capital by investing in a diversified portfolio of equity investments considered by the adviser to have long-term capital appreciation potential.

	Goldman Sachs VIT Growth and Income Fund seeks long-term growth of capital and growth of income by investing in equity investments considered by the adviser to have favorable prospects for capital appreciation and/or dividend paying ability.

	Goldman Sachs VIT International Equity Fund seeks long-term capital appreciation by investing in a diversified portfolio of equity investments in companies that are organized outside the U.S. or whose securities are principally traded outside the U.S.

INVESCO Variable Investment Funds, Inc. (advised by INVESCO Funds Group, Inc.)

	INVESCO VIF - Dynamics Fund seeks to achieve growth of capital by normally investing at least 65% of its assets in common stocks of mid-sized companies with market capitalizations between $2.5 billion and $15 billion at the time of purchase.

	INVESCO VIF - Small Company Growth Fund seeks to achieve growth of capital by normally investing at least 65% (80% as of July 31, 2002) of its assets in equity securities of companies with market capitalizations of $2.5 billion or below at the time of purchase.

J.P. Morgan Series Trust II (advised by J.P. Morgan Investment Management Inc.)

	JPMorgan International Opportunities Portfolio seeks to provide a high total return from a portfolio of equity securities of foreign companies.

	JPMorgan Small Company Portfolio seeks to provide a high total return from a portfolio of small company stocks.

	JPMorgan U.S. Disciplined Equity Portfolio seeks to provide a high total return from a portfolio of selected equity securities.

Lord Abbett Series Fund, Inc. (advised by Lord, Abbett & Co.)

	Mid Cap Value Portfolio seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace.

	Growth and Income Portfolio seeks to provide long-term growth of capital and income without excessive fluctuation in market value.

	International Portfolio seeks long-term capital appreciation.

Fidelity Variable Insurance Products Funds (Advised by Fidelity Management & Research Company. Fidelity. Contrafund^(R) is a registered trademark of FMR Corp.)

	VIP Contrafund^(R) Portfolio seeks long-term capital appreciation by investing primarily in common stocks of companies whose stocks it believes are undervalued by the market.

	VIP Growth Portfolio seeks to achieve capital appreciation by investing primarily in common stocks with above-average growth potential.

	VIP Overseas Portfolio seeks long-term growth of capital by investing primarily in common stocks of foreign issuers.

MFS/Sun Life Series Trust (advised by Massachusetts Financial Services Company, an affiliate of the Company)

	Capital Appreciation - S Class will seek to maximize capital appreciation by investing in securities of all types, with major emphasis on common stocks.

	Emerging Growth - S Class will seek long-term growth of capital.

	Government Securities - S Class will seek current income and preservation of capital by investing in U.S. Government and U.S. Government-related securities.

	High Yield - S Class will seek high current income and capital appreciation by investing primarily in certain low rated or unrated fixed income securities (possibly with equity features) of U.S. and foreign issuers.

	Massachusetts Investors Growth Stock - S Class will seek to provide long-term growth of capital and future income rather than current income.

	Massachusetts Investors Trust - S Class will seek long-term growth of capital with a secondary objective to seek reasonable current income.

	New Discovery - S Class will seek capital appreciation.

	Total Return - S Class will mainly seek to obtain above-average income (compared to a portfolio entirely invested in equity securities) consistent with prudent employment of capital; its secondary objective is to take advantage of opportunities for growth of capital and income since many securities offering a better than average yield may also possess growth potential.

	Utilities - S Class will seek capital growth and current income (income above that available from a portfolio invested entirely in equity securities) by investing under normal market conditions, at least 65% of its assets in equity and debt securities of both domestic and foreign companies in the utilities industry.

Rydex Variable Trust (advised by Rydex Funds, Inc.)

	Rydex VT Nova Fund seeks to provide investment results that correspond to 150% of the daily performance of the S&P 500 Index.

	Rydex VT OTC Fund seeks to provide investment results that correspond to a benchmark for over-the-counter securities. The Fund's current benchmark is the NASDAQ 100 Index.

OCC Accumulation Trust (advised by OpCap Advisors)

	Equity Portfolio seeks long-term capital appreciation through investment in a diversified portfolio of equity securities selected on the basis of a value oriented approach to investing.

	Managed Portfolio seeks to achieve growth of capital over time through investment in a portfolio consisting of common stocks, fixed income securities and cash equivalents, the percentages of which will vary based on the portfolio manager's assessments of the relative outlook for such investments.

	Mid Cap Portfolio seeks long-term capital appreciation through investment in a diversified portfolio of equity securities. The portfolio will invest primarily in companies with market capitalizations of between $500 million and $8 billion.

	Small Cap Portfolio seeks capital appreciation through investment in a diversified portfolio of equity securities of companies with market capitalizations of under $2 billion.

Sun Capital Advisers Trust^SM (advised by Sun Capital Advisers, Inc., an affiliate of the Company; Fred Alger Management, Inc., serves as subadviser to the SC^SM Alger Growth Fund, SC^SM Alger Income & Growth Fund, and SC^SM Alger Small Capitalization Fund; Davis Select Advisors serves as investment subadviser to SC^SM Davis Financial Fund and SC^SM Davis Venture Value Fund; INVESCO Funds Group, Inc. serves as investment subadviser to the SC^SM INVESCO Energy Fund, SC^SM INVESCO Health Sciences Fund, SC^SM INVESCO Technology Fund and SC^SM INVESCO Telecommunications Fund; Neuberger Berman Management, Inc. serves as subadviser to SC^SM Neuberger Berman Mid Cap Growth Fund and SC^SM Neuberger Berman Mid Cap Value Fund; OpCap Advisors serves as investment subadviser to SC^SM Value Equity Fund, SC^SM Value Managed Fund, SC^SM Value Mid Cap Fund, and SC^SM Value Small Cap Fund; Wellington Management Company, LLP, serves as investment subadviser to SC^SM Blue Chip Mid Cap Fund, SC^SM Investors Foundation Fund and SC^SM Select Equity Fund.)

	SC^SM Alger Growth Fund seeks long-term capital appreciation by investing primarily in equity securities of U.S. large capitalization companies.

	SC^SM Alger Income & Growth Fund primarily seeks a high level of dividend income and secondarily seeks capital appreciation by investing primarily in dividend paying equity securities.

	SC^SM Alger Small Capitalization Fund seeks long-term capital appreciation by investing primarily in U. S. companies with market capitalizations within the range represented by the Russell 2000 Growth Index or the S&P Small Cap 600 Index.

	SC^SM Davis Financial Fund seeks growth of capital by investing primarily in the common stock of financial services companies.

	SC^SM Davis Venture Value Fund seeks growth of capital by investing primarily in the common stock of U.S. companies with market capitalizations of at least $5 billion.

	SC^SM INVESCO Energy Fund seeks growth by investing primarily in the equity securities of companies doing business in the energy sector.

	SC^SM INVESCO Health Sciences Fund seeks growth by investing primarily in the equity securities of companies doing business in the health sciences sector.

	SC^SM INVESCO Technology Fund seeks growth by investing primarily in the equity securities of companies doing business in the technology sector.

	SC^SM INVESCO Telecommunications Fund primarily seeks growth and, secondarily, seeks income by investing primarily in the equity securities of companies doing business in the telecommunications sector.

	SC^SM Neuberger Berman Mid Cap Growth Fund seeks growth of capital by investing primarily in equity securities of companies with market capitalizations within the range represented by the Russell Midcap Index at the time of purchase. The fund's subadviser targets already successful companies that could be even more so.

	SC^SM Neuberger Berman Mid Cap Value Fund seeks growth of capital by investing primarily in equity securities of companies with market capitalizations within the range represented by the Russell Midcap Index at the time of purchase. The fund's subadviser looks for well-managed companies whose stock prices are undervalued.

	SC^SM Value Equity Fund seeks long-term capital appreciation by investing primarily in a diversified portfolio of equity securities listed on the New York Stock Exchange.

	SC^SM Value Managed Fund seeks growth of capital over time by investing primarily in a portfolio consisting of common stocks, fixed income securities, and cash equivalents. The subadviser will vary the allocation depending on its assessments of the relative values of such investments.

	SC^SM Value Mid Cap Fund seeks long-term capital appreciation by investing primarily in equity securities of companies with market capitalizations of between $500 million and $8 billion at time of purchase.

	SC^SM Value Small Cap Fund seeks capital appreciation by investing primarily in a diversified portfolio of equity securities of companies with market capitalizations of under $2 billion at time of purchase.

	SC^SM Blue Chip Mid Cap Fund seeks long-term capital growth by investing primarily in common stocks and other equity securities of U.S. companies with market capitalizations within the range represented by the Standard & Poor's Mid Cap 400 Index.

	SC^SM Investors Foundation Fund seeks long-term capital growth by investing primarily in a diversified portfolio of common stocks and other equity securities of U.S. companies with market capitalizations generally within the range represented by the Standard & Poor's 500 Index. Investments are selected using a combination of fundamental analysis and quantitative tools.

	SC^SM Select Equity Fund seeks long-term capital growth by investing in 20 to 40 common stocks and other equity securities of large capitalization U.S. companies selected primarily from the Standard & Poor's 500 Index.

	Sun Capital^SM All Cap Fund seeks long-term capital growth by investing primarily in equity securities of U.S. companies.

	Sun Capital Investment Grade Bond Fund^(R) seeks high current income consistent with relative stability of principal by investing at least 80% of its net assets in investment grade bonds. The Fund may invest up to 20% of its assets in lower rated or unrated bonds (also known as high yield or junk bonds.)

	Sun Capital Money Market Fund^(R) seeks to maximize current income, consistent with maintaining liquidity and preserving capital, by investing exclusively in high quality U.S. dollar-denominated money market securities.

	Sun Capital Real Estate Fund^(R) primarily seeks long-term capital growth and, secondarily, seeks current income and growth of income. The Fund invests at least 80% of its net assets in securities of real estate investment trusts and other real estate companies.

The Funds may also be available to registered separate accounts offering variable annuity and variable life products of other affiliated and unaffiliated insurance companies, as well as to the Variable Account and other separate accounts of the Company. Although we do not anticipate any disadvantages to this, there is a possibility that a material conflict may arise between the interests of the Variable Account and one or more of the other separate accounts participating in the Funds. A conflict may occur due to a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of the Participants and Payees and those of other companies, or some other reason. In the event of conflict, we will take any steps necessary to protect Participants and Payees, including withdrawal of the Variable Account from participation in the underlying Funds which are involved in the conflict or substitution of shares of other Funds.

Certain of the investment advisers, transfer agents, or underwriters to the Funds may reimburse us for administrative costs in connection with administering the Funds as options under the Contracts.

These amounts are not charged to the Funds or Participants, but are paid from assets of the advisers, transfer agents, or underwriters, except for the administrative costs of the Lord Abbett Series Trust Portfolios and the Rydex Funds, which are paid from Fund assets and reflected in the fee table.

Certain publicly available mutual funds may have similar investment goals and principal investment policies and risks as one or more of the Funds, and may be managed by a Fund's portfolio manager(s). While a Fund may have many similarities to these other funds, its investment performance will differ from their investment performance. This is due to a number of differences between a Fund and these similar products, including differences in sales charges, expense ratios and cash flows.

THE FIXED ACCOUNT

The Fixed Account is made up of all the general assets of the Company other than those allocated to any separate account. Amounts you allocate to Guarantee Periods become part of the Fixed Account, and are available to fund the claims of all classes of our customers, including claims for benefits under the Contracts.

We will invest the assets of the Fixed Account in those assets we choose that are allowed by applicable state insurance laws. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments. We intend to invest primarily in investment-grade fixed income securities (i.e. rated by a nationally recognized rating service within the 4 highest grades) or instruments we believe are of comparable quality.

We are not obligated to invest amounts allocated to the Fixed Account according to any particular strategy, except as may be required by applicable state insurance laws. You will not have a direct or indirect interest in the Fixed Account investments.

THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS

You may elect one or more Guarantee Period(s) from those we make available. From time to time, we may offer Guarantee Periods of different durations or stop offering some Guarantee Periods. Once we stop offering a Guarantee Period of a particular duration, allocations, transfers or renewals into that Guarantee Period will not be permitted. We publish Guaranteed Interest Rates for each Guarantee Period offered. We may change the Guaranteed Interest Rates we offer from time to time, but no Guaranteed Interest Rate will ever be less than the minimum guaranteed rate permitted by state law. Also, once we have accepted your allocation to a particular Guarantee Period, we promise that the Guaranteed Interest Rate applicable to that allocation will not change for the duration of the Guarantee Period.

We determine Guaranteed Interest Rates at our discretion. We do not have a specific formula for establishing the rates for different Guarantee Periods. Our determination will be influenced by the interest rates on fixed income investments in which we may invest amounts allocated to the Guarantee Periods. We will also consider other factors in determining these rates, including regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest rates.

We may from time to time at our discretion offer interest rate specials for new Purchase Payments that are higher than the rates we are then offering for renewals or transfers.

Early withdrawals from your allocation to a Guarantee Period, including cash withdrawals, transfers, and commencement of an annuity option, may be subject to a Market Value Adjustment, which could decrease or increase the value of your Account. See "Withdrawals, Withdrawal Charge and Market Value Adjustment."

THE ACCUMULATION PHASE

During the Accumulation Phase of your Contract, you make Payments into your Account, and your earnings accumulate on a tax-deferred basis. The Accumulation Phase begins with our acceptance of your first Purchase Payment and ends the Business Day before your Annuity Commencement Date. The Accumulation Phase will end sooner if you surrender your Contract or the "Covered Person" dies before the Annuity Commencement Date.

Issuing Your Contract

When you purchase a Contract, a completed Application and the initial Purchase Payment are sent to us for acceptance. When we accept an Individual Contract, we issue the Contract to you. When we accept a Group Contract, we issue the Contract to the Owner; we issue a Certificate to you as a Participant.

We will credit your initial Purchase Payment to your Account within 2 business days of receiving your completed Application. If your Application is not complete, we will notify you. If we do not have the necessary information to complete the Application within 5 business days, we will send your money back to you or ask your permission to retain your Purchase Payment until the Application is made complete. Then we will apply the Purchase Payment within 2 business days of when the Application is complete.

Amount and Frequency of Purchase Payments

The amount of Purchase Payments may vary; however, we will not accept an initial Purchase Payment of less than $10,000, and each additional Purchase Payment must be at least $1,000, unless we waive these limits. In addition, we will not accept a Purchase Payment if your Account Value is over $1 million, or if the Purchase Payment would cause your Account Value to exceed $1 million, unless we have approved the Payment in advance. Within these limits, you may make Purchase Payments at any time during the Accumulation Phase.

Allocation of Net Purchase Payments

You may allocate your Purchase Payments among the different Sub-Accounts and Guarantee Periods we offer, but any allocation to a Guarantee Period must be at least $1,000. Over the life of your Contract, you may allocate amounts among as many as 18 of the available options.

In your Application, you may specify the percentage of each Purchase Payment to be allocated to each Sub-Account or Guarantee Period. These percentages are called your allocation factors. Your allocation factors will remain in effect as long as your selected Sub-Accounts and Guarantee Periods continue to be available for investment. You may, however, change the allocation factors for future Payments by sending us notice of the change in a form acceptable to us. We will use your new allocation factors for the first Purchase Payment we receive with or after we have received notice of the change, and for all future Purchase Payments, until we receive another change notice.

Although it is currently not our practice, we may deduct applicable premium taxes or similar taxes from your Purchase Payments (see "Contract Charges -- Premium Taxes"). In that case, we will credit your Net Purchase Payment, which is the Purchase Payment minus the amount of those taxes.

Your Account

When we accept your first Purchase Payment, we establish an Account for you, which we maintain throughout the Accumulation Phase of your Contract.

Your Account Value

Your Account Value is the sum of the value of the 2 components of your Contract: the Variable Account portion of your Contract ("Variable Account Value") and the Fixed Account portion of your Contract ("Fixed Account Value"). These 2 components are calculated separately, as described under "Variable Account Value" and "Fixed Account Value."

Purchase Payment Interest

We will credit your Contract with interest at the rate you selected when you applied for the Contract. Currently, we offer 2 interest rate options:

Option A: The 2% Five-Year Anniversary Interest Option -- Under this option we will credit your Contract with interest at a rate of 2% of each Purchase Payment received prior to the first Account Anniversary. In addition, if you chose this option, we will credit your Contract with interest at a rate of 2% of the Account Value at the end of every Fifth-Year Anniversary.

Option B: The 3%, 4% or 5% Interest Option -- Under this option we will credit your Contract with interest at the following rates:

o	3% of each Purchase Payment if the sum of all Purchase Payments, reduced by the sum of all withdrawals (your "Net Purchase Payments"), is less than $100,000 on the day we receive the Purchase Payment;

o	4% of each Purchase Payment if your Net Purchase Payments is $100,000 or more but less than $500,000 on the day we receive the Purchase Payment; and

o	5% of each Purchase Payment if your Net Purchase Payments are $500,000 or more on the day we receive the Purchase Payment.

If you chose this Option B, there may be an additional credit paid at the end of the first Account Year. If your Net Purchase Payments at the end of your first Account Year are greater than or equal to $100,000, but less than $500,000, and some of your Net Purchase Payment(s) received a credit of 3% (rather than 4%), then an additional 1% will be paid on the amount of Net Purchase Payments that received the 3% credit. Similarly, if your Net Purchase Payments at the end of your first Account Year are greater than or equal to $500,000 and some of your Purchase Payment(s) received a credit of either 3% or 4% (rather than 5%), then an additional 2% or 1% will be paid on the amount of Net Purchase Payments that received a 3% credit or a 4% credit, respectively.

We credit Purchase Payment Interest during the same Valuation Period in which we receive the Purchase Payment. We allocate the Purchase Payment Interest to the Sub-Accounts and/or the Guarantee Periods in the same proportion as the Net Purchase Payment is allocated. For any additional 1% or 2% interest credit under Option B or any Fifth-Year Anniversary credit under Option A, we allocate the credit on a pro rata basis to all Sub-Accounts and/or Guarantee Periods in which you are invested, excluding any Guarantee Periods established to support a dollar-cost averaging program. Any additional interest adjustments will be credited on your Account Anniversary.

The Contracts are designed to give the most value to Participants with long-term investment goals. We will deduct the "Adjusted" Purchase Payment Interest if the Contract is returned during the "free look period." For a description of the free look period and Adjusted Purchase Payment Interest, see "Right to Return." For examples of how we calculate Purchase Payment Interest, see Appendix I.

We may credit Purchase Payment Interest at rates other than those described above on Contracts sold to officers, directors and employees of the Company or its affiliates, registered representatives, and employees of broker-dealers with a current selling agreement with the Company and affiliates of such representatives and broker-dealers, employees of affiliated asset management firms, and persons who have retired from such positions ("Eligible Employees") and immediate family members of Eligible Employees. The Company expects to make a profit on Purchase Payment Interest from the mortality and expense risk charge.

We may also credit the Purchase Payment Interest rates described above using different Net Purchase Payment dollar amount thresholds. Any change in the Net Purchase Payment dollar amount thresholds will be offered to all Participants on a prospective basis.

See "Tax Considerations -- Qualified Retirement Plans," if this Contract is to be purchased in connection with a tax qualified plan under Section 401(a) of the Code or a tax deferred annuity arrangement under Section 403(b) of the Code.

Variable Account Value
Variable Accumulation Units

In order to calculate your Variable Account Value, we use a measure called a Variable Accumulation Unit for each Sub-Account. Your Variable Account Value is the sum of your Account Value in each Sub-Account, which is the number of your Variable Accumulation Units for that Sub-Account times the value of each Unit.

Variable Accumulation Unit Value

The value of each Variable Accumulation Unit in a Sub-Account reflects the net investment performance of that Sub-Account. We determine that value once on each day that the New York Stock Exchange is open for trading, at the close of trading, which is currently 4:00 p.m., Eastern Time. (The close of trading is determined by the New York Stock Exchange.) We also may determine the value of Variable Accumulation Units of a Sub-Account on days the Exchange is closed if there is enough trading in securities held by that Sub-Account to materially affect the value of the Variable Accumulation Units. Each day we make a valuation is called a "Business Day." The period that begins at the time Variable Accumulation Units are valued on a Business Day and ends at that time on the next Business Day is called a Valuation Period. On days other than Business Days, the value of a Variable Accumulation Unit does not change.

To measure these values, we use a factor -- which we call the Net Investment Factor -- which represents the net return on the Sub-Account's assets. At the end of any Valuation Period, the value of a Variable Accumulation Unit for a Sub-Account is equal to the value of that Sub-Account's Variable Accumulation Units at the end of the previous Valuation Period, multiplied by the Net Investment Factor. We calculate the Net Investment Factor by dividing (1) the net asset value of a Fund share held in the Sub-Account at the end of that Valuation Period, plus the per share amount of any dividend or capital gains distribution made by that Fund during the Valuation Period, by (2) the net asset value per share of the Fund share at the end of the previous Valuation Period; then, for each day in the valuation period, we deduct a factor representing the asset-based insurance charges (the mortality and expense risk charges and the administrative expense charge) plus any applicable charge for optional death benefit riders. See "Contract Charges."

For a hypothetical example of how we calculate the value of a Variable Accumulation Unit, see the Statement of Additional Information.

Crediting and Canceling Variable Accumulation Units

When we receive an allocation to a Sub-Account, either from a Net Purchase Payment or a transfer of Account Value, we credit that amount to your Account in Variable Accumulation Units. Similarly, we cancel Variable Accumulation Units when you transfer or withdraw amounts from a Sub-Account, or when we deduct certain charges under the Contract. We determine the number of Units credited or canceled by dividing the dollar amount by the Variable Accumulation Unit value for that Sub-Account at the end of the Valuation Period during which the transaction or charge is effective.

Fixed Account Value

Your Fixed Account value is the sum of all amounts allocated to Guarantee Periods, either from Net Purchase Payments, transfers or renewals, plus interest credited on those amounts, and minus withdrawals, transfers out of Guarantee Periods, and any deductions for charges under the Contract taken from your Fixed Account Value.

A Guarantee Period begins the day we apply your allocation and ends when the number of calendar years (or months if the Guarantee Period is less than one year) in the Guarantee Period (measured from the end of the calendar month in which the amount was allocated to the Guarantee Period) have elapsed. The last day of the Guarantee Period is its Renewal Date.

Each additional Purchase Payment, transfer or renewal credited to your Fixed Account value will result in a new Guarantee Period with its own Renewal Date. Amounts allocated at different times to Guarantee Periods of the same duration may have different Renewal Dates.

Crediting Interest

We credit interest on amounts allocated to a Guarantee Period at the applicable Guaranteed Interest Rate for the duration of the Guarantee Period. During the Guarantee Period, we credit interest daily at a rate that yields the Guaranteed Interest Rate on an annual effective basis.

Guarantee Amounts

Period that will extend beyond your Maximum Annuity Commencement Date. Renewals into a Guarantee Period that extends beyond your maximum Annuity Commencement Date will result in an application of a Market Value Adjustment upon annuitization or withdrawals. Each new allocation to a Guarantee Period must be at least $1,000.

Renewals

We will notify you in writing between 45 and 75 days before the Renewal Date for any Guarantee Amount. If you would like to change your Fixed Account option, we must receive from you prior to the Renewal Date:

1)	written notice electing a different Guarantee Period from among those we then offer, or

2)	written instructions to transfer the Guarantee Amount to one or more Sub-Accounts, in accordance with the transfer privilege provisions of the Contract (see "Transfer Privilege.")

If we receive no instructions from you prior to the Renewal Date, we will automatically renew your Fixed Account allocation into a new Guarantee Period of the same duration as the last Guarantee Period. If we are no longer offering a Guarantee Period of the same duration, we will automatically transfer your Fixed Account allocation into the Money Market Sub-Account.

A Guarantee Amount will not renew into a Guarantee Period that will extend beyond your Maximum Annuity Commencement Date. In that case, unless you notify us otherwise, we will automatically renew your Guarantee Amount into the Money Market Sub-Account.

Early Withdrawals

If you withdraw, transfer, or annuitize an allocation to a Guarantee Period more than 30 days prior to the Renewal Date, we will apply a Market Value Adjustment to the transaction. This could result in an increase or decrease of your Account Value, depending on interest rates at the time. You bear the risk that you will receive less than your principal if the Market Value Adjustment applies.

Transfer Privilege
Permitted Transfers

During the Accumulation Phase, you may transfer all or part of your Account Value to one or more Sub-Accounts or Guarantee Periods then available, subject to the following restrictions:

o	You may not make more than 12 transfers in any Account Year;

o	The amount transferred from a Sub-Account must be at least $1,000, unless you are transferring your entire balance in that Sub-Account;

o	Your Account Value remaining in a Sub-Account must be at least $1,000;

o	The amount transferred from a Guarantee Period must be the entire Guarantee Amount, except for transfers of interest credited during the current Account Year;

o	At least 30 days must elapse between transfers to and from Guarantee Periods;

o	Transfers to or from Sub-Accounts are subject to terms and conditions that may be imposed by the Funds;

o	The total number of Sub-Accounts and Guarantee Periods within an Account may not exceed 18 over the lifetime of the Contract; and

o	We impose additional restrictions on market timers, which are further described below.

These restrictions do not apply to transfers made under any approved Optional Program. At our discretion, we may waive some or all of these restrictions.

There is usually no charge imposed on transfers; however, we reserve the right to impose a transfer charge of $15 for each transfer. Transfers out of a Guarantee Period made more than 30 days before the Renewal Date or any time after the Renewal Date will be subject to the Market Value Adjustment described below. Under current law, there is no tax liability for transfers.

Requests for Transfers

You may request transfers in writing or by telephone. If the request is by telephone, it must be made before the earlier of (a) 4:00 p.m. Eastern Time on a Business Day, or (b) the close of the New York Stock Exchange on days that the Stock Exchange closes before 4:00 p.m. Otherwise, your transfer request will be effective on the next Business Day. The telephone transfer privilege is available automatically, and does not require your written election. We will require personal identifying information to process a request for a transfer made by telephone. We will not be liable for following instructions communicated by telephone that we reasonably believe are genuine.

Your transfer request will be effective as of the close of the Business Day if we receive your transfer request before the earlier of (a) 4:00 p.m. Eastern Time on a Business Day, or (b) the close of the New York Stock Exchange on days that the Stock Exchange closes before 4:00 p.m. Otherwise, your transfer request will be effective on the next Business Day.

Market Timers

The Contracts are not designed for professional market timing organizations or other entities using programmed and frequent transfers. If you wish to employ such strategies, you should not purchase a Contract. Accordingly, transfers may be subject to restrictions if exercised by a market timing firm or any other third party authorized to initiate transfer transactions on behalf of multiple Participants. In imposing such restrictions, we may, among other things, not accept (1) the transfer instructions of any agent acting under a power of attorney on behalf of more than one Participant, or (2) the transfer instructions of individual Participants who have executed pre-authorized transfer forms that are submitted at the same time by market timing firms or other third parties on behalf of more than one Participant. We will not impose these restrictions unless our actions are reasonably intended to prevent the use of such transfers in a manner that will disadvantage or potentially impair the Contract rights of other Participants.

In addition, some of the Funds have reserved the right to temporarily or permanently refuse exchange requests from the Variable Account if, in the judgment of the Fund's investment adviser, the Fund would be unable to invest effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected. In particular, a pattern of exchanges that coincide with a market timing strategy may be disruptive to a Fund and therefore may be refused. Accordingly, the Variable Account may not be in a position to effectuate transfers and may refuse transfer requests without prior notice. We also reserve the right, for similar reasons, to refuse or delay exchange requests involving transfers to or from the Fixed Account.

Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates

We may reduce or waive the withdrawal charge, the mortality and expense risk charges, the administrative services charge, or the annual Account Fee, credit additional amounts, or grant bonus Guaranteed Interest Rates in certain situations. These situations may include sales of Contracts (1) where selling and/or maintenance costs associated with the Contracts are reduced, such as the sale of several Contracts to the same Participant, sales of large Contracts, and certain group sales, and (2) to officers, directors and employees of the Company or its affiliates, registered representatives and employees of broker-dealers with a current selling agreement with the Company and affiliates of such representatives and broker-dealers, employees of affiliated asset management firms, and persons who have retired from such positions ("Eligible Employees") and immediate family members of Eligible Employees. Eligible Employees and their immediate family members may also purchase a Contract without regard to minimum Purchase Payment requirements. For other situations in which withdrawal charges may be waived, see "Withdrawals, Withdrawal Charge and Market Value Adjustment."

Optional Programs
Dollar-Cost Averaging

Dollar-cost averaging allows you to invest gradually, over time, in up to 12 Sub-Accounts. You may select a dollar-cost averaging program at no extra charge by allocating a minimum of $1,000 to a designated Sub-Account or to a Guarantee Period we make available in connection with the program. Amounts allocated to the Fixed Account under the program will earn interest at a rate declared by the Company for the Guarantee Period you select. Previously applied amounts may not be transferred to a Guarantee Period made available in connection with this program. Each month or quarter, as you select, we will transfer the same amount automatically (including a portion of the Purchase Payment Interest) to one or more Sub-Accounts that you choose, up to a maximum of 12 Sub-Accounts. The program continues until your Account Value allocated to the program is depleted or you elect to stop the program. The final amount transferred from the Fixed Account will include all interest earned (excluding Purchase Payment Interest).

No Market Value Adjustment (either positive or negative) will apply to amounts automatically transferred from the Fixed Account under the dollar-cost averaging program. However, if you discontinue or alter the program prior to completion, amounts remaining in the Fixed Account will be transferred to the Sun Capital Money Market Sub-Account, unless you instruct us otherwise, and the Market Value Adjustment will be applied. Any new allocation of a Purchase Payment to the program is treated as commencing a new dollar-cost averaging program and is subject to the $1,000 minimum.

The main objective of a dollar-cost averaging program is to minimize the impact of short-term price fluctuations on Account Value. In general, since you transfer the same dollar amount to the variable investment options at set intervals, dollar-cost averaging allows you to purchase more Variable Accumulation Units (and, indirectly, more Fund shares) when prices are low and fewer Variable Accumulation Units (and, indirectly, fewer Fund shares) when prices are high. Therefore, you may achieve a lower average cost per Variable Accumulation Unit over the long term. A dollar-cost averaging program allows you to take advantage of market fluctuations. However, it is important to understand that a dollar-cost averaging program does not assure a profit or protect against loss in a declining market. We do not allow transfers into any of the Guarantee Periods.

Asset Allocation

One or more asset allocation programs may be available in connection with the Contracts, at no extra charge. Asset allocation is the process of investing in different asset classes -- such as equity funds, fixed income funds, and money market funds -- depending on your personal investment goals, tolerance for risk, and investment time horizon. By spreading your money among a variety of asset classes, you may be able to reduce the risk and volatility of investing, although there are no guarantees, and asset allocation does not insure a profit or protect against loss in a declining market.

Currently, you may select one of the available asset allocation models, each of which represents a combination of Sub-Accounts with a different level of risk. These models, as well as the terms and conditions of the asset allocation program, are fully described in a separate brochure. We may add or delete programs in the future.

If you elect an asset allocation program, we will automatically allocate your Purchase Payments among the Sub-Accounts represented in the model you choose. By electing an asset allocation program, you thereby authorize us to automatically reallocate your investment options, as determined by the terms of the asset allocation program, to reflect the current composition of the model you have selected, without further instruction, until we receive notification that you wish to terminate the program, or choose a different model.

Systematic Withdrawal and Interest Out Programs

If you have an Account Value of $10,000 or more, you may select our Systematic Withdrawal Program or our Interest Out Program.

Under the Systematic Withdrawal Program, you determine the amount and frequency of regular withdrawals you would like to receive from your Fixed Account Value and/or Variable Account Value and we will effect them automatically; a Market Value Adjustment may be applicable upon withdrawal. Under the Interest Out Program, we automatically pay to you, or reinvest, interest credited for all Guarantee Periods you have chosen. The withdrawals under these programs are subject to surrender charges. They may also be included as income and subject to a 10% federal tax penalty. You should consult your tax adviser before choosing these options.

You may change or stop either program at any time, by written notice to us.

Portfolio Rebalancing Program

Under the Portfolio Rebalancing Program, we transfer funds among the Sub-Accounts to maintain the percentage allocation you have selected among these Sub-Accounts. At your election, we will make these transfers on a quarterly, semi-annual or annual basis.

Portfolio Rebalancing does not permit transfers to or from any Guarantee Period.

Principal Returns Program

Under the Principal Returns Program, we divide your Purchase Payments and Purchase Payment Interest between the Fixed Account and the Variable Account. For the Fixed Account portion, you choose a Guarantee Period from among those we offer. We then allocate to that Guarantee Period the portion of your Purchase Payment and Purchase Payment Interest necessary so that, at the end of the Guarantee Period, your Fixed Account allocation, including interest, will equal the entire amount of your original Purchase Payment. The remainder of the original Purchase Payment and Purchase Payment Interest will be invested in the Sub-Accounts of your choice. At the end of the Guarantee Period, you will be guaranteed the amount of your Purchase Payment and Purchase Payment Interest (assuming no withdrawals), plus you will have the benefit, if any, of the investment performance of the Sub-Accounts you have chosen.

WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT

Cash Withdrawals
Requesting a Withdrawal

At any time during the Accumulation Phase you may withdraw in cash all or any portion of your Account Value. To make a withdrawal, you must send us a written request at our Annuity Mailing Address. Your request must specify whether you want to withdraw the entire amount of your Account or, if less, the amount you wish to receive.

