Amendment to Participation Agreement Allmerica Financial Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation, hereby amend their Participation Agreement, dated May 1, 1991 and as subsequently amended, by replacing section 2.5 in its entirety with the following: 2.5. (a) With respect to Initial Class shares, the Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make such payments in the future. The Fund has adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for distribution expenses. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. (b) With respect to Service Class shares and Service Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it makes payments to finance distribution expenses. The Fund represents and warrants that it has a board of trustees, a majority of whom are not interested persons of the Fund, which has formulated and approved each of its Rule 12b-1 Plans to finance distribution expenses of the Fund and that any changes to the Fund's Rule 12b-1 Plans will be approved by a similarly constituted board of trustees. IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of March 29, 2000. ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY VARIABLE INSURANCE PRODUCTS FUND By: /s/ Richard M Reilly By: /s/ Robert C. Pozen Name: Richard M Reilly Name: Robert C. Pozen Title: President Title: Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kevin J. Kelly Name: Kevin J. Kelly Title: Vice President Amendment to the Participation Agreement among Variable Insurance Products Fund Fidelity Distributors Corporation and Allmerica Financial Life Insurance and Annuity Company WHEREAS, Allmerica Financial Life Insurance and Annuity Company (formerly known as SMA Life Assurance Company), Variable Insurance Products Fund, and Fidelity Distributors Corporation entered into a Participation Agreement on May 1, 1991 ("Participation Agreement"); and WHEREAS, the parties desire to amend the Participation Agreement and restate in its entirety Schedule A/B by mutual written consent; NOW, THEREFORE, the parties do hereby agree: 1. "SMA Life Assurance Company" is hereby replaced with "Allmerica Financial Life Insurance and Annuity Company." 2. To replace Schedule A/B to the Participation Agreement and any amendments thereto with the attached Schedule A/B dated November 13, 1998. All terms and conditions of the Participation Agreement and Schedule 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 representative as of the date specified below. ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Richard M. Reilly Name: Richard M. Reilly Title: President Date: May 1, 1999 VARIABLE INSURANCE PRODUCTS FUND FIDELITY DISTRIBUTORS CORPORATION By: /s/ Robert C. Pozen By: /s/ Kevin J. Kelly Name: Robert C. Pozen Name: Kevin J. Kelly Title: Senior Vice President Title: Vice President Date: 3/9/99 Date 3/4/99 ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY Amended Schedules A and B to Participation Agreement Dated May 1, 1991 (Products funded by Portfolios of Variable Insurance Products Fund as of 1/1/99) SEPARATE ACCOUNT* PRODUCT NAME REGISTRATION EFFECTIVE DATE - ----------------- ------------ ------------ -------------- VEL VEL >87 33-14672 10/14/87 (Variable Life) Policy Form 1018-87 811-5183 VEL >91 33-90320 5/1/95 Policy Form 1018-91 811-5183 VEL PLUS 33-42687 11/8/91 Policy Forms 1023-91; 811-5183 1023-93 VEL II VEL >93 33-57792 6/10/93 (Variable Life) Policy Form 1018-93 811-7466 VEL III Allmerica Estate Optimizer 333-58385 11/2/98 (Variable Life) Policy Form 1030-96 811-8857 Select III Allmerica Select SPL 333-58551 11/2/98 (Variable Life) Policy Form 1030-96 811-8859 Inheiritage Inheiritage 33-70948 (Variable Life) Policy Form 1026-94 811-8120 3/15/94 Allmerica Select Select Life 33-83604 8/31/94 Separate Account II Policy Form 1027-95 811-8746 (Variable Life) Group VEL Group VEL 33-82658 5/1/95 (Variable Life) Policy Form 1029-94 811-8704 VA-K ExecAnnuity 33-39702 8/21/91 (Annuity) ExecAnnuity Plus 811-6293 Advantage Policy Forms 3018-91; 3021-93;3025-96; 8025-96 Allmerica Select Select Resource I 33-47216 8/10/92 (Annuity) Select Resource II 811-6632 Policy Forms A3020-92; A3020-95; 3025-96; 8025-96; Select Charter 333-63093 Policy Form 811-6632 A3027-98 *The Separate Accounts were authorized by vote of the Board of Directors on the following dates: VEL - April 2, 1987; VEL II - January 21, 1993; VEL III and Select III - June 13, 1996; Inheiritage - September 15, 1993; Allmerica Select Separate Account II - October 12, 1993; Group VEL - November 22, 1993; VA-K - November 1, 1990; Allmerica Select - March 5, 1992.