<PAGE>
Amendment to the Participation Agreement
among
Delaware Group Premium Fund
Delaware Distributors, L.P.
Allmerica Financial Life Insurance and Annuity Company
And
First Allmerica Financial Life Insurance Company
WHEREAS, Delaware Group Premium Fund, Delaware Distributors, L.P., Allmerica
Financial Life Insurance and Annuity Company (formerly SMA Life Assurance
Company) and First Allmerica Financial Life Insurance Company (formerly State
Mutual Life Assurance Company of America) entered into a Participation Agreement
on December 23, 1991 ("Participation Agreement"); and
WHEREAS, the Participation Agreement provides for the amendment of Schedules 1,
2 and 3 thereto by mutual written consent of the parties from time to time in
accordance with the provisions of Article XI thereof, and the parties now wish
to amend and restate in their entirety Schedules 1, 2 and 3; and
WHEREAS, the parties wish to amend and
NOW, THEREFORE, the parties do hereby agree:
1. To replace Schedules 1, 2 and 3 of the Participation Agreement and any
amendments thereto with the attached Schedules 1, 2 and 3 dated October 1,
2000.
2. All terms and conditions of the Participation Agreement and Schedules
thereto shall continue in full force and effect except as modified hereby.
In witness whereof, each of the parties has caused this agreement to be executed
in its name and on its behalf by its duly authorized representatives as of the
date specified below.
DELAWARE GROUP PREMIUM FUND By: DELAWARE DISTRIBUTORS, L.P.
(General Partner)
By: ________________________ By: ________________________
Name: Name:
Title: Title:
Date: ________________________ Date: ________________________
ALLMERICA FINANCIAL LIFE INSURANCE FIRST ALLMERICA FINANCIAL LIFE
AND ANNUITY COMPANY INSURANCE COMPANY
By: ________________________ By: ________________________
Name: Richard M. Reilly Name: Richard M. REILLY
Title: President Title: Vice President
Date: ________________________ Date: ________________________
<PAGE>
SCHEDULE 1
SEPARATE ACCOUNTS OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
COMPANY ("AFLIAC") AND FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
("FAFLIC") INVESTING IN THE FUND
As of October 1, 2000
<TABLE>
<CAPTION>
NAME OF ACCOUNT DATE ESTABLISHED
--------------- ----------------
<S> <C>
Separate Account VA-K November 1, 1990
of AFLIAC
Separate Account VA-P October 27, 1994
of AFLIAC
The VEL Account June 3, 1987
of AFLIAC
The VEL II Account January 21, 1993
of AFLIAC
VEL Account III June 13, 1996
of AFLIAC
Inheiritage Account September 15, 1993
of AFLIAC
Fulcrum Separate Account June 13, 1996
of AFLIAC
Fulcrum Variable Life Separate Account June 13, 1996
of AFLIAC
Group VEL Account May 1, 1995
of AFLIAC
Separate Account SPL-D June 13, 1996
of AFLIAC
Separate Account IMO June 13, 1996
of AFLIAC
Separate Account VA-K August 20, 1991
of FAFLIC
Separate Account VA-P August 20, 1991
of FAFLIC
VEL II Account August 20, 1991
of FAFLIC
Inheiritage Account August 20, 1991
of FAFLIC
Fulcrum Separate Account June 13, 1996
of FAFLIC
Group VEL Account November 13, 1996
of FAFLIC
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Separate Account SPVL June 13, 1996
of FAFLIC
</TABLE>
<PAGE>
SCHEDULE 2
Variable Annuity Contracts
And Variable Life Insurance Policies
Supported by Separate Accounts
Listed on Schedule 1
As of October 1, 2000
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
Individual Delaware Medallion Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual Delaware Golden Medallion Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual ExecAnnuity Plus Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-K and investing in shares of Delaware Group Premium
Fund
Individual Allmerica Advantage Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual Allmerica Immediate Advantage Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of the
International Equity Series of Delaware Group Premium Fund
Individual Allmerica Ultimate Advantage Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual Allmerica Accumulator Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual Allmerica Value Generation Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual Fund Quest Annuity Contracts funded by sub-accounts of Separate
Account VA-K and investing in shares of Delaware Group Premium Fund
Individual Pioneer Vision & Pioneer Vision 2 Variable Annuity Contracts
funded by sub-accounts of Separate Account VA-P and investing in shares of
Delaware Group Premium Fund
Individual Pioneer C-Vision Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-P and investing in shares of Delaware Group Premium
Fund
Individual Pioneer No-Load Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-P and investing in shares of Delaware Group Premium
Fund
Individual Pioneer Xtra Vision Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-P and investing in shares of Delaware
Group Premium Fund
Individual VEL Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL and investing in shares of the International Equity
Series of Delaware Group Premium Fund
Individual VEL II Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL II and investing in shares of the International Equity
Series of Delaware Group Premium Fund
