AMENDMENT NO. 1 PARTICIPATION AGREEMENT Effective January 2, 2004

AMENDMENT NO. 1

PARTICIPATION AGREEMENT

Effective January 2, 2004

THE AGREEMENT (the "Agreement"), dated September 16, 2002 by and among Sun Life Assurance Company of Canada (U.S.), Xxxxxxxxxxx Variable Account Funds and OppenheimerFunds, Inc. is hereby amended as follows:

Schedules 1 and 2 are hereby deleted and replaced in their entirety by Schedules 1 and 2 attached hereto.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and on its behalf by its duly authorized as of the date specified above.

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

By: __________________________________

For the President

Name:

Title:

By: __________________________________

For the Secretary

Name: Xxxxxx X. Xxxx

Title: Assistant Vice President and Senior Counsel

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS

By: __________________________________

Name Xxxxx X. Xxxxxxx

Title: Assistant Secretary

OPPENHEIMERFUNDS, INC.

By: __________________________________

Name: Xxxxx X. Xxxxxxx

Title: Vice President

SCHEDULE 1

Separate Accounts Products

Sun Life of Canada (U.S.) Separate Account F Regatta Choice II

SLF Masters Choice

Regatta Masters Access

Regatta Masters Flex

Regatta Masters Extra

Sun Life of Canada (U.S.) Separate Account G Sun Life Large Case VUL

Sun Life of Canada (U.S.) Separate Account H Sun Life Large Case PPVUL

SCHEDULE 2

Portfolios of Xxxxxxxxxxx Variable Account Funds shown below do not include service class shares unless expressly indicated:

Xxxxxxxxxxx Capital Appreciation Fund/VA

Xxxxxxxxxxx Capital Appreciation Fund/VA - Service class shares

Xxxxxxxxxxx Global Securities Fund/VA

Xxxxxxxxxxx Global Securities Fund/VA - Service class shares

Xxxxxxxxxxx Main Street Small Cap Fund/VA

Xxxxxxxxxxx Main Street Small Cap Fund/VA - Service class shares

Xxxxxxxxxxx Main Street Fund/VA - Service class shares