Sun Life

Of Canada

1997

Dear

Pursuant to the terms of the February 3, 1997 Agreement between Sun Life Assurance Company of Canada, Sun Life Assurance Company of Canada (U.S.) and Sun Investment Services Company (collectively, "Sun Life") and the State of Maine Attorney General's Office, Bureau of Insurance and Securities Division, Sun Life has completed its review of your claim. After consultation with the State, Sun Life hereby offers to pay you the sum of

(the "Settlement Amount") in full and complete settlement of any and all claims that you may have against Sun Life or any of its subsidiaries or affiliates, relating to your claim that David Hall and/or Steven Hall, former Sales Representatives and Registered Representatives of Sun Life, solicited and caused you to participate in the investment transaction described in the enclosed Settlement Agreement, Assignment and Release (the "Agreement") . Sun Life's offer to you. is contingent upon your executing the Agreement in the enclosed form and returning it to Sun Life as described in the following paragraphs. This offer of settlement is made without prejudice to any rights or defenses available to you or to Sun Life and, in making the offer, Sun Life is not admitting any wrongdoing or liability.

If you accept the offer, please sign the agreement and return the original to my attention. All signed agreements will be held by Sun Life until it can be determined whether the applicable percentage of claimants accepting the settlement offer, as described in the February 3, 1997 Agreement with the state, has been met. Once it is determined that the necessary percentage of claimants has accepted the settlement offer, Sun Life will pay you, in one lump sum, in the form of a check from Sun Life unless you request an immediate annuity based upon this Settlement Amount. Upon your acceptance of the offer and execution of the Agreement, we would be pleased to discuss the annuity options with you.

If the agreement is satisfactory to you, please sign it and have your signature notarized. I have enclosed an overnight mail envelope for return of the Agreement to me. Upon receipt of the executed Agreement, I will take immediate steps to process the settlement₁subject to final determination of the percentage requirement, as described above.

Please respond to this offer on or before June 2, 1997 so that the determination as to the percentage requirement can be made at the earliest possible date. If you have any questions, please feel free to contact me.

Very truly yours,

Steven Patrizio

Senior Manager, Operations

This Settlement Agreement, Assignment and Release (the "Agreement") made by and

between (the "lnvestor") and Sun Life

Assurance Company of Canada on behalf of itself and Sun Life Assurance Company of Canada (U.S.), Sun Investment Services Company and all subsidiaries and affiliates directly or indirectly owned by them, including Massachusetts Financial Services, and the officers, directors, employees and stockholders of all such companies (collectively referred to as "Sun Life" or "Releases").

WHEREAS, the Investor alleges that David Hall and/or Steven Hall, former Sales Representatives and Registered Representatives of Sun Life, solicited and caused the Investor to participate in the investment transaction described in the Interview Summary attached hereto as Exhibit A (the "Investment Transaction");

WHEREAS, the Investor alleges that Sun Life may be liable to the Investor, in whole or in part, for David Hall's and/or Steven Hall's actions in connection with the Investment Transaction;

WHEREAS, Sun Life believes that is has meritorious defenses and disputes the Investor's allegations and denies any and all liability to the Investor; and

WHEREAS, Sun Life and the Investor desire to compromise and settle all disputes between them in connection with, arising out of, or relating to the Investor's participation in the Investment Transaction;

NOW THEREFORE, in consideration of the covenants and agreements herein, the Investor and Sun Life, by execution of this Agreement, agree as follows:

1.Sun Life will pay the Settlement Amount, as follows: ,in one lump sum in the form of a check from Sun Life subject to your right (to be exercised prior to receipt of such lump sum payment) to request payment in the form of an immediate annuity, payable in monthly instalments, (either as: (I) a life annuity with a 10 year term certain or (II) a life annuity, in both cases on the life of the Investor).

2. The Investor hereby releases and forever discharges Releases, including their officers, directors, employees and stockholders, from any and all claims, known or unknown, relating to any investment related transaction involving David Hall or Steven Hall, including the Investment Transaction described herein, and from all demands, obligations, causes of action of any nature whatsoever, whether arising under the law of any state or federal. law and whether common law or statutory in origin, all of which are hereby expressly waived, released and discharged.

3. The Investor represents and warrants that David Hall and/or Steven Hall solicited

and caused the Investor to invest in the Investment Transaction (the

"Investment Amount") and has been paid back $0.00 of the amount invested.

4. The Investor represents and warrants: (a) that he or she has had an opportunity to

review and comment upon the Interview Summary attached as Exhibit A, and (b) that Exhibit A is true, accurate and complete in all material respects.

5. The Investor represents and warrants that no other person or entity has or had any interest in the claims, demands or obligations referred to in this Agreement and that the Investor has not sold, assigned, transferred, conveyed or otherwise disposed of any claims, demands or obligations referred to in this Agreement.