Individual VEL III Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL III and investing in shares of the International Equity
Series of Delaware Group Premium Fund
<PAGE>
Individual Inheiritage Variable Life Insurance Policies funded by
sub-accounts of Separate Account Inheiritage and investing in shares of the
International Equity Series of Delaware Group Premium Fund
Individual Fulcrum Variable Annuity Contracts funded by sub-accounts of
Fulcrum Separate Account and investing in shares of Delaware Group Premium
Fund
Individual Fulcrum Variable Life Insurance Policies funded by sub-accounts of
Fulcrum Variable Life Separate Account and investing in shares of Delaware
Group Premium Fund
Group Variable Life Insurance Policies funded by sub-accounts of Group VEL
Account and investing in shares of Delaware Group Premium Fund
Individual Variable Life Policies funded by sub-accounts of Separate Account
SPL-D and investing in shares of Delaware Group Premium Fund
Individual Variable Life Policies funded by sub-accounts of Separate Account
IMO and investing in shares of the International Equity Series of Delaware
Group Premium Fund
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Individual Delaware Medallion Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual ExecAnnuity Plus Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-K and investing in shares of Delaware Group Premium
Fund
Individual Allmerica Advantage Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual Allmerica Accumulator Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware
Group Premium Fund
Individual Pioneer Vision & Pioneer Vision 2 Variable Annuity Contracts
funded by sub-accounts of Separate Account VA-P and investing in shares of
Delaware Group Premium Fund
Individual Pioneer C-Vision Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-P and investing in shares of Delaware Group Premium
Fund
Individual VEL II Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL II and investing in shares of the International Equity
Series of Delaware Group Premium Fund
Individual VEL III Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL III and investing in shares of the International Equity
Series of Delaware Group Premium Fund
Individual Inheiritage Variable Life Insurance Policies funded by
sub-accounts of Separate Account Inheiritage and investing in shares of the
International Equity Series of Delaware Group Premium Fund
Individual Fulcrum Variable Annuity Contracts funded by sub-accounts of
Fulcrum Separate Account and investing in shares of Delaware Group Premium
Fund
<PAGE>
SCHEDULE 3
Variable Contracts
Excluded from Section 1.8
As of October 1, 2000
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
Individual Variable Annuity Contracts Marketed under the name "ExecAnnuity
Plus"
Individual Variable Annuity Contracts Marketed under the name "Allmerica
Advantage"
Individual Variable Annuity Contracts Marketed under the name "Allmerica
Immediate Advantage"
Individual Variable Annuity Contracts Marketed under the name " Allmerica
Ultimate Advantage "
Individual Variable Annuity Contracts Marketed under the name "Annuity Scout"
Individual Variable Annuity Contracts Marketed under the name " Fund Quest"
Individual Variable Annuity Contracts Marketed under the name "Allmerica
Accumulator"
Individual Variable Annuity Contracts Marketed under the name "Pioneer Vision
& Pioneer Vision 2"
Individual Variable Annuity Contracts Marketed under the name "Pioneer
C-Vision"
Individual Variable Annuity Contracts Marketed under the name "Pioneer Xtra
Vision"
Individual Variable Annuity Contracts Marketed under the name "Pioneer
No-Load"
Individual Variable Annuity Contracts Marketed under the name "Fulcrum"
Individual Variable Life Insurance Policies Marketed under the name "VEL"
Individual Variable Life Insurance Policies Marketed under the name "VEL Plus"
Individual Variable Life Insurance Policies Marketed under the name "VEL II"
Individual Variable Life Insurance Policies Marketed under the name
"Allmerica Estate Optimizer"
Individual Variable Life Insurance Policies Marketed under the name
"Inheiritage"
Individual Variable Life Insurance Policies Marketed under the name "Fulcrum
Variable Life (SPVUL)"
Group Variable Life Insurance Policies Marketed under the name "Group VEL"
Individual Variable Life Insurance Policies Marketed under the name "VUL 2001"
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Individual Variable Annuity Contracts Marketed under the name "ExecAnnuity
Plus"
Individual Variable Annuity Contracts Marketed under the name "Allmerica
Advantage"
Individual Variable Annuity Contracts Marketed under the name "Allmerica
Accumulator"
Individual Variable Annuity Contracts Marketed under the name "Pioneer Vision
& Pioneer Vision 2"
<PAGE>
Individual Variable Annuity Contracts Marketed under the name "Pioneer
C-Vision"
Individual Variable Annuity Contracts Marketed under the name "Fulcrum"
Individual Variable Life Insurance Policies Marketed under the name "VEL II"
Individual Variable Life Insurance Policies Marketed under the name
"Allmerica Estate Optimizer"
Individual Variable Life Insurance Policies Marketed under the name
"Inheiritage"
Group Variable Life Insurance Policies Marketed under the name "Group VEL"
