Common use of RIGHTS RESERVED BY THE COMPANY Clause in Contracts

RIGHTS RESERVED BY THE COMPANY. The Company reserves the right, to the extent permitted by law, to: (1) deregister the Variable Account under the Investment Company Act of 1940; (2) combine any two or more Variable Accounts; (3) operate the Variable Account as a management investment company or in any other form permitted by law; (4) substitute shares of a Fund for shares of another investment company if shares of such Fund are not available, or if, in the Company's judgment, further investment in such Fund's shares is no longer appropriate; (5) add or delete Funds, or series or sub-series thereof, and corresponding Sub-Accounts; (6) add or remove Guarantee Periods available at any time for election by a Participant; and (7) restrict or eliminate any of the voting rights of Participants (or Owners) or other persons who have voting rights as to the Variable Account. Sun Life Assurance Company of Canada (U.S.) A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada Executive Office: Home Office: Annuity Service Mailing Address: [One Sun Life Executive Park [Wilmington, Delaware] Sun Life of Canada (U.S.) Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx 00000] Retirement Products and Services P.O. Box [ # ] Wellesley Hills, Massachusetts [ Zip Code ] Certificate for Flexible Payment Deferred Combination Variable and Fixed Group Annuity Contract Nonparticipating ALL PAYMENTS AND VALUES PROVIDED BY THIS CERTIFICATE WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN UPWARD AND DOWNWARD ADJUSTMENTS IN AMOUNTS PAYABLE TO A PARTICIPANT, INCLUDING WITHDRAWALS, TRANSFERS AND AMOUNTS APPLIED TO PURCHASE AN ANNUITY. PAYMENTS MADE FROM GUARANTEE AMOUNTS THAT ARE WITHIN 30 DAYS PRIOR TO THE END OF A GUARANTEE PERIOD OR THE WITHDRAWAL OF INTEREST CREDITED TO GUARANTEE AMOUNTS DURING THE CURRENT ACCOUNT YEAR ARE NOT SUBJECT TO THE MARKET VALUE ADJUSTMENT. SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) U.S Headquarters Office: P.O. Box [ ] Xxxxxxxxx Xxxxx, XX 00000 Combination Variable and Fixed Group Annuity Contract

RIGHTS RESERVED BY THE COMPANY. The Company reserves the right, to the extent permitted by law, to: (1) deregister the Variable Account under the Investment Company Act of 1940; (2) combine any two or more Variable Accounts; (3) operate the Variable Account as a management investment company or in any other form permitted by law; (4) substitute shares of a Fund for shares of another investment company if shares of such Fund are not available, or if, in the Company's judgment, further investment in such Fund's shares is no longer appropriate; (5) add or delete Funds, or series or sub-series thereof, and corresponding Sub-Accounts; (6) add or remove Guarantee Periods available at any time for election by a Participant; and (7) restrict or eliminate any of the voting rights of Participants (or Owners) or other persons who have voting rights as to the Variable Account. Sun Life Assurance Company of Canada (U.S.) A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada Executive Office: Home Office: Annuity Service Mailing Address: [One Sun Life Executive Park [Wilmington, DelawareDE] Sun Life of Canada (U.S.) Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx XX 00000] Retirement Products and Services P.O. Box [ # [#] Wellesley Hills, Massachusetts [ MA [Zip Code Code] Certificate for Flexible Payment Deferred Combination Variable and Fixed Group Annuity Contract Nonparticipating ALL PAYMENTS AND VALUES PROVIDED BY THIS CERTIFICATE WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN UPWARD AND DOWNWARD ADJUSTMENTS IN AMOUNTS PAYABLE TO A PARTICIPANT, INCLUDING WITHDRAWALS, TRANSFERS AND AMOUNTS APPLIED TO PURCHASE AN ANNUITY. PAYMENTS MADE FROM GUARANTEE AMOUNTS THAT ARE WITHIN 30 DAYS PRIOR TO THE END OF A GUARANTEE PERIOD OR THE WITHDRAWAL OF INTEREST CREDITED TO GUARANTEE AMOUNTS DURING THE CURRENT ACCOUNT YEAR ARE NOT SUBJECT TO THE MARKET VALUE ADJUSTMENT. SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) U.S Headquarters Office: P.O. Box [ ] Xxxxxxxxx Xxxxx, XX 00000 Combination Variable and Fixed Group Annuity Contract

RIGHTS RESERVED BY THE COMPANY. The Company reserves the right, to the extent permitted by law, to: (1) deregister the Variable Account under the Investment Company Act of 1940; (2) combine any two or more Variable Accounts; (3) operate the Variable Account as a management investment company or in any other form permitted by law; (4) substitute shares of a Fund for shares of another investment company if shares of such Fund are not available, or if, in the Company's judgment, further investment in such Fund's shares is no longer appropriate; (5) add or delete Funds, or series or sub-series thereof, and corresponding Sub-Accounts; (6) add or remove Guarantee Periods available at any time for election by a Participant; and (7) restrict or eliminate any of the voting rights of Participants (or Owners) or other persons who have voting rights as to the Variable Account. Sun Life Assurance Company of Canada (U.S.) A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada Executive Office: Home Office: Annuity Service Mailing Address: [One Sun Life Executive Park [Wilmington, DelawareDE] Sun Life of Canada (U.S.) Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx XX 00000] Retirement Products and Services P.O. Box [ # ] Wellesley Hills, Massachusetts MA [ Zip Code ] Certificate for Flexible Payment Deferred Combination Variable and Fixed Group Annuity Contract Nonparticipating ALL PAYMENTS AND VALUES PROVIDED BY THIS CERTIFICATE WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN UPWARD AND DOWNWARD ADJUSTMENTS IN AMOUNTS PAYABLE TO A PARTICIPANT, INCLUDING WITHDRAWALS, TRANSFERS AND AMOUNTS APPLIED TO PURCHASE AN ANNUITY. PAYMENTS MADE FROM GUARANTEE AMOUNTS THAT ARE WITHIN 30 DAYS PRIOR TO THE END OF A GUARANTEE PERIOD OR THE WITHDRAWAL OF INTEREST CREDITED TO GUARANTEE AMOUNTS DURING THE CURRENT ACCOUNT YEAR ARE NOT SUBJECT TO THE MARKET VALUE ADJUSTMENT. SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) U.S Headquarters Office: P.O. Box [ ] Xxxxxxxxx Xxxxx, XX 00000 Combination Variable and Fixed Group Annuity Contract