Amendment to Schedules 1, 2 and 3 of the Participation Agreement
among
Delaware Group Premium Fund, Inc.
Delaware Distributors, Inc.
Allmerica Financial Life Insurance and Annuity Company
And
First Allmerica Financial Life Insurance Company
WHEREAS, Delaware Group Premium Fund, Inc., Delaware Distributors, Inc.,
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
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 __, 1998.
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 DISTRIBUTORS, L.P.
DELAWARE GROUP PREMIUM FUND, INC. By: DELAWARE DISTRIBUTORS, INC.
(General Partner)
By: ________________________ By: ________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer
Date: ________________________ Date: ________________________
ALLMERICA FINANCIAL LIFE INSURANCE FIRST ALLMERICA FINANCIAL LIFE
AND ANNUITY COMPANY INSURANCE COMPANY
By: ________________________ By: ________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: Vice President
Date: ________________________ Date: ________________________
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 __, 1998
Name of Account Date Established
--------------- ----------------
Separate Account VA-K November 1, 1990
Of AFLIAC
Separate Account VEL June 3, 1987
Of AFLIAC
Separate Account VEL II January 21, 1993
Of AFLIAC
Separate Account VEL III June 13, 1996
Of AFLIAC
Separate Account Inheiritage 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 Separate Account May 1, 1995
Of AFLIAC
Separate Account VA-K August 20, 1991
Of FAFLIC
Separate Account VEL II August 20, 1991
Of FAFLIC
Separate Account VEL III June 13, 1996
Of FAFLIC
Separate Account Inheiritage August 20, 1991
Of FAFLIC
Fulcrum Separate Account June 13, 1996
Of FAFLIC
Group VEL Separate Account November 13, 1996
Of FAFLIC
SCHEDULE 2
Variable Annuity Contracts
And Variable Life Insurance Policies
Supported by Separate Accounts
Listed on Schedule 1
As of October __, 1998
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, Inc.
Individual ExecAnnuity Plus 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, Inc.
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, Inc.
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, Inc.
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, Inc.
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, Inc.
Individual Fulcrum Variable Annuity Contracts funded by sub-accounts of the
Fulcrum Separate Account and investing in shares of Delaware Group Premium
Fund, Inc.
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, Inc.
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, Inc.
Individual ExecAnnuity Plus 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, Inc.
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, Inc.
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, Inc.
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, Inc.
Individual Fulcrum Variable Annuity Contracts funded by sub-accounts of the
Fulcrum Separate Account and investing in shares of Delaware Group Premium
Fund, Inc.
SCHEDULE 3
Variable Contracts
Excluded from Section 1.8
As of October __, 1998
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 "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 "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"
First Allmerica Financial Life Insurance Company
------------------------------------------------
Individual Variable Annuity Contracts Marketed under the name "ExecAnnuity
Plus"
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 "Estate
Optimizer"
Individual Variable Life Insurance Policies Marketed under the name
"Inheiritage"
Group Variable Life Insurance Policies Marketed under the name "Group VEL"