All withdrawals may be subject to a withdrawal charge (see "Withdrawal Charge," below), and withdrawals from your Fixed Account Value also may be subject to a Market Value Adjustment (see "Market Value Adjustment," below). Withdrawals also may have adverse federal income tax consequences, including a 10% penalty tax (see "Tax Considerations"). You should carefully consider these tax consequences before requesting a cash withdrawal.

Full Withdrawals

If you request a full withdrawal, we calculate the amount we will pay you as follows: We start with the total value of your Account at the end of the Valuation Period during which we receive your withdrawal request; we deduct the Account Fee for the Account Year in which the withdrawal is made; we add or subtract the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally, we deduct any applicable withdrawal charge.

A full withdrawal results in the surrender of your Contract, and cancellation of all rights and privileges under your Contract.

Partial Withdrawals

If you request a partial withdrawal, we will pay you the actual amount specified in your request and then adjust the value of your Account by deducting the amount paid, adding or deducting any Market Value Adjustment applicable to amounts withdrawn from the Fixed Account, and deducting any applicable withdrawal charge.

You may specify the amount you want withdrawn from each Sub-Account and/or Guarantee Amount to which your Account is allocated. If you do not so specify, we will deduct the total amount you request pro rata, based on your Account Value at the end of the Valuation Period during which we receive your request.

If you request a partial withdrawal that would result in your Account Value being reduced to an amount less than the Account Fee for the Account Year in which you make the withdrawal, we will treat it as a request for a full withdrawal.

Time of Payment

We will pay you the applicable amount of any full or partial withdrawal within 7 days after we receive your withdrawal request, except in cases where we are permitted, and choose, to defer payment under the Investment Company Act of 1940 and applicable state insurance law. Currently, we may defer payment of amounts you withdraw from the Variable Account only for the following periods:

o	When the New York Stock Exchange is closed (except weekends and holidays) or when trading on the New York Stock Exchange is restricted;

o	When it is not reasonably practical to dispose of securities held by a Fund or to determine the value of the net assets of a Fund, because an emergency exists; or

o	When an SEC order permits us to defer payment for the protection of Participants.

We also may defer payment of amounts you withdraw from the Fixed Account for up to 6 months from the date we receive your withdrawal request. We do not pay interest on the amount of any payments we defer.

Withdrawal Restrictions for Qualified Plans

If your Contract is a Qualified Contract, you should carefully check the terms of your retirement plan for limitations and restrictions on cash withdrawals.

Special restrictions apply to withdrawals from Contracts used for Section 403(b) annuities. See "Tax Considerations -- Tax-Sheltered Annuities."

Withdrawal Charge

We do not deduct any sales charge from your Purchase Payments when they are made. However, we may impose a withdrawal charge (known as a "contingent deferred sales charge") on certain amounts you withdraw. We impose this charge to defray some of our expenses related to the sale of the Contracts, such as commissions we pay to agents, the cost of sales literature, and other promotional costs and transaction expenses.

Free Withdrawal Amount

In each Account Year you may withdraw a portion of your Account Value -- which we call the "free withdrawal amount" -- before incurring the withdrawal charge. For any year, the free withdrawal amount is equal to the amount of all Purchase Payments made before the last 7 Account Years that you have not previously withdrawn, PLUS the greater of:

(1)	your Contract's earnings (defined below) during the prior Account Year; and

(2)	10% of the amount of all Purchase Payments you have made during the last 7 Account Years, including the current Account Year.

Any portion of the "free withdrawal amount" that you do not use in an Account Year is not cumulative; that is, it will not be carried forward or available for use in future years.

Your Contract's earnings during the prior Account Year are equal to:

(a)	the difference between your Account Value at the end of the prior Account Year and your Account Value at the beginning of the prior Account Year, minus

(b)	any Purchase Payments made during the prior Account Year, plus

(c)	any partial withdrawals and charges taken during the prior Account Year.

For an example of how we calculate the "free withdrawal amount," see Appendix C.

Order of Withdrawal

When you make a withdrawal, we consider the oldest remaining Purchase Payment to be withdrawn first, then the next oldest, and so forth. Once all Purchase Payments are withdrawn, the balance withdrawn is considered to be accumulated value and is not subject to a withdrawal charge.

Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the Account Year in which you made the Payment, but not the Account Year in which you withdraw it. Each Payment begins a new 7-year period and moves down a declining surrender charge scale as shown below at each Account Anniversary. Payments received during the current Account Year will be charged 8%, if withdrawn. On your next scheduled Account Anniversary, that Payment, along with any other Payments made during that Account Year, will be considered to be in their second Account Year and will have an 8% withdrawal charge. On the next Account Anniversary, these payments will move into their third Account Year and will have a withdrawal charge of 7%, if withdrawn. This withdrawal charge decreases according to the number of Account Years the Purchase Payment has been held in your Account.

Number of
Account Years
Payment has
Been	Withdrawal
In Your Account	Charge
0-1	8%
1-2	8%
2-3	7%
3-4	7%
4-5	6%
5-6	5%
6-7	4%
7+	0%

For example, the percentage applicable to withdrawals of a Payment that has been in an Account for more than 2 Account Years but less than 3 will be 7% regardless of the issue date of the Contract.

The withdrawal charge will never be greater than 8% of the excess of Purchase Payments you make under your Contract over the "free withdrawal amount," as defined above.

For a Group Contract, we may modify the withdrawal charges and limits, upon notice to the Owner of the Group Contract. However, any modification will apply only to Accounts established after the date of the modification.

For additional examples of how we calculate withdrawal charges, see Appendix C.

Types of Withdrawals Not Subject to Withdrawal Charge
Nursing Home Waiver

If approved by your state, we will waive the withdrawal charge for a full or partial withdrawal if:

o	at least one year has passed since we issued your Contract, and

o	you are confined to an eligible nursing home and have been confined there for at least the preceding 180 days, or any shorter period required by your state.

o	your confinement to an eligible nursing home began after your Issue Date.

An "eligible nursing home" means a licensed hospital or licensed skilled or intermediate care nursing facility at which medical treatment is available on a daily basis and daily medical records are kept for each patient. You must provide us with evidence of confinement in the form we determine.

Minimum Distributions

For each Qualified Contract, the free withdrawal amount in any Account Year will be the greater of the free withdrawal amount described above or any amounts required to be withdrawn to comply with the minimum distribution requirement of the Internal Revenue Code. This waiver of the withdrawal charge applies only to the portion of the required minimum distribution attributable to that Qualified Contract.

Other Withdrawals

We do not impose the withdrawal charge on amounts you apply to provide an annuity, amounts we pay as a death benefit (except under the Cash Surrender method), or amounts you transfer among the Sub-Accounts, between the Sub-Accounts and the Fixed Account, or within the Fixed Account.

Market Value Adjustment

We will apply a Market Value Adjustment if you withdraw or transfer amounts from your Fixed Account Value more than 30 days before the end of the applicable Guarantee Period. For this purpose, using Fixed Account Value to provide an annuity is considered a withdrawal, and the Market Value Adjustment will apply. However, we will not apply the Market Value Adjustment to automatic transfers to a Sub-Account from a Guarantee Period as part of our dollar-cost averaging program.

We apply the Market Value Adjustment separately to each Guarantee Amount in the Fixed Account, that is to each separate allocation you have made to a Guarantee Period together with interest credited on that allocation. However, we do not apply the adjustment to the amount of interest credited during your current Account Year. Any withdrawal from a Guarantee Amount is attributed first to such interest.

A Market Value Adjustment may decrease, increase or have no effect on your Account Value. This will depend on changes in interest rates since you made your allocation to the Guarantee Period and the length of time remaining in the Guarantee Period. In general, if the Guaranteed Interest Rate we currently declare for Guarantee Periods equal to the balance of your Guarantee Period (or your entire Guarantee Period for Guarantee Periods of less than one year) is higher than your Guaranteed Interest Rate, the Market Value Adjustment is likely to decrease your Account Value. If our current Guaranteed Interest Rate is lower, the Market Value Adjustment is likely to increase your Account Value.

We determine the amount of the Market Value Adjustment by multiplying the amount that is subject to the adjustment by the following formula:

[(1 + I) / (1 + J + b)] ^ (N/12) -1

where:

I	is the Guaranteed Interest Rate applicable to the Guarantee Amount from which you withdraw, transfer or annuitize;

J	is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for Guarantee Periods equal to the length of time remaining in the Guarantee Period applicable to your Guarantee Amount, rounded to the next higher number of complete years, for Guarantee Periods of one year or more. For any Guarantee Periods of less than one year, J is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for a Guarantee Period of the same length as your Guarantee Period. If, at that time, we do not offer the applicable Guarantee Period we will use an interest rate determined by straight-line interpolation of the Guaranteed Interest Rates for the Guarantee Periods we do offer;

N	is the number of complete months remaining in your Guarantee Period; and

b	is a factor that currently is 0% but that in the future we may increase to up to 0.25%. Any increase would be applicable only to Participants who purchase their Contracts after the date of that increase. The "b" factor is the amount that will be used to cover market volatility (I.E., credit risk), basis risk, and /or liquidity costs.

We will apply the Market Value Adjustment to the amount being withdrawn after deduction of any Account Fee, if applicable, but before we impose any withdrawal charge on the amount withdrawn.

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For examples of how we calculate the Market Value Adjustment, see Appendix B.

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No Market Value Adjustment will apply to Contracts issued in the states of California, Maryland, Oregon, Texas and Washington.

CONTRACT CHARGES

Account Fee

During the Accumulation Phase of your Contract, we will deduct from your Account an annual Account Fee of $35 to help cover the administrative expenses we incur related to the issuance of Contracts and the maintenance of Accounts. We deduct the Account Fee on each Account Anniversary. In Account Years 1 through 5, the Account Fee is $35. After Account Year 5, we may change the Account Fee each year, but the Account Fee will never exceed $50. We deduct the Account Fee pro rata from each Sub-Account and each Guarantee Period, based on the allocation of your Account Value on your Account Anniversary.

We will not charge the Account Fee if:

(1)	your Account has been allocated only to the Fixed Account during the applicable Account Year; or

(2)	your Account Value is more than $100,000 on your Account Anniversary.

If you make a full withdrawal of your Account, we will deduct the full amount of the Account Fee at the time of the withdrawal. In addition, on the Annuity Commencement Date we will deduct a pro rata portion of the Account Fee to reflect the time elapsed between the last Account Anniversary and the day before the Annuity Commencement Date.

After the Annuity Commencement Date, we will deduct an annual Account Fee of $35 in the aggregate in equal amounts from each Variable Annuity payment we make during the year. We do not deduct any Account Fee from Fixed Annuity payments.

Administrative Expense Charge

We deduct an administrative expense charge from the assets of the Variable Account at an annual effective rate equal to 0.15% during both the Accumulation Phase and the Income Phase. This charge is designed to reimburse us for expenses we incur in administering the Contracts, the Accounts and the Variable Account that are not covered by the annual Account Fee.

Mortality and Expense Risk Charge

During both the Accumulation Phase and the Income Phase, we deduct a mortality and expense risk charge from the assets of the Variable Account at an effective annual rate equal to 1.30%. The mortality risk we assume arises from our contractual obligation to continue to make annuity payments to each Annuitant, regardless of how long the Annuitant lives and regardless of how long all Annuitants as a group live. This obligation assures each Annuitant that neither the longevity of fellow Annuitants nor an improvement in life expectancy generally will have an adverse effect on the amount of any annuity payment received under the Contract. The mortality risk also arises from our contractual obligation to pay a death benefit upon the death of the Participant prior to the Annuity Commencement Date. The expense risk we assume is the risk that the Account Fee and administrative expense charge we assess under the Contracts may be insufficient to cover the actual total administrative expenses we incur. If the amount of the charge is insufficient to cover the mortality and expense risks, we will bear the loss. If the amount of the charge is more than sufficient to cover the risks, we will make a profit on the charge. We expect to make a profit on the excess expense charge associated with the Purchase Payment Interest. We may use this profit for any proper corporate purpose, including the payment of marketing and distribution expenses for the Contracts.

Charges for Optional Death Benefit Riders

If you elect an optional death benefit rider, we will deduct, during the Accumulation Phase, a charge from the assets of the Variable Account depending upon which of the optional death benefit rider(s) you elect.

	% of Average
Rider(S) You Elect*	Daily Value
"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus with MAV"	0.40%
"EEB Plus with 5% Roll-Up"	0.40%

-------------------------------------------

*As defined below

Premium Taxes

Some states and local jurisdictions impose a premium tax on us that is equal to a specified percentage of the Purchase Payments you make. In many states there is no premium tax. We believe that the amounts of applicable premium taxes currently range from 0% to 3.5%. You should consult a tax adviser to find out if your state imposes a premium tax and the amount of any tax.

In order to reimburse us for the premium tax we may pay on Purchase Payments, our policy is to deduct the amount of such taxes from the amount you apply to provide an annuity at the time of annuitization. However, we reserve the right to deduct the amount of any applicable tax from your Account at any time, including at the time you make a Purchase Payment or make a full or partial withdrawal. We do not make any profit on the deductions we make to reimburse premium taxes.

Fund Expenses

There are fees and charges deducted from each Fund. These fees and expenses are described in the Fund prospectuses and related Statements of Additional Information.

Modification in the Case of Group Contracts

For Group Contracts, we may modify the annual Account Fee, the administrative expense charge and the mortality and expense risk charge upon notice to Owners. However, such modification will apply only with respect to Participant Accounts established after the effective date of the modification.

DEATH BENEFIT

If you die during the Accumulation Phase, we will pay a death benefit to your Beneficiary, using the payment method elected (a single cash payment or one of our Annuity Options). If the Beneficiary is not living on your date of death, we will pay the death benefit in one sum to your estate. We do not pay a death benefit if you die during the Income Phase. However, the Beneficiary will receive any payments provided under an Annuity Option that is in effect.

Amount of Death Benefit

To calculate the amount of your death benefit, we use a "Death Benefit Date." The Death Benefit Date is the date we receive proof of your death in an acceptable form ("Due Proof of Death") if you have elected a death benefit payment method before your death and it remains effective. Otherwise, the Death Benefit Date is the later of the date we receive Due Proof of Death or the date we receive the Beneficiary's election of either payment method or, if the Beneficiary is your spouse, Contract continuation. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, we reserve the right to provide a lump sum to your Beneficiary.

The amount of the death benefit is determined as of the Death Benefit Date.

The Basic Death Benefit

In general, if you were 85 or younger on your Contract Date (the date we accepted your first Purchase Payment), the death benefit will be the greatest of the following amounts:

1.	Your Account Value for the Valuation Period during which the Death Benefit Date occurs;

2.	The amount we would pay if you had surrendered your entire Account on the Death Benefit Date; and

3.	Your total Purchase Payments (adjusted for partial withdrawals as described in "Calculating the Death Benefit") as of the Death Benefit Date.

For examples of how to calculate this basic death benefit, see Appendix C.

If you were 86 or older on your Contract Date, the death benefit is equal to amount (2) above. Because this amount will reflect any applicable withdrawal charges and Market Value Adjustment, the basic death benefit may be less than your Account Value.

Optional Death Benefit Riders

Subject to availability in your state, you may enhance the basic death benefit by electing one or more of the following optional death benefit riders. You must make your election before the date on which your Contract becomes effective. You will pay a charge for each optional death benefit rider you elect. (For a description of these charges, see "Charges for Optional Death Benefit Riders.") The riders are available only if you are younger than 80 on the Contract Date. Any optional death benefit rider election may not be changed after your Contract is issued. The death benefit under all optional death benefit riders will be adjusted for all partial withdrawals as described in the Prospectus under the heading "Calculating the Death Benefit." For examples of how the death benefit is calculated under the optional death benefit riders, see Appendices D - H.

Maximum Anniversary Account Value ("MAV") Rider

Under this rider, the death benefit will be the greater of:

o	the amount payable under the basic death benefit, above, or

o	your highest Account Value on any Account Anniversary before your 81st birthday, adjusted for any subsequent Purchase Payments, partial withdrawals and charges made between that Account Anniversary and the Death Benefit Date.

5% Premium Roll-Up ("5% Roll-Up") Rider

Under this rider, the death benefit will be the greater of:

o	the amount payable under the basic death benefit, above, or

o	the sum of your total Purchase Payments plus interest accruals, adjusted for partial withdrawals.

Under this rider, interest accrues at 5% per year on Purchase Payments and transfers to the Variable Account while they remain in the Variable Account. The 5% interest accruals will continue until the earlier of:

o	the first day of the month following your 80th birthday, or

o	the day the death benefit amount under this rider equals twice the total of your Purchase Payments and transferred amounts, adjusted for withdrawals.

Earnings Enhancement ("EEB") Rider

If you elect this EEB Rider, your death benefit will be the amount payable under the basic death benefit, PLUS the "EEB amount." Calculated as of your Death Benefit Date, the "EEB amount" is determined as follows:

o	If you are 69 or younger on your Contract Date, the "EEB amount" will be 40% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 40% of the Net Purchase Payments made prior to your death.

o	If you are between the ages of 70 and 79 on your Contract Date, the "EEB amount" will be 25% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 25% of the Net Purchase Payments prior to your death.

Earnings Enhancement Plus ("EEB Plus") Rider

If you elect this EEB Plus Rider, your death benefit will be the amount payable under the basic death benefit, PLUS the "EEB Plus amount." Calculated as of the Death Benefit Date, the "EEB Plus amount" is determined as follows:

o	If you are 69 or younger on your Contract Date, the "EEB Plus amount" will be 40% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 100% of the Net Purchase Payments made prior to your death. After the 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made within the twelve months prior to your death.

o	If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus amount" will be 25% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 40% of the Net Purchase Payments made prior to your death. After the 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

Earnings Enhancement Plus With MAV ("EEB Plus MAV") Rider

If you elect this EEB Plus MAV Rider, your death benefit will be the death benefit payable under the MAV Rider PLUS the "EEB Plus MAV amount." Calculated as of your Death Benefit Date, the "EEB Plus MAV amount" is as follows:

o	If you are 69 or younger on your Contract Date, the "EEB Plus MAV amount" will be 40% of the difference between the death benefit payable under the MAV Rider and your Net Purchase Payments, up to a cap of 100% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

o	If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus MAV amount" will be 25% of the difference between the death benefit payable under the MAV Rider and your Net Purchase Payments, up to a cap of 40% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

Earnings Enhancement Plus With 5% Roll-Up ("EEB Plus 5% Roll-Up") Rider

If you elect this EEB Plus 5% Roll-Up Rider, your death benefit will be the death benefit payable under the 5% Roll-Up Rider PLUS the "EEB Plus 5% Roll-Up amount." Calculated as of your Death Benefit Date, the "EEB Plus 5% Roll-Up amount" is determined as follows:

o	If you are 69 or younger on your Contract Date, the "EEB Plus 5% Roll-Up amount" will be 40% of the difference between the death benefit payable under the 5% Roll-Up Rider and your Net Purchase Payments, up to a cap of 100% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

o	If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus 5% Roll-Up amount" will be 25% of the difference between the death benefit payable under the 5% Roll-Up Rider and your Net Purchase Payments, up to a cap of 40% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

Selecting Multiple Death Benefit Riders

The MAV Rider, the 5% Roll-Up Rider, and the EEB Rider can be combined. If you elect more than one of these three optional death benefit riders, your death benefit will be calculated as follows:

o	MAV Rider combined with 5% Roll-Up Rider: The death benefit will equal the greater of the death benefit under the MAV Rider and the death benefit under the 5% Roll-Up Rider.

o	MAV Rider combined with EEB Rider: The death benefit will equal the death benefit under the MAV Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the MAV Rider.

o	EEB Rider combined with 5% Roll-Up Rider: The death benefit will equal the death benefit under the 5% Roll-Up Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the 5% Roll-Up Rider.

o	MAV Rider, the 5% Roll-Up Rider and the EEB Rider: The death benefit will equal the greater of the death benefit under the MAV Rider or the death benefit under the 5% Roll-Up Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the 5% Roll-Up Rider and the MAV Rider.

The EEB Plus, EEB Plus MAV, and EEB Plus 5% Roll-Up Riders are designed to be "comprehensive" riders and may not be combined with each other or with any of the other death benefit riders.

Spousal Continuance

If your spouse is your Beneficiary, upon your death your spouse may elect to continue the Contract as the Participant, rather than receive the death benefit amount. In that case, we will not pay a death benefit, but the Contract's Account Value will be equal to your Contract's death benefit amount, as defined under the basic death benefit or any rider you have selected. All Contract provisions, including any riders you have selected, will continue as if your spouse had purchased the Contract on the Death Benefit Date with a value equal to the death benefit amount. For purposes of calculating death benefits and expenses from that date forward, the surviving spouse's age on the original effective date of the Contract will be used. Upon surrender or annuitization, this step-up to the spouse will not be treated as premium, but will be treated as income.

Calculating the Death Benefit

In calculating the death benefit amount payable under option (3) of the basic death benefit or any of the optional death benefit riders, any partial withdrawals will reduce the death benefit amount to an amount equal to the death benefit amount immediately before the withdrawal multiplied by the ratio of the Account Value immediately after the withdrawal to the Account Value immediately before the withdrawal.

If the death benefit is the amount payable under options (2) or (3) of the basic death benefit or under any of the optional death benefit riders, your Account Value will be increased by the excess, if any, of that amount over option (1) of the basic death benefit. Any such increase will be allocated to the Sub-Accounts in proportion to your Account Value in those Sub-Accounts on the Death Benefit Date. Also, any portion of this new Account Value attributed to the Fixed Account will be transferred to the Sun Capital Money Market Sub-Account (without the application of a Market Value Adjustment). If your spouse, as the named Beneficiary, elects to continue the Contract after your death, your spouse may transfer any such Fixed Account portion back to the Fixed Account and begin a new Guarantee Period.

Method of Paying Death Benefit

The death benefit may be paid in a single cash payment or as an annuity (either fixed, variable or a combination), under one or more of our Annuity Options. We describe the Annuity Options in this Prospectus under "The Income Phase -- Annuity Provisions."

During the Accumulation Phase, you may elect the method of payment for the death benefit. If no such election is in effect on the date of your death, the Beneficiary may elect either a single cash payment or an annuity. If the Beneficiary is the Owner's spouse, the Beneficiary may elect to continue the Contract. These elections are made by sending us a completed election form, which we will provide. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, we will pay the death benefit in a single cash payment.

If we pay the death benefit in the form of an Annuity Option, the Beneficiary becomes the Annuitant/Payee under the terms of that Annuity Option.

Non-Qualified Contracts

If your Contract is a Non-Qualified Contract, special distribution rules apply to the payment of the death benefit. The amount of the death benefit must be distributed either (1) as a lump sum within 5 years after your death or (2) if in the form of an annuity, over a period not greater than the life or expected life of the "designated beneficiary" within the meaning of Section 72(s) of the Internal Revenue Code, with payments beginning no later than one year after your death.

The person you have named as Beneficiary under your Contract, if any, will be the "designated beneficiary." If the named Beneficiary is not living and no contingent beneficiary has been named, the surviving Participant, if any, or the estate of the deceased Participant automatically becomes the designated beneficiary.

If the designated beneficiary is your surviving spouse, your spouse may continue the Contract in his or her own name as Participant. To make this election, your spouse must give us written notification within 60 days after we receive Due Proof of Death. The special distribution rules will then apply on the death of your spouse. To understand what happens when your spouse continues the Contract, see "Spousal Continuance," above.

During the Income Phase, if the Annuitant dies, the remaining value of the Annuity Option(s) in place must be distributed at least as rapidly as the method of distribution under that option.

If the Participant is not a natural person, these distribution rules apply upon the death ofany Annuitant.

Payments made in contravention of these special rules would adversely affect the treatment of the Contracts as annuity contracts under the Internal Revenue Code. Neither you nor the Beneficiary may exercise rights that would have that effect.

Selection and Change of Beneficiary

You select your Beneficiary in your Application. You may change your Beneficiary at any time by sending us written notice on our required form, unless you previously made an irrevocable Beneficiary designation. A new Beneficiary designation is not effective until we record the change.

Payment of Death Benefit

Payment of the death benefit in cash will be made within 7 days of the Death Benefit Date, except if we are permitted to defer payment in accordance with the Investment Company Act of 1940. If an Annuity Option is elected, the Annuity Commencement Date will be the first day of the second calendar month following the Death Benefit Date, and your Account will remain in effect until the Annuity Commencement Date.

Due Proof of Death

We accept any of the following as proof of any person's death:

o	An original certified copy of an official death certificate;

o	An original certified copy of a decree of a court of competent jurisdiction as to the finding of death; or

o	Any other proof we find satisfactory.

THE INCOME PHASE -- ANNUITY PROVISIONS

During the Income Phase, we make regular monthly annuity payments to the Annuitant.

The Income Phase of your Contract begins with the Annuity Commencement Date. On that date, we apply your Account Value, adjusted as described below, under the Annuity Option(s) you have selected, and we make the first payment.

Once the Income Phase begins, no lump sum settlement option or cash withdrawals are permitted, except pursuant to Annuity Option D, Monthly Payments for a Specified Period Certain, as described below under the heading "Annuity Options," and you cannot change the Annuity Option selected. You may request a full withdrawal before the Annuity Commencement Date, which will be subject to

all charges applicable on withdrawals. See "Withdrawals, Withdrawal Charge and Market Value Adjustment."

Selection of the Annuitant or Co-Annuitant

You select the Annuitant in your Application. The Annuitant is the person who receives annuity payments during the Income Phase and on whose life these payments are based. In your Contract, the Annuity Option(s) refer to the Annuitant as the "Payee." If you name someone other than yourself as Annuitant and the Annuitant dies before the Income Phase, you become the Annuitant.

In a Non-Qualified Contract, if you name someone other than yourself as Annuitant, you may also select a Co-Annuitant, who will become the new Annuitant if the original Annuitant dies before the Income Phase. If both the Annuitant and Co-Annuitant die before the Income Phase, you become the Annuitant. If you have named both an Annuitant and a Co-Annuitant, you may designate one of them to become the sole Annuitant as of the Annuity Commencement Date, if both are living at that time. If you have not made that designation on the 30th day before the Annuity Commencement Date, and both the Annuitant and the Co-Annuitant are still living, the Co-Annuitant will become the Annuitant.

When an Annuity Option has been selected as the method of paying the death benefit, the Beneficiary is the Payee of the annuity payment.

Selection of the Annuity Commencement Date

You select the Annuity Commencement Date in your Application. The following restrictions apply to the date you may select:

o	The earliest possible Annuity Commencement Date is the first day of the first month following your first Account Anniversary.

o	The latest possible Annuity Commencement Date is the first day of the month following the Annuitant's 95th birthday or, if there is a Co-Annuitant, the 95th birthday of the younger of the Annuitant and Co-Annuitant.

o	The Annuity Commencement Date must always be the first day of a month.

You may change the Annuity Commencement Date from time to time by sending us written notice, with the following additional limitations:

o	We must receive your notice at least 30 days before the current Annuity Commencement Date.

o	The new Annuity Commencement Date must be at least 30 days after we receive the notice.

There may be other restrictions on your selection of the Annuity Commencement Date imposed by your retirement plan or applicable law. In most situations, current law requires that for a Qualified Contract, certain minimum distributions must commence no later than April 1 following the year the Annuitant reaches age 70 1/2 (or, for Qualified Contracts other than IRAs, no later than April 1 following the year the Annuitant retires, if later than the year the Annuitant reaches age 70 1/2).

Annuity Options

We offer the following Annuity Options for payments during the Income Phase. Each Annuity Option may be selected for a Variable Annuity, a Fixed Annuity, or a combination of both. We may also agree to other settlement options, in our discretion.

Annuity Option A -- Life Annuity

We provide monthly payments during the lifetime of the Annuitant. Annuity payments stop when the Annuitant dies. There is no provision for continuation of any payments to a Beneficiary.

Annuity Option B -- Life Annuity With 60, 120, 180 or 240 Monthly Payments Certain

We make monthly payments during the lifetime of the Annuitant. In addition, we guarantee that the Beneficiary will receive monthly payments for the remainder of the period certain, if the Annuitant dies during that period. The election of a longer period results in smaller monthly payments. If no Beneficiary is designated, we pay the discounted value of the remaining payments in one sum to the Annuitant's estate. The Beneficiary may also elect to receive the discounted value of the remaining payments in one sum. The discount rate for a Variable Annuity will be the assumed interest rate in effect; the discount rate for a Fixed Annuity will be based on the interest rate we used to determine the amount of each payment.

Annuity Option C -- Joint and Survivor Annuity

We make monthly payments during the lifetime of the Annuitant and another person you designate and during the lifetime of the survivor of the two. We stop making payments when the survivor dies. There is no provision for continuance of any payments to a Beneficiary.

Annuity Option D -- Monthly Payments for a Specified Period Certain

We make monthly payments for a specified period of time from 10 to 30 years, as you elect. If payments under this option are paid on a variable annuity basis, the Annuitant may elect to receive in one sum the discounted value of the remaining payments, less any applicable withdrawal charge; the discount rate for this purpose will be the assumed interest rate in effect. If the Annuitant dies during the period selected, the remaining income payments are made as described under Annuity Option B. The election of this Annuity Option may result in the imposition of a penalty tax.

Selection of Annuity Option

You select one or more of the Annuity Options, which you may change from time to time during the Accumulation Phase, as long as we receive your selection or change in writing at least 30 days before the Annuity Commencement Date. If we have not received your written selection on the 30th day before the Annuity Commencement Date, you will receive Annuity Option B, for a life annuity with 120 monthly payments certain.

You may specify the proportion of your Adjusted Account Value you wish to provide a Variable Annuity or a Fixed Annuity. Under a Variable Annuity, the dollar amount of payments will vary, while under a Fixed Annuity, the dollar amount of payments will remain the same. If you do not specify a Variable Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between Variable Annuities and Fixed Annuities in the same proportions as your Account Value was divided between the Variable and Fixed Accounts on the Annuity Commencement Date. You may allocate your Adjusted Account Value applied to a Variable Annuity among the Sub-Accounts, or we will use your existing allocations.

There may be additional limitations on the options you may elect under your particular retirement plan or applicable law.

Remember that the Annuity Options may not be changed once annuity payments begin.
Amount of Annuity Payments
Adjusted Account Value

The Adjusted Account Value is the amount we apply to provide a Variable Annuity and/or a Fixed Annuity. We calculate Adjusted Account Value by taking your Account Value on the Business Day just before the Annuity Commencement Date and making the following adjustments:

o	We deduct a proportional amount of the Account Fee, based on the fraction of the current Account Year that has elapsed.

o	If applicable, we apply the Market Value Adjustment to your Account Value in the Fixed Account, which may result in a deduction, an addition, or no change.

o	We deduct any applicable premium tax or similar tax if not previously deducted.

Variable Annuity Payments

On the Annuity Commencement Date, we will exchange your Account's Variable Annuity Units for Annuitization Units which have annual insurance charges of 1.45% of your Account's average daily net assets. Variable Annuity payments may vary each month. We determine the dollar amount of the first payment using the portion of your Adjusted Account Value applied to a Variable Annuity and the Annuity Payment Rates in your Contract, which are based on an assumed interest rate of 3% per year, compounded annually. See "Annuity Payment Rates."

To calculate the remaining payments, we convert the amount of the first payment into Annuity Units for each Sub-Account; we determine the number of those Annuity Units by dividing the portion of the first payment attributable to the Sub-Account by the Annuity Unit Value of that Sub-Account for the Valuation Period ending just before the Annuity Commencement Date. This number of Annuity Units for each Sub-Account will remain constant (unless the Annuitant requests an exchange of Annuity Units). However, the dollar amount of the next Variable Annuity payment -- which is the sum of the number of Annuity Units for each Sub-Account times its Annuity Unit Value for the Valuation Period ending just before the date of the payment -- will increase, decrease, or remain the same, depending on the net investment return of the Sub-Accounts.

If the net investment return of the Sub-Accounts selected is the same as the assumed interest rate of 3%, compounded annually, the payments will remain level. If the net investment return exceeds the assumed interest rate, payments will increase and, conversely, if it is less than the assumed interest rate, payments will decrease.

Please refer to the Statement of Additional Information for more information about calculating Variable Annuity Units and Variable Annuity payments, including examples of these calculations.

Fixed Annuity Payments

Fixed Annuity payments are the same each month. We determine the dollar amount of each Fixed Annuity payment using the fixed portion of your Adjusted Account Value and the applicable Annuity Payment Rates. These will be either (1) the rates in your Contract, which are based on a minimum guaranteed interest rate of 3% per year, compounded annually, or (2) new rates we have published and are using on the Annuity Commencement Date, if they are more favorable. See "Annuity Payment Rates."

Minimum Payments

If your Adjusted Account Value is less than $2,000, or the first annuity payment for any Annuity Option is less than $20, we will pay the Adjusted Account Value to the Annuitant in one payment.

Exchange of Variable Annuity Units

During the Income Phase, the Annuitant may exchange Annuity Units in one Sub-Account for Annuity Units in another Sub-Account, up to 12 times each Account Year. To make an exchange, the Annuitant sends us, at our Annuity Mailing Address, a written request stating the number of Annuity Units in the Sub-Account he or she wishes to exchange and the new Sub-Account for which Annuity Units are requested. The number of new Annuity Units will be calculated so the dollar amount of an annuity payment on the date of the exchange would not e affected. To calculate this number, we use Annuity Unit values for the Valuation Period during which we receive the exchange request.

Before exchanging Annuity Units in one Sub-Account for those in another, the Annuitant should carefully review the Fund prospectuses for the investment objectives and risk disclosure of the Funds in which the Sub-Accounts invest.

During the Income Phase, we permit only exchanges among Sub-Accounts. No exchanges to or from a Fixed Annuity are permitted.

