One Post Office Square Boston, Massachusetts 02109 617 292-1000

One Post Office Square

Boston, Massachusetts 02109

617 292-1000

XXXXXX INVESTMENTS

April 14, 1996

Paragon Life Insurance Company

000 Xxxxx Xxxxxxxxx

St. Louis, MO. 63125

Xxxxxx Capital Manager Trust

Dear Sirs:

We refer to the Participation Agreement (the “Agreement”), dated as of October 30, 1995, among Xxxxxx Capital Manager Trust (“PCM”), Xxxxxx Mutual Funds Corp. (“PMF”) and Paragon Life Insurance Company (“Paragon”). PCM, PMF and Paragon hereby agree to delete Section 1.10 of the Agreement.

Very truly yours,

XXXXXX CAPITAL MANAGER TRUST						XXXXXX MUTUAL FUNDS CORP.
By:						By:
		Name:						Name:
		Title:						Title:

Xxxxxx and accepted as of

the date hereof

PARAGON LIFE INSURANCE COMPANY
By:		Xxxx X. Xxxxxxxx, President
		Name:
		Title: