AMENDMENT NO. 9 PARTICIPATION AGREEMENT

AMENDMENT NO. 9

PARTICIPATION AGREEMENT

     The Participation Agreement (the “Agreement”), dated July 27, 1998, by and among, AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware corporation, First Allmerica Financial Life Insurance Company, a Delaware life insurance company, and Allmerica Investments, Inc., is hereby amended as follows:

     WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds); and

     WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. Effective April 30, 2010, Invesco Aim Distributors, Inc. was renamed Invesco Distributors, Inc.

     The Parties hereby agree to amend the agreement as follows:

     1. All references to AIM Variable Insurance Funds will hereby be deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds); and

     2. All references to A I M Distributors, Inc. and Invesco Aim Distributors, Inc. will hereby be deleted and replaced with Invesco Distributors, Inc.; and

     3. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

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All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: April 30, 2010

				AIM VARIABLE INSURANCE FUNDS
				(INVESCO VARIABLE INSURANCE FUNDS)
Attest:	/s/ Xxxxx Xxxxxxxx			By:	/s/ Xxxx X. Xxxx
	Name:	Xxxxx Xxxxxxxx			Name:	Xxxx X. Xxxx
	Title:	Assistant Secretary			Title:	Senior Vice President
				INVESCO DISTRIBUTORS, INC.
Attest:	/s/ Xxxxx Xxxxxxxx			By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxxx Xxxxxxxx			Name:	Xxxx X. Xxxxxx
	Title:	Assistant Secretary			Title:	President
				FIRST ALLMERICA FINANCIAL LIFE
				INSURANCE COMPANY
Attest:				By:	/s/ Xxxxxxx Xxxxxxx
	Name:				Name:	Xxxxxxx Xxxxxxx
	Title:				Title:	President and Chief Executive Officer

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