Account Fee

During the Income Phase, we deduct the annual Account Fee of $35 in equal amounts from each Variable Annuity payment. We do not deduct the annual Account Fee from Fixed Annuity payments.

Annuity Payment Rates

The Contracts contain Annuity Payment Rates for each Annuity Option described in this Prospectus. The rates show, for each $1,000 applied, the dollar amount of: (a) the first monthly Variable Annuity payment based on the assumed interest rate specified in the applicable Contract (at least 3% per year, compounded annually); and (b) the monthly Fixed Annuity payment, when this payment is based on the minimum guaranteed interest rate specified in the Contract (at least 3% per year, compounded annually). We may change these rates under Group Contracts for Accounts established after the effective date of such change (see "Other Contract Provisions -- Modification").

The Annuity Payment Rates may vary according to the Annuity Option(s) elected and the adjusted age of the Annuitant. The Contracts also describes the method of determining the adjusted age of the Annuitant. The mortality table used in determining the Annuity Payment Rates for Options A, B and C is the 1983 Individual Annuitant Mortality Table.

Annuity Options as Method of Payment for Death Benefit

You or your Beneficiary may also select one or more Annuity Options to be used in the event of the Annuitant's death before the Income Phase, as described under the "Death Benefit" section of this Prospectus. In that case, your Beneficiary will be the Annuitant. The Annuity Commencement Date will be the first day of the second month beginning after the Death Benefit Date.

OTHER CONTRACT PROVISIONS

Exercise of Contract Rights

An Individual Contract belongs to the individual to whom the Contract is issued. A Group Contract belongs to the Owner. In the case of a Group Contract, the Owner may expressly reserve all Contract rights and privileges; otherwise, each Annuitant will be entitled to exercise such rights and privileges. In any case, such rights and privileges can be exercised without the consent of the Beneficiary (other than an irrevocably designated Beneficiary) or any other person. Such rights and privileges may be exercised only during the lifetime of the Annuitant before the Annuity Commencement Date, except as the Contract otherwise provides.

The Annuitant becomes the Payee on and after the Annuity Commencement Date. The Beneficiary becomes the Payee on the death of the Covered Person prior to the Annuity Commencement Date, or on the death of the Annuitant after the Annuity Commencement Date. Such Payee may thereafter exercise such rights and privileges, if any, of ownership which continue.

Change of Ownership

Ownership of a Qualified Contract may not be transferred except to: (1) the Annuitant; (2) a trustee or successor trustee of a pension or profit sharing trust which is qualified under Section 401 of the Internal Revenue Code; (3) the employer of the Annuitant, provided that the Qualified Contract after transfer is maintained under the terms of a retirement plan qualified under Section 403(a) of the Internal Revenue Code for the benefit of the Annuitant; (4) the trustee or custodian of an individual retirement account plan qualified under Section 408 of the Internal Revenue Code for the benefit of the Participants under a Group Contract; or (5) as otherwise permitted from time to time by laws and regulations governing the retirement or deferred compensation plans for which a Qualified Contract may be issued. Subject to the foregoing, a Qualified Contract may not be sold, assigned, transferred, discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than the Company.

The Owner of a Non-Qualified Contract may change the ownership of the Contract prior to the Annuity Commencement Date; and each Participant, in like manner, may change the ownership interest in a Contract. A change of ownership will not be binding on us until we receive written notification. When we receive such notification, the change will be effective as of the date on which the request for change was signed by the Owner or Participant, as appropriate, but he change will be without prejudice to us on account of any payment we make or any action we take before receiving the change. If you change the Owner of a Non-Qualified Contract, you will become immediately liable for the payment of taxes on any gain realized under the Contract prior to the change of ownership, including possible liability for a 10% federal excise tax.

Voting of Fund Shares

We will vote Fund shares held by the Sub-Accounts at meetings of shareholders of the Funds or in connection with similar solicitations, but will follow voting instructions received from persons having the right to give voting instructions. During the Accumulation Phase, you will have the right to give voting instructions, except in the case of a Group Contract where the Owner has reserved this right. During the Income Phase, the Payee -- that is the Annuitant or Beneficiary entitled to receive benefits -- is the person having such voting rights. We will vote any shares attributable to us and Fund shares for which no timely voting instructions are received in the same proportion as the shares for which we receive instructions from Owners, Participants and Payees, as applicable.

Owners of Qualified Contracts issued on a group basis may be subject to other voting provisions of the particular plan and of the Investment Company Act of 1940. Employees who contribute to plans that are funded by the Contracts may be entitled to instruct the Owners as to how to instruct us to vote the Fund shares attributable to their contributions. Such plans may also provide the additional extent, if any, to which the Owners shall follow voting instructions of persons with rights under the plans. If no voting instructions are received from any such person with respect to a particular Participant Account, the Owner may instruct the Company as to how to vote the number of Fund shares for which instructions may be given.

Neither the Variable Account nor the Company is under any duty to provide information concerning the voting instruction rights of persons who may have such rights under plans, other than rights afforded by the Investment Company Act of 1940, or any duty to inquire as to the instructions received or the authority of Owners, Participants or others, as applicable, to instruct the voting of Fund shares. Except as the Variable Account or the Company has actual knowledge to the contrary, the instructions given by Owners under Group Contracts and Payees will be valid as they affect the Variable Account, the Company and any others having voting instruction rights with respect to the Variable Account.

All Fund proxy material, together with an appropriate form to be used to give voting instructions, will be provided to each person having the right to give voting instructions at least 10 days prior to each meeting of the shareholders of the Fund. We will determine the number of Fund shares as to which each such person is entitled to give instructions as of the record date set by the Fund for such meeting, which is expected to be not more than 90 days prior to each such meeting. Prior to the Annuity Commencement Date, the number of Fund shares as to which voting instructions may be given to the Company is determined by dividing the value of all of the Variable Accumulation Units of the particular Sub-Account credited to the Participant Account by the net asset value of one Fund share as of the same date. On or after the Annuity Commencement Date, the number of Fund shares as to which such instructions may be given by a Payee is determined by dividing the reserve held by the Company in the Sub-Account with respect to the particular Payee by the net asset value of a Fund share as of the same date. After the Annuity Commencement Date, the number of Fund shares as to which a Payee is entitled to give voting instructions will generally decrease due to the decrease in the reserve.

Periodic Reports

During the Accumulation Period we will send you, or such other person having voting rights, at least once during each Account Year, a statement showing the number, type and value of Accumulation Units credited to your Account and the Fixed Accumulation Value of your Account, which statement shall be accurate as of a date not more than 2 months previous to the date of mailing. These periodic statements contain important information concerning your transactions with respect to a Contract. It is your obligation to review each such statement carefully and to report to us, at the address or telephone number provided on the statement, any errors or discrepancies in the information presented therein within 60 days of the date of such statement. Unless we receive notice of any such error or discrepancy from you within such period, we may not be responsible for correcting the error or discrepancy.

In addition, every person having voting rights will receive such reports or prospectuses concerning the Variable Account and the Funds as may be required by the Investment Company Act of 1940 and the Securities Act of 1933. We will also send such statements reflecting transactions in your Account as may be required by applicable laws, rules and regulations.

Upon request, we will provide you with information regarding fixed and variable accumulation values.

Substitution of Securities

Shares of any or all Funds may not always be available for investment under the Contracts. We may add or delete Funds or other investment companies as variable investment options under the Contracts. We may also substitute for the shares held in any Sub-Account shares of another Fund or shares of another registered open-end investment company or unit investment trust, provided that the substitution has been approved, if required, by the SEC. In the event of any substitution pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the substitution.

Change in Operation of Variable Account

At our election and subject to any necessary vote by persons having the right to give instructions with respect to the voting of Fund shares held by the Sub-Accounts, the Variable Account may be operated as a management company under the Investment Company Act of 1940 or it may be deregistered under the Investment Company Act of 1940 in the event registration is no longer required. Deregistration of the Variable Account requires an order by the SEC. In the event of any change in the operation of the Variable Account pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the change and take such other action as may be necessary and appropriate to effect the change.

Splitting Units

We reserve the right to split or combine the value of Variable Accumulation Units, Annuity Units or any of them. In effecting any such change of unit values, strict equity will be preserved and no change will have a material effect on the benefits or other provisions of the Contract.

Modification

Upon notice to the Participant, in the case of an Individual Contract, and the Owner and Participant(s), in the case of a Group Contract (or the Payee(s) during the Income Phase), we may modify the Contract if such modification: (i) is necessary to make the Contract or the Variable Account comply with any law or regulation issued by a governmental agency to which the Company or the Variable Account is subject; (ii) is necessary to assure continued qualification of the Contract under the Internal Revenue Code or other federal or state laws relating to retirement annuities or annuity contracts; (iii) is necessary to reflect a change in the operation of the Variable Account or the Sub-Account(s) (see "Change in Operation of Variable Account"); (iv) provides additional Variable Account and/or fixed accumulation options; or (v) as may otherwise be in the best interests of Owners, Participants, or Payees, as applicable. In the event of any such modification, we may make appropriate endorsement in the Contract to reflect such modification.

In addition, upon notice to the Owner, we may modify a Group Contract to change the withdrawal charges, Account Fee, mortality and expense risk charges, administrative expense charges, the tables used in determining the amount of the first monthly variable annuity and fixed annuity payments and the formula used to calculate the Market Value Adjustment, provided that such modification applies only to Participant Accounts established after the effective date of such modification. In order to exercise our modification rights in these particular instances, we must notify the Owner of such modification in writing. The notice shall specify the effective date of such modification which must be at least 60 days following the date we mail notice of modification. All of the charges and the annuity tables which are provided in the Group Contract prior to any such modification will remain in effect permanently, unless improved by the Company, with respect to Participant Accounts established prior to the effective date of such modification.

Discontinuance of New Participants

We may limit or discontinue the acceptance of new Applications and the issuance of new Certificates under a Group Contract by giving 30 days prior written notice to the Owner. This will not affect rights or benefits with respect to any Participant Accounts established under such Group Contract prior to the effective date of such limitation or discontinuance.

Reservation of Rights

We reserve the right, to the extent permitted by law, to: (1) combine any 2 or more variable accounts; (2) add or delete Funds, sub-series thereof or other investment companies and corresponding Sub-Accounts; (3) add or remove Guarantee Periods available at any time for election by a Participant; and (4) restrict or eliminate any of the voting rights of Participants (or Owners) or other persons who have voting rights as to the Variable Account. Where required by law, we will obtain approval of changes from Participants or any appropriate regulatory authority. In the event of any change pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the change.

Right to Return

If you are not satisfied with your Contract, you may return it by mailing or delivering it to us at our Annuity Mailing Address as shown on the cover of this Prospectus within 10 days after it was delivered to you. When we receive the returned Contract, it will be cancelled and we will refund to you your Account Value less the Adjusted Purchase Payment Interest. The Adjusted Purchase Payment Interest that may be deducted is equal to the lesser of:

o	the portion of the Account Value that is attributable to any Purchase Payment Interest, and

o	all Purchase Payment Interest.

This means you receive any gain on Purchase Payment Interest and we bear any loss. However, if applicable state law requires, we will return the full amount of any Purchase Payment(s) we received. State law may also require us to give you a longer "free look" period or allow you to return the Contract to your sales representative.

If you are establishing an Individual Retirement Account ("IRA"), the Internal Revenue Code requires that we give you a disclosure statement containing certain information about the Contract and applicable legal requirements. We must give you this statement on or before the date the IRA is established. If we give you the disclosure statement before the seventh day preceding the date the IRA is established, you will not have any right of revocation under the Code. If we give you the disclosure statement at a later date, then you may give us a notice of revocation at any time within 7 days after your Contract Date. Upon such revocation, we will refund your Purchase Payment(s). This right of revocation with respect to an IRA is in addition to the return privilege set forth in the preceding paragraph. We allow a Participant establishing an IRA a "ten day free-look," notwithstanding the provisions of the Internal Revenue Code.

TAX CONSIDERATIONS

This section provides general information on the federal income tax consequences of ownership of a Contract based upon our understanding of current federal tax laws. Actual federal tax consequences will vary depending on, among other things, the type of retirement plan under which your Contract is issued. Also, legislation altering the current tax treatment of annuity contracts could be enacted in the future and could apply retroactively to Contracts that were purchased before the date of enactment. We make no attempt to consider any applicable federal estate, federal gift, state, or other tax laws. We also make no guarantee regarding the federal, state, or local tax status of any Contract or any transaction involving any Contract. You should consult a qualified tax professional for advice before purchasing a Contract or executing any other transaction (such as a rollover, distribution, withdrawal or payment) involving a Contract.

U.S. Federal Income Tax Considerations

The following discussion applies only to those Contracts issued in the United States. For a discussion of tax considerations effecting Contracts issued in Puerto Rico, see "Puerto Rico Tax Considerations," below.

Deductibility of Purchase Payments

For federal income tax purposes, Purchase Payments made under Non-Qualified Contracts are not deductible. Under certain circumstances, Purchase Payments made under Qualified Contracts may be excludible or deductible from taxable income. Any such amounts will also be excluded from the "investment in the contract" for purposes of determining the taxable portion of any distributions from a Qualified Contract.

Pre-Distribution Taxation of Contracts

Generally, an increase in the value of a Contract will not give rise to a current income tax liability to the Owner of a Contract or to any payee under the Contract until a distribution is received from the Contract . However, certain assignments or pledges of a Contract or loans under a Contract will be treated as distributions to the Owner of the Contract and will accelerate the taxability of any increases in the value of a Contract.

Also, corporate (or other non-natural person) Owners of a Non-Qualified Contract will generally incur a current tax liability on Account Value increases. There are certain exceptions to this current taxation rule , including: (i) any Contract that is an "immediate annuity", which the Internal Revenue Code (the "Code") defines as a single premium contract with an annuity commencement date within one year of the date of purchase which provides for a series of substantially equal periodic payments (to be made not less frequently than annually) during the annuity period, and (ii) any Contract that the non-natural person holds as agent for a natural person (such as where a bank or other entity holds a Contract as trustee under a trust agreement).

You should note that a qualified retirement plan generally provides tax deferral regardless of whether the plan invests in an annuity contract. For that reason, no decision to purchase a Qualified Contract should be based on the assumption that the purchase of a Qualified Contract is necessary to obtain tax deferral under a qualified plan .

Distributions and Withdrawals from Non-Qualified Contracts

The Account Value of a Non-Qualified Contract will generally include both (i) an amount attributable to Purchase Payments, the return of which will not be taxable, and (ii) an amount attributable to investment earnings, the receipt of which will be taxable at ordinary income rates. The relative portions of any particular distribution that derive from nontaxable Purchase Payments and taxable investment earnings depend upon the nature and the timing of that distribution.

Any withdrawal of less than your entire Account Value under a Non-Qualified Contract before the Annuity Commencement Date, must be treated as a receipt of investment earnings. You may not treat such withdrawals as a non-taxable return of Purchase Payments unless you have first withdrawn the entire amount of the Account Value that is attributable to investment earnings. For purposes of determining whether an Owner has withdrawn the entire amount of the investment earnings under a Non-Qualified Contract , the Code provides that all Non-Qualified deferred annuity contracts issued by the same company to the same Owner during any one calendar year must be treated as one annuity contract.

A Payee who receives annuity payments under a Non-Qualified Contract after the Annuity Commencement Date, will generally be able to treat a portion of each payment as a nontaxable return of Purchase Payments and to treat only the remainder of each such payment as taxable investment earnings. Until the Purchase Payments have been fully recovered in this manner, the nontaxable portion of each payment will be determined by the ratio of (i) the total amount of the Purchase Payments made under the Contract, to (ii) the Payee's expected return under the Contract. Once the Payee has received nontaxable payments in an amount equal to total Purchase Payments, no further exclusion is allowed and all future distributions will constitute fully taxable ordinary income. If payments are terminated upon the death of the Annuitant or other Payee before the Purchase Payments have been fully recovered , the unrecovered Purchase Payments. may be deducted on the final return of the Annuitant or other Payee.

A penalty tax of 10% may also apply to taxable cash withdrawals, including lump-sum payments from Non-Qualified Contracts. This penalty will generally not apply to distributions made after age 59 1/2, to distributions pursuant to the death or disability of the owner , or to distributions that are a part of a series of substantially equal periodic payments made annually under a lifetime annuity, or to distributions under an immediate annuity (as defined above).

Death benefits paid upon the death of a Contract Owner are not life insurance benefits and will generally be includable in the income of the recipient to the extent they represent investment earnings under the contract. For this purpose, the amount of the "investment in the contract" is not affected by the Owner's or Annuitant's death, i.e., the investment in the Contract must still be determined by reference to the total Purchase Payments (excluding amounts that were deductible by, or excluded from the gross income of, the Owner of a Contract), less any Purchase Payments that were amounts previously received which were not includable in income. Special mandatory distribution rules also apply after the death of the Owner when the beneficiary is not the surviving spouse of the Owner.

If death benefits are distributed in a lump sum, the taxable amount of those benefits will be determined in the same manner as upon a full surrender of the contract. If death benefits are distributed under an annuity option, the taxable amount of those benefits will be determined in the same manner as annuity payments, as described above.

Distributions and Withdrawals from Qualified Contracts

In most cases, all of the distributions you receive from a Qualified Contract will constitute fully taxable ordinary income. Also, a 10% penalty tax will apply to distributions prior to age 59 1/2, except in certain circumstances,.

If you receive an eligible rollover distribution from a Qualified Contract (other than from a Contract issued for use with an individual retirement account) and roll over some or all of that distribution to another eligible plan, the portion of such distribution that is rolled over will not be includible in your income. However, any eligible rollover distribution will be subject to 20% mandatory withholding as described below. Because the amount of the cash paid to you as an eligible rollover distribution will be reduced by this withholding, you will not be able to roll over the entire account balance under your Contract, unless you use other funds equal to the tax withholding to complete the rollover.

An "eligible rollover distribution" is any distribution to you of all or any portion of the balance to the credit of your account, other than:

o	A distribution which is one of a series of substantially equal periodic payments made annually under a lifetime annuity or for a specified period of ten years or more;

o	Any required minimum distribution, or

o	Any hardship distribution.

Only you or your spouse may elect to roll over a distribution to an eligible retirement plan.

Withholding

In the case of an eligible rollover distribution (as defined above) from a Qualified Contract (other than from a Contract issued for use with an individual retirement account), we (or the plan administrator) must withhold and remit to the U.S. Government 20% of the distribution, unless the Participant or Payee elects to make a direct rollover of the distribution to another qualified retirement plan that is eligible to receive the rollover; however, only you or your spouse may elect a direct rollover. In the case of a distribution from (i) a Non-Qualified Contract, (ii) a Qualified Contract issued for use with an individual retirement account, or (iii) a Qualified Contract where the distribution is not an eligible rollover distribution, we will withhold and remit to the U.S. Government a part of the taxable portion of each distribution unless, prior to the distribution, the Participant or Payee provides us his or her taxpayer identification number and instructs us (in the manner prescribed) not to withhold. The Participant or Payee may credit against his or her federal income tax liability for the year of distribution any amounts that we (or the plan administrator) withhold.

Investment Diversification and Control

The Treasury Department has issued regulations that prescribe investment diversification requirements for mutual fund series underlying nonqualified variable contracts. All Non-Qualified Contracts must comply with these regulations to qualify as annuities for federal income tax purposes. The owner of a Non-Qualified Contract that does not meet these guidelines will be subject to current taxation on annual increases in value of the Contract . We believe that each Fund available as an investment option under the Contract complies with these regulations.

The preamble to the 1986 investment diversification regulations stated that the Internal Revenue Service may promulgate guidelines under which an owner's excessive control over investments underlying the contract will preclude the contract from qualifying as an annuity for federal tax purposes. We cannot predict whether such guidelines, if and when they may be promulgated, will be retroactive. We reserve the right to modify the Contract and/or the Variable Account to the extent necessary to comply with any such guidelines, but cannot assure that such modifications would satisfy any retroactive guidelines.

Tax Treatment of the Company and the Variable Account

As a life insurance company under the Code, we will record and report operations of the Variable Account separately from other operations. The Variable Account will not, however, constitute a regulated investment company or any other type of taxable entity distinct from our other operations. Under present law, we will not incur tax on the income of the Variable Account (consisting primarily of interest, dividends, and net capital gains) if we use this income to increase reserves under Contracts participating in the Variable Account.

Qualified Retirement Plans

You may use Qualified Contracts with several types of qualified retirement plans. Because tax consequences will vary with the type of qualified retirement plan and the plan's specific terms and conditions, we provide below only brief, general descriptions of the consequences that follow from using Qualified Contracts in connection with various types of qualified retirement plans. We stress that the rights of any person to any benefits under these plans may be subject to the terms and conditions of the plans themselves, regardless of the terms of the Qualified Contracts that you are using. These terms and conditions may include restrictions on, among other things, ownership, transferability, assignability, contributions and distributions.

Pension and Profit-Sharing Plans

Sections 401(a), 401(k) and 403(a) of the Code permit business employers and certain associations to establish various types of retirement plans for employees. The Tax Equity and Fiscal Responsibility Act of 1982 eliminated most differences between qualified retirement plans of corporations and those of self-employed individuals. Self-employed persons, as a general rule, may therefore use Qualified Contracts as a funding vehicle for their retirement plans.

Tax-Sheltered Annuities

Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to purchase annuity contracts and, subject to certain limitations, exclude the amount of purchase payments from gross income for tax purposes. The Code imposes restrictions on cash withdrawals from Section 403(b) annuities.

contributions, and (iii) any growth or interest on pre-1989 salary reduction contributions that occurs on or after January 1, 1989, and (iv) any pre-1989 salary reduction contributions since we do not maintain records that separately account for such contributions. It is permissible, however, to withdraw post-1988 salary reduction contributions (but not the earnings attributable to such contributions) in cases of financial hardship. While the Internal Revenue Service has not issued specific rules defining financial hardship, we expect that to qualify for a hardship distribution, the Participant must have an immediate and heavy bona fide financial need and lack other resources reasonably available to satisfy the need. Hardship withdrawals (as well as certain other premature withdrawals) will be subject to a 10% tax penalty, in addition to any withdrawal charge applicable under the Contracts. Under certain circumstances the 10% tax penalty will not apply if the withdrawal is for medical expenses.

Section 403(b) annuities, like IRAs, are subject to required minimum distributions under the Code. Section 403(b) annuities are unique, however, in that any account balance accruing before January 1, 1987 (the "pre-1987 balance") needs to comply with only the minimum distribution incidental benefit (MDIB) rule and not also with the minimum distribution rules set forth in Section 401(a)(9) of the Code. This special treatment for any pre-1987 balance is, however, conditioned upon the issuer identifying the pre-1987 balance and maintaining accurate records of changes to the balance. Since we do not maintain such records, your pre-1987 balance, if any, will not be eligible for special distribution treatment.

Under the terms of a particular Section 403(b) plan, the Participant may be entitled to transfer all or a portion of the Account Value to one or more alternative funding options. Participants should consult the documents governing their plan and the person who administers the plan for information as to such investment alternatives.

Individual Retirement Accounts

Sections 219 and 408 of the Code permit eligible individuals to contribute to an individual retirement program, including Simplified Employee Pension Plans, Employer/Association of Employees Established Individual Retirement Account Trusts, and Simple Retirement Accounts. Such IRAs are subject to limitations on contribution levels, the persons who may be eligible, and on the time when distributions may commence. In addition, certain distributions from some other types of retirement plans may be placed in an IRA on a tax-deferred basis. If we sell Contracts for use with IRAs, the Internal Revenue Service or other agency may impose supplementary information requirements. We will provide purchasers of the Contracts for such purposes with any necessary information. You will have the right to revoke the Contract under certain circumstances, as described in the section of this Prospectus entitled "Right to Return."

Roth IRAs

Section 408A of the Code permits an individual to contribute to an individual retirement program called a Roth IRA. Unlike contributions to a traditional IRA under Section 408 of the Code, contributions to a Roth IRA are not tax-deductible. Provided certain conditions are satisfied, distributions are generally tax-free. Like traditional IRAs, Roth IRAs are subject to limitations on contribution amounts and the timing of distributions. If an individual converts a traditional IRA into a Roth IRA the full amount of the IRA is included in taxable income. The Internal Revenue Service and other agencies may impose special information requirements with respect to Roth IRAs. We will provide the necessary information for Contracts issued in connection with Roth IRAs.

Status of Optional Death Benefit Riders

Under the Code, IRAs may not invest in life insurance policies. Regulations issued by the Treasury Department provide that death benefits under IRAs do not violate this rule, provided that the death benefit is no more than the greater of the total premiums paid (net of prior withdrawals) or the cash value of the IRA.

In certain circumstances, the death benefit payable under the Contract's Optional Death Benefit Riders may exceed both the total premiums paid (net of prior withdrawals) and the cash value of the Contract. We have filed the Contract and the EEB Plus, EEB Plus MAV, and EEB Plus 5% Roll-Up Optional Death Benefit Riders ("New Riders") with the Internal Revenue Service ("IRS") requesting a ruling approving the use of the Contract with the New Riders as an IRA. We have already received a favorable determination letter with respect to the following Optional Death Benefit Riders: EEB; MAV; 5% Roll-Up; EEB and MAV; EEB and 5% Roll-Up; MAV and 5% Roll-Up; and EEB and MAV and 5% Roll-Up ("Old Riders").

Although we regard the New Riders as an investment protection feature that should not result in adverse tax treatment, we give no assurance that the IRS will approve the use of the Contract with the New Riders in IRAs. Denial of our request by the IRS could result in taxation of the entire balance of your IRA and penalty taxes. You should consult a qualified tax adviser before adding any of the New Riders to your Contract if it is an IRA.

Puerto Rico Tax Considerations

The Contract offered by this Prospectus is considered an annuity contract under Section 1022 of the Puerto Rico Internal Revenue Code of 1994, as amended (the "1994 Code"). Under the current provisions of the 1994 Code, no income tax is payable on increases in value of accumulation shares of annuity units credited to a variable annuity contract until payments are made to the annuitant or other payee under such contract.

When payments are made from your Contract in the form of an annuity, the annuitant or other payee will be required to include as gross income the lesser of the amount received during the taxable year or the portion of the amount received equal to 3% of the aggregate premiums or other consideration paid for the annuity. The amount, if any, in excess of the included amount is excluded from gross income as a return of premium. After an amount equal to the aggregate premiums or other consideration paid for the annuity has been excluded from gross income, all of the subsequent annuity payments are considered to be taxable income.

When a payment under a Contract is made in a lump sum, the amount of the payment would be included in the gross income of the Annuitant or other Payee to the extent it exceeds the Annuitant's aggregate premiums or other consideration paid.

The provisions of the 1994 Code with respect to qualified retirement plans described in this Prospectus vary significantly from those under the Internal Revenue Code. Although we currently offer the Contract in Puerto Rico in connection with qualified retirement plans, the text of this Prospectus under the heading "Federal Tax Status" dealing with such qualified retirement plans is inapplicable to Puerto Rico and should be disregarded.

For information regarding the income tax consequences of owning a Contract, you should consult a qualified tax adviser.

ADMINISTRATION OF THE CONTRACTS

We perform certain administrative functions relating to the Contracts, Participant Accounts, and the Variable Account. These functions include, but are not limited to, maintaining the books and records of the Variable Account and the Sub-Accounts; maintaining records of the name, address, taxpayer identification number, Contract number, Participant Account number and type, the status of each Participant Account and other pertinent information necessary to the administration and operation of the Contracts; processing Applications, Purchase Payments, transfers and full and partial withdrawals; issuing Contracts and Certificates; administering annuity payments; furnishing accounting and valuation services; reconciling and depositing cash receipts; providing confirmations; providing toll-free customer service lines; and furnishing telephonic transfer services.

DISTRIBUTION OF THE CONTRACTS

Hills, Massachusetts 02481. Clarendon, a wholly-owned subsidiary of the Company, is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the National Association of Securities Dealers, Inc.

Commissions and other distribution compensation will be paid by the Company to the selling agents and will not be more than 6.50% of Purchase Payments. In addition, after the first Account Year, broker-dealers who have entered into distribution agreements with the Company may receive an annual renewal commission of no more than 0.50% of the Participant's Account Value. In addition to commissions, the Company may, from time to time, pay or allow additional promotional incentives, in the form of cash or other compensation. We reserve the right to offer these additional incentives only to certain broker-dealers that sell or are expected to sell during specified time periods certain minimum amounts of the Contracts or Certificates or other contracts offered by the Company. Promotional incentives may change at any time. Commissions may be waived or reduced in connection with certain transactions described in this Prospectus under the heading "Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates." During 1999, 2000, and 2001 approximately $126,568, $2,223,969, and $2,170,529 respectively, in commissions were paid to and retained by Clarendon in connection with the distribution of the Contracts.

PERFORMANCE INFORMATION

From time to time the Variable Account may publish reports to shareholders, sales literature and advertisements containing performance information relating to the Sub-Accounts. This information may include standardized and non-standardized "Average Annual Total Return," "Cumulative Growth Rate" and "Compound Growth Rate." We may also advertise "yield" and "effective yield" for some Sub-Accounts.

Average Annual Total Return measures the net income of the Sub-Account and any realized or unrealized gains or losses of the Funds in which it invests, over the period stated. Average Annual Total Return figures are annualized and represent the average annual percentage change in the value of an investment in a Sub-Account over that period. Standardized Average Annual Total Return information covers the period since we started offering the Sub-Accounts under the Futurity products or, if shorter, the life of the Sub-Account. Non-standardized Average Annual Total Return covers the life of each Fund, which may predate the Futurity products. Cumulative Growth Rate represents the cumulative change in the value of an investment in the Sub-Account for the period stated, and is arrived at by calculating the change in the Accumulation Unit Value of a Sub-Account between the first and the last day of the period being measured. The difference is expressed as a percentage of the Accumulation Unit Value at the beginning of the base period. "Compound Growth Rate" is an annualized measure, calculated by applying a formula that determines the level of return which, if earned over the entire period, would produce the cumulative return.

Average Annual Total Return figures assume an initial Purchase Payment of $1,000 and reflect all applicable withdrawal and Contract charges. The Cumulative Growth Rate and Compound Growth Rate figures that we advertise do not reflect withdrawal charges, the annual Account Fee, or any Purchase Payment Interest, although such figures do reflect all recurring charges. If such figures were calculated to reflect Purchase Payment Interest credited, the calculation would also reflect any withdrawal charges made. Results calculated without withdrawal and/or certain Contract charges will be higher. We may also use other types of rates of return that do not reflect withdrawal and Contract charges.

The performance figures used by the Variable Account are based on the actual historical performance of the Funds for the specified periods, and the figures are not intended to indicate future performance. For periods before the date the Contracts became available, we calculate the performance information for the Sub-Accounts on a hypothetical basis. To do this, we reflect deductions of the current Contract fees and charges from the historical performance of the corresponding Fund.

Yield is a measure of the net dividend and interest income earned over a specific one-month or 30-day period (7-day period for the Sun Capital Money Market Sub-Account), expressed as a percentage of the value of the Sub-Account's Accumulation Units. Yield is an annualized figure, which means that we assume that the Sub-Account generates the same level of net income over a one-year period and compound that income on a semi-annual basis. We calculate the effective yield for the Sun Capital Money Market Sub-Account similarly, but include the increase due to assumed compounding. The Sun Capital Money Market Sub-Account's effective yield will be slightly higher than its yield as a result of its compounding effect.

The Variable Account may also from time to time compare its investment performance to various unmanaged indices or other variable annuities and may refer to certain rating and other organizations in its marketing materials. More information on performance and our computations is set forth in the Statement of Additional Information.

The Company may also advertise the ratings and other information assigned to it by independent industry ratings organizations. Some of these organizations are A.M. Best, Moody's Investor's Service, Standard and Poor's Insurance Rating Services, and Fitch. Each year A.M. Best reviews the financial status of thousands of insurers, culminating in the assignment of Best's rating. These ratings reflect A.M. Best's current opinion of the relevant financial strength and operating performance of an insurance company in comparison to the norms of the life/health industry. Best's ratings range from A++ to F. Standard and Poor's and Fitch's ratings measure the ability of an insurance company to meet its obligations under insurance policies it issues. These two ratings do not measure the insurance company's ability to meet non-policy obligations. Ratings in general do not relate to the performance of the Sub-Accounts.

We may also advertise endorsements from organizations, individuals or other parties that recommend the Company or the Contracts. We may occasionally include in advertisements (1) comparisons of currently taxable and tax deferred investment programs, based on selected tax brackets; or (2) discussions of alternative investment vehicles and general economic conditions.

AVAILABLE INFORMATION

The Company and the Variable Account have filed with the SEC registration statements under the Securities Act of 1933 relating to the Contracts. This Prospectus does not contain all of the information contained in the registration statements and their exhibits. For further information regarding the Variable Account, the Company and the Contracts, please refer to the registration statements and their exhibits.

In addition, the Company is subject to the informational requirements of the Securities Exchange Act of 1934. We file reports and other information with the SEC to meet these requirements. You can inspect and copy this information and our registration statements at the SEC's public reference facilities at the following locations: Washington, D.C. -- 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; Chicago, Illinois -- 500 West Madison Street, Chicago, IL 60661. The Washington, D.C. office will also provide copies by mail for a fee. You may also find these materials on the SEC's website (http://www.sec.gov).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December 31, 2001 filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") is incorporated herein by reference. All documents or reports we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus and prior to the termination of the offering, shall be deemed incorporated by reference into the prospectus.

The Company will furnish, without charge, to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of the documents referred to above which have been incorporated by reference into this Prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in this Prospectus). Requests for such documents should be directed to the Secretary, Sun Life Assurance Company of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, telephone (800) 225-3950.

STATE REGULATION

The Company is subject to the laws of the State of Delaware governing life insurance companies and to regulation by the Commissioner of Insurance of Delaware. An annual statement is filed with the Commissioner of Insurance on or before March lst in each year relating to the operations of the Company for the preceding year and its financial condition on December 31st of such year. Its books and records are subject to review or examination by the Commissioner or his agents at any time and a full examination of its operations is conducted at periodic intervals.

The Company is also subject to the insurance laws and regulations of the other states and jurisdictions in which it is licensed to operate. The laws of the various jurisdictions establish supervisory agencies with broad administrative powers with respect to licensing to transact business, overseeing trade practices, licensing agents, approving policy forms, establishing reserve requirements, fixing maximum interest rates on life insurance policy loans and minimum rates for accumulation of surrender values, prescribing the form and content of required financial statements and regulating the type and amounts of investments permitted. Each insurance company is required to file detailed annual reports with supervisory agencies in each of the fire jurisdictions in which it does business and its operations and accounts are subject to examination by such agencies at regular intervals.

In addition, many states regulate affiliated groups of insurers, such as the Company, Sun Life (Canada) and its affiliates, under insurance holding company legislation. Under such laws, inter-company transfers of assets and dividend payments from insurance subsidiaries may be subject to prior notice or approval, depending on the size of such transfers and payments in relation to the financial positions of the companies involved. Under insurance guaranty fund laws in most states, insurers doing business therein can be assessed (up to prescribed limits) for policyholder losses incurred by insolvent companies. The amount of any future assessments of the Company under these laws cannot be reasonably estimated. However, most of these laws do provide that an assessment may be excused or deferred if it would threaten an insurer's own financial strength and many permit the deduction of all or a portion of any such assessment from any future premium or similar taxes payable.

Although the federal government generally does not directly regulate the business of insurance, federal initiatives often have an impact on the business in a variety of ways. Current and proposed federal measures which may significantly affect the insurance business include employee benefit regulation, removal of barriers preventing banks from engaging in the insurance business, tax law changes affecting the taxation of insurance companies, the tax treatment of insurance products and its impact on the relative desirability of various personal investment vehicles.

LEGAL PROCEEDINGS

There are no pending legal proceedings affecting the Variable Account. We and our subsidiaries are engaged in various kinds of routine litigation which, in management's judgment, is not of material importance to our respective total assets or material with respect to the Variable Account.

ACCOUNTANTS

The financial statements of the Variable Account for the year ended December 31, 2001, and the financial statements of the Company for the years ended December 31, 2001, 2000, and 1999, both included in the Statement of Additional Information ("SAI") filed in the Company's Registration Statement under the Investment Company Act of 1940, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

FINANCIAL STATEMENTS

The financial statements of the Company which are included in the SAI should be considered only as bearing on the ability of the Company to meet its obligations with respect to amounts allocated to the Fixed Account and with respect to the death benefit and the Company's assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Sub-Accounts of the Variable Account.

The financial statements of the Variable Account for the year ended December 31, 2001 are also included in the SAI.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

Calculation of Performance Data

Tax-Deferred Accumulation

Advertising and Sales Literature

Calculations

Example of Variable Accumulation Unit Value Calculation

Example of Variable Annuity Unit Calculation

Example of Variable Annuity Payment Calculation

Distribution of the Contracts

Designation and Change of Beneficiary

Custodian

Financial Statements

This Prospectus sets forth information about the Contracts and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contracts and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated April 30, 2002 which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this request form to the address shown below or telephone (888) 786-2435.

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

c/o Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

Please send me a Statement of Additional Information for

Futurity Accolade Variable and Fixed Annuity

Sun Life of Canada (U.S.) Variable Account F.

Name ____________________________________________

Address ____________________________________________

City ____________________ State_____ Zip

Telephone

APPENDIX A

GLOSSARY

The following terms as used in this Prospectus have the indicated meanings:

ACCOUNT or PARTICIPANT ACCOUNT: An account established for each Participant to which Net Purchase Payments are credited.

ACCOUNT VALUE: The Variable Accumulation Value, if any, plus the Fixed Accumulation Value, if any, of your Account for any Valuation Period.

ACCOUNT YEAR and ACCOUNT ANNIVERSARY: Your first Account Year is the period 365 days from the date on which we issued your Contract. Your Account Anniversary is the last day of an Account Year. Each Account Year after the first is the 365-day period that begins on your Account Anniversary. For example, if the Contract Date is on March 12, the first Account Year is determined from the Contract Date and ends on March 12 of the following year. Your Account Anniversary is March 12 and all Account Years after the first are measured from March 12. (If the Anniversary Date falls on a non-Business Day, the previous Business Day will be used.)

ACCUMULATION PHASE: The period before the Annuity Commencement Date and during the lifetime of the Annuitant during which you make Purchase Payments under the Contract. This is called the "Accumulation Period" in the Contract.

*ANNUITANT: The person or persons to whom the first annuity payment is made. If the Annuitant dies prior to the Annuity Commencement Date, the Co-Annuitant will become the sole Annuitant. If the Co-Annuitant dies or if no Co-Annuitant is named, the Participant becomes the Annuitant upon the Annuitant's death prior to the Annuity Commencement Date. If you have not named a sole Annuitant on the 30th day before the Annuity Commencement Date and both the Annuitant and Co-Annuitant are living, the Co-Annuitant will be the sole Annuitant/Payee during the Income Phase.

ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment under each Contract is to be made.

ANNUITY OPTION: The method you choose for receiving annuity payments.

ANUITY UNIT: A unit of measure used in the calculation of the amount of the second and each subsequent Variable Annuity payment from the Variable Account.

APPLICATION: The document signed by you or other evidence acceptable to us that serves as your application for participation under a Group Contract or purchase of an Individual Contract.

*BENEFICIARY: Prior to the Annuity Commencement Date, the person or entity having the right to receive the death benefit and, for Non-Qualified Contracts, who, in the event of the Participant's death, is the "designated beneficiary" for purposes of Section 72(s) of the Internal Revenue Code. After the Annuity Commencement Date, the person or entity having the right to receive any payments due under the Annuity Option elected, if applicable, upon the death of the Payee.

BUSINESS DAY: Any day the New York Stock Exchange is open for trading.

CERTIFICATE: The document for each Participant which evidences the coverage of the Participant under a Group Contract.

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

CONTRACT: Any Individual Contract, Group Contract or Certificate issued under a Group Contract.

CONTRACT DATE: The date on which we issue your Contract. This is called the "Date of Coverage" in the Contract.

COVERED PERSON: The person identified as such in the Contract whose death will trigger the death benefit provisions of the Contract and whose medically necessary stay in a hospital or nursing facility may allow the Participant to be eligible for a waiver of the withdrawal charge. Unless otherwise noted, the Participant/Owner is the Covered person.

DEATH BENEFIT DATE: If you have elected a death benefit payment option before the Covered Person's death that remains in effect, the date on which we receive Due Proof of Death. If your Beneficiary elects the death benefit payment option, the later of (a) the date on which we receive the Beneficiary's election and (b) the date on which we receive Due Proof of Death. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, the Death Benefit Date will be the last day of the 60 day period and we will pay the death benefit in one lump sum.

DUE PROOF OF DEATH: An original certified copy of an official death certificate, an original certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to the Company.

FIFTH-YEAR ANNIVERSARY: The fifth Account Anniversary and each succeeding Account Anniversary occurring at any five year interval thereafter; for example, the 10th, 15th, and 20th Account Anniversaries.

FIXED ACCOUNT: The general account of the Company, consisting of all assets of the Company other than those allocated to a separate account of the Company.

FIXED ACCOUNT VALUE: The value of that portion of your Account allocated to the Fixed Account.

FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.

FUND: A registered management investment company, or series thereof, in which assets of a Sub-Account may be invested.

GROUP CONTRACT: A Contract issued by the Company on a group basis.

GUARANTEE AMOUNT: Each separate allocation of Account Value to a particular Guarantee Period (including interest earned thereon).

GUARANTEE PERIOD: The period for which a Guaranteed Interest Rate is credited.

GUARANTEED INTEREST RATE: The rate of interest we credit on a compound annual basis during any Guarantee Period.

INCOME PHASE: The period on and after the Annuity Commencement Date and during the lifetime of the Annuitant during which we make annuity payments under the Contract.

INDIVIDUAL CONTRACT: A Contract issued by the Company on an individual basis.

NET INVESTMENT FACTOR: An index applied to measure the investment performance of a Sub-Account from one Valuation Period to the next. The Net Investment Factor may be greater or less than or equal to one.

NET PURCHASE PAYMENT (NET PAYMENTS): The portion of a Purchase Payment which remains after the deduction of any applicable premium tax or similar tax. This is also the term used to describe the total contribution made to the Contract minus the total withdrawals.

NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement plan that does not receive favorable federal income tax treatment under Sections 401, 403, 408, or 408A of the Internal Revenue Code. The Participant's interest in the Contract must be owned by a natural person or agent for a natural person for the Contract to receive income tax treatment as an annuity.

*OWNER: The person, persons or entity entitled to the ownership rights stated in a Group Contract and in whose name or names the Group Contract is issued. The Owner may designate a trustee or custodian of a retirement plan which meets the requirements of Section 401, Section 408(c), Section 408(k), Section 408(p) or Section 408A of the Internal Revenue Code to serve as legal owner of assets of a retirement plan, but the term "Owner," as used herein, shall refer to the organization entering into the Group Contract.

*PARTICIPANT: In the case of an Individual Contract, the owner of the Contract. In the case of a Group Contract, the person named in the Contract who is entitled to exercise all rights and privileges of ownership under the Contract, except as reserved by the Owner. If there are 2 Participants, the death benefit is paid upon the death of either Participant.

PAYEE: A recipient of payments under a Contract. The term includes an Annuitant or a Beneficiary who becomes entitled to benefits upon the death of the Participant, or on the Annuity Commencement Date.

PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration for the benefits provided by a Contract.

PURCHASE PAYMENT INTEREST: The amount of extra interest the Company credits to a Contract at a rate of 2% to 5% of each purchase payment based upon the size of the investment or Account Value or the interest rate option chosen at the time of application.

QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which may receive favorable federal income tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code of 1986, as amended.

RENEWAL DATE: The last day of a Guarantee Period.

SUB-ACCOUNT: That portion of the Variable Account which invests in shares of a specific Fund or series of a Fund.

VALUATION PERIOD: The period of time from one determination of Variable Accumulation Unit or Annuity Unit values to the next subsequent determination of these values. Value determinations are made as of the close of the New York Stock Exchange on each day that the Exchange is open for trading.

VARIABLE ACCOUNT: Variable Account F of the Company, which is 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.

VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of Variable Account Value.

VARIABLE ACCOUNT VALUE: The value of that portion of your Account allocated to the Variable Account.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in relation to the investment performance of the Variable Account.

*You specify these items on the Application, and may change them, as we describe in this Prospectus.

APPENDIX B

WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT

Part 1: Variable Account (the Market Value Adjustment does not apply to the Variable Account)

Withdrawal Charge Calculation:

Full Withdrawal:

Assume a Purchase Payment of $40,000 is made on the Contract Date, no additional Purchase Payments are made and there are no partial withdrawals. The table below presents three examples of the withdrawal charge resulting from a full withdrawal of your Account, based on hypothetical Account Values.

							Payment
		Hypothetical			Cumulative	Free	Subject to	Withdrawal	Withdrawal
Account		Account		Annual	Annual	Withdrawal	Withdrawal	Charge	Charge
Year		Value		Earnings	Earnings	Amount	Charge	Percentage	Amount

(a)	1		$41,000	$1,000	$ 1,000	$ 4,000	$36,000	8.00%	$2,880
	2		$45,100	$4,100	$ 5,100	$ 4,000	$36,000	8.00%	$2,880
	3		$49,600	$4,500	$ 9,600	$ 4,100	$35,900	7.00%	$2,513
(b)	4		$52,100	$2,500	$12,100	$ 4,500	$35,500	7.00%	$2,485
	5		$57,300	$5,200	$17,300	$ 4,000	$36,000	6.00%	$2,160
	6		$63,000	$5,700	$23,000	$ 5,200	$34,800	5.00%	$1,740
	7		$66,200	$3,200	$26,200	$ 5,700	$34,300	4.00%	$1,372
(c)	8		$72,800	$6,600	$32,800	$40,000	$ 0	0.00%	$ 0

(a)	The free withdrawal amount in any year is equal to the amount of any Purchase Payments made prior to the last 7 Account Years ("Old Payments") that were not previously withdrawn plus the greater of (1) the Contract's earnings during the prior Account Year, and (2) 10% of any Purchase Payments made in the last 7 Account Years ("New Payments"). In Account Year 1, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. On a full withdrawal of $41,000, the amount subject to a withdrawal charge is $36,000, which equals the New Payments of $40,000 minus the free withdrawal amount of $4,000.

(b)	In Account Year 4, the free withdrawal amount is $4,500, which equals the prior Account Year's earnings. On a full withdrawal of $52,100, the amount subject to a withdrawal charge is $35,500.

(c)	In Account Year 8, the free withdrawal amount is $40,000, which equals 100% of the Purchase Payment of $40,000. On a full withdrawal of $72,800, the amount subject to a withdrawal charge is $0, since the New Payments equal $0.

Partial Withdrawal

Assume a single Purchase Payment of $40,000 is made on the Contract Date, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fourth Account Year, and there are a series of 4 partial withdrawals made during the fourth Account Year of $4,100, $9,000, $12,000, and $20,000.

					Remaining
	Hypothetical				Free	Amount of
	Account				Withdrawal	Withdrawal
	Value				Amount	Subject to	Withdrawal	Withdrawal
Account	Before	Cumulative		Amount of	Before	Withdrawal	Charge	Charge
Year	Withdrawal	Earnings	Earnings	Withdrawal	Withdrawal	Charge	Percentage	Amount

	1	$41,000	$1,000	$ 1,000	$ 0	$4,000	$ 0	8.00%	$ 0
	2	$45,100	$4,100	$ 5,100	$ 0	$4,000	$ 0	8.00%	$ 0
	3	$49,600	$4,500	$ 9,600	$ 0	$4,100	$ 0	7.00%	$ 0
(a)	4	$50,100	$ 500	$10,100	$ 4,100	$4,500	$ 0	7.00%	$ 0
(b)	4	$46,800	$ 800	$10,900	$ 9,000	$ 400	$ 8,600	7.00%	$ 602
(c)	4	$38,400	$ 600	$11,500	$12,000	$ 0	$12,000	7.00%	$ 840
(d)	4	$26,800	$ 400	$11,900	$20,000	$ 0	$14,900	7.00%	$1,043

(a)	In Account Year 4, the free withdrawal amount is $4,500, which equals the prior Account Year's earnings. The partial withdrawal amount of $4,100 is less than the free withdrawal amount, so there is no withdrawal charge.

(b)	Since a partial withdrawal of $4,100 was taken, the remaining free withdrawal amount in Account Year 4 is $4,500 - $4,100 = $400. Therefore, $400 of the $9,000 withdrawal is not subject to a withdrawal charge, and $8,600 is subject to a withdrawal charge.

(c)	Since the total of the two prior Account Year 4 partial withdrawals ($13,100) is greater than the free withdrawal amount of $4,500, there is no remaining free withdrawal amount. The entire withdrawal amount of $12,000 is subject to a withdrawal charge.

(d)	Since the total of the three prior Account Year 4 partial withdrawals ($25,100) is greater than the free withdrawal amount of $4,500, there is no remaining free withdrawal amount. Since the total amount of New Purchase Payments was $40,000 and $25,100 of New Payments has already been surrendered, only $14,900 of this $20,000 withdrawal comes from liquidating Purchase Payments. The remaining $5,100 of this withdrawal comes from liquidating earnings and is not subject to a withdrawal charge.

Note that since all of the Purchase Payments were liquidated by the final withdrawal of $20,000, the total withdrawal charge for the four Account Year 4 withdrawals is $2,485, which is the same amount that was assessed for a full liquidation in Account Year 4 in the example on the previous page. Any additional Account Year 4 withdrawals in the example shown on this page would come from the liquidating of earnings and would not be subject to a withdrawal charge.

Part 2 -- Fixed Account -- Examples of the Market Value Adjustment ("MVA")

The MVA Factor is:

[(1 + I) / (1 + J + b)] ^ (N/12) -1

These examples assume the following:

1)	The Guarantee Amount was allocated to a 5-year Guarantee Period with a Guaranteed Interest Rate of 6% or .06.

2)	The date of surrender is 2 years from the Expiration Date (N = 24).

3)	The value of the Guarantee Amount on the date of surrender is $11,910.16.

4)	The interest earned in the current Account Year is $674.16.

5)	No transfers or partial withdrawals affecting this Guarantee Amount have been made.

6)	Withdrawal charges, if any, are calculated in the same manner as shown in the examples in Part 1.

Example of a Negative MVA:

Assume that on the date of surrender, the current rate (J) is 8% or .08 and the b factor is zero.

<R>

The MVA factor =	[(1 + I) / (1 + J + b)] ^ (N/12) -1
=	[(1 + .06) / (1 + .08)] ^ (24/12) - 1
=	(.981^ 2) -1
=	.963 -1
=	-.037

</R>

The value of the Guarantee Amount less interest credited to the Guarantee Amount in the current Account Year is multiplied by the MVA factor to determine the MVA:

($11,910.16 - $674.16) X -.037 = -$415.73

-$415.73 represents the MVA that will be deducted from the value of the Guarantee Amount before the deduction of any withdrawal charge.

For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA would be ($2,000.00 - $674.16) X -.037 = -$49.06. -$49.06 represents the MVA that will be deducted from the partial withdrawal amount before the deduction of any withdrawal charge.

Example of a Positive MVA:

Assume that on the date of surrender, the current rate (J) is 5% or .05 and the b factor is zero.

The MVA factor =	[(1 + I) / (1 + J + b)] ^ (N/12) -1
=	[(1 + .06) / (1 + .05)] ^ (24/12) - 1
=	(1.010^ 2) -1
=	1.019 -1
=	.019

The value of the Guarantee Amount less interested credit to the Guarantee Amount in the current Account Year is multiplied by the MVA factor to determine the MVA:

($11,910.16 - $674.16) X .019 = $213.48

$213.48 represents the MVA that would be added to the value of the Guarantee Amount before the deduction of any withdrawal charge.

For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA would be ($2,000.00 - $674.16) X .019 = $25.19.

$25.19 represents the MVA that would be added to the value of the partial withdrawal amount before the deduction of any withdrawal charge.

Appendix C

Calculation of Basic Death Benefit

Example 1:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Variable Sub-Accounts, that no Withdrawals are made and that the Account Value on the Death Benefit Date is $80,000.00. The calculation of the Death Benefit to be paid is as follows:

The Basic Death Benefit is the greatest of:
	Account Value	=	$ 80,000.00
	Cash Surrender Value*	=	$ 74,400.00
	Purchase Payments	=	$100,000.00
The Basic Death Benefit would therefore be:			$100,000.00

Example 2:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Variable Sub-Accounts and that the Account Value is $80,000.00 just prior to a $20,000.00 withdrawal. The Account Value on the Death Benefit Date is $60,000.00.

The Basic Death Benefit is the greatest of:
	Account Value	=	$ 60,000.00
	Cash Surrender Value*	=	$ 55,200.00
	Adjusted Purchase Payments**	=	$ 75,000.00
The Basic Death Benefit would therefore be:			$ 75,000.00

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals."

**Adjusted Purchase Payments can be calculated as follows: Payments X (Account Value after withdrawal / Account Value before withdrawal) $100,000.00 X ($60,000.00/$80,000.00)

Appendix D

Calculation of Earnings Enhancement Optional Death Benefit

Example 1:

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. In addition, this Contract was issued prior to the owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore		=	$135,000

- plus-

The EEB amount, calculated as follows:
	Account Value minus Adjusted Purchase Payments	=	$ 35,000
	40% of the above amount	=	$ 14,000
	Cap of 40% of Adjusted Purchase Payments	=	$ 40,000
The lesser of the above two amounts = the EEB amount		=	$ 14,000

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB amount = $135,000 + $14,000 = $149,000.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts and that the Account Value is $135,000 just prior to a $20,000 withdrawal. The Account Value on the Death Benefit Date is $115,000. In addition, this Contract was issued prior to the owner's 70th birthday. Assume death occurs in Account Year 7.

The Death Benefit Amount will be the greatest of:
	Account Value	=	$115,000
	Cash Surrender Value*	=	$111,400
	Total of Adjusted Purchase Payments**	=	$ 85,185
The Death Benefit Amount would therefore		=	$115,000

- plus-

The EEB amount, calculated as follows:
	Account Value minus Adjusted Purchase Payments	=	$ 29,815
	40% of the above amount	=	$ 11,926
	Cap of 40% of Adjusted Purchase Payments	=	$ 34,074
The lesser of the above two amounts = the EEB amount		=	$ 11,926

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB amount = $115,000 + $11,926 = $126,926.

**Adjusted Purchase Payments can be calculated as follows:

Payments X (Account Value after withdrawal divided by Account Value before withdrawal) = $100,000 X ($115,000 divided by $135,000) = $85,185

Appendix E

Calculation of Death Benefit When EEB And MAV and 5% Roll-Up Riders are Selected

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in Variable Accounts. No withdrawals are made. The Account Value at the Death Benefit Date is $135,000, the value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000, and the Maximum Anniversary Value is $142,000. Assume death occurs in Account Year 7. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
	5% Premium Roll-up Value	=	$140,000
	Maximum Anniversary Value	=	$142,000
The Death Benefit Amount would therefore		=	$142,000

- plus -

The EEB amount, calculated as follows:
	Account Value minus Adjusted Purchase Payments	=	$ 35,000
	40% of the above amount	=	$ 14,000
	Cap of 40% of Adjusted Purchase Payments	=	$ 40,000
The lesser of the above two amounts = the EEB amount		=	$ 14,000

The total Death Benefit would be the amount paid on the Maximum Anniversary Rider plus the EEB amount = $142,000 + $14,000 = $156,000.

Appendix F

Calculation of Earnings Enhancement Plus Optional Death Benefit

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore		=	$135,000

- plus -

The EEB Plus amount, calculated as follows:
	Account Value minus Adjusted Purchase Payments	=	$ 35,000
	40% of the above amount	=	$ 14,000
	Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount		=	$ 14,000

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Plus amount = $135,000 + $14,000 = $149,000.

Appendix G

Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The Maximum Anniversary Value on the Death Benefit Date is $140,000. In addition, this Contract was issued prior to the owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
	Maximum Anniversary Value	=	$140,000
The Death Benefit Amount would therefore		=	$140,000

- plus -

The EEB Plus amount, calculated as follows:
	Death Benefit Amount before EEB minus Adjusted Purchase Payments	=	$ 40,000
	40% of the above amount	=	$ 16,000
	Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount		=	$ 16,000

The total Death Benefit would be the amount paid on the Maximum Anniversary Rider plus the EEB Plus MAV amount = $140,000 + $16,000 = $156,000.

Appendix H

Calculation of Earnings Enhancement Plus With 5% Roll-Up Optional Death Benefit

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. In addition, this Contract was issued prior to the owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
	5% Premium Roll-up Value	=	$140,000
The Death Benefit Amount would therefore		=	$140,000

- plus -

The EEB Plus amount, calculated as follows:
	Death Benefit Amount before EEB minus Adjusted Purchase Payments	=	$ 40,000
	40% of the above amount	=	$ 16,000
	Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount		=	$ 16,000

The total Death Benefit would be the amount paid on the 5% Roll-Up Rider plus the EEB Plus 5% Roll-Up amount = $140,000 + $16,000 = $156,000.

Appendix I

Calculation for Purchase Payment Interest (Bonus Credit)

<R>

Example 1: Option A

</R>

If you select Option A, the 2% Bonus Option, we will credit Purchase Payment Interest on all Purchase Payments made during the first Account Year. On each fifth Account Anniversary, we will credit additional Purchase Payment Interest of 2% based on your Account Value, illustrated below:

Initial Purchase Payment of $50,000.00 receives 2% Purchase Payment Interest of $1,000.00.

Subsequent Purchase Payment in the first Account Year of $20,000.00 receives 2% Purchase Payment Interest of $400.00.

Suppose the Account had not gained any earnings or interest during the first 5 Account Years and the Account Value is $71,400.00 (sum of all Purchase Payments and Purchase Payment Interest), we will credit your Account with an additional 2% ($1,428.00).

Using the same Purchase Payments as above, suppose your value on the fifth Account Anniversary is $74,970.00. We will credit your Account with an additional 2% of Purchase Payment Interest (equal to $1,499.40).

This 2% Purchase Payment Interest will occur on every fifth Account Anniversary (i.e., 5th, 10th, 15th).

Example 2: Option B with no Withdrawals

If you select Option B, the 3% Bonus Option the amount we will credit to your Contract depends on the size of your Net Purchase Payments. The scale is as follow:

Net Purchase Payments less than $100,000.00 will receive	3%
Net Purchase Payments between $100,000.00 through $499,999.99 will receive	4%
Net Purchase Payments greater than or equal to $500,000.00 will receive	5%

Therefore, if your initial investment is $50,000.00, your Purchase Payment Interest will equal 3% of $50,000, or $1500.00.

If you make additional Payments that cause your total Net Purchase Payments to exceed $100,000.00, these Purchase Payments will receive either a 4% or 5% bonus, using the above scale. As an example:

	Initial Purchase Payment of $50,000.00 will receive 3% Purchase Payment Interest. A second Purchase Payment of $80,000.00 will result in Net Purchase Payments of $130,000.00. Thus, the $80,000.00 will receive Purchase Payment Interest of 4% equal to $3,200.00.

	Suppose a third Purchase Payment of $400,000.00 is made. This will bring the Net Purchase Payments to $530,000.00. This $400,000.00 will receive Purchase Payment Interest of 5% equal to $20,000.00.

	This Account now has total Net Purchase Payments of $530,000.00 and total Purchase Payment Interest of $24,700.00.

In addition to the Purchase Payment Interest paid at the time of each Payment, we will review your first Account Anniversary to ensure that all Net Purchase Payments receive the Purchase Payment Interest as described in the above scale. Using the above scenario as an

example, upon the first Account Anniversary, we will credit your Account an additional $1800.00, which is equal to:

Total Net Purchase Payments of $530,000.00 X 5%	=	$26,500.00
Total Purchase Payment Interest received	=	$24,700.00
First Account Anniversary Adjustment	=	$ 1,800.00

Example 3: Option B with a Withdrawal.

Using the same example as above, suppose that before the first Account Anniversary you take a withdrawal of $20,000.00. The annual Purchase Payment Interest adjustment would be calculated as follows:

Because your Net Purchase Payments are $510,000.00 ($530,000.00 -$20,000.00 withdrawal), your Purchase Payment Interest on all Net Purchase Payments should be 5%.

	Your initial Payment of $50,000.00 received 3%
	Your second Payment of $80,000.00 received 4%
	Your third Payment of $400,000.00 received the 5%

Your first two Payments minus the withdrawal will receive additional Purchase Payment Interest. This will bring your total Net Purchase Payments up to 5%.

$50,000.00 X 2%	=	$1,000.00
$80,000.00 - $20,000.00 = $60,000.00 X 1%	=	$ 600.00
Total credit due	=	$1,600.00

On your First Account Anniversary we will credit your Account with an additional Purchase Payment Interest of $1,600.00.

Appendix J

Condensed Financial Information - Accumulation Unit Values

The following information should be read in conjunction with the Variable Account's Financial Statements appearing in the Statement of Additional Information. All of the Variable Account's Financial Statements have been audited by Deloitte & Touche LLP, independent auditors.

		Accumulation	Accumulation	Number of
		Unit Value	Unit Value	Accumulation
		Beginning	End	Units End
	Year	of Year	of Year	of Year
AIM V.I. Capital Appreciation Fund - Level 1
	2001	$ 12.0693	$ 9.1242	404,268
	2000	13.7461	12.0693	364,264
	1999	10.0000	13.7461	27,793

AIM V.I. Capital Appreciation Fund - Level 4
	2001	12.0476	9.0607	84,473
	2000	10.0000	12.0476	104,182

AIM V.I. Growth Fund - Level 1
	2001	9.8906	6.4436	418,762
	2000	12.6219	9.8906	374,178
	1999	10.0000	12.6219	71,866

AIM V.I. Growth Fund - Level 4
	2001	9.8621	6.3987	140,250
	2000	10.0000	9.8621	131,424

AIM V. I. Growth and Income Fund - Level 1
	2001	10.7150	8.1476	349,444
	2000	12.7245	10.7150	329,965
	1999	10.0000	12.7245	41,234

AIM V. I. Growth and Income Fund - Level 4
	2001	10.6842	8.0909	169,180
	2000	10.0000	10.6842	134,929

AIM V. I. International Equity Fund - Level 1
	2001	10.0395	7.5648	522,237
	2000	13.8416	10.0395	517,391
	1999	10.0000	13.8416	40,021

AIM V. I. International Equity Fund - Level 4
	2001	10.0105	7.5121	181,054
	2000	10.0000	10.0105	80,488

AIM V. I. Premier Equity Fund Series 2 - Level 1
	2001	10.0000	8.8465	21,683

AIM V. I. Premier Equity Fund Series 2 - Level 4
	2001	10.0000	8.8225	16,925

Alliance VP Premier Growth Fund - Level 1
	2001	10.0000	8.5491	26,141

Alliance VP Premier Growth Fund - Level 4
	2001	10.0000	8.5258	16,124

Alliance VP Technology Fund - Level 1
	2001	10.0000	8.0690	4,401

Alliance VP Technology Fund - Level 4
	2001	10.0000	8.0470	8,239

Alliance VP Growth and Income Fund - Level 1
	2001	10.0000	9.2554	153,121

Alliance VP Growth and Income Fund - Level 4
	2001	10.0000	9.2302	58,471

Alliance VP Worldwide Privatization Fund - Level 1
	2001	10.0000	8.5417	2,793

Alliance VP Worldwide Privatization Fund - Level 4
	2001	10.0000	8.5184	4,851

Alliance VP Quasar Fund - Level 1
	2001	10.0000	9.4007	24,698

Alliance VP Quasar Fund - Level 4
	2001	10.0000	9.3752	176

Fidelity VIP Contrafund Portfolio - Level 1
	2001	10.0000	9.4582	22,299

Fidelity VIP Contrafund Portfolio - Level 4
	2001	10.0000	9.4325	15,458

Fidelity VIP Growth Portfolio - Level 1
	2001	10.0000	8.6745	255,945

Fidelity VIP Growth Portfolio - Level 4
	2001	10.0000	8.6509	132,166

Fidelity VIP Overseas Portfolio - Level 1
	2001	10.0000	8.0396	187,551

Fidelity VIP Overseas Portfolio - Level 4
	2001	10.0000	8.0177	110,150

Alger American Growth Portfolio - Level 1
	2001	10.4940	9.1190	595,202
	2000	12.4941	10.4940	529,124
	1999	10.0000	12.4941	77,992

Alger American Growth Portfolio - Level 4
	2001	10.4638	9.0556	149,964
	2000	10.0000	10.4638	172,900

Alger American Income and Growth Portfolio - Level 1
	2001	13.5887	11.4725	422,986
	2000	13.9651	13.5887	312,754
	1999	10.0000	13.9651	25,358

Alger American Income and Growth Portfolio - Level 4
	2001	13.5496	11.3928	85,598
	2000	10.0000	13.5496	35,295

Alger American Small Capitalization Portfolio - Level 1
	2001	9.6050	6.6714	136,983
	2000	13.3871	9.6050	139,481
	1999	10.0000	13.3871	12,969

Alger American Small Capitalization Portfolio - Level 4
	2001	9.5773	6.6249	47,965
	2000	10.0000	9.5773	30,840

Goldman Sachs VIT CORE Large Cap Growth Fund - Level 1
	2001	9.6377	7.5251	170,439
	2000	12.6147	9.6377	149,477
	1999	10.0000	12.6147	17,289

Goldman Sachs VIT CORE Large Cap Growth Fund - Level 4
	2001	9.6377	7.4727	29,392
	2000	10.0000	9.6099	63,547

Goldman Sachs VIT CORE Small Cap Equity Fund - Level 1
	2001	12.0710	12.4337	38,999
	2000	12.0375	12.0710	30,176
	1999	10.0000	12.0375	1,775

Goldman Sachs VIT CORE Small Cap Equity Fund - Level 4
	2001	12.0363	12.3472	3,505
	2000	10.0000	12.0363	5,949

Goldman Sachs VIT CORE U.S. Equity Fund - Level 1
	2001	10.4871	9.1000	115,796
	2000	11.7733	10.4871	100,989
	1999	10.0000	11.7733	23,427

Goldman Sachs VIT CORE U.S. Equity Fund - Level 4
	2001	10.4570	9.0367	20,439
	2000	10.0000	10.4570	7,859

Goldman Sachs VIT Growth and Income Fund - Level 1
	2001	10.5260	9.4039	92,584
	2000	11.2057	10.5260	73,454
	1999	10.0000	11.2057	5,354

Goldman Sachs VIT Growth and Income Fund - Level 4
	2001	10.4957	9.3385	5,914
	2000	10.0000	10.4957	2,360

Goldman Sachs VIT International Equity Fund - Level 1
	2001	10.3510	7.9292	133,185
	2000	12.0983	10.3510	130,514
	1999	10.0000	12.0983	6,582

Goldman Sachs VIT International Equity Fund - Level 4
	2001	10.3211	7.8740	13,543
	2000	10.0000	10.3211	15,002

Goldman Sachs VIT Internet Tollkeeper Fund - Level 1
	2001	10.0000	7.2031	2,090

Goldman Sachs VIT Internet Tollkeeper Fund - Level 4
	2001	10.0000	7.1835	2,077

Goldman Sachs VIT Capital Growth Fund - Level 1
	2001	10.0000	8.8132	5,603

Goldman Sachs VIT Capital Growth Fund - Level 4
	2001	10.0000	8.7892	3,320

INVESCO VIF Dynamics Fund - Level 1
	2001	10.0000	8.0634	4,161

INVESCO VIF Dynamics Fund - Level 4
	2001	10.0000	8.0415	5,543

INVESCO VIF Small Company Growth Fund - Level 1
	2001	10.0000	8.8343	3,029

INVESCO VIF Small Company Growth Fund - Level 4
	2001	10.0000	8.8102	2,236

J.P. Morgan Series Trust II International Opportunities Portfolio - Level 1
	2001	9.7611	7.7775	96,812
	2000	11.7681	9.7611	76,078
	1999	10.0000	11.7681	10,730

J.P. Morgan Series Trust II International Opportunities Portfolio - Level 4
	2001	9.7330	7.7234	10,107
	2000	10.0000	9.7330	6,326

J.P. Morgan Series Trust II Small Company Portfolio - Level 1
	2001	11.9838	10.8609	51,579
	2000	13.7122	11.9838	57,006
	1999	10.0000	13.7122	5,598

J.P. Morgan Series Trust II Small Company Portfolio - Level 4
	2001	11.9493	10.7853	19,146
	2000	10.0000	11.9493	3,823

J.P. Morgan Series Trust II U.S. Disciplined Equity Portfolio - Level 1
	2001	10.1173	8.7824	99,457
	2000	11.5320	10.1173	83,819
	1999	10.0000	11.5320	6,455

J.P. Morgan Series Trust II U.S. Disciplined Equity Portfolio - Level 4
	2001	10.0882	8.7213	231,789
	2000	10.0000	10.0882	88,970

Lord Abbett Series Fund Growth and Income Portfolio - Level 1
	2001	13.0268	11.9745	571,453
	2000	10.0000	13.0268	245,260

Lord Abbett Series Fund Growth and Income Portfolio - Level 4
	2001	12.9894	11.8913	453,934
	2000	10.0000	12.9894	52,597

Lord Abbett Series Fund International - Level 1
	2001	10.0000	7.8719	2,079

Lord Abbett Series Fund International - Level 4
	2001	10.0000	7.8504	387

Lord Abbett Series Fund Mid Cap Value - Level 1
	2001	10.0000	10.3684	144,185

Lord Abbett Series Fund Mid Cap Value - Level 4
	2001	10.0000	10.3402	74,670

MFS/Sun Life Capital Appreciation S Class - Level 1
	2001	10.0000	8.6375	1,782

MFS/Sun Life Capital Appreciation S Class - Level 4
	2001	10.0000	8.5774	24,375

MFS/Sun Life Capital Appreciation Series - Level 1
	2001	11.7367	8.6375	191,038
	2000	13.4436	11.7367	238,596
	1999	10.0000	13.4436	4,427

MFS/Sun Life Capital Appreciation Series - Level 4
	2001	11.7029	8.5774	24,375
	2000	10.0000	11.7029	100,298

MFS/Sun Life Emerging Growth S Class - Level 1
	2001	10.0000	9.7072	25,552

MFS/Sun Life Emerging Growth S Class - Level 4
	2001	10.0000	9.6936	2,528

MFS/Sun Life Emerging Growth Series - Level 1
	2001	12.6513	8.1556	521,856
	2000	15.8653	12.6513	522,988
	1999	10.0000	15.8653	58,261

MFS/Sun Life Emerging Growth Series - Level 4
	2001	12.6149	8.0988	52,022
	2000	10.0000	12.6149	101,507

MFS/Sun Life Government Securities S Class - Level 1
	2001	10.0000	10.1131	9,783

MFS/Sun Life Government Securities S Class - Level 4
	2001	10.0000	10.0990	24,372


MFS/Sun Life Government Securities Series - Level 1
	2001	11.0472	11.6972	271,555
	2000	9.9962	11.0472	160,555
	1999	10.0000	9.9962	44,229

MFS/Sun Life Government Securities Series - Level 4
	2001	11.0153	11.6160	33,311
	2000	10.0000	11.0153	23,747

MFS/Sun Life High Yield S Class - Level 1
	2001	10.0000	9.8804	14,842

MFS/Sun Life High Yield S Class - Level 4
	2001	10.0000	9.8665	48,874

MFS/Sun Life High Yield Series - Level 1
	2001	9.4572	9.4783	302,577
	2000	10.2886	9.4572	265,229
	1999	10.0000	10.2886	49,859

MFS/Sun Life High Yield Series - Level 4
	2001	9.4255	9.4124	47,414
	2000	10.0000	9.4255	20,629

MFS/Sun Life Massachusetts Investors Growth Stock S Class - Level 1
	2001	10.0000	9.7687	26,405

MFS/Sun Life Massachusetts Investors Growth Stock S Class - Level 4
	2001	10.0000	9.7550	4,082

MFS/Sun Life Massachusetts Investors Growth Stock Series - Level 1
	2001	12.1225	8.9716	392,962
	2000	13.1026	12.1225	370,902
	1999	10.0000	13.1026	11,012

MFS/Sun Life Massachusetts Investors Growth Stock Series - Level 4
	2001	12.0876	8.9092	118,221
	2000	10.0000	12.0876	52,190

MFS/Sun Life Massachusetts Investors Trust S Class - Level 1
	2001	10.0000	9.6642	12,148

MFS/Sun Life Massachusetts Investors Trust S Class - Level 4
	2001	10.0000	9.6506	8,725

MFS/Sun Life Massachusetts Investors Trust Series - Level 1
	2001	11.2581	9.3487	315,386
	2000	11.4114	11.2581	245,729
	1999	10.0000	11.4114	4,271

MFS/Sun Life Massachusetts Investors Trust Series - Level 4
	2001	11.2257	9.2837	79,965
	2000	10.0000	11.2257	28,221

MFS/Sun Life New Discovery S Class - Level 1
	2001	10.0000	10.3009	7,517

MFS/Sun Life New Discovery S Class - Level 4
	2001	10.0000	10.2864	5,035

MFS/Sun Life New Discovery Series - Level 1
	2001	15.6900	14.6705	179,957
	2000	15.8588	15.6900	212,082
	1999	10.0000	15.8588	48,386

MFS/Sun Life New Discovery Series - Level 4
	2001	15.6448	14.5684	34,159
	2000	10.0000	15.6448	29,127
	1999
MFS/Sun Life Total Return S Class - Level 1
	2001	10.0000	9.9609	37,438

MFS/Sun Life Total Return S Class - Level 4
	2001	10.0000	9.9469	53,569

MFS/Sun Life Total Return Series - Level 1
	2001	12.0376	11.9227	304,795
	2000	10.4572	12.0376	194,480
	1999	10.0000	10.4572	18,482

MFS/Sun Life Total Return Series - Level 4
	2001	12.0030	11.8399	72,725
	2000	10.0000	12.0030	3,383

MFS/Sun Life Utilities S Class - Level 1
	2001	10.0000	8.9236	3,741

MFS/Sun Life Utilities S Class - Level 4
	2001	10.0000	8.9110	20,490

MFS/Sun Life Utilities Series - Level 1
	2001	12.6848	9.4609	325,547
	2000	12.0305	12.6848	301,219
	1999	10.0000	12.0305	49,859

MFS/Sun Life Utilities Series - Level 4
	2001	12.6483	9.3951	88,937
	2000	10.0000	12.6483	92,707


OCC Accumulation Trust Equity Portfolio - Level 1
	2001	11.6056	10.6338	19,808
	2000	10.7137	11.6056	27,408
	1999	10.0000	10.7137	102

OCC Accumulation Trust Equity Portfolio - Level 4
	2001	11.5722	10.5599	6,893
	2000	10.0000	11.5722	7,891

OCC Accumulation Trust Managed Portfolio - Level 1
	2001	11.4485	10.7277	26,412
	2000	10.5852	11.4485	25,564
	1999	10.0000	10.5852	25,785

OCC Accumulation Trust Managed Portfolio - Level 4
	2001	11.4156	10.6531	174
	2000	10.0000	11.4156	12,616


OCC Accumulation Trust Mid Cap Portfolio - Level 1
	2001	15.5854	16.3655	80,882
	2000	12.5624	15.5854	94,315
	1999	10.0000	12.5624	19,070

OCC Accumulation Trust Mid Cap Portfolio - Level 4
	2001	15.5406	16.2518	6,392
	2000	10.0000	15.5406	6,218

OCC Accumulation Trust Small Cap Portfolio - Level 1
	2001	14.9981	16.0106	17,916
	2000	10.5551	14.9981	9,783
	1999	10.0000	10.5551	102

OCC Accumulation Trust Small Cap Portfolio - Level 4
	2001	14.9550	15.8994	5,655
	2000	10.0000	14.9550	7,179

Rydex VT Nova Fund Portfolio - Level 1
	2001	10.0000	8.2573	16

Rydex VT Nova Fund Portfolio - Level 4
	2001	10.0000	8.2348	2,412

Rydex VT OTC Fund Portfolio - Level 1
	2001	10.0000	7.9348	6,973

Rydex VT OTC Fund Portfolio - Level 4
	2001	10.0000	7.9131	5,153

SC INVESCO Energy Fund - Level 1
	2001	10.0000	8.4985	7,078

SC INVESCO Energy Fund - Level 4
	2001	10.0000	8.4754	4,428

SC INVESCO Health Sciences Fund - Level 1
	2001	10.0000	10.1385	21,640

SC INVESCO Health Sciences Fund - Level 4
	2001	10.0000	10.1109	22,828

SC INVESCO Technology Fund - Level 1
	2001	10.0000	7.0828	378

SC INVESCO Technology Fund - Level 4
	2001	10.0000	7.0635	6,994

SC INVESCO Telecommunications Fund - Level 4
	2001	10.0000	5.4961	19,073

SC Neuberger Berman Mid Cap Growth Fund - Level 1
	2001	10.0000	8.6634	16,751

SC Neuberger Berman Mid Cap Growth Fund - Level 4
	2001	10.0000	8.6398	19,490

SC Neuberger Berman Mid Cap Value Fund - Level 1
	2001	10.0000	9.7991	10,932

SC Neuberger Berman Mid Cap Value Fund - Level 4
	2001	10.0000	9.7725	5,329

Sun Capital Blue Chip Mid Cap Fund - Level 1
	2001	16.2722	15.5116	251,592
	2000	13.2132	16.2722	243,919

Sun Capital Blue Chip Mid Cap Fund - Level 4
	2001	16.2254	15.4037	146,226
	2000	10.0000	16.2254	46,440

Sun Capital Investment Grade Bond Fund - Level 1
	2001	10.8554	11.4715	581,035
	2000	10.0222	10.8554	268,500

Sun Capital Investment Grade Bond Fund - Level 4
	2001	10.8241	11.3918	272,819
	2000	10.0000	10.8241	43,542

Sun Capital Investors Foundation Fund - Level 1
	2001	11.0327	10.0098	6,553
	2000	11.9051	11.0327	4,159

Sun Capital Investors Foundation Fund - Level 4
	2001	11.0010	9.9402	9,231
	2000	10.0000	11.0010	207

Sun Capital Money Market Fund - Level 1
	2001	10.5161	10.7349	1,233,229
	2000	10.0779	10.5161	801,538

Sun Capital Money Market Fund - Level 4
	2001	10.4858	10.6603	113,904
	2000	10.0000	10.4858

Sun Capital Real Estate Fund - Level 1
	2001	13.3219	14.7767	97,704
	2000	10.3018	13.3219	103,314

Sun Capital Real Estate Fund - Level 4
	2001	13.2836	14.6741	43,197
	2000	10.0000	13.2836	9,310

Sun Capital Select Equity Fund - Level 1
	2001	12.0538	9.9482	44,076
	2000	13.5393	12.0538	110,471

Sun Capital Select Equity Fund - Level 4
	2001	12.0191	9.8790	23,923
	2000	10.0000	12.0191	67,223

Sun Capital Davis Venture Value Fund - Level 1
	2001	9.7910	8.6247	153,630
	2000	10.0000	9.7910	130,722

Sun Capital Davis Venture Value Fund - Level 4
	2001	9.7731	8.5737	99,065
	2000	10.0000	9.7731	19,626

Sun Capital Davis Financial Fund - Level 1
	2001	11.2632	10.3673	50,731
	2000	10.0000	11.2632	12,214

Sun Capital Davis Financial Fund - Level 4

	2001	11.2426	10.3060	48,921
	2000	10.0000	11.2426	23,603

Sun Capital Value Equity Fund - Level 1
	2001	11.2609	10.8135	26,105
	2000	10.0000	11.2609	728

Sun Capital Value Equity Fund - Level 4
	2001	11.2403	10.7496	14,079
	2000	10.0000	11.2403	3,293

Sun Capital Value Managed Fund - Level 1
	2001	11.3072	10.4670	2,831
	2000	10.0000	11.3072	0

Sun Capital Value Managed Fund - Level 4
	2001	11.2865	10.4051	13,973
	2000	10.0000	11.2865

Sun Capital Value Mid Cap Fund - Level 1
	2001	10.2714	10.8136	96,665
	2000	10.0000	10.2714	137,558

Sun Capital Value Mid Cap Fund - Level 4
	2001	10.2526	10.7496	32,644
	2000	10.0000	10.2526	18,407

Sun Capital Value Small Cap Fund - Level 1
	2001	12.1093	12.9971	125,898
	2000	10.0000	12.1093	96,343

Sun Capital Value Small Cap Fund - Level 4
	2001	12.0871	12.9203	62,496
	2000	10.0000	12.0871	9,272

APPENDIX K

INVESTMENT OPTIONS AND EXPENSES FOR INITIAL CLASS SHARES

The MFS/Sun Life Series Trust Fund options shown in this prospectus are the "Service Class" shares of the Trust. The Service Class was first offered for sale on August 27, 2001. All Contracts purchased on or after that date are invested in the Service Class.

Each MFS/Sun Life Series Trust Fund also has an "Initial Class" of shares. All Contracts purchased before August 27, 2001, are invested in the "Initial Class." The following Initial Class Funds are available to owners of such Contracts:

Capital Appreciation Series

Emerging Growth Series

Government Securities Series

High Yield Series

Massachusetts Investors Growth Stock Series

Massachusetts Investors Trust Series

New Discovery Series

Total Return Series

Utilities Series

The shares of the Initial Class have the same investment objectives, policies, and strategies as the shares of the Service Class. The only differences between the two classes are their expense ratios. The UNDERLYING FUND ANNUAL EXPENSES and accompanying EXAMPLES associated with Initial Class expenses are shown below:

UNDERLYING FUND ANNUAL EXPENSES

(as a percentage of Fund net assets)

	Management	Other Fund	12b-1 or	Total Annual
Fund	Fees	Expenses	Service Fees	Fund Expenses

MFS/Sun Life Capital Appreciation Series	0.73%	0.05%		0.78%
MFS/Sun Life Emerging Growth Series (10)	0.70%	0.06%		0.76%
MFS/Sun Life Government Securities Series	0.55%	0.07%		0.62%
MFS/Sun Life High Yield Series	0.75%	0.09%		0.84%
MFS/Sun Life Massachusetts Investors Growth Stock Series (10)	0.75%	0.07%		0.82%
MFS/Sun Life Massachusetts Investors Trust Series	0.55%	0.05%		0.60%
MFS/Sun Life New Discovery Series	0.90%	0.07%		0.97%
MFS/Sun Life Total Return Series	0.65%	0.05%		0.70%
MFS/Sun Life Utilities Series	0.71%	0.07%		0.78%

(10)

The MFS/SUN Life Series Trust has an expense offset arrangement which reduces the Fund's custodian fee based upon the amount of cash maintained by the Fund with its custodian and dividend disbursing agent, and may enter into such other arrangements and directed brokerage arrangement (which would also have the effect of reducing the Fund's expenses). Any such fee reductions are not reflected in the table. Had these fee reductions been taken into account, "Total Annual Fund Expenses" would have been lower for certain series:

MFS/Sun Life Emerging Growth Series	0.75%
MFS/Sun Life Massachusetts Investors Growth Stock Series	0.81%

EXAMPLES

If you surrender your Contract at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $35,000, a 5% annual return and no optional death benefit riders have been elected:

	1 Year	3 Years	5 Years	10 Years
Capital Appreciation Series	$96	$137	$181	$278
Emerging Growth Series	$96	$137	$180	$276
Government Securities Series	$94	$132	$173	$261
High Yield Series	$97	$139	$184	$284
Massachusetts Investors Growth Stock Series	$96	$138	$183	$282
Massachusetts Investors Trust Series	$94	$132	$172	$259
New Discovery Series	$98	$143	$191	$298
Total Return Series	$95	$135	$177	$270
Utilities Series	$96	$137	$181	$278

If you surrender your Contract at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $35,000, a 5% annual return and the EEB plus MAV optional death benefit rider has been elected:

	1 Year	3 Years	5 Years	10 Years
Capital Appreciation Series	$100	$149	$202	$319
Emerging Growth Series	$100	$149	$201	$317
Government Securities Series	$ 99	$145	$194	$303
High Yield Series	$101	$151	$205	$325
Massachusetts Investors Growth Stock Series	$101	$151	$204	$323
Massachusetts Investors Trust Series	$ 98	$144	$193	$301
New Discovery Series	$102	$155	$211	$337
Total Return Series	$ 99	$147	$198	$311
Utilities Series	$100	$149	$202	$319

If you do not surrender your Contract, or if you annuitize your Contract, at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $35,000, a 5% annual return and no optional death benefit riders have been elected.

	1 Year	3 Years	5 Years	10 Years
Capital Appreciation Series	$24	$74	$127	$278
Emerging Growth Series	$24	$74	$126	$276
Government Securities Series	$22	$69	$119	$261
High Yield Series	$25	$76	$130	$284
Massachusetts Investors Growth Stock Series	$24	$75	$129	$282
Massachusetts Investors Trust Series	$22	$69	$118	$259
New Discovery Series	$26	$80	$137	$298
Total Return Series	$23	$72	$123	$270
Utilities Series	$24	$74	$127	$278

If you do not surrender your Contract, or if you annuitize your Contract, at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $35,000, a 5% annual return and the EEB plus MAV optional death benefit rider has been elected.

	1 Year	3 Years	5 Years	10 Years
Capital Appreciation Series	$28	$86	$148	$319
Emerging Growth Series	$28	$86	$147	$317
Government Securities Series	$27	$82	$140	$303
High Yield Series	$29	$88	$151	$325
Massachusetts Investors Growth Stock Series	$29	$88	$150	$323
Massachusetts Investors Trust Series	$26	$81	$139	$301
New Discovery Series	$30	$92	$157	$337
Total Return Series	$27	$84	$144	$311
Utilities Series	$28	$86	$148	$319

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

c/o Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

Telephone:

Toll Free (888) 786-2435

General Distributor

Clarendon Insurance Agency, Inc.

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

Auditors

Deloitte & Touche LLP

200 Berkeley Street

Boston, Massachusetts 02116

PROSPECTUS

APRIL 30, 2002

MFS REGATTA EXTRA

You may choose among a number of variable investment options and a range of fixed options. The variable options are Sub-Accounts in the Variable Account, each of which invests in shares of one of the following series of the MFS/Sun Life Series Trust (the "Funds"). The MFS/Sun Life Series Trust (the "Series Fund") is a mutual fund advised by our affiliate, Massachusetts Financial Services

Company:

Bond - S Class	Massachusetts Investors Trust - S Class
Capital Appreciation - S Class	Mid Cap Growth - S Class
Capital Opportunities - S Class	Mid Cap Value - S Class
Emerging Growth - S Class	Money Market - S Class
Emerging Markets Equity - S Class	New Discovery - S Class
Global Asset Allocation - S Class	Research - S Class
Global Governments - S Class	Research Growth and Income - S Class
Global Growth - S Class	Research International - S Class
Global Telecommunications - S Class	Strategic Growth - S Class
Global Total Return - S Class	Strategic Income - S Class
Government Securities - S Class	Strategic Value - S Class
High Yield - S Class	Technology - S Class
International Growth - S Class	Total Return - S Class
International Investors Trust - S Class	Utilities - S Class
Managed Sectors - S Class	Value - S Class
Massachusetts Investors Growth Stock - S Class

The fixed account options are available for specified time periods, called Guarantee Periods, and pay interest at a guaranteed rate for each period.

Please read this Prospectus and the Series Fund prospectus carefully before investing and keep them for future reference. They contain important information about the Contract and the Funds.

<R>

"Annuity Mailing Address") or by telephoning (800) 752-7215. In addition, the SEC maintains a website (http://www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding companies that file with the SEC.

</R>

The Contracts are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Expenses associated with contracts offering a bonus credit may be higher than those associated with contracts that do not offer a bonus credit. The bonus credit may be more than offset by the charges associated with the credit.

Any reference in this prospectus to receipt by us means receipt at the following address:

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

c/o Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

TABLE OF CONTENTS

<R>

	PAGE
Special Terms	4
Product Highlights	4
Expense Summary	7
Summary of Contract Expenses	7
Underlying Fund Annual Expenses	8
Examples	9
Condensed Financial Information	13
The Annuity Contract	13
Communicating To Us About Your Contract	13
Sun Life Assurance Company of Canada (U.S.)	14
The Variable Account	14
Variable Account Options: The Funds	14
The Fixed Account	17
The Fixed Account Options: The Guarantee Periods	17
The Accumulation Phase	17
Issuing Your Contract	17
Amount and Frequency of Purchase Payments	18
Allocation of Net Purchase Payments	18
Your Account	18
Your Account Value	18
Purchase Payment Interest	18
Variable Account Value	19
Fixed Account Value	20
Transfer Privilege	21
Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates	22
Optional Programs	22
Withdrawals, Withdrawal Charge and Market Value Adjustment	24
Cash Withdrawals	24
Withdrawal Charge	25
Types of Withdrawals Not Subject to Withdrawal Charge	26
Market Value Adjustment	27
Contract Charges	28
Account Fee	28
Administrative Expense Charge	28
Mortality and Expense Risk Charge	28
Charges for Optional Death Benefit Riders	29
Premium Taxes	29
Fund Expenses	29
Modification in the Case of Group Contracts	29
Death Benefit	29
Amount of Death Benefit	30
The Basic Death Benefit	30
Optional Death Benefit Riders	30
Spousal Continuance	32
Calculating the Death Benefit	33
Method of Paying Death Benefit	33
Non-Qualified Contracts	33
Selection and Change of Beneficiary	34
Payment of Death Benefit	34
Due Proof of Death	34
The Income Phase -- Annuity Provisions	34
Selection of Annuitant or Co-Annuitant	34
Selection of the Annuity Commencement Date	35
Annuity Options	35
Selection of Annuity Option	36
Amount of Annuity Payments	36
Exchange of Variable Annuity Units	37
Account Fee	37
Annuity Payment Rates	37
Annuity Options as Method of Payment for Death Benefit	38
Other Contract Provisions	38
Exercise of Contract Rights	38
Change of Ownership	38
Voting of Fund Shares	38
Periodic Reports	39
Substitution of Securities	39
Change in Operation of Variable Account	39
Splitting Units	40
Modification	40
Discontinuance of New Participants	40
Reservation of Rights	40
Right to Return	40
Tax Considerations	41
U.S. Federal Income Tax Considerations	41
Deductibility of Purchase Payments	41
Pre-Distribution Taxation of Contracts	41
Distributions and Withdrawals from Non-Qualified Contracts	42
Distribution and Withdrawals from Qualified Contracts	42
Withholding	43
Investment Diversification and Control	43
Tax Treatment of the Company and the Variable Account	43
Qualified Retirement Plans	43
Pension and Profit-Sharing Plans	44
Tax-Sheltered Annuities	44
Individual Retirement Accounts	44
Roth IRAs	45
Status of Optional Death Benefit Riders	45
Puerto Rico Tax Considerations	45
Administration of the Contract	46
Distribution of the Contract	46
Performance Information	46
Available Information	47
Incorporation of Certain Documents by Reference	47
State Regulation	48
Legal Proceedings	48
Accountants	48
Financial Statements	49
Table of Contents of Statement of Additional Information	49
Appendix A -- Glossary	50
Appendix B -- Withdrawals, Withdrawal Charges and the Market Value Adjustment	53
Appendix C -- Calculation of Basic Death Benefit	56
Appendix D -- Calculation of Earnings Enhancement Optional Death Benefit	57
Appendix E -- Calculation of Death Benefit When EEB and MAV and 5% Roll-Up Riders Are Selected	59
Appendix F -- Calculation of Earnings Enhancement Plus Optional Death Benefit	60
Appendix G -- Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit	61
Appendix H -- Calculation of Earnings Enhancement Plus With 5% Roll -Up Optional Death Benefit	62
Appendix I -- Calculation of Purchase Payment Interest (Bonus Credit)	63
Appendix J -- Condensed Financial Information - Accumulation Unit Values	65
Appendix K -- Investment Options and Expenses for Initial Class Shares	73

</R>

SPECIAL TERMS

PRODUCT HIGHLIGHTS

The headings in this section correspond to headings in the Prospectus under which we discuss these topics in more detail.

The Annuity Contract

The MFS Regatta Extra Fixed and Variable Annuity Contract provides a number of important benefits for your retirement planning. During the Accumulation Phase, you make Payments under the Contract and allocate them to one or more Variable Account or Fixed Account options. During the Income Phase, we make annuity payments to you or someone else based on the amount you have accumulated. The Contract provides tax-deferral so that you do not pay taxes on your earnings until you withdraw them. The Contract also provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by purchasing one or more of the optional death benefit riders.

The Accumulation Phase

Variable Account Options: The Funds

You can allocate your Purchase Payments among Sub-Accounts investing in a number of Fund options. Each Fund is a separate series of the MFS/Sun Life Series Trust, an open-end management investment company registered under the Investment Company Act of 1940. Our affiliate, Massachusetts Financial Services Company ("MFS"), serves as the investment adviser to the Series Fund. The investment returns on the Funds are not guaranteed. You can make or lose money. You can make transfers among the Funds and the Fixed Account Options.

The Fixed Account Options: The Guarantee Periods

Expense Summary

The Contract has insurance features and investment features, and there are costs related to each.

Currently, you can make 12 free transfers each year; however, we reserve the right to impose a charge of up to $15 per transfer.

In addition to the charges we impose under the Contract, there are also charges (which include management fees and operating expenses) imposed by the Funds, which range from 0.82% to 1.87% of the average daily net assets of the Fund, depending upon which Fund(s) you have selected.

The Income Phase: Annuity Provisions

Death Benefit

Withdrawals, Withdrawal Charge and Market Value Adjustment

Right to Return

Tax Considerations

--------

If you have any questions about your Contract or need more information, please contact us at:

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

            c/o Retirement Products and Services

            P. O. Box 9133

            Wellesley Hills , Massachusetts 0481

            Toll Free (800) 752-7215

EXPENSE SUMMARY

The purpose of the following table is to help you understand the costs and expenses that you will bear directly and indirectly under a Contract When You Allocate Money to the Variable Account. The table reflects expenses of the Variable Account as well as of each Fund. The table should be considered together with the narrative provided under the heading "Contract Charges" in this Prospectus, and with the Funds' prospectuses. In addition to the expenses listed below, we may deduct premium taxes, where required by state law.

SUMMARY OF CONTRACT EXPENSES

Transaction Expenses

Sales Load Imposed on Purchase Payments

$ 0

Deferred Sales Load (as a percentage of Purchase Payments withdrawn) (1)

Number of Account Years Since Issue Date
0 - 1	8%
1 - 2	8%
2 - 3	7%
3 - 4	7%
4 - 5	6%
5 - 6	5%
6 - 7	4%
7 or more	0%

Transfer Fee (2)	$ 15
Annual Account Fee per Contract or Certificate (3)	$ 50

Variable Account Annual Expenses (as a percentage of average Variable Account assets)

Mortality and Expense Risks Charge 1.30%

Administrative Expenses Charge 0.15%

Total Variable Annuity Annual Expenses 1.45%

*Death Benefit Charge if one or more of the optional death benefits is elected (applies only during the Accumulation Phase):

	% of Average
Riders Elected (5)	Daily Value

"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus with MAV"	0.40%
"EEB Plus with 5% Roll-Up"	0.40%

(1)	A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after a Purchase Payment has been in your Account for 7 Account Years, it may be withdrawn free of the withdrawal charge.

(2)	Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. In addition, a Market Value Adjustment may be imposed on amounts transferred from or within the Fixed Account.

(3)	The annual Account Fee is currently $35. After the fifth Account Year, the fee may be changed annually, but it will never exceed $50.

(4)	The optional death benefit riders are defined under "Death Benefit."

UNDERLYING FUND ANNUAL EXPENSES ¹

(numbers in brackets represent expenses before any fee waivers or expense reimbursements) ²

(as a percentage of Fund net assets)

FUND	MANAGEMENT FEES	OTHER FUND EXPENSES	12B-1 OR SERVICE FEES	TOTAL ANNUAL FUND EXPENSES

Bond - S Class	0.60%	0.11%	0.25%	0.96%
Capital Appreciation - S Class	0.73%	0.05%	0.25%	1.03%
Capital Opportunities - S Class	0.71%	0.08%	0.25%	1.04%
Emerging Growth - S Class	0.70%	0.06%	0.25%	1.01%
Emerging Markets Equity - S Class	1.25%	0.37%	0.25%	1.87%
Global Asset Allocation - S Class	0.75%	0.20%	0.25%	1.20%
Global Governments - S Class	0.75%	0.23%	0.25%	1.23%
Global Growth - S Class	0.90%	0.15%	0.25%	1.30%
Global Telecommunications - S Class (3)	1.00%	0.25%	0.25%	1.50% [2.15%]
Global Total Return - S Class	0.75%	0.16%	0.25%	1.16%
Government Securities - S Class	0.55%	0.07%	0.25%	0.87%
High Yield - S Class	0.75%	0.09%	0.25%	1.09%
International Growth - S Class	0.98%	0.25%	0.25%	1.48%
International Investors Trust - S Class	0.98%	0.25%	0.25%	1.48%
Managed Sectors - S Class	0.74%	0.10%	0.25%	1.09%
Massachusetts Investors Growth Stock- S Class	0.75%	0.07%	0.25%	1.07%
Massachusetts Investors Trust - S Class	0.55%	0.05%	0.25%	0.85%
Mid Cap Growth - S Class	0.75%	0.09%	0.25%	1.09%
Mid Cap Value - S Class (3)	0.75%	0.25%	0.25%	1.25% [1.46%]
Money Market - S Class	0.50%	0.07%	0.25%	0.82%
New Discovery - S Class	0.90%	0.07%	0.25%	1.22%
Research - S Class	0.70%	0.06%	0.25%	1.01%
Research Growth and Income - S Class	0.75%	0.12%	0.25%	1.12%
Research International - S Class	1.00%	0.26%	0.25%	1.51%
Strategic Growth - S Class	0.75%	0.11%	0.25%	1.11%
Strategic Income - S Class	0.75%	0.26%	0.25%	1.26%
Strategic Value - S Class (3)	0.75%	0.25%	0.25%	1.25% [1.47%]
Technology Series - S Class	0.75%	0.15%	0.25%	1.15%
Total Return - S Class	0.65%	0.05%	0.25%	0.95%
Utilities - S Class	0.71%	0.07%	0.25%	1.03%
Value - S Class	0.75%	0.10%	0.25%	1.10%

--------------------------------------------------------------------------------------------------

(1)	The information relating to Fund expenses was provided by the Fund and we have not independently verified it. You should consult the Fund prospectus for more information about Fund expenses. All expense figures are shown after expense reimbursements or waivers, except for the bracketed figures which show what the expense figures would have been absent reimbursement and waiver. All expense figures are based on actual expenses for the fiscal year ended December 31, 2001, except that the expense figures shown for Funds with less than 12 months of investment experience are estimates for the year 2002. Such Funds include the Global Telecommunications - S Class, Mid Cap Value - S Class, and Strategic Value - S Class.

(2)	Each Fund has an expense offset arrangement which reduces the Fund's custodian fee based upon the amount of cash maintained by the Fund with its custodian and dividend disbursing agent. Each Fund may enter into such other arrangements and directed brokerage arrangements (which would also have the effect of reducing the Fund's expenses). Any such fee reductions are not reflected under "Other Fund Expenses" in the table. Had these fee reimbursements been taken into account, "Total Annual Fund Expenses" for certain of the Funds would be as follows:

Bond - S Class	0.95%
Capital Opportunities - S Class	1.03%
Emerging Growth - S Class	1.00%
Emerging Markets Equity - S Class	1.86%
Global Governments - S Class	1.22%
Global Telecommunications - S Class	1.50%
Managed Sectors - S Class	1.08%
Massachusetts Investors Growth Stock - S Class	1.06%
Research - S Class	1.00%
Strategic Income - S Class	1.25%
Technology - S Class	1.14%

(3)

MFS has contractually agreed to bear the expenses of the Global Telecommunications - S Class, Mid Cap Value - S Class, and Strategic Value - S Class such that "Other Fund Expenses," after taking into account the expense offset arrangement described in Footnote (2), above, do not exceed 0.25% annually. These contractual fee arrangements will continue until at least May 1, 2003, unless changed with the consent of the Series Fund's Board of Directors; provided, however, that a Fund's contractual fee arrangement will terminate prior to May 1, 2003, in the event that the Fund's "Other Fund Expenses" equal or fall below 0.25% annually.

EXAMPLES

	1 Year	3 Years	5 Years	10 Years

Bond - S Class	$98	$143	$191	$296
Capital Appreciation - S Class	99	145	194	304
Capital Opportunities - S Class	99	145	195	305
Emerging Growth - S Class	98	144	193	302
Emerging Markets Equity - S Class	107	170	236	385
Global Asset Allocation - S Class	100	150	203	321
Global Governments - S Class	101	151	204	324
Global Growth - S Class	101	153	208	330
Global Telecommunications - S Class	103	159	218	350
Global Total Return - S Class	100	149	201	317
Government Securities - S Class	97	140	186	287
High Yield - S Class	99	147	197	310
International Growth - S Class	103	158	217	348
International Investors Trust - S Class	103	158	217	348
Managed Sectors - S Class	99	147	197	310
Massachusetts Investors Growth Stock - S Class	99	146	196	308
Massachusetts Investors Trust - S Class	97	139	185	285
Mid Cap Growth - S Class	99	147	197	310
Mid Cap Value - S Class	101	152	205	326
Money Market - S Class	96	138	183	282
New Discovery - S Class	101	151	204	323
Research - S Class	98	144	193	302
Research Growth and Income - S Class	100	148	199	313
Research International - S Class	104	159	218	351
Strategic Growth - S Class	99	147	198	312
Strategic Income - S Class	101	152	206	327
Strategic Value - S Class	101	152	205	326
Technology - S Class	100	149	200	316
Total Return - S Class	98	142	190	295
Utilities - S Class	99	145	194	304
Value - S Class	99	147	198	311

If you surrender your Contract at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $35,000, and the EEB Plus MAV optional death benefit rider has been elected:

	1 Year	3 Years	5 Years	10 Years

Bond - S Class	$102	$155	$211	$336
Capital Appreciation - S Class	103	157	214	343
Capital Opportunities - S Class	103	157	215	344
Emerging Growth - S Class	102	156	213	341
Emerging Markets Equity - S Class	111	182	255	421
Global Asset Allocation - S Class	104	162	223	359
Global Governments - S Class	105	163	224	362
Global Growth - S Class	105	165	228	369
Global Telecommunications - S Class	107	171	237	387
Global Total Return - S Class	104	161	221	356
Government Securities - S Class	101	152	206	328
High Yield - S Class	103	159	217	349
International Growth - S Class	107	170	236	386
International Investors Trust - S Class	107	170	236	386
Managed Sectors - S Class	103	159	217	349
Massachusetts Investors Growth Stock - S Class	103	158	216	347
Massachusetts Investors Trust - S Class	101	152	205	326
Mid Cap Growth - S Class	103	159	217	349
Mid Cap Value - S Class	105	164	225	364
Money Market - S Class	101	151	204	323
New Discovery - S Class	105	163	224	361
Research - S Class	102	156	213	341
Research Growth and Income - S Class	104	160	219	352
Research International - S Class	108	171	238	388
Strategic Growth - S Class	104	159	218	351
Strategic Income - S Class	105	164	226	365
Strategic Value - S Class	105	164	225	364
Technology - S Class	104	161	220	355
Total Return - S Class	102	155	210	335
Utilities - S Class	103	157	214	343
Value - S Class	103	159	218	350

If you do not surrender your Contract, or if you annuitize at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $35,000, a 5% annual return and no optional death benefit riders have been elected:

	1 Year	3 Years	5 Years	10 Years

Bond - S Class	$26	$80	$137	$296
Capital Appreciation - S Class	27	82	140	304
Capital Opportunities - S Class	27	82	141	305
Emerging Growth - S Class	26	81	139	302
Emerging Markets Equity - S Class	35	107	182	385
Global Asset Allocation - S Class	28	87	149	321
Global Governments - S Class	29	88	150	324
Global Growth - S Class	29	90	154	330
Global Telecommunications - S Class	31	96	164	350
Global Total Return - S Class	28	86	147	317
Government Securities - S Class	25	77	132	287
High Yield - S Class	27	84	143	310
International Growth - S Class	31	95	163	348
International Investors Trust - S Class	31	95	163	348
Managed Sectors - S Class	27	84	143	310
Massachusetts Investors Growth Stock - S Class	27	83	142	308
Massachusetts Investors Trust - S Class	25	76	131	285
Mid Cap Growth - S Class	27	84	143	310
Mid Cap Value - S Class	29	89	151	326
Money Market - S Class	24	75	129	282
New Discovery - S Class	29	88	150	323
Research - S Class	26	81	139	302
Research Growth and Income - S Class	28	85	145	313
Research International - S Class	32	96	164	351
Strategic Growth - S Class	27	84	144	312
Strategic Income - S Class	29	89	152	327
Strategic Value - S Class	29	89	151	326
Technology - S Class	28	86	146	316
Total Return - S Class	26	79	136	295
Utilities - S Class	27	82	140	304
Value - S Class	27	84	144	311

If you do not surrender your Contract, or if you annuitize at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $35,000, and the EEB Plus MAV optional death benefit rider has been elected:

	1 Year	3 Years	5 Years	10 Years

Bond - S Class	$30	$92	$157	$336
Capital Appreciation - S Class	31	94	160	343
Capital Opportunities - S Class	31	94	161	344
Emerging Growth - S Class	30	93	159	341
Emerging Markets Equity - S Class	39	119	201	421
Global Asset Allocation - S Class	32	99	169	359
Global Governments - S Class	33	100	170	362
Global Growth - S Class	33	102	174	369
Global Telecommunications - S Class	35	108	183	387
Global Total Return - S Class	32	98	167	356
Government Securities - S Class	29	89	152	328
High Yield - S Class	31	96	163	349
International Growth - S Class	35	107	182	386
International Investors Trust - S Class	35	107	182	386
Managed Sectors - S Class	31	96	163	349
Massachusetts Investors Growth Stock - S Class	31	95	162	347
Massachusetts Investors Trust - S Class	29	89	151	326
Mid Cap Growth - S Class	31	96	163	349
Mid Cap Value - S Class	33	101	171	364
Money Market - S Class	29	88	150	323
New Discovery - S Class	33	100	170	361
Research - S Class	30	93	159	341
Research Growth and Income - S Class	32	97	165	352
Research International - S Class	36	108	184	388
Strategic Growth - S Class	32	96	164	351
Strategic Income - S Class	33	101	172	365
Strategic Value - S Class	33	101	171	364
Technology - S Class	32	98	166	355
Total Return - S Class	30	92	156	335
Utilities - S Class	31	94	160	343
Value - S Class	31	96	164	350

These examples should not be considered to be representations of past or future expenses, and actual expenses may be greater or lower than those shown. The examples assume that all current waivers and reimbursements continue throughout all periods.

CONDENSED FINANCIAL INFORMATION

Historical information about the value of the units we use to measure the variable portion of your Contract ('Variable Accumulation Units') is included in the back of this Prospectus as Appendix J.

THE ANNUITY CONTRACT

Individual Contracts and Group Contracts, we establish an Account for each Participant, which we will refer to as "your" Account or a "Participant Account."

Your Contract provides a number of important benefits for your retirement planning. It has an Accumulation Phase, during which you make Payments under the Contract and allocate them to one or more Variable Account or Fixed Account options, and an Income Phase, during which we make annuity payments based on the amount you have accumulated. Your Contract provides tax deferral, so that you do not pay taxes on your earnings under Your Contract until you withdraw them. It provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by electing one or more optional death benefit riders and paying an additional charge for each optional death benefit rider you elect. Finally, if you so elect, during the Income Phase we will make annuity payments to you or someone else for life or for another period that you choose.

You choose these benefits on a variable or fixed basis or a combination of both. When you choose Variable Account investment options or a Variable Annuity option, your benefits will be responsive to changes in the economic environment, including inflationary forces and changes in rates of return available from different types of investments. With these variable options, you assume all investment risk under your Contract. When you choose a Guarantee Period in our Fixed Account or a Fixed Annuity option, we assume the investment risk, except in the case of early withdrawals in the Accumulation Phase, where you bear the risk of unfavorable interest rate changes. You may also bear the risk that the interest rates we will offer in the future and the rates we will use in determining your Fixed Annuity may not exceed our minimum guaranteed rate. Our minimum guaranteed interest rate will never be less than that permitted by law.

COMMUNICATING TO US ABOUT YOUR CONTRACT

When we specify that notice to us must be in writing, we reserve the right, at our sole discretion, to accept notice in another form.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

THE VARIABLE ACCOUNT

We established the Variable Account as a separate account on July 13, 1989, pursuant to a resolution of our Board of Directors. The Variable Account funds the Contract and various other variable annuity and variable product contracts which we offer. These other products may have features, benefits and charges that are different from those under the Contract.

Under Delaware insurance law and the Contract, the income, gains or losses of the Variable Account are credited to or charged against the assets of the Variable Account without regard to the other income, gains, or losses of the Company. These assets are held in relation to the Contracts described in this Prospectus and other variable annuity contracts that provide benefits that vary in accordance with the investment performance 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 we conduct, all obligations arising under the Contracts, including the promise to make annuity payments, are general corporate obligations of the Company.

VARIABLE ACCOUNT OPTIONS: THE MFS/SUN LIFE SERIES TRUST

The MFS/Sun Life Series Trust (the "Series Fund") is an open-end management investment company registered under the Investment Company Act of 1940. Our affiliate, Massachusetts Financial Services Company ("MFS"), serves as the investment adviser to the Series Fund.

The Series Fund is composed of a number of independent portfolios of securities, each of which has separate investment objectives and policies. Shares of the Series Fund are issued in 31 series (each, a "Fund"), each corresponding to one of the portfolios. The Contract provides for investment by the Sub-Accounts in shares of the Funds described below. Additional portfolios may be added to the Series Fund which may or may not be available for investment by the Variable Account.

	BOND - S CLASS will mainly seek as high a level of current income as is believed to be consistent with prudent investment risk; its secondary objective is to seek to protect shareholders' capital.

	CAPITAL APPRECIATION - S CLASS will seek to maximize capital appreciation by investing in securities of all types, with major emphasis on common stocks.

	CAPITAL OPPORTUNITIES - S CLASS will seek capital appreciation.

	EMERGING GROWTH - S CLASS will seek long-term growth of capital.

	EMERGING MARKETS EQUITY - S CLASS will seek capital appreciation.

	GLOBAL ASSET ALLOCATION - S CLASS will seek total return over the long term through investments in equity and fixed income securities and will also seek to have low volatility of share price (I.E., net asset value per share) and reduced risk (compared to an aggressive equity/fixed income portfolio).

	GLOBAL GOVERNMENTS - S CLASS will seek to provide moderate current income, preservation of capital and growth of capital by investing in debt obligations that are issued or guaranteed as to principal and interest by either (i) the U.S. Government, its agencies, authorities, or instrumentalities, or (ii) the governments of foreign countries (to the extent that the Fund's adviser believes that the higher yields available from foreign government securities are sufficient to justify the risks of investing in these securities).

	GLOBAL GROWTH - S CLASS will seek capital appreciation by investing in securities of companies worldwide growing at rates expected to be well above the growth rate of the overall U.S. economy.

	GLOBAL TELECOMMUNICATIONS - S CLASS will seek long-term growth of capital..

	GLOBAL TOTAL RETURN - S CLASS will seek total return by investing in securities which will provide above average current income (compared to a portfolio invested entirely in equity securities) and opportunities for long-term growth of capital and income.

	GOVERNMENT SECURITIES - S CLASS will seek current income and preservation of capital by investing in U.S. Government and U.S. Government-related securities.

	HIGH YIELD - S CLASS will seek high current income and capital appreciation by investing primarily in certain low rated or unrated securities (possibly with equity features) of U.S. and foreign issuers.

	INTERNATIONAL GROWTH - S CLASS will seek capital appreciation.

	INTERNATIONAL INVESTORS TRUST - S CLASS will seek long-term growth of capital with a secondary objective to seek reasonable current income.

	MANAGED SECTORS - S CLASS will seek capital appreciation by varying the weighting of its portfolio among 13 industry sectors.

	MASSACHUSETTS INVESTORS GROWTH STOCK - S CLASS will seek to provide long-term growth of capital and future income rather than current income.

	MASSACHUSETTS INVESTORS TRUST - S CLASS will seek long-term growth of capital with a secondary objective to seek reasonable current income.

	MID CAP GROWTH - S CLASS will seek long-term growth of capital.

	MID CAP VALUE - S CLASS will seek capital appreciation.

	MONEY MARKET - S CLASS will seek maximum current income to the extent consistent with stability of principal by investing exclusively in money market instruments maturing in less than 13 months.

	NEW DISCOVERY - S CLASS will seek capital appreciation.

	RESEARCH - S CLASS will seek to provide long-term growth of capital and future income.

	RESEARCH GROWTH AND INCOME - S CLASS will seek to provide long-term growth of capital, current income and growth of income.

	RESEARCH INTERNATIONAL - S CLASS will seek capital appreciation.

	STRATEGIC GROWTH - S CLASS will seek capital appreciation.

	STRATEGIC INCOME - S CLASS will seek to provide high current income by investing in fixed income securities and will seek to take advantage of opportunities to realize significant capital appreciation while maintaining a high level of current income.

	STRATEGIC VALUE - S CLASS will seek capital appreciation.

	TECHNOLOGY - S CLASS will seek capital appreciation.

	TOTAL RETURN - S CLASS will seek mainly to obtain above-average income (compared to a portfolio entirely invested in equity securities) consistent with prudent employment of capital; its secondary objective is to take advantage of opportunities for growth of capital and income since many securities offering a better than average yield may also possess growth potential.

	UTILITIES - S CLASS will seek capital growth and current income (income above that available from a portfolio invested entirely in equity securities) by investing, under normal market conditions, at least 65% of its assets in equity and debt securities of both domestic and foreign companies in the utilities industry.

	VALUE - S CLASS will mainly seek capital appreciation and reasonable income.

The Series Fund pays fees to MFS for its services pursuant to investment advisory agreements. MFS also serves as investment adviser to each of the funds in the MFS Family of Funds, and to certain other investment companies established by MFS and/or us. MFS Institutional Advisers, Inc., a wholly-owned subsidiary of MFS, provides investment advice to substantial private clients.

MFS and its predecessor organizations have a history of money management dating from 1924. MFS operates as an autonomous organization and the obligation of performance with respect to the investment advisory and underwriting agreements (including supervision of the sub-advisers noted below) is solely that of MFS. We undertake no obligation in this regard.

MFS may serve as the investment adviser to other mutual funds which have similar investment goals and principal investment policies and risks as the Series, and which may be managed by a Fund's portfolio manager(s). While a Fund may have many similarities to these other funds, its investment performance will differ from their investment performance. This is due to a number of differences between a Fund and these similar products, including differences in sales charges, expense ratios and cash flows.

The Series Fund also offers its shares to other separate accounts established by the Company and our New York subsidiary in connection with variable annuity and variable life insurance contracts. Although we do not anticipate any disadvantages to this arrangement, there is a possibility that a material conflict may arise between the interests of the Variable Account and one or more of the other separate accounts investing in the Series Fund. A conflict may occur due to differences in tax laws affecting the operations of

variable life and variable annuity separate accounts, or some other reason. We and the Series Fund's Board of Trustees will monitor events for such conflicts, and, in the event of a conflict, we will take steps necessary to remedy the conflict, including withdrawal of the Variable Account from participation in the Fund which is involved in the conflict or substitution of shares of other Funds or other mutual funds.

More comprehensive information about the series fund and the management, Investment objectives, policies, restrictions, expenses and potential risks of each fund may be found in the accompanying current prospectus of the Series Fund. You should read the Series Fund prospectus carefully before investing. The Series Fund's Statement of Additional Information is available by calling 1-800-752-7215.

THE FIXED ACCOUNT

We will invest the assets of the Fixed Account in those assets we choose that are allowed by applicable state insurance laws. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments. We intend to invest primarily in investment-grade fixed income securities (i.e., rated by a nationally recognized rating service within the 4 highest grades) or instruments we believe are of comparable quality.

THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS

We may from time to time at our discretion offer interest rate specials for new Purchase Payments that are higher than the rates we are then offering for renewals or transfers.

THE ACCUMULATION PHASE

dies before the Annuity Commencement Date.

Issuing Your Contract

is made complete. Then we will apply the Purchase Payment within 2 business days of when the Application is complete.

Amount and Frequency of Purchase Payments

The amount of Purchase Payments may vary; however, we will not accept an initial Purchase Payment of less than $10,000, and each additional Purchase Payment must be at least $1,000, unless we waive these limits. In addition, we will not accept a Purchase Payment if your Account Value is over $2 million, or if the Purchase Payment would cause your Account Value to exceed $2 million, unless we have approved the Payment in advance. Within these limits, you may make Purchase Payments at any time during the Accumulation Phase.

Allocation of Net Purchase Payments

Your Account

When we accept your first Purchase Payment, we establish an Account for you, which we maintain throughout the Accumulation Phase of your Contract.

Your Account Value

Purchase Payment Interest

We will credit your Contract with interest at the rate you selected when you applied for the Contract. Currently, we offer 2 interest rate options:

OPTION A: The 2% Five -Year Anniversary Interest Option -- Under this option we will credit your Contract with interest at a rate of 2% of each Purchase Payment received prior to the first Account Anniversary. In addition, if you chose this option, we will credit your Contract with interest at a rate of 2% of the Account Value at the end of every Fifth-Year Anniversary.

OPTION B: The 3%, 4%, or 5% Interest Option -- Under this option we will credit your Contract with interest at the following rates:

o	3% of each Purchase Payment if the sum of all Purchase Payments, reduced by the sum of all withdrawals (your "Net Purchase Payments"), is less than $100,000 on the day we receive the Purchase Payment;

o	4% of each Purchase Payment if your Net Purchase Payments is $100,000 or more but less than $500,000 on the day we receive the Purchase Payment; and

o	5% of each Purchase Payment if your Net Purchase Payments are $500,000 or more on the day we receive the Purchase Payment.

Variable Account Value

Variable Accumulation Units

Variable Accumulation Unit Value

each day in the Valuation Period, we deduct a factor representing the asset-based insurance charges (the mortality and expense risk charges and the administrative expense charge) plus any applicable charge for optional death benefit riders. See "Contract Charges."

For a hypothetical example of how we calculate the value of a Variable Accumulation Unit, see the Statement of Additional Information.

Crediting and Canceling Variable Accumulation Units

Fixed Account Value

Each additional Purchase Payment, transfer or renewal credited to your Fixed Account Value will result in a new Guarantee Period with its own Renewal Date. Amounts allocated at different times to Guarantee Periods of the same duration may have different Renewal Dates.

Crediting Interest

Guarantee Amounts

Each separate allocation you make to a Guarantee Period, together with interest credited thereon, is called a Guarantee Amount. Each Guarantee Amount is treated separately for purposes of determining the Market Value Adjustment. We may restrict a Guarantee Period that will extend beyond your maximum Annuity Commencement Date. Renewals into a Guarantee Period that extends beyond your maximum Annuity Commencement Date will result in an application of a Market Value Adjustment upon annuitization or withdrawals. Each new allocation to a Guarantee Period must be at least $1,000.

Renewals

1)	written notice electing a different Guarantee Period from among those we then offer, or

2)	written instructions to transfer the Guarantee Amount to one or more Sub-Accounts, in accordance with the transfer privilege provisions of the Contract (see "Transfer Privilege.")

Early Withdrawals

Transfer Privilege

Permitted Transfers

During the Accumulation Phase, you may transfer all or part of your Account Value to one or more Sub-Accounts or Guarantee Periods then available, subject to the following restrictions:

	o	You may not make more than 12 transfers in any Account Year;

	o	The amount transferred from a Sub-Account must be at least $1,000, unless you are transferring your entire balance in that Sub-Account;

	o	Your Account Value remaining in a Sub-Account must be at least $1,000;

	o	The amount transferred from a Guarantee Period must be the entire Guarantee Amount, except for transfers of interest credited during the current Account Year;

	o	At least 30 days must elapse between transfers to and from Guarantee Periods;

	o	Transfers to or from Sub-Accounts are subject to terms and conditions that may be imposed by the Funds;

	o	The total number of Sub-Accounts and Guarantee Periods within an Account may not exceed 18 over the lifetime of the Contract; and

	o	We impose additional restrictions on market timers, which are further described below.

These restrictions do not apply to transfers made under any approved Optional Program. At our discretion, we may waive some or all of these restrictions.

There is usually no charge imposed on transfers; however, we reserve the right to impose a transfer charge of $15 for each transfer. Transfers out of a Guarantee Period more than 30 days before the Renewal Date or any time after the Renewal Date will be subject to the Market Value Adjustment described below. Under current law, there is no tax liability for transfers.

Requests for Transfers

Market Timers

In addition, the Series Funds has reserved the right to temporarily or permanently refuse exchange requests from the Variable Account if, in the MFS' judgment, a Fund would be unable to invest effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected. In particular, a pattern of exchanges that coincide with a market timing strategy may be disruptive to a Fund and therefore may be refused. Accordingly, the Variable Account may not be in a position to effectuate transfers and may refuse transfer requests without prior notice. We also reserve the right, for similar reasons, to refuse or delay exchange requests involving transfers to or from the Fixed Account.

Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates

Optional Programs

Dollar-Cost Averaging

No Market Value Adjustment (either positive or negative) will apply to amounts automatically transferred from the Fixed Account under the dollar-cost averaging program. However, if you discontinue or alter the program prior to completion, amounts remaining in the Fixed Account will be transferred to the Series Trust's Money Market Sub-Account, unless you instruct us otherwise, and the Market Value Adjustment will be applied. Any new allocation of a Purchase Payment to the program is treated as commencing a new dollar-cost averaging program and is subject to the $1,000 minimum.

Asset Allocation

Systematic Withdrawal and Interest out Programs

If you have an Account Value of $10,000 or more, you may select our Systematic Withdrawal Program or our Interest out Program.

Under the Systematic Withdrawal Program, you determine the amount and frequency of regular withdrawals you would like to receive from your Fixed Account Value and/or Variable Account Value and we will effect them automatically; a Market Value Adjustment may be applicable upon withdrawal. Under the Interest out Program, we automatically pay to you, or reinvest, interest credited for all Guarantee Periods you have chosen. The withdrawals under these programs are subject to surrender charges. They may also be included as income and subject to a 10% federal tax penalty. You should consult your tax adviser before choosing these options.

You may change or stop either program at any time, by written notice to us.

Portfolio Rebalancing Program

Portfolio Rebalancing does not permit transfers to or from any Guarantee Period.

Secured Futures Program

Under the Secured Futures Program, we divide your Purchase Payments and Purchase Payment Interest between the Fixed Account and the Variable Account. For the Fixed Account portion, you choose a Guarantee Period from among those we offer. We then allocate to that Guarantee Period the portion of your Purchase Payment and Purchase Payment Interest necessary so that, at the end of the Guarantee Period, your Fixed Account allocation, including interest, will equal the entire amount of your original Purchase Payment. The remainder of the original Purchase Payment and Purchase Payment Interest will be invested in the Sub-Accounts of your choice. At the end of the Guarantee Period, you will be guaranteed the amount of your Purchase Payment and Purchase Payment Interest(assuming no withdrawals), plus you will have the benefit, if any, of the investment performance of the Sub-Accounts you have chosen.

WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT

Cash Withdrawals

Requesting a Withdrawal

All withdrawals may be subject to a withdrawal charge (see "Withdrawal Charge," below), and withdrawals from your Fixed Account Value also may be subject to a Market Value Adjustment (see "Market Value Adjustment," below).Withdrawals also may have adverse federal income tax consequences, including a10% penalty tax (see "Tax Considerations"). You should carefully consider these tax consequences before requesting a cash withdrawal.

Full Withdrawals

A full withdrawal results in the surrender of your Contract, and cancellation of all rights and privileges under your Contract.

Partial Withdrawals

Time of Payment

We will pay you the applicable amount of any full or partial withdrawal within 7 days after we receive your withdrawal request, except in cases where we are permitted, and choose, to defer payment under the Investment Company Act of1940 and applicable state insurance law. Currently, we may defer payment of amounts you withdraw from the Variable Account only for the following periods:

o	When the New York Stock Exchange is closed (except weekends and holidays) or when trading on the New York Stock Exchange is restricted;

o	When it is not reasonably practical to dispose of securities held by a Fund or to determine the value of the net assets of a Fund, because an emergency exists; or

o	When an SEC order permits us to defer payment for the protection of Participants.

Withdrawal Restrictions for Qualified Plans

If your Contract is a Qualified Contract, you should carefully check the terms of your retirement plan for limitations and restrictions on cash withdrawals.

Special restrictions apply to withdrawals from Contracts used for Section 403(b) annuities. See "Tax Considerations -- Tax-Sheltered Annuities."

Withdrawal Charge

Free Withdrawal Amount

(1)	your Contract's earnings (defined below) during the prior Account Year; and

(2)	10% of the amount of all Purchase Payments you have made during the last 7 Account Years, including the current Account Year.

Any portion of the "free withdrawal amount" that you do not use in an Account Year is not cumulative; that is, it will not be carried forward or available for use in future years.

Your Contract's earnings during the prior Account Year are equal to:

(a)	the difference between your Account Value at the end of the prior Account Year and your Account Value at the beginning of the prior Account Year, minus

(b)	any Purchase Payments made during the prior Account Year, plus

(c)	any partial withdrawals and charges taken during the prior Account Year.

For an example of how we calculate the "free withdrawal amount", see Appendix B.

Order of Withdrawal

Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the Account Year in which you made the Payment, but not the Account Year in which you withdraw it. Each Payment begins a new 7 year period and moves down a declining surrender charge scale as shown below at each Account Anniversary. Payments received during the current Account Year will be charged 8%, if withdrawn. On your next scheduled Account Anniversary, that Payment, along with any other Payments made during that Account Year, will be considered to be in their second Account Year and will have an 8% withdrawal charge. On the next Account Anniversary, these Payments will move into their third Account Year and will have a withdrawal charge of 7%, if withdrawn. This withdrawal charge decreases according to the number of Account Years the Purchase Payment has been held in your Account.

Number of
Account Years
Payment Has Been	Withdrawal
in Your Account	Charge
0-1	8%
1-2	8%
2-3	7%
3-4	7%
4-5	6%
5-6	5%
6-7	4%
7+	0%

For example, the percentage applicable to withdrawals of a Payment that has been in an Account for more than 2 Account Years but less than 3 will be 7% regardless of the issue date of the Contract.

The withdrawal charge will never be greater than 8% of the excess of Purchase Payments you make under your Contract over the "free withdrawal amount," as defined above.

For additional examples of how we calculate withdrawal charges, see Appendix B.

Types of Withdrawals Not Subject to Withdrawal Charge

Nursing Home Waiver

If approved by your state, we will waive the withdrawal charge for a full or partial withdrawal if:

o	at least one year has passed since we issued your Contract, and

o	you are confined to an eligible nursing home and have been confined there for at least the preceding 180 days, or any shorter period required by your state.

o	your confinement to an eligible nursing home began after your Issue Date.

Minimum Distributions

Other Withdrawals

Market Value Adjustment

We determine the amount of the Market Value Adjustment by multiplying the amount that is subject to the adjustment by the following formula:

[(1 + I) / (1 + J + b)] ^ (N/12) -1

where:

I	is the Guaranteed Interest Rate applicable to the Guarantee Amount from which you withdraw, transfer or annuitize;

J	is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for Guarantee Periods equal to the length of time remaining in the Guarantee Period applicable to your Guarantee Amount, rounded to the next higher number of complete years, for Guarantee Periods of one year or more. For any Guarantee Periods of less than one year, J is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for a Guarantee Period of the same length as your Guarantee Period. If, at that time, we do not offer the applicable Guarantee Period we will use an interest rate determined by straight-line interpolation of the Guaranteed Interest Rates for the Guarantee Periods we do offer;

N	is the number of complete months remaining in your Guarantee Period; and

b	is a factor that currently is 0% but that in the future we may increase to up to 0.25%. Any increase would be applicable only to Participants who purchase their Contracts after the date of that increase. The "b" factor is the amount that will be used to cover market volatility (I.E., credit risk), basis risk, and /or liquidity costs.

We will apply the Market Value Adjustment to the amount being withdrawn after deduction of any Account Fee, if applicable, but before we impose any withdrawal charge on the amount withdrawn.

For examples of how we calculate the Market Value Adjustment, see Appendix B.

No Market Value Adjustment will apply to Contracts issued in the states of California, Maryland, Oregon, Texas and Washington.

CONTRACT CHARGES

Account Fee

Account Fee each year, but the Account Fee will never exceed $50. We deduct the Account Fee pro rata from each Sub-Account and each Guarantee Period, based on the allocation of your Account Value on your Account Anniversary.

We will not charge the Account Fee if:

(1)	your Account has been allocated only to the Fixed Account during the applicable Account Year; or

(2)	your Account Value is more than $100,000 on your Account Anniversary.

Administrative Expense Charge

Mortality and Expense Risk Charge

Charges for Optional Death Benefit Riders

If you elect an optional death benefit rider, we will deduct a charge from the assets of the Variable Account depending upon which of the optional death benefit rider(s) you elect.

	% of Average
Rider(s) You Elect*	Daily Value

"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus with MAV"	0.40%
"EEB Plus with 5% Roll-Up"	0.40%

- ------------------------

*As defined below

Premium Taxes

In order to reimburse us for the premium tax we may pay on Purchase Payments, our policy is to deduct the amount of such taxes from the amount you apply to provide an annuity at the time of annuitization. However, we reserve the right to deduct the amount of any applicable tax from your Account at anytime, including at the time you make a Purchase Payment or make a full or partial withdrawal. We do not make any profit on the deductions we make to reimburse premium taxes.

Fund Expenses

There are fees and charges deducted from each Fund. These fees and expenses are described in the Fund prospectus(es) and related Statements of Additional Information.

Modification in the Case of Group Contracts

DEATH BENEFIT

Amount of Death Benefit

Beneficiary's election within 60 days after we receive Due Proof of Death, we reserve the right to provide a lump sum to your Beneficiary.

The amount of the death benefit is determined as of the Death Benefit Date.

The Basic Death Benefit

In general, if you were 85 or younger on your Contract Date (the date we accepted your first Purchase Payment), the death benefit will be the greatest of the following amounts:

1.	Your Account Value for the Valuation Period during which the Death Benefit Date occurs;

2.	The amount we would pay if you had surrendered your entire Account on the Death Benefit Date; and

3.	Your total Purchase Payments (adjusted for partial withdrawals as described in "Calculating the Death Benefit") as of the Death Benefit Date.

For examples of how to calculate this basic death benefit, see Appendix C.

Optional Death Benefit Riders

Subject to availability in your state, you may enhance the basic death benefit by electing one or more of the following optional death benefit riders. You must make your election before the date on which your Contract becomes effective. You will pay a charge for each optional death benefit rider you elect. (For a description of these charges, see "Charges for Optional Death Benefit Riders.") The riders are available only if you are younger than 80 on the Contract Date. Any optional death benefit rider election may not be changed after the Contract is issued. The death benefit under all optional death benefit riders will be adjusted for all partial withdrawals as described in the Prospectus under the heading "Calculating the Death Benefit." For examples of how the death benefit is calculated under the optional death benefit riders, see Appendices D - H.

Maximum Anniversary Account Value ("MAV") Rider

Under this rider, the death benefit will be the greater of:

o	the amount payable under the basic death benefit, above, or

o	your highest Account Value on any Account Anniversary before your 81st birthday, adjusted for any subsequent Purchase Payments, partial withdrawals and charges made between that Account Anniversary and the Death Benefit Date.

5% Premium Roll-Up ("5% Roll-Up") Rider

Under this rider, the death benefit will be the greater of:

o	the amount payable under the basic death benefit, above, or

o	the sum of your total Purchase Payments plus interest accruals, adjusted for partial withdrawals.

o	the first day of the month following your 80th birthday, or

o	the day the death benefit amount under this rider equals twice the total of your Purchase Payments and transferred amounts, adjusted for withdrawals.

Earnings Enhancement ("EEB") Rider

o	If you are 69 or younger on your Contract Date, the "EEB amount" will be 40% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 40% of the Net Purchase Payments made prior to your death.

o	If you are between the ages of 70 and 79 on your Contract Date, the "EEB amount" will be 25% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 25% of the Net Purchase Payments prior to your death.

Earnings Enhancement Plus ("EEB Plus") Rider

o	If you are 69 or younger on your Contract Date, the "EEB Plus amount" will be 40% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 100% of the Net Purchase Payments made prior to your death. After the 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made within the twelve months prior to your death.

o	If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus amount" will be 25% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 40% of the Net Purchase Payments made prior to your death. After the 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

Earnings Enhancement Plus With MAV ("EEB Plus MAV") Rider

o	If you are 69 or younger on your Contract Date, the "EEB Plus MAV amount" will be 40% of the difference between the death benefit payable under the MAV Rider and your Net Purchase Payments, up to a cap of 100% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

o	If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus MAV amount" will be 25% of the difference between the death benefit payable under the MAV Rider and your Net Purchase Payments, up to a cap of 40% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

Earnings Enhancement Plus With 5% Roll-Up ("EEB Plus 5% Roll-Up") Rider

o	If you are 69 or younger on your Contract Date, the "EEB Plus 5% Roll-Up amount" will be 40% of the difference between the death benefit payable under the 5% Roll-Up Rider and your Net Purchase Payments, up to a cap of 100% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

o	If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus 5% Roll-Up amount" will be 25% of the difference between the death benefit payable under the 5% Roll-Up Rider and your Net Purchase Payments, up to a cap of 40% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

Selecting Multiple Death Benefit Riders

The MAV Rider, the 5% Roll-Up Rider, and the EEB Rider can be combined. If you elect more than one of these three optional death benefit riders, your death benefit will be calculated as follows:

o	MAV Rider combined with 5% Roll-Up Rider: The death benefit will equal the greater of the death benefit under the MAV Rider and the death benefit under the 5% Roll-Up Rider.

o	MAV Rider combined with EEB Rider: The death benefit will equal the death benefit under the MAV Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the MAV Rider.

o	EEB Rider combined with 5% Roll-Up Rider: The death benefit will equal the death benefit under the 5% Roll-Up Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the 5% Roll-Up Rider.

o	MAV Rider, the 5% Roll-Up Rider and the EEB Rider: The death benefit will equal the greater of the death benefit under the MAV Rider or the death benefit under the 5% Roll-Up Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the 5% Roll-Up Rider and the MAV Rider.

The EEB Plus, EEB Plus MAV, and EEB Plus 5% Roll-Up Riders are designed to be "comprehensive" riders and may not be combined with each other or with any of the other death benefit riders.

Spousal Continuance

Calculating the Death Benefit

Method of Paying Death Benefit

If we pay the death benefit in the form of an Annuity Option, the Beneficiary becomes the Annuitant/Payee under the terms of that Annuity Option.

Non-Qualified Contracts

During the Income Phase, if the Annuitant dies, the remaining value of the Annuity Option(s) in place must be distributed at least as rapidly as the method of distribution under that option.

If the Participant is not a natural person, these distribution rules apply upon the death of any Annuitant.

Selection and Change of Beneficiary

Payment of Death Benefit

Due Proof of Death

We accept any of the following as proof of any person's death:

o	An original certified copy of an official death certificate;

o	An original certified copy of a decree of a court of competent jurisdiction as to the finding of death; or

o	Any other proof we find satisfactory.

THE INCOME PHASE -- ANNUITY PROVISIONS

During the Income Phase, we make regular monthly annuity payments to the Annuitant.

Selection of the Annuitant or Co-Annuitant

When an Annuity Option has been selected as the method of paying the death benefit, the Beneficiary is the Payee of the annuity payment.

Selection of the Annuity Commencement Date

You select the Annuity Commencement Date in your Application. The following restrictions apply to the date you may select:

o	The earliest possible Annuity Commencement Date is the first day of the first month following your first Account Anniversary.

o	The latest possible Annuity Commencement Date is the first day of the month following the Annuitant's 95th birthday or, if there is a Co-Annuitant, the 95th birthday of the younger of the Annuitant and Co-Annuitant.

o	The Annuity Commencement Date must always be the first day of a month.

You may change the Annuity Commencement Date from time to time by sending us written notice, with the following additional limitations:

o	We must receive your notice at least 30 days before the current Annuity Commencement Date.

o	The new Annuity Commencement Date must be at least 30 days after we receive the notice.

Annuity Options

Annuity Option A -- Life Annuity

We provide monthly payments during the lifetime of the Annuitant. Annuity payments stop when the Annuitant dies. There is no provision for continuation of any payments to a Beneficiary.

Annuity Option B -- Life Annuity With 60, 120, 180 or 240 Monthly Payments Certain

Annuity Option C -- Joint and Survivor Annuity

Annuity Option D -- Monthly Payments for a Specified Period Certain

We make monthly payments for a specified period of time from 10 to 30 years, as you elect. If payments under this option are paid on a variable annuity basis, the Annuitant may elect to receive some or all of the discounted value of the remaining payments, less any applicable withdrawal charge; the discount rate for this purpose will be the assumed interest rate in effect. If the Annuitant dies during the period selected, the remaining income payments are made as described under Annuity Option B. The election of this Annuity Option may result in the imposition of a penalty tax.

Selection of Annuity Option

There may be additional limitations on the options you may elect under your particular retirement plan or applicable law.

Remember that the Annuity Options may not be changed once annuity payments begin.

Amount of Annuity Payments

Adjusted Account Value

o	We deduct a proportional amount of the Account Fee, based on the fraction of the current Account Year that has elapsed.

o	If applicable, we apply the Market Value Adjustment to your Account Value in the Fixed Account, which may result in a deduction, an addition, or no change.

o	We deduct any applicable premium tax or similar tax if not previously deducted.

Variable Annuity Payments

Please refer to the Statement of Additional Information for more information about calculating Variable Annuity Units and Variable Annuity payments, including examples of these calculations.

Fixed Annuity Payments

Minimum Payments

If your Adjusted Account Value is less than $2,000, or the first annuity payment for any Annuity Option is less than $20, we will pay the Adjusted Account Value to the Annuitant in one payment.

Exchange of Variable Annuity Units

During the Income Phase, the Annuitant may exchange Annuity Units in one Sub-Account for Annuity Units in another Sub-Account, up to 12 times each Account Year. To make an exchange, the Annuitant sends us, at our Annuity Mailing Address, a written request stating the number of Annuity Units in the Sub-Account he or she wishes to exchange and the new Sub-Account for which Annuity Units are requested. The number of new Annuity Units will be calculated so the dollar amount of an annuity payment on the date of the exchange would not be affected. To calculate this number, we use Annuity Unit values for the Valuation Period during which we receive the exchange request.

Before exchanging Annuity Units in one Sub-Account for those in another, the Annuitant should carefully review the Fund prospectus(es) for the investment objectives and risk disclosure of the Funds in which the Sub-Accounts invest.

During the Income Phase, we permit only exchanges among Sub-Accounts. No exchanges to or from a Fixed Annuity are permitted.

Account Fee

During the Income Phase, we deduct the annual Account Fee of $35 in equal amounts from each Variable Annuity payment. We do not deduct the annual Account Fee from Fixed Annuity payments.

Annuity Payment Rates

The Annuity Payment Rates may vary according to the Annuity Options elected and the adjusted age of the Annuitant. The Contracts also describe the method of determining the adjusted age of the Annuitant. The mortality table used in determining the Annuity Payment Rates for Options A, B and C is the 1983 Individual Annuitant Mortality Table.

Annuity Options as Method of Payment for Death Benefit

OTHER CONTRACT PROVISIONS

Exercise of Contract Rights

Change of Ownership

The Owner of a Non-Qualified Contract may change the ownership of the Contract prior to the Annuity Commencement Date; and each Participant, in like manner, may change the ownership interest in a Contract. A change of ownership will not be binding on us until we receive written notification. When we receive such notification, the change will be effective as of the date on which the request for change was signed by the Owner or Participant, as appropriate, but the change will be without prejudice to us on account of any payment we make or any action we take before receiving the change. If you change the Owner of a Non-Qualified Contract, you will become immediately liable for the payment of taxes on any gain realized under the Contract prior to the change of ownership,

including possible liability for a 10% federal excise tax.

Voting of Fund Shares

We will vote Fund shares held by the Sub-Accounts at meetings of shareholders of the Fund or in connection with similar solicitations, but will follow voting instructions received from persons having the right to give voting instructions. During the Accumulation Phase, you will have the right to give voting instructions, except in the case of a Group Contract where the Owner has reserved this right. During the Income Phase, the Payee -- that is the Annuitant or Beneficiary entitled to receive benefits -- is the person having such voting rights. We will vote any shares attributable to us and Fund shares for which no timely voting instructions are received in the same proportion as the shares for which we receive instructions from Owners, Participants and Payees, as applicable.

Periodic Reports

In addition, every person having voting rights will receive such reports or prospectuses concerning the Variable Account and the Series Fund as may be required by the Investment Company Act of 1940 and the Securities Act of 1933.We will also send such statements reflecting transactions in your Account as maybe required by applicable laws, rules and regulations.

Upon request, we will provide you with information regarding fixed and variable accumulation values.

Substitution of Securities

Shares of any or all Funds may not always be available for investment under the Contracts. We may add or delete Funds or other investment companies as variable investment options under the Contracts. We may also substitute shares of another Fund or shares of another registered open-end investment company or unit investment trust for the shares held in any Sub-Account, provided that the substitution has been approved, if required, by the SEC. In the event of any substitution pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the substitution.

Change in Operation of Variable Account

At our election and subject to any necessary vote by persons having the right to give instructions with respect to the voting of Series Fund shares held by the Sub-Accounts, the Variable Account may be operated as a management company under the Investment Company Act of 1940 or it may be deregistered under the Investment Company Act of 1940 in the event registration is no longer required. Deregistration of the Variable Account requires an order by the SEC. In the event of any change in the operation of the Variable Account pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the change and take such other action as may be necessary and appropriate to effect the change.

Splitting Units

Modification

event of any such modification, we may make appropriate endorsement in the Contract to reflect such modification.

In addition, upon notice to the Owner, we may modify a Group Contract to change the withdrawal charges, Account Fee, mortality and expense risk charges, administrative expense charges, the tables used in determining the amount of the first monthly variable annuity and fixed annuity payments and the formula used to calculate the Market Value Adjustment, provided that such modification applies only to Participant Accounts established after the effective date of such modification. In order to exercise our modification rights in these particular instances, we must notify the Owner of such modification in writing. The notice shall specify the effective date of such modification which must beat least 60 days following the date we mail notice of modification. All of the charges and the annuity tables which are provided in the Group Contract prior to any such modification will remain in effect permanently, unless improved by the Company, with respect to Participant Accounts established prior to the effective date of such modification.

Discontinuance of New Participants

Reservation of Rights

We reserve the right, to the extent permitted by law, to: (1) combine any2 or more variable accounts; (2) add or delete Funds, sub-series thereof or other investment companies and corresponding Sub-Accounts; (3) add or remove Guarantee Periods available at any time for election by a Participant; and (4) restrict or eliminate any of the voting rights of Participants (or Owners) or other persons who have voting rights as to the Variable Account. Where required by law, we will obtain approval of changes from Participants or any appropriate regulatory authority. In the event of any change pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the change.

Right to Return

If you are not satisfied with your Contract, you may return it by mailing or delivering it to us at our Annuity Mailing Address, as shown on the cover of this Prospectus, within 10 days after it was delivered to you. When we receive the returned Contract, it will be cancelled and we will refund to you your Account Value less the Adjusted Purchase Payment Interest. The Adjusted Purchase Payment Interest that may be deducted is equal to the lesser of:

o	the portion of the Account Value that is attributable to any Purchase Payment Interest, and

o	all Purchase Payment Interest.

TAX CONSIDERATIONS

U.S. Federal Income Tax Considerations

Deductibility of Purchase Payments

Pre-Distribution Taxation of Contracts

Generally, an increase in the value of a Contract will not give rise to a current income tax liability to the Owner of a Contract or to any payee under the Contract until a distribution is received from the Contract. However, certain assignments or pledges of a Contract or loans under a Contract will be treated as distributions to the Owner of the Contract and will accelerate the taxability of any increases in the value of a Contract.

Also, corporate (or other non-natural person) Owners of a Non-Qualified Contract will generally incur a current tax liability on Account Value increases. There are certain exceptions to this current taxation rule, including: (i) any Contract that is an "immediate annuity", which the Internal Revenue Code (the "Code") defines as a single premium contract with an annuity commencement date within one year of the date of purchase which provides for a series of substantially equal periodic payments (to be made not less frequently than annually) during the annuity period, and (ii) any Contract that the non-natural person holds as agent for a natural person (such as where a bank or other entity holds a Contract as trustee under a trust agreement).

Distributions and Withdrawals from Non-Qualified Contracts

Any withdrawal of less than your entire Account Value under a Non-Qualified Contract before the Annuity Commencement Date, must be treated as a receipt of investment earnings. You may not treat such withdrawals as a non-taxable return of Purchase Payments unless you have first withdrawn the entire amount of the Account Value that is attributable to investment earnings. For purposes of determining whether an Owner has withdrawn the entire amount of the investment earnings under a Non-Qualified Contract, the Code provides that all Non-Qualified deferred annuity contracts issued by the same company to the same Owner during any one calendar year must be treated as one annuity contract.

A Payee who receives annuity payments under a Non-Qualified Contract after the Annuity Commencement Date, will generally be able to treat a portion of each payment as a nontaxable return of Purchase Payments. and to treat only the remainder of each such payment as taxable investment earnings. Until the Purchase Payments have been fully recovered in this manner, the nontaxable portion of each payment will be determined by the ratio of (i) the total amount of the Purchase Payments made under the Contract, to (ii) the Payee's expected return under the Contract. Once the Payee has received nontaxable payments in an amount equal to total Purchase Payments, no further exclusion is allowed and all future distributions will constitute fully taxable ordinary income. If payments are terminated upon the death of the Annuitant or other Payee before the Purchase Payments have been fully recovered, the unrecovered Purchase Payments. may be deducted on the final return of the Annuitant or other Payee.

A penalty tax of 10% may also apply to taxable cash withdrawals, including lump-sum payments from Non-Qualified Contracts. This penalty will generally not apply to distributions made after age 59 1/2, to distributions pursuant to the death or disability of the owner, or to distributions that are a part of a series of substantially equal periodic payments made annually under a lifetime annuity, or to distributions under an immediate annuity (as defined above).

Distributions and Withdrawals from Qualified Contracts

An "eligible rollover distribution" is any distribution to you of all or any portion of the balance to the credit of your account, other than:

-	A distribution which is one of a series of substantially equal periodic payments made annually under a lifetime annuity or for a specified period of ten years or more;

-	Any required minimum distribution, or

-	Any hardship distribution.

Only you or your spouse may elect to roll over a distribution to an eligible retirement plan.

Withholding

Investment Diversification and Control

The Treasury Department has issued regulations that prescribe investment diversification requirements for mutual fund series underlying nonqualified variable contracts. All Non-Qualified Contracts must comply with these regulations to qualify as annuities for federal income tax purposes. The owner of a Non-Qualified Contract that does not meet these guidelines will be subject to current taxation on annual increases in value of the Contract. We believe that each Fund available as an investment option under the Contract complies with these regulations.

Tax Treatment of the Company and the Variable Account

As a life insurance company under the Code, we will record and report operations of the Variable Account separately from other operations. The Variable Account will not, however, constitute a regulated investment company or any other type of taxable entity distinct from our other operations.Under present law, we will not incur tax on the income of the Variable Account (consisting primarily of interest, dividends, and net capital gains) if we use this income to increase reserves under Contracts participating in the Variable Account.

Qualified Retirement Plans

Pension and Profit-Sharing Plans

Tax-Sheltered Annuities

If the Contracts are to receive tax-deferred treatment, cash withdrawals of amounts attributable to salary reduction contributions (other than withdrawals of accumulation account value as of December 31, 1988) may be made only when the Participant attains age 59 1/2, separates from service with the employer, dies or becomes disabled (within the meaning of Section 72(m)(7) of the Code). These restrictions apply to (i) any post-1988 salary reduction contributions, (ii) any growth or interest on post-1988 salary reduction contributions, and (iii) any growth or interest on pre-1989 salary reduction contributions that occurs on or after January 1, 1989, and (iv) any pre-1989 salary reduction contributions since we do not maintain records that separately account for such contributions. It is permissible, however, to withdraw post-1988 salary reduction contributions (but not the earnings attributable to such contributions) in cases of financial hardship. While the Internal Revenue Service has not issued specific rules defining financial hardship, we expect that to qualify for a hardship distribution, the Participant must have an immediate and heavy bona fide financial need and lack other resources reasonably available to satisfy the need. Hardship withdrawals (as well as certain other premature withdrawals) will be subject to a 10% tax penalty, in addition to any withdrawal charge applicable under the Contracts. Under certain circumstances the 10% tax penalty will not apply if the withdrawal is for medical expenses.

Individual Retirement Accounts

Roth IRAs

Status of Optional Death Benefit Riders

Puerto Rico Tax Considerations

For information regarding the income tax consequences of owning a Contract, you should consult a qualified tax adviser.

ADMINISTRATION OF THE CONTRACTS

DISTRIBUTION OF THE CONTRACTS

We offer the Contracts on a continuous basis. The Contracts are sold by licensed insurance agents in those states where the Contracts may be lawfully sold. Such agents will be registered representatives of broker-dealers registered under the Securities Exchange Act of 1934 who are members of the National Association of Securities Dealers, Inc. and who have entered into distribution agreements with the Company and the general distributor, Clarendon Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. Clarendon, a wholly-owned subsidiary of the Company, is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the National Association of Securities Dealers, Inc.

Commissions and other distribution compensation will be paid by the Company to the selling agents and will not be more than 6.50% of Purchase Payments. In addition, after the first Account Year, broker-dealers who have entered into distribution agreements with the Company may receive an annual renewal commission of no more than 0.50% of the Participant's Account Value. In addition to commissions, the Company may, from time to time, pay or allow additional promotional incentives, in the form of cash or other compensation. We reserve the right to offer these additional incentives only to certain broker-dealers that sell or are expected to sell during specified time periods certain minimum amounts of the Contracts or Certificates or other contracts offered by the Company. Promotional incentives may change at any time. Commissions may be waived or reduced in connection with certain transactions described in this Prospectus under the heading "Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates." During 2000 and 2001, approximately $3,548,714 and $3,199,985.67 in commissions were paid to and retained by Clarendon in connection with the distribution of the Contracts.

PERFORMANCE INFORMATION

Average Annual Total Return measures the net income of the Sub-Account and any realized or unrealized gains or losses of the Funds in which it invests, over the period stated. Average Annual Total Return figures are annualized and represent the average annual percentage change in the value of an investment in a Sub-Account over that period. Standardized Average Annual Total Return information covers the period since we started offering the Sub-Accounts under the Futurity products or, if shorter, the life of the Sub-Account. Non-standardized Average Annual Total Return covers the life of each Fund, which may predate the Futurity products. Cumulative Growth Rate represents the cumulative change in the value of an investment in the Sub-Account for the period stated, and is arrived at by calculating the change in the Accumulation Unit Value of a Sub-Account between the first and the last day of the period being measured. The difference is expressed as a percentage of the Accumulation Unit Value at the beginning of the base period. "Compound Growth Rate" is anannualized measure, calculated by applying a formula that determines the level of return which, if earned over the entire period, would produce the cumulative return.

Average Annual Total Return figures assume an initial Purchase Payment of$1,000 and reflect all applicable withdrawal and Contract charges. The Cumulative Growth Rate and Compound Growth Rate figures that we advertise do not reflect withdrawal charges, the annual Account Fee, or any Purchase Payment Interest, although such figures do reflect all recurring charges. If such figures were calculated to reflect Purchase Payment Interest credited, the calculation would also reflect any withdrawal charges made. Results calculated without withdrawal and/or certain Contract charges will be higher. We may also use other types of rates of return that do not reflect withdrawal and Contract charges.

Yield is a measure of the net dividend and interest income earned over a specific one-month or 30-day period (7-day period for the Sun Capital Money Market Sub-Account), expressed as a percentage of the value of the Sub-Account's Accumulation Units. Yield is an annualized figure, which means that we assume that the Sub-Account generates the same level of net income over a one-year period and compound that income on a semi-annual basis. We calculate the effective yield for the Money Market Sub-Account similarly, but include the increase due to assumed compounding. The Money Market Sub-Account's effective yield will be slightly higher than its yield as a result of its compounding effect.

AVAILABLE INFORMATION

The Company and the Variable Account have filed with the SEC registration statements under the Securities Act of 1933 relating to the Contract. This Prospectus does not contain all of the information contained in the registration statements and their exhibits. For further information regarding the Variable Account, the Company and the Contract, please refer to the registration statements and their exhibits.

In addition, the Company is subject to the informational requirements of the Securities Exchange Act of 1934. We file reports and other information with the SEC to meet these requirements. You can inspect and copy this information and our registration statements at the SEC's public reference facilities at the following locations: Washington, D.C. -- 450 Fifth Street, N.W., Room 1024,Washington, D.C. 20549; Chicago, Illinois -- 500 West Madison Street, Chicago, IL 60661. The Washington, D.C. office will also provide copies by mail for a fee. You may also find these materials on the SEC's website (http://www.sec.gov).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December 31, 2001 filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") is incorporated herein by reference. All documents or reports we file pursuant to Section 13(a), 13(c), 14or 15(d) of the Exchange Act, after the date of this prospectus and prior to the termination of the offering, shall be deemed incorporated by reference into the prospectus.

The Company will furnish, without charge, to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of the documents referred to above which have been incorporated by reference into this Prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in this Prospectus).Requests for such documents should be directed to the Secretary, Sun Life Assurance Company of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, telephone (800) 225-3950.

STATE REGULATION

LEGAL PROCEEDINGS

ACCOUNTANTS

The financial statements of the Variable Account for the year ended December 31, 2001, and the financial statements of the Company for the years ended December 31, 2001, 2000 and 1999, both included in the Statement of Additional Information ("SAI") filed in the Company's Registration Statement under the Investment Company Act of 1940, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

FINANCIAL STATEMENTS

The financial statements of the Variable Account for the year ended December 31, 2001 are also included in the SAI.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

Calculation of Performance Data

Tax-Deferred Accumulation

Advertising and Sales Literature

Calculations

Example of Variable Accumulation Unit Value Calculation

Example of Variable Annuity Unit Calculation

Example of Variable Annuity Payment Calculation

Distribution of the Contracts

Designation and Change of Beneficiary

Custodian

Financial Statements

This Prospectus sets forth information about the Contract and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contract and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated April 30, 2002 which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this request form to the address shown below or telephone (800) 752-7215.

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

c/o Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

Please send me a Statement of Additional Information for

MFS Regatta Extra Variable and Fixed Annuity

Sun Life of Canada (U.S.) Variable Account F.

Name ____________________________________________________________

Address ______________________________________________________________

_____________________________________________________________

City _______________________ State _____ Zip ___________________

Telephone ___________________________________________________________

APPENDIX A

GLOSSARY

The following terms as used in this Prospectus have the indicated meanings:

ACCOUNT or PARTICIPANT ACCOUNT: An account established for each Participant to which Net Purchase Payments are credited.

ACCOUNT VALUE: The Variable Accumulation Value, if any, plus the Fixed Accumulation Value, if any, of your Account for any Valuation Period.

ACCOUNT YEAR and ACCOUNT ANNIVERSARY: Your first Account Year is the period 365 days from the date on which we issued your Contract. Your Account Anniversary is the last day of an Account Year. Each Account Year after the first is the 365-day period that begins on your Account Anniversary. For example, if the Contract Date is on March 12, the first Account Year is determined from the Contract Date and ends on March 12 of the following year. Your Account Anniversary is March 12 and all Account Years after the first are measured from March 12. (If the Anniversary Date falls on a non-Business Day, the previous Business Day will be used.)

ACCUMULATION PHASE: The period before the Annuity Commencement Date and during the lifetime of the Annuitant during which you make Purchase Payments under the Contract. This is called the "Accumulation Period" in the Contract.

ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment under each Contract is to be made.

ANNUITY OPTION: The method you choose for receiving annuity payments.

ANNUITY UNIT: A unit of measure used in the calculation of the amount of the second and each subsequent Variable Annuity payment from the Variable Account.

APPLICATION: The document signed by you or other evidence acceptable to us that serves as your application for participation under a Group Contract or purchase of an Individual Contract.

BUSINESS DAY: Any day the New York Stock Exchange is open for trading.

CERTIFICATE: The document for each Participant which evidences the coverage of the Participant under a Group Contract.

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

CONTRACT: Any Individual Contract, Group Contract or Certificate issued under a Group Contract.

COVERED PERSON: The person(s) identified as such in the Contract whose death will trigger the death benefit provisions of the Contract and whose medically necessary stay in a hospital or nursing facility may allow the Participant to be eligible for a waiver of the withdrawal charge. Unless otherwise noted, the Participant/Owner is the Covered Person.

CONTRACT DATE: The date on which we issue your Contract. This is called the "Date of Coverage" in the Contract.

DEATH BENEFIT DATE: If you have elected a death benefit payment option before the Covered Person's death that remains in effect, the date on which we receive Due Proof of Death. If your Beneficiary elects the death benefit payment option, the later of (a) the date on which we receive the Beneficiary's election and (b) the date on which we receive Due Proof of Death. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, the Death Benefit Date will be the last day of the 60 day period and we will pay the death benefit in one lump sum.

DUE PROOF OF DEATH: An original certified copy of an official death certificate, an original certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to the Company.

FIFTH-YEAR ANNIVERSARY: The fifth Account Anniversary and each succeeding Account Anniversary occurring at any five year interval thereafter; for example, the 10th, 15th, and 20th Account Anniversaries.

FIXED ACCOUNT: The general account of the Company, consisting of all assets of the Company other than those allocated to a separate account of the Company.

FIXED ACCOUNT VALUE: The value of that portion of your Account allocated to the Fixed Account.

FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.

FUND: A series of the Series Fund in which assets of a Sub-Account may be invested.

GROUP CONTRACT: A Contract issued by the Company on a group basis.

GUARANTEE AMOUNT: Each separate allocation of Account Value to a particular Guarantee Period (including interest earned thereon).

GUARANTEE PERIOD: The period for which a Guaranteed Interest Rate is credited.

GUARANTEED INTEREST RATE: The rate of interest we credit on a compound annual basis during any Guarantee Period.

INCOME PHASE: The period on and after the Annuity Commencement Date and during the lifetime of the Annuitant during which we make annuity payments under the Contract.

INDIVIDUAL CONTRACT: A Contract issued by the Company on an individual basis.

NET INVESTMENT FACTOR: An index applied to measure the investment performance of a Sub-Account from one Valuation Period to the next. The Net Investment Factor may be greater or less than or equal to one.

NET PURCHASE PAYMENT (NET PAYMENTS): The portion of a Purchase Payment which remains after the deduction of any applicable premium tax or similar tax. This is also the term used to describe the total contribution made to the Contract minus the total withdrawals.

NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement plan that does not receive favorable federal income tax treatment under Sections 401, 403, 408, or 408A of the Internal Revenue Code. The Participant's interest in the Contract must be owned by a natural person or agent for a natural person for the Contract to receive income tax treatment as an annuity.

PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration for the benefits provided by a Contract.

PURCHASE PAYMENT INTEREST: The amount of extra interest the Company credits to a Contract at a rate of 2% to 5% of each purchase payment based upon the size of the investment or Account Value or the interest rate option chosen at the time of application.

RENEWAL DATE: The last day of a Guarantee Period.

SUB-ACCOUNT: That portion of the Variable Account which invests in shares of a specific Fund.

VALUATION PERIOD: The period of time from one determination of Variable Accumulation Unit or Annuity Unit values to the next subsequent determination of these values. Value determinations are made as of the close of the New York Stock Exchange on each day that the Exchange is open for trading.

VARIABLE ACCOUNT: Variable Account F of the Company, which is 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.

VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of Variable Account Value.

VARIABLE ACCOUNT VALUE: The value of that portion of your Account allocated to the Variable Account.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in relation to the investment performance of the Variable Account.

*You specify these items on the Application, and may change them, as we describe in this Prospectus.

	Account Year	Hypothetical Account Value	Annual Earnings	Cumulative Annual Earnings	Free Withdrawal Amount	Payment Subject to Withdrawal Charge	Withdrawal Charge Percentage	Withdrawal Charge Amount
(a)	1	$41,000	$1,000	$ 1,000	$ 4,000	$36,000	8.00%	$2,880
	2	$45,100	$4,100	$ 5,100	$ 4,000	$36,000	8.00%	$2,880
	3	$49,600	$4,500	$ 9,600	$ 4,100	$35,900	7.00%	$2,513
(b)	4	$52,100	$2,500	$12,100	$ 4,500	$35,500	7.00%	$2,485
	5	$57,300	$5,200	$17,300	$ 4,000	$36,000	6.00%	$2,160
	6	$63,000	$5,700	$23,000	$ 5,200	$34,800	5.00%	$1,740
	7	$66,200	$3,200	$26,200	$ 5,700	$34,300	4.00%	$1,372
(c)	8	$72,800	$6,600	$32,800	$40,000	$ 0	0.00%	$ 0

(a)	The free withdrawal amount in any year is equal to the amount of any Purchase Payments made prior to the last 7 Account Years ("Old Payments") that were not previously withdrawn plus the greater of (1) the Contract's earnings during the prior Account Year, and (2) 10% of any Purchase Payments made in the last 7 Account Years ("New Payments"). In Account Year 1, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. On a full withdrawal of $41,000, the amount subject to a withdrawal charge is $36,000, which equals the New Payments of $40,000 minus the free withdrawal amount of $4,000.

(b)	In Account Year 4, the free withdrawal amount is $4,500, which equals the prior Account Year's earnings. On a full withdrawal of $52,100, the amount subject to a withdrawal charge is $35,500.

(c)	In Account Year 8, the free withdrawal amount is $40,000, which equals 100% of the Purchase Payment of $40,000. On a full withdrawal of $72,800, the amount subject to a withdrawal charge is $0, since the New Payments equal $0.

Partial Withdrawal

						Remaining
						Free
		Hypothetical				Withdrawal	Amount of
		Account				Amount	Withdrawal
		Value				Before	Subject to	Withdrawal	Withdrawal
	Account	Before		Cumulative	Amount of	Charge	Withdrawal	Charge	Charge
	Year	Withdrawal	Earnings	Earnings	Withdrawal	Withdrawal	Charge	Percentage	Amount
	1	$41,000	$1,000	$ 1,000	$ 0	$4,000	$ 0	8.00%	$ 0
	2	$45,100	$4,100	$ 5,100	$ 0	$4,000	$ 0	8.00%	$ 0
	3	$49,600	$4,500	$ 9,600	$ 0	$4,100	$ 0	7.00%	$ 0
(a)	4	$50,100	$ 500	$10,100	$ 4,100	$4,500	$ 0	7.00%	$ 0
(b)	4	$46,800	$ 800	$10,900	$ 9,000	$ 400	$ 8,600	7.00%	$ 602
(c)	4	$38,400	$ 600	$11,500	$12,000	$ 0	$12,000	7.00%	$ 840
(d)	4	$26,800	$ 400	$11,900	$20,000	$ 0	$14,900	7.00%	$1,043

(a)	In Account Year 4, the free withdrawal amount is $4,500, which equals the prior Account Year's earnings. The partial withdrawal amount of $4,100 is less than the free withdrawal amount, so there is no withdrawal charge.

(b)	Since a partial withdrawal of $4,100 was taken, the remaining free withdrawal amount in Account Year 4 is $4,500 - $4,100 = $400. Therefore, $400 of the $9,000 withdrawal is not subject to a withdrawal charge, and $8,600 is subject to a withdrawal charge.

(c)	Since the total of the two prior Account Year 4 partial withdrawals($13,100) is greater than the free withdrawal amount of $4,500, there is no remaining free withdrawal amount. The entire withdrawal amount of $12,000 is subject to a withdrawal charge.

(d)	Since the total of the three prior Account Year 4 partial withdrawals($25,100) is greater than the free withdrawal amount of $4,500, there is no remaining free withdrawal amount. Since the total amount of New Purchase Payments was $40,000 and $25,100 of New Payments has already been surrendered, only $14,900 of this $20,000 withdrawal comes from liquidating Purchase Payments. The remaining $5,100 of this withdrawal comes from liquidating earnings and is not subject to a withdrawal charge.

Part 2 -- Fixed Account -- Examples of the Market Value Adjustment ("MVA")

The MVA Factor is: [(1 + I) / (1 + J + b)] ^ (N/12) -1

These examples assume the following:

1) The Guarantee Amount was allocated to a 5-year Guarantee Period with a Guaranteed Interest Rate of 6% or .06.

2) The date of surrender is 2 years from the Expiration Date (N = 24).

3) The value of the Guarantee Amount on the date of surrender is $11,910.16.

4) The interest earned in the current Account Year is $674.16.

5) No transfers or partial withdrawals affecting this Guarantee Amount have been made.

6) Withdrawal charges, if any, are calculated in the same manner as shown in the examples in Part 1.

Example of a Negative MVA:

Assume that on the date of surrender, the current rate (J) is 8% or .08 and the b factor is zero.

<R>

The MVA factor =	[(1 + I) / (1 + J + b)] ^ (N/12) -1
=	[(1 + .06) / (1 + .08)] ^ (24/12) - 1
=	(.981^ 2) -1
=	.963 -1
=	-.037

</R>

The value of the Guarantee Amount less interest credited to the Guarantee Amount in the current Account Year is multiplied by the MVA factor to determine the MVA:

($11,910.16 - $674.16) X -.037 = -$415.73

-$415.73 represents the MVA that will be deducted from the value of the Guarantee Amount before the deduction of any withdrawal charge.

Example of a Positive MVA:

Assume that on the date of surrender, the current rate (J) is 5% or .05 and the b factor is zero.

The MVA factor =	[(1 + I) / (1 + J + b)] ^ (N/12) -1
=	[(1 + .06) / (1 + .05)] ^ (24/12) - 1
=	(1.010^ 2) -1
=	1.019 -1
=	.019

The value of the Guarantee Amount less interested credit to the Guarantee Amount in the current Account Year is multiplied by the MVA factor to determine the MVA:

($11,910.16 - $674.16) X .019 = $213.48

$213.48 represents the MVA that would be added to the value of the Guarantee Amount before the deduction of any withdrawal charge.

For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA would be ($2,000.00 - $674.16) X .019 = $25.19.

$25.19 represents the MVA that would be added to the value of the partial withdrawal amount before the deduction of any withdrawal charge.

Appendix C

Calculation of Basic Death Benefit

Example 1:

The Basic Death Benefit is the greatest of:

       Account Value

=

$ 80,000.00

       Cash Surrender Value*

=

$ 74,400.00

       Purchase Payments

=

$100,000.00

The Basic Death Benefit would therefore be:

$100,000.00

Example 2:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Variable Sub-Accounts and that the Account Value is $80,000.00 just prior to a $20,000.00 withdrawal. The Account Value on the Death Benefit Date is $60,000.00.

The Basic Death Benefit is the greatest of:
Account Value	=	$60,000.00
Cash Surrender Value*	=	$55,200.00
Adjusted Purchase Payments**	=	$75,000.00
The Basic Death Benefit would therefore be:		$75,000.00

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value.

For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals."

**Adjusted Purchase Payments can be calculated as follows:

Payments X (Account Value after withdrawal divided by Account Value before withdrawal)

$100,000.00 X ($60,000.00 divided by $80,000.00) = $75,000

Appendix D

Calculation of Earnings Enhancement Optional Death Benefit

Example 1:

The Death Benefit Amount will be the greatest of:
Account Value	=	$135,000
Cash Surrender Value*	=	$131,400
Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore be		$135,000

~ plus ~

The EEB amount calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$35,000
40% of the above amount	=	$14,000
Cap of 40% of Adjusted Purchase Payments	=	$40,000
The lesser of the above two amounts = the EEB amount	=	$14,000

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB amount = $135,000 + $14,000 = $149,000.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts and that the Account Value is $135,000 just prior to a $20,000 withdrawal. The Account Value on the Death Benefit Date is $115,000. In addition, this Contract was issued prior to the owner's 70th birthday. Assume death occurs in Account Year 7.

The Death Benefit Amount will be the greatest of:
Account Value	=	$115,000
Cash Surrender Value*	=	$111,400
Total of Adjusted Purchase Payments**	=	$ 85,185
The Death Benefit Amount would therefore	=	$115,000

~ plus ~

The EEB amount calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$29,815
40% of the above amount	=	$11,926
Cap of 40% of Adjusted Purchase Payments	=	$34,074
The lesser of the above two amounts = the EEB amount	=	$11,926

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB amount = $115,000 + $11,926 = $126,926.

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals."

**Adjusted Purchase Payments can be calculated as follows:

Payments X (Account Value after withdrawal Divided By Account Value before withdrawal) = $100,000 X ($115,000 Divided By $135,000) = $85,185

Appendix E

Calculation of Death Benefit When EEB and MAV and 5% Roll-Up Riders Are Selected

Maximum Anniversary Value is $142,000. Assume death occurs in Account Year 7. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:

    Account Value

= $135,000

    Cash Surrender Value*

= $131,400

    Total of Adjusted Purchase Payments

= $100,000

    5% Premium Roll-Up Value

= $140,000

    Maximum Anniversary Value

= $142,000

The Death Benefit Amount would therefore

= $142,000

~ plus ~

The EEB amount calculated as follows:

    Account Value minus Adjusted Purchase Payments

= $35,000

    40% of the above amount

= $14,000

    Cap of 40% of Adjusted Purchase Payments

= $40,000

The lesser of the above two amounts = the EEB amount

= $14,000

The total Death Benefit would be the amount paid on the Maximum Anniversary Rider plus the EEB amount = $142,000 + $14,000 = $156,000.

Appendix F

Calculation of Earnings Enhancement Plus Optional Death Benefit

The Death Benefit Amount will be the greatest of:

    Account Value

=

$135,000

    Cash Surrender Value*

=

$131,400

    Total of Adjusted Purchase Payments

=

$100,000

The Death Benefit Amount would therefore

=

$135,000

~ plus ~

The EEB Plus amount, calculated as follows:

    Account Value minus Adjusted Purchase Payments

=

$ 35,000

    40% of the above amount

=

$ 14,000

    Cap of 100% of Adjusted Purchase Payments

=

$100,000

The lesser of the above two amounts = the EEB Plus amount

=

$ 14,000

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Plus amount = $135,000 + $14,000 = $149,000.

Appendix G

Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The Maximum Anniversary Value on the Death Benefit Date is $140,000. In addition, this Contract was issued prior to the owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:

    Account Value

=

$135,000

    Cash Surrender Value*

=

$131,400

    Total of Adjusted Purchase Payments

=

$100,000

    Maximum Anniversary Value

=

$140,000

The Death Benefit Amount would therefore

=

$140,000

~ plus ~

The EEB Plus amount, calculated as follows:

    Death Benefit Amount before EEB minus     Adjusted Purchase Payments

=

$ 40,000

    40% of the above amount

=

$ 16,000

    Cap of 100% of Adjusted Purchase Payments

=

$100,000

The lesser of the above two amounts = the EEB Plus amount

=

$16,000

The total Death Benefit would be the amount paid on the Maximum Anniversary Rider plus the EEB Plus MAV amount = $140,000 + $16,000 = $156,000.

Appendix H

Calculation of Earnings Enhancement Plus With 5% Roll-Up Optional Death Benefit

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. In addition, this Contract was issued prior to the owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:

    Account Value

=

$135,000

    Cash Surrender Value*

=

$131,400

    Total of Adjusted Purchase Payments

=

$100,000

    5% Premium Roll-up Value

=

$140,000

The Death Benefit Amount would therefore

=

$140,000

~ plus ~

The total Death Benefit would be the amount paid on the 5% Roll-Up Rider plus the EEB Plus 5% Roll-Up amount = $140,000 + $16,000 = $156,000.

Appendix I

Calculation for Purchase Payment Interest (Bonus Credit)

<R>

Example 1: Option A

</R>

Initial Purchase Payment of $50,000.00 receives 2% Purchase Payment Interest of $1,000.00.

Subsequent Purchase Payment in the first Account Year of $20,000.00 receives 2% Purchase Payment Interest of $400.00.

Using the same Purchase Payments as above, suppose your value on the fifth Account Anniversary is $74,970.00. We will credit your account with an additional 2% of Purchase Payment Interest (equal to $1,499.40).

This 2% Purchase Payment Interest will occur on every fifth Account Anniversary (i.e., 5th, 10th, 15th).

Example 2: Option B with no withdrawals

If you select Option B, the 3% Bonus Option the amount we will credit to your Contract depends on the size of your Net Purchase Payments. The scale is as follow:

Net Purchase Payments less than $100,000.00 will receive	3%
Net Purchase Payments between $100,000.00 through $499,999.99 will receive	4%
Net Purchase Payments greater than or equal to $500,000.00 will receive	5%

Therefore, if your initial investment is $50,000.00, your Purchase Payment Interest will equal 3% of $50,000, or $1500.00.

If you make additional Payments that cause your total Net Purchase Payments to exceed $100,000.00, these Purchase Payments will receive either a 4% or 5% bonus, using the above scale. As an example:

Initial Purchase Payment of $50,000.00 will receive 3% Purchase Payment Interest. A second Purchase Payment of $80,000.00 will result in Net Purchase Payments of $130,000.00. Thus, the $80,000.00 will receive Purchase Payment Interest of 4% equal to $3,200.00.

Suppose a third Purchase Payment of $400,000.00 is made. This will bring the Net Purchase Payments to $530,000.00. This $400,000.00 will receive Purchase Payment Interest of 5% equal to $20,000.00.

This Account now has total Net Purchase Payments of $530,000.00 and total Purchase Payment Interest of $24,700.00.

In addition to the Purchase Payment Interest paid at the time of each Payment, we will review your first Account Anniversary to ensure that all Net Purchase Payments received the Purchase Payment Interest as described in the above scale. Using the above scenario as an example, upon the first Account Anniversary, we will credit your Account an additional $1800.00, which is equal to:

Total Net Purchase Payments of $530,000.00 X 5%

=

$26,500.00

Total Purchase Payment Interest received

=

$24,700.00

First Account Anniversary Adjustment

=

$ 1,800.00

Example 3: Option B with a Withdrawal

Using the same example as above, suppose that before the first Account Anniversary you make a withdrawal of $20,000.00. The annual Purchase Payment Interest adjustment would be calculated as follows:

Because your Net Purchase Payments are $510,000.00 ($530,000.00 - $20,000.00 withdrawal), your Purchase Payment Interest on all Net Purchase Payments should be 5%.

Your initial Payment of $50,000.00 received

3%

Your second Payment of $80,000.00 received

4%

Your third Payment of $400,000.00 received the

5%

Your first two Payments minus the withdrawal will receive additional Purchase Payment Interest. This will bring your total Net Purchase Payments up to 5%.

$50,000.00 X 2%

= $1,000.00

$80,000.00 - $20,000.00 = $60,000.00 X 1%

= $ 600.00

Total credit due

= $1,600.00

On your First Account Anniversary we will credit your Account with an additional Purchase Payment Interest of $1600.00.

Appendix J

Condensed Financial Information -- Accumulation Unit Values

<R>

				Accumulation	Accumulation	Number of
				Unit Value	Unit Value	Accumulation
				Beginning	End	Units End
		Year		of Year	of Year	of Year
Bond S Class - Level 1
		2001		$10.0000	$ 10.0704	183,918

Bond S Class - Level 4
		2001		10.0000	10.0563	87,767

Bond Series - Level 1
		2001		10.7940	11.4656	418,091
		2000		10.0000	10.7940	77,459

Bond Series - Level 4
		2001		10.7662	11.3894	309,775
		2000		10.0000	10.7662	86,798

Capital Appreciation S Class - Level 1
		2001		10.0000	9.7147	74,229

Capital Appreciation S Class - Level 4
		2001		10.0000	9.7010	99,789

Capital Appreciation Series - Level 1
		2001		8.8067	6.4812	1,120,416
		2000		10.0000	8.8067	693,430

Capital Appreciation Series - Level 4
		2001		8.7838	6.4379	1,153,121
		2000		10.0000	8.7838	541,268

Capital Opportunities S Class - Level 1
		2001		10.0000	9.5101	59,199

Capital Opportunities S Class - Level 4
		2001		10.0000	9.4967	59,725

Capital Opportunities Series - Level 1
		2001		9.3555	6.9184	1,904,593
		2000		10.0000	9.3555	1,309,871

Capital Opportunities Series - Level 4
		2001		9.3310	6.8720	1,444,497
		2000		10.0000	9.3310	1,139,592

Emerging Growth S Class - Level 1
		2001		10.0000	9.7072	27,050

Emerging Growth S Class - Level 4
		2001		10.0000	9.6936	47,057

Emerging Growth Series - Level 1
		2001		8.7059	5.6122	1,931,648
		2000		10.0000	8.7059	1,479,829

Emerging Growth Series - Level 4
		2001		8.6831	5.5746	1,863,339
		2000		10.0000	8.6831	1,307,630

Emerging Markets Equity S Class - Level 1
		2001		10.0000	10.3158	4,920

Emerging Markets Equity S Class - Level 4
		2001		10.0000	10.3013	2,531

Emerging Markets Equity Series - Level 1
		2001		8.1666	7.9641	83,042
		2000		10.0000	8.1666	57,546

Emerging Markets Equity Series - Level 4
		2001		8.1455	7.9111	81,149
		2000		10.0000	8.1455	60,368

Global Asset Allocation S Class - Level 1
		2001		10.0000	9.7519	1,535

Global Asset Allocation S Class - Level 4
		2001		10.0000	9.7382	4,608

Global Asset Allocation Series - Level 1
		2001		9.8099	8.8045	33,260
		2000		10.0000	9.8099	26,394

Global Asset Allocation Series - Level 4
		2001		9.7841	8.7456	10,469
		2000		10.0000	9.7841	9,050

Global Governments S Class - Level 1
		2001		10.0000	9.7098	160

Global Governments S Class - Level 4
		2001		10.0000	9.6962	1,262

Global Governments Series - Level 1
		2001		10.3268	9.9585	26,918
		2000		10.0000	10.3268	20,989

Global Governments Series - Level 4
		2001		10.2999	9.8920	59,309
		2000		10.0000	10.2999	27,812

Global Growth S Class - Level 1
		2001		10.0000	9.6721	13,028

Global Growth S Class - Level 4
		2001		10.0000	9.6585	6,219

Global Growth Series - Level 1
		2001		9.0816	7.1871	390,855
		2000		10.0000	9.0816	346,962

Global Growth Series - Level 4
		2001		9.0579	7.1390	280,534
		2000		10.0000	9.0579	297,452

Global Telecommunications S Class - Level 1
		2001		10.0000	-	-

Global Telecommunications S Class - Level 4
		2001		10.0000	9.4099	2,559

Global Telecommunications Series - Level 1
		2001		10.0000	4.1960	24,694

Global Telecommunications Series - Level 4
		2001		10.0000	4.1737	17,539

Global Total Return S Class - Level 1
		2001		10.0000	9.7416	6,350

Global Total Return S Class - Level 4
		2001		10.0000	9.7279	15,950

Global Total Return Series - Level 1
		2001		10.1186	9.3541	67,415
		2000		10.0000	10.1186	37,443

Global Total Return Series - Level 4
		2001		10.0923	9.2917	54,274
		2000		10.0000	10.0923	19,112

Government Securities S Class - Level 1
		2001		10.0000	10.1131	327,523

Government Securities S Class - Level 4
		2001		10.0000	10.0990	168,112

Government Securities Series - Level 1
		2001		10.7679	11.4015	986,197
		2000		10.0000	10.7679	217,774

Government Securities Series - Level 4
		2001		10.7396	11.3252	734,951
		2000		10.0000	10.7396	310,046

High Yield S Class - Level 1
		2001		10.0000	9.8804	71,887

High Yield S Class - Level 4
		2001		10.0000	9.8665	53,388

High Yield Series - Level 1
		2001		9.2152	9.2402	600,050
		2000		10.0000	9.2152	246,939

High Yield Series - Level 4
		2001		9.1916	9.1789	455,393
		2000		10.0000	9.1916	174,044

International Growth S Class - Level 1
		2001		10.0000	9.4987	21,268

International Growth S Class - Level 4
		2001		10.0000	9.4853	33,632

International Growth Series - Level 1
		2001		9.7297	7.7085	402,147
		2000		10.0000	9.7297	96,662

International Growth Series - Level 4
		2001		9.7051	7.6571	470,587
		2000		10.0000	9.7051	11,409

International Investors Trust S Class - Level 1	2001		10.0000		9.4987	21,268


International Investors Trust S Class - Level 4
		2001		10.0000	9.3555	1,837

International Investors Trust Series - Level 1
		2001		9.3003	8.1896	142,672
		2000		10.0000	9.3003	233,234

International Investors Trust Series - Level 4
		2001		9.2762	8.1356	28,159
		2000		10.0000	9.2762	224,129

Managed Sectors S Class - Level 1
		2001		10.0000	9.6275	1,466

Managed Sectors S Class - Level 4
		2001		10.0000	9.6140	17,423

Managed Sectors Series - Level 1
		2001		8.2945	5.2703	442,617
		2000		10.0000	8.2945	342,650

Managed Sectors Series - Level 4
		2001		8.2729	5.2351	447,276
		2000		10.0000	8.2729	395,973

Massachusetts Investors Growth Stock S Class - Level 1
		2001		10.0000	9.7687	206,673

Massachusetts Investors Growth Stock S Class - Level 4
		2001		10.0000	9.7550	113,890

Massachusetts Investors Growth Stock Series - Level 1
		2001		9.4222	6.9732	3,000,575
		2000		10.0000	9.4222	2,157,835

Massachusetts Investors Growth Stock Series - Level 4
		2001		9.3976	6.9260	2,221,381
		2000		10.0000	9.3976	1,511,093

Massachusetts Investors Trust S Class - Level 1
		2001		10.0000	9.6642	169,451

Massachusetts Investors Trust S Class - Level 4
		2001		10.0000	9.6506	166,841

Massachusetts Investors Trust Series - Level 1
		2001		10.0762	8.3672	2,386,638
		2000		10.0000	10.0762	1567339

Massachusetts Investors Trust Series - Level 4
		2001		10.0499	8.3113	2,300,970
		2000		10.0000	10.0499	1325352

Mid Cap Growth S Class - Level 1
		2001		10.0000	9.6403	78,108

Mid Cap Growth S Class - Level 4
		2001		10.0000	9.6268	63,396

Mid Cap Growth Series - Level 1
		2001		9.2420	6.9956	338,295
		2000		10.0000	9.2420	76,464

Mid Cap Growth Series - Level 4
		2001		9.2310	6.9587	483,477
		2000		10.0000	9.2310	137,221

Money Market S Class - Level 1
		2001		10.0000	10.0235	189,232

Money Market S Class - Level 4
		2001		10.0000	10.0094	168,449

Money Market Series - Level 1
		2001		10.3184	10.5526	1,549,643
		2000		10.0000	10.3184	728,487

Money Market Series - Level 4
		2001		10.2918	10.4824	1,092,373
		2000		10.0000	10.2918	568,861

New Discovery S Class - Level 1
		2001		10.0000	10.3009	138,255

New Discovery S Class - Level 4
		2001		10.0000	10.2864	72,083

New Discovery Series - Level 1
		2001		10.3314	9.6600	732,851
		2000		10.0000	10.3314	529,521

New Discovery Series - Level 4
		2001		10.3044	9.5955	957,146
		2000		10.0000	10.3044	664,181

Research S Class - Level 1
		2001		10.0000	9.6436	35,197

Research S Class - Level 4
		2001		10.0000	9.6300	30,393

Research Series - Level 1
		2001		9.4985	7.3577	927,541
		2000		10.0000	9.4985	661,535

Research Series - Level 4
		2001		9.4737	7.3084	705,628
		2000		10.0000	9.4737	443,675

Research Growth and Income S Class - Level 1
		2001		10.0000	9.9196	80,315

Research Growth and Income S Class - Level 4
		2001		10.0000	9.9056	32,975

Research Growth and Income Series - Level 1
		2001		10.2001	8.9560	192,704
		2000		10.0000	10.2001	67,362

Research Growth and Income Series - Level 4
		2001		10.1739	8.8965	228,763
		2000		10.0000	10.1739	91,377

Research International S Class - Level 1
		2001		10.0000	9.4141	88,305

Research International S Class - Level 4
		2001		10.0000	9.4009	17,559

Research International Series - Level 1
		2001		9.2229	7.4747	404,539
		2000		10.0000	9.2229	307,752

Research International Series - Level 4
		2001		9.1989	7.4247	330,427
		2000		10.0000	9.1989	272,786

Strategic Growth S Class - Level 1
		2001		10.0000	9.7375	6,667

Strategic Growth S Class - Level 4
		2001		10.0000	9.7238	37,762

Strategic Growth Series - Level 1
		2001		8.5749	6.3683	352,982
		2000		10.0000	8.5749	253,737

Strategic Growth Series - Level 4
		2001		8.5525	6.3257	255,878
		2000		10.0000	8.5525	236,104

Strategic Income S Class - Level 1
		2001		10.0000	10.0785	42,934

Strategic Income S Class - Level 4
		2001		10.0000	10.0643	15,811

Strategic Income Series - Level 1
		2001		10.2398	10.4286	111,966
		2000		10.0000	10.2398	41,244

Strategic Income Series - Level 4
		2001		10.2135	10.3593	92,454
		2000		10.0000	10.2135	23,478

Technology S Class - Level 1
		2001		10.0000	9.7299	3,789

Technology S Class - Level 4
		2001		10.0000	9.7162	13,873

Technology Series - Level 1
		2001		7.2283	4.3548	296,806
		2000		10.0000	7.2283	76,758

Technology Series - Level 4
		2001		7.2151	4.3290	265,146
		2000		10.0000	7.2151	80,731

Total Return S Class - Level 1
		2001		10.0000	9.9609	245,648

Total Return S Class - Level 4
		2001		10.0000	9.9469	266,085

Total Return Series - Level 1
		2001		11.4353	11.3262	1,919,038
		2000		10.0000	11.4353	531,259

Total Return Series - Level 4
		2001		11.4058	11.2508	1,387,725
		2000		10.0000	11.4058	263,691

Utilities S Class - Level 1
		2001		10.0000	8.9236	27,459

Utilities S Class - Level 4
		2001		10.0000	8.9110	53,358

Utilities Series - Level 1
		2001		10.4779	7.8148	1,086,053
		2000		10.0000	10.4779	670,496

Utilities Series - Level 4
		2001		10.4505	7.7626	654,964
		2000		10.0000	10.4505	401,366

Value S Class - Level 1
		2001		10.0000	9.7895	242,183

Value S Class - Level 4
		2001		10.0000	9.7757	201,198

Value Series - Level 1
		2001		12.5910	11.4785	709,219
		2000		10.0000	12.5910	203,752

Value Series - Level 4
		2001		12.5586	11.4022	645,263
		2000		10.0000	12.5586	111,256

</R>

APPENDIX K

INVESTMENT OPTIONS AND EXPENSES FOR INITIAL CLASS SHARES

The variable Fund options shown in this prospectus are the "Service Class" shares of the MFS/Sun Life Series Trust. The Service Class was first offered for sale on August 27, 2001. All Contracts purchased on or after that date are invested in the Service Class.

Each Fund also has an "Initial Class" of shares. All Contracts purchased before August 27, 2001, are invested in the "Initial Class." The following Initial Class Funds are available to owners of such Contracts:

Bond Series	Massachusetts Investors Growth Stock Series
Capital Appreciation Series	Massachusetts Investors Trust Series
Capital Opportunities Series	Mid Cap Growth Series
Emerging Growth Series	Money Market Series
Emerging Markets Equity Series	New Discovery Series
Global Asset Allocation Series	Research Series
Global Governments Series	Research Growth and Income Series
Global Growth Series	Research International Series
Global Telecommunications Series	Strategic Growth Series
Global Total Return Series	Strategic Income Series
Government Securities Series	Technology Series
High Yield Series	Total Return Series
International Growth Series	Utilities Series
International Investors Trust Series	Value Series
Managed Sectors Series

The shares of the Initial Class have the same investment objectives, policies, and strategies as the shares of the Service Class. The only differences between the two classes are their expense ratios. The UNDERLYING FUND ANNUAL EXPENSES and accompanying "EXAMPLES" associated with Initial Class expenses are shown below:

UNDERLYING FUND ANNUAL EXPENSES

(as a percentage of Fund net assets)

FUND	MANAGEMENT FEES	OTHER FUND EXPENSES	TOTAL ANNUAL FUND EXPENSES

Bond Series	0.60%	0.11%	0.71%
Capital Appreciation Series	0.73%	0.05%	0.78%
Capital Opportunities Series	0.71%	0.08%	0.79%
Emerging Growth Series	0.70%	0.06%	0.76%
Emerging Markets Equity Series	1.25%	0.37%	1.62%
Global Asset Allocation Series	0.75%	0.20%	0.95%
Global Governments Series	0.75%	0.23%	0.98%
Global Growth Series	0.90%	0.15%	1.05%
Global Telecommunications Series (3)	1.00%	0.25%	1.25% [1.90%]
Global Total Return Series	0.75%	0.16%	0.91%
Government Securities Series	0.55%	0.07%	0.62%
High Yield Series	0.75%	0.09%	0.84%
International Growth Series	0.98%	0.25%	1.23%
International Investors Trust Series	0.98%	0.25%	1.23%
Managed Sectors Series	0.74%	0.10%	0.84%
Massachusetts Investors Growth Stock Series	0.75%	0.07%	0.82%
Massachusetts Investors Trust Series	0.55%	0.05%	0.60%
Mid Cap Growth Series	0.75%	0.09%	0.84%
Money Market Series	0.50%	0.07%	0.57%
New Discovery Series	0.90%	0.07%	0.97%
Research Series	0.70%	0.06%	0.76%
Research Growth and Income Series	0.75%	0.12%	0.87%
Research International Series	1.00%	0.26%	1.26%
Strategic Growth Series	0.75%	0.11%	0.86%
Strategic Income Series	0.75%	0.26%	1.01%
Technology Series	0.75%	0.15%	0.90%
Total Return Series	0.65%	0.05%	0.70%
Utilities Series	0.71%	0.07%	0.78%
Value Series	0.75%	0.10%	0.85%

--------------------------------------------------------------------------------------------------

(1)	The information relating to Fund expenses was provided by the Fund and we have not independently verified it. You should consult the Fund prospectus for more information about Fund expenses. All expense figures are shown after expense reimbursements or waivers, except for the bracketed figures which show what the expense figures would have been absent reimbursement and waiver. All expense figures are based on actual expenses for the fiscal year ended December 31, 2001, except that the expense figures shown for Funds with less than 12 months of investment experience are estimates for the year 2002. Such a Fund is the Global Telecommunications Series.

(2)	Each Fund has an expense offset arrangement which reduces the Fund's custodian fee based upon the amount of cash maintained by the Fund with its custodian and dividend disbursing agent. Each Fund may enter into such other arrangements and directed brokerage arrangements (which would also have the effect of reducing the Fund's expenses). Any such fee reductions are not reflected under "Other Fund Expenses" in the table. Had these fee reimbursements been taken into account, "Total Annual Fund Expenses" for certain of the Funds would be as follows:

Bond Series	0.70%
Capital Opportunities Series	0.78%
Emerging Growth Series	0.75%
Emerging Markets Equity Series	1.61%
Global Governments Series	0.97%
Global Telecommunications Series	1.25%
Managed Sectors Series	0.83%
Massachusetts Investors Growth Stock Series	0.81%
Research Series	0.75%
Strategic Income Series	1.00%
Technology Series	0.89%

(3)

MFS has contractually agreed to bear the expenses of the Global Telecommunications Series such that "Other Fund Expenses," after taking into account the expense offset arrangement described in Footnote (2), above, do not exceed 0.25% annually. These contractual fee arrangements will continue until at least May 1, 2003, unless changed with the consent of the Series Fund's Board of Directors; provided, however, that the Fund's contractual fee arrangement will terminate prior to May 1, 2003, in the event that the Fund's "Other Fund Expenses" equal or fall below 0.25% annually.

EXAMPLES

	1 Year	3 Years	5 Years	10 Years
Bond Series	$ 95	$135	$178	$271
Capital Appreciation Series	$ 96	$137	$181	$278
Capital Opportunities Series	$ 96	$138	$182	$279
Emerging Growth Series	$ 96	$137	$180	$276
Emerging Markets Equity Series	$105	$163	$224	$361
Global Asset Allocation Series	$ 98	$142	$190	$295
Global Governments Series	$ 98	$143	$192	$299
Global Growth Series	$ 99	$145	$195	$306
Global Telecommunications Series	$101	$152	$205	$326
Global Total Return Series	$ 97	$141	$188	$291
Government Securities Series	$ 94	$132	$173	$261
High Yield Series	$ 97	$139	$184	$284
International Growth Series	$101	$151	$204	$324
International Investors Trust Series	$101	$151	$204	$324
Managed Sectors Series	$ 97	$139	$184	$284
Massachusetts Investors Growth Stock Series	$ 96	$138	$183	$282
Massachusetts Investors Trust Series	$ 94	$132	$172	$259
Mid Cap Growth Series	$ 97	$139	$184	$284
Mid Cap Value Series	$ 98	$144	$193	$301
Money Market Series	$ 94	$131	$170	$256
New Discovery Series	$ 98	$143	$191	$298
Research Series	$ 96	$137	$180	$276
Research Growth and Income Series	$ 97	$140	$186	$287
Research International Series	$101	$152	$206	$327
Strategic Growth Series	$ 97	$140	$185	$286
Strategic Income Series	$ 98	$144	$193	$302
Strategic Value Series	$ 98	$144	$193	$301
Technology Series	$ 97	$141	$187	$290
Total Return Series	$ 95	$135	$177	$270
Utilities Series	$ 96	$137	$181	$278
Value Series	$ 97	$139	$185	$285

If you surrender your Contract at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $35,000, a 5% annual return and the EEB plus MAV optional death benefit rider has been elected:

	1 Year	3 Years	5 Years	10 Years
Bond Series	$ 99	$147	$198	$312
Capital Appreciation Series	$100	$149	$202	$319
Capital Opportunities Series	$100	$150	$202	$320
Emerging Growth Series	$100	$149	$201	$317
Emerging Markets Equity Series	$109	$175	$243	$398
Global Asset Allocation Series	$102	$155	$210	$335
Global Governments Series	$102	$155	$212	$338
Global Growth Series	$103	$158	$215	$345
Global Telecommunications Series	$105	$164	$225	$364
Global Total Return Series	$101	$153	$208	$331
Government Securities Series	$ 99	$145	$194	$303
High Yield Series	$101	$151	$205	$325
International Growth Series	$105	$163	$224	$362
International Investors Trust Series	$105	$163	$224	$362
Managed Sectors Series	$101	$151	$205	$325
Massachusetts Investors Growth Stock Series	$101	$151	$204	$323
Massachusetts Investors Trust Series	$ 98	$144	$193	$301
Mid Cap Growth Series	$101	$151	$205	$325
Mid Cap Value Series	$102	$156	$213	$340
Money Market Series	$ 98	$143	$191	$298
New Discovery Series	$102	$155	$211	$337
Research Series	$100	$149	$201	$317
Research Growth and Income Series	$101	$152	$206	$328
Research International Series	$105	$164	$226	$365
Strategic Growth Series	$101	$152	$206	$327
Strategic Income Series	$102	$156	$213	$341
Strategic Value Series	$102	$156	$213	$340
Technology Series	$101	$153	$208	$330
Total Return Series	$ 99	$147	$198	$311
Utilities Series	$100	$149	$202	$319
Value Series	$101	$152	$205	$326

	1 Year	3 Years	5 Years	10 Years
Bond Series	$23	$ 72	$124	$271
Capital Appreciation Series	$24	$ 74	$127	$278
Capital Opportunities Series	$24	$ 75	$128	$279
Emerging Growth Series	$24	$ 74	$126	$276
Emerging Markets Equity Series	$33	$100	$170	$361
Global Asset Allocation Series	$26	$ 79	$136	$295
Global Governments Series	$26	$ 80	$138	$299
Global Growth Series	$27	$ 82	$141	$306
Global Telecommunications Series	$29	$ 89	$151	$326
Global Total Return Series	$25	$ 78	$134	$291
Government Securities Series	$22	$ 69	$119	$261
High Yield Series	$25	$ 76	$130	$284
International Growth Series	$29	$ 88	$150	$324
International Investors Trust Series	$29	$ 88	$150	$324
Managed Sectors Series	$25	$ 76	$130	$284
Massachusetts Investors Growth Stock Series	$24	$ 75	$129	$282
Massachusetts Investors Trust Series	$22	$ 69	$118	$259
Mid Cap Growth Series	$25	$ 76	$130	$284
Mid Cap Value Series	$26	$ 81	$139	$301
Money Market Series	$22	$ 68	$116	$256
New Discovery Series	$26	$ 80	$137	$298
Research Series	$24	$ 74	$126	$276
Research Growth and Income Series	$25	$ 77	$132	$287
Research International Series	$29	$ 89	$152	$327
Strategic Growth Series	$25	$ 77	$131	$286
Strategic Income Series	$26	$ 81	$139	$302
Strategic Value Series	$26	$ 81	$139	$301
Technology Series	$25	$ 78	$133	$290
Total Return Series	$23	$ 72	$123	$270
Utilities Series	$24	$ 74	$127	$278
Value Series	$25	$ 76	$131	$285

If you do not surrender your Contract, or if you annuitize your Contract, at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $35,000, a 5% annual return and the EEB plus MAV optional death benefit rider has been elected.

	1 Year	3 Years	5 Years	10 Years
Bond Series	$27	$ 84	$144	$312
Capital Appreciation Series	$28	$ 86	$148	$319
Capital Opportunities Series	$28	$ 87	$148	$320
Emerging Growth Series	$28	$ 86	$147	$317
Emerging Markets Equity Series	$37	$112	$189	$398
Global Asset Allocation Series	$30	$ 92	$156	$335
Global Governments Series	$30	$ 92	$158	$338
Global Growth Series	$31	$ 95	$161	$345
Global Telecommunications Series	$33	$101	$171	$364
Global Total Return Series	$29	$ 90	$154	$331
Government Securities Series	$27	$ 82	$140	$303
High Yield Series	$29	$ 88	$151	$325
International Growth Series	$33	$100	$170	$362
International Investors Trust Series	$33	$100	$170	$362
Managed Sectors Series	$29	$ 88	$151	$325
Massachusetts Investors Growth Stock Series	$29	$ 88	$150	$323
Massachusetts Investors Trust Series	$26	$ 81	$139	$301
Mid Cap Growth Series	$29	$ 88	$151	$325
Mid Cap Value Series	$30	$ 93	$159	$340
Money Market Series	$26	$ 80	$137	$298
New Discovery Series	$30	$ 92	$157	$337
Research Series	$28	$ 86	$147	$317
Research Growth and Income Series	$29	$ 89	$152	$328
Research International Series	$33	$101	$172	$365
Strategic Growth Series	$29	$ 89	$152	$327
Strategic Income Series	$30	$ 93	$159	$341
Strategic Value Series	$30	$ 93	$159	$340
Technology Series	$29	$ 90	$154	$330
Total Return Series	$27	$ 84	$144	$311
Utilities Series	$28	$ 86	$148	$319
Value Series	$29	$ 89	$151	$326

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

C/O Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

Telephone:

Toll Free (800) 752-7215

General Distributor

Clarendon Insurance Agency, Inc.

One Sun Life Executive Park

Boston, Massachusetts 02103

Auditors

Deloitte & Touche LLP

200 Berkeley Street

Boston, Massachusetts 02116

EXTRA 4/02

The Death Benefit Amount will be the greatest of:
Account Value	= $135,000
Cash Surrender Value*	= $131,400
Total of Adjusted Purchase Payments	= $100,000
5% Premium Roll-Up Value	= $140,000
Maximum Anniversary Value	= $142,000
The Death Benefit Amount would therefore	= $142,000

The EEB amount calculated as follows:
Account Value minus Adjusted Purchase Payments	= $35,000
40% of the above amount	= $14,000
Cap of 40% of Adjusted Purchase Payments	= $40,000
The lesser of the above two amounts = the EEB amount	= $14,000

$50,000.00 X 2%	= $1,000.00
$80,000.00 - $20,000.00 = $60,000.00 X 1%	= $ 600.00
Total credit due	= $1,600.00