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.