6. The Investor agrees that he/she will not file any claim or complaint, or institute or prosecute any lawsuit against Releases, including their officers, directors, employees or stockholders, directly or indirectly, whether as a first party plaintiff, third patty plaintiff or otherwise, which relates in any way to any investment-related transaction, including the Investment Transaction, involving the Investor and David Hall or Steven Hall or any of the other "Potential Defendants," as described in section 9 hereof. The Investor further agrees to take all necessary steps to voluntarily dismiss Releases, at Investor's sole expense, from any such claim, complaint or lawsuit, however captioned, should Releases or any of them be named therein by any party; and, in connection therewith, also agrees to indemnify and hold harmless Releases for all damages, losses, costs and expenses (including attorneys' fees) incurred by Releases in connection with any such claim, complaint or lawsuit. Investor and Releases expressly agree that a copy of this Agreement may be filed by either of them in connection with any such claim, complaint or lawsuit without such action being in violation of section 8 hereof, such that both parties hereto expressly agree that it is their mutual intention that payment of the Settlement Amount made hereunder to Investor shall conclusively be a complete and final resolution of all issues, directly or indirectly, between Investor and Releases.

7. The parties hereto agree and acknowledge that the negotiations leading to this settlement (including all statements, admissions and communications) by Releases, their attorneys and representatives shall not be considered admissions by Releases and that no past or present wrongdoing on the part of any party to this Agreement shall be implied by such settlement negotiations.

8. The parties hereto agree that any matters relating to this Agreement, or the execution thereof, the consideration paid therefor, or any statement made by

anyone during the course of negotiations leading to the settlement and compromise described herein are confidential and shall not be disclosed to anyone except as required by Court order or at the request of Releases or as otherwise requested in order to comply with a requirement of law. It is further agreed that the terms of this settlement and compromise, the provisions of this Agreement and the amount of consideration paid in connection with the Agreement shall not be disclosed by the Investor (other than as an attorney client privilege to his/her counsel) or by his or her counsel to any other person, newspaper, periodical, journal, magazine, publication, radio or television station without the consent of Releasees. The Investor recognizes and agrees that these

9. The Investor hereby assigns any and all claims now or hereafter available to the Investor against Steven Hall, David Hall, James Erskine, Paul Richard, Catherine Petit, Robert Paradis, HER, Inc., Capital Placement Services, or any other person or entity who Investor alleges may be involved in the Investment Transaction (collectively, the "Potential Defendants"), arising out of; resulting from, or in any way relating to, the subject matter of this Agreement or the Investment Transaction to Releases irrevocably, and agrees to cooperate in all reasonable ways to allow such assigned claims to be prosecuted at Releases' sole discretion, whether in the form of a claim, complaint or lawsuit, however captioned; including providing testimony and all available documentation in his/her possession, custody or control; provided however: the Investor shall retain the right at his/her sole discretion to file a claim, complaint or lawsuit against any or all of the Potential Defendants (expressly excluding from this retained right, any claims, complaints or lawsuits, however captioned, against the Releases or any of them, all of which are expressly waived, released and discharged by reason of this Agreement) for any damages claimed in excess of the Settlement Amount paid by Releases hereunder, subject to compliance with all other provisions of this Agreement, including section 6 hereof; upon notification to Releases of his/her intention to file any such claim, complaint or lawsuit. The Investor shall keep Releases apprised of the status of any such claim, complaint or lawsuit and agrees to permit Releases to audit papers relating thereto, subject to approval of the Investor's counsel, not to be unreasonably withheld. If the Investor obtains any damage award against any or all of the Potential Defendants, by judgment, settlement, or otherwise, the Investor shall then reimburse Releases to the extent that the total award received by the Investor exceeds the Investment Amount (adjusted for any amounts previously paid back other than pursuant to this Agreement), up to a maximum reimbursement equal to the Settlement Amount paid by Releases to the Investor pursuant to this agreement.

10. If the Investor has filed a lawsuit against Releases (or any of them), the Investor hereby agrees that, as a condition to payment of the settlement agreement, the Investor will take the necessary, customary steps to cause the lawsuit to be dismissed with prejudice as to all parties, including all persons released by this agreement and without costs.

11. By signing this Agreement, the Investor acknowledges that he or she: (a) has been afforded a reasonable opportunity to review this Agreement with his or her counsel, (b) has read and understands the Agreement, (c) is legally competent to execute this Agreement, and (d) has signed this Agreement freely and voluntarily.

12. In the event that any provision of this Agreement is invalidated by a court of competent jurisdiction, all remaining provisions of the Agreement shall continue in full force and effect.

13. This Agreement shall be governed by Maine law.

14. The Investor recognizes and agrees that this Agreement shall be binding upon the Investor's heirs, executors, administrators, successors, and assigns and upon the Releasees and their respective successors and assigns.

IN WITNESS WHEREOF, the parties execute this Agreement as of this ____ day of May, 1997.

By:

[Please Print Name of Investor]

SUN LIFE ASSURANCE COMPANY OF CANADA,

By:

For President

By:

For Secretary

STATE OF MAINE COUNTY OF

On this _____ day of , 1997, before me personally came___________________ to me to be known the individual described in and who executed the foregoing Agreement and acknowledged that they executed the same.

Notary Public

My Commission Expires: