Automatic Reinsurance Agreement

between

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Worcester, Massachusetts

(hereinafter called the CEDING COMPANY)

and

AXA RE LIFE INSURANCE COMPANY
New York, New York

(hereinafter called the REINSURER)

Effective January 1, 1999

This Agreement will be referred to as Agreement all99001

CONTENTS

ARTICLES

I. Automatic Coverage
II. Facultative Underwriting
III. Yearly Renewable Term Premium
IV. Administration
V. Increasing Amounts at Risk
VI. Errors and Omissions
VII. Expense of Original Policy
VIII. Recapture Privileges
IX. Terminations and Reductions
X. Reinstatement, Continuations, Extended Term and Reduced
Paid-Up Insurance
XI. Liability
XII. Claims
XIII. Negotiation
XIV. Arbitration
XV. Insolvency
XVI. Right to Inspect
XVII. Duration of Agreement
XVIII. Miscellaneous
XIX. DAC Tax Article
XX. Reinsurance Credit
XXI. Execution of Agreement

SCHEDULES

A. Plan of Reinsurance
B. Specifications
C. Underwriting Classes
D. Record Description
E. Investment Funds

EXHIBITS

I. Reinsurance Premiums
A. Standard Reinsurance Premium Rates
B. Substandard Reinsurance Premium Rates
C. Frasierized Formula
D. 1975-80 Basic Select and Ultimate Mortality Table

The CEDING COMPANY shall cede reinsurance to the REINSURER in accordance with
the terms of this Agreement.

ARTICLE I

AUTOMATIC COVERAGE

A. All Provisions of this Agreement are subject to the laws of the State of
New York.

B. Reinsurance hereunder will be ceded automatically by the CEDING COMPANY on
a quota-share basis. The REINSURER's percentage of participation in each
risk ceded will be shown in Schedule A.

C. For each risk on which reinsurance is ceded under this agreement, the
CEDING COMPANY will retain 25% of the Mortality Net Amount at Risk (MNAR)
up to maximum levels as shown in Schedule B and supported by Investment
funds listed in Schedule E and its Amendments, that were reviewed by the
REINSURER prior to their issuance.

D. The CEDING COMPANY will cede and the REINSURER will automatically accept
reinsurance, if all of the following conditions are met for each life:

1. The policies ceded are Single Premium Variable Universal Life
(SPVUL) as described in Schedule B and supported by the
Investment funds listed in Schedule E and its Amendments, that
were received by the REINSURER prior to their issuance.

2. The amount does not exceed the automatic binding limits shown in
Schedule A.

3. The sum of the amount of insurance already in force and applied
for on that life, in all companies, does not exceed the Jumbo
Limit as shown in Schedule A.

4. The CEDING COMPANY has not made facultative application for
reinsurance of the current risk to the REINSURER or any other
reinsurer.

5. The risk is conventionally underwritten by the CEDING COMPANY
according to standard underwriting practices and guidelines. (see
Schedule C)

6. The individual risk must be a citizen or a permanent resident of
the United States or Canada.

7. The mortality rating on each individual risk must not exceed
Table 16, Table P, 500% or its equivalent on a flat extra premium
basis ($20 flat extra) for single life policies. For second to
die policies, the mortality rating cannot exceed the following:

1st LIFE 2nd LIFE
-------- --------

std Table F
Table D Table D

ARTICLE II

FACULTATIVE UNDERWRITING

A. The CEDING COMPANY may submit all risks that are excluded from automatic
coverage for facultative underwriting to the REINSURER. Applications will
be submitted by the CEDING COMPANY for all plans of insurance as shown in
Schedule B.

B. Notification. The CEDING COMPANY will send to the REINSURER all information
it has about the risk, including specifically but not limited to, copies of
the application, medical examiners' reports, attending physicians'
statements, inspection reports and other papers bearing on the insurability
of the risk. Upon receipt of all information, the REINSURER will analyze
the risk for facultative reinsurance and notify the CEDING COMPANY of its
classification of the risk. The CEDING COMPANY will issue the policy at the
CEDING COMPANY's substandard premium that is appropriate for the
classification determined by the REINSURER.

C. Sections A and B notwithstanding, the CEDING COMPANY retains the right to
submit a risk for facultative coverage outside of this agreement. Any risk
for which facultative reinsurance coverage is sought outside of this
agreement, shall be ineligible for automatic reinsurance coverage under
this agreement.

D. The REINSURER will accept is share of the risk as shown in Schedule A, at
the rating issued by the CEDING COMPANY based on B above. The premiums are
described in Exhibit I.

E. Adjustments. If any change is made in the policy that affects the
reinsurance, such as changes in face amount or form of policy, the CEDING
COMPANY will report such change to the REINSURER.

F. Reporting. The CEDING COMPANY will prepare monthly statements as detailed
in Article IV.

ARTICLE III

YEARLY RENEWABLE TERM PREMIUM

A. Plans of insurance listed in Schedule B will be reinsured on the yearly
renewable term basis for the mortality net amount at risk (Contractual
Death Benefit - Account Value), on that portion of the policy which is
reinsured with the REINSURER.

B. The reinsurance premium is a bounded monthly YRT rate that varies by
underwriting class and tobacco usage and is equal to 1/12th of a percentage
of the X.X. 0000-00 XXX Select & Ultimate Mortality table. This table is
shown in Exhibit 1D and are shown separately for males, females and unisex
rates. The resulting reinsurance premiums are subject to asset-based
minimum and maximum premium rate levels which are applied by the
underwriting class/tobacco use grouping.

C. The annualized minimum and maximum reinsurance premium rates are shown in
Exhibit I and are expressed in terms of basis points and shall be applied
on a monthly basis by utilizing 1/12th of the annualized rates.

D. The minimum and maximum asset-based premium rates shall be applied to the
quota share percentage times the average aggregate account value over the
reporting period.

E. The total reinsurance premium for all four underwriting / tobacco use
classes in the first month that the treaty is in effect shall at least
equal $250. Each consecutive month thereafter, the minimum total premium
shall increase by increments of at least $125. The total reinsurance
premium for the nineteenth month of the treaty and afterwards for all
classes shall be at least equal to $2500.

F. The REINSURER shall not reimburse the CEDING COMPANY for state premium
taxes the latter may be required to pay on reinsurance ceded.

G. For technical reasons, the life reinsurance rates cannot be guaranteed for
more than two years. However, the REINSURER anticipates continuing to
accept premiums on the basis of the rates as described in Exhibit I for
reinsurance ceded. If the REINSURER deems it necessary to increase rates,
such increased rates cannot be higher than the valuation net premiums for
yearly renewable term insurance calculated using the minimum statutory
mortality rates and maximum statutory interest rate for each year of issue.
The REINSURER will give the CEDING COMPANY 90 days written notice of
increase in premium rates.

ARTICLE IV

ADMINISTRATION

A. Seriatim Reporting

The CEDING COMPANY will provide the REINSURER with an electronic seriatim
listing of all insured contracts inforce as of month-end and all
contracts terminated within the month separate by surrender,
annuitization, and death (including cause). See attached Schedule D for
Defined Record Definition.

B. Summary Reporting

Within forty-five (45) days following the end of each month, the CEDING
COMPANY will send the REINSURER a statement showing the premiums due for
all new cessions processed during the month just ended and for the
renewing cessions with anniversaries in that month. The monthly
statements shall contain the following information:

a. Premium subtotals adequate for the REINSURER to use for its
premium accounting, separated by Underwriting Class.

b. Death benefits reported.

c. Account values by sub-account by Underwriting Class and totals.

d. Totals for in-force, new business, changes and each type of
termination, as of the end of the month. "Totals" refer to the
number of policies reinsured and the net amount at risk
reinsured.

Any premium adjustments due to terminations, reinstatements, reissues or
other changes will also be listed. The CEDING COMPANY will remit within
thirty (30) days the net amount shown as due the REINSURER. All premiums
not paid within thirty (30) days of the billing statement date will be in
default.

C. Other

1. The REINSURER reserves the right to charge interest on a monthly basis
at the prime rate as of December 31st of the prior year offered by the
Chase Manhattan Bank Corporation when:

a. Renewal premiums are not paid within sixty (60) days of the due date
shown on the statement.

b. Premiums for new business are not paid within one hundred eighty (180)
days of the effective date of the policy.

2. The REINSURER will have the right to terminate this Agreement when
premium payments are in default by giving ninety (90) days written notice
of termination to the CEDING COMPANY. As of the close of the last day of
this ninety (90) days notice period, the REINSURER's liability for all
risks reinsured associated with the defaulted premiums, under this
agreement will terminate. The first day of the ninety (90) days notice of
termination will be the day the notice is received in the mail by the
CEDING COMPANY or if the mail is not used, the day it is delivered to the
CEDING COMPANY.

If all premiums in default are received within the ninety (90) day time
period, the Agreement will remain in effect.

3. Premiums will be payable monthly in advance. If the reinsurance is
reduced, terminated or increased by reinstatement during the year,
pro-rata adjustment will be made by the CEDING COMPANY and the REINSURER
on all premiums items.

4. Payments between the CEDING COMPANY and the REINSURER may be paid net
of any amount due and unpaid under this reinsurance agreement.

ARTICLE V

INCREASING AMOUNTS AT RISK

Reinsurance accepted under this Agreement will include increases in amounts at
risk due to normal function of increases or expanding plans or riders. Such
increases will be split proportionately among the CEDING COMPANY and the
REINSURER based on the portion of the policy held by each company immediately
prior to the increase.

ARTICLE VI

ERRORS AND OMISSIONS

If either the CEDING COMPANY or the REINSURER fails to perform an obligation
that affects this Agreement and such failure results in an error on the part of
the CEDING COMPANY or the REINSURER, the error will be corrected by restoring
both the CEDING COMPANY and the REINSURER to the positions they would have
occupied had no such error occurred.

ARTICLE VII

EXPENSE OF ORIGINAL POLICY

The CEDING COMPANY will bear the expense of all medical examinations, inspection
fees and other charges incurred in connection with the original policy.

ARTICLE VIII

RECAPTURE PRIVILEGES

The CEDING COMPANY may recapture existing reinsurance in force up to its then
published retention in accordance with the following rules:

1. The CEDING COMPANY will notify the REINSURER of its intent to
recapture at least thirty (30) days prior to any recaptures.

2. No recapture will be made unless reinsurance has been in force ten
(10) years.

3. No recapture will be made unless the carry-forward, defined as the sum
of premiums minus claims (since inception of the agreement), is not in
a negative position.

4. Upon election, recapture shall occur ratably over a 36-month period
(i.e. the quota share percentage reduces 2.78% each month).

5. If there is reinsurance in other companies on risks eligible for
recapture, the necessary reduction is to be applied to each company in
proportion to the total outstanding reinsurance.

ARTICLE IX

TERMINATIONS AND REDUCTIONS

A. Termination or reductions will take place in accordance with the following
rules, in order of priority:

1. The CEDING COMPANY must keep its retention on the life.

2. Termination or reduction of a wholly reinsured policy will not
affect other insurance in force.

3. A termination or reduction on a wholly retained case will not
cause an equal reduction in existing automatic reinsurance.

4. If there is more than one automatically reinsured policy with the
same issue date, then a reduction will be made to partially
reinsured case(s) first.

5. If the policies are reinsured with multiple reinsurers, the
reinsurance will be reduced by the ratio of the amount of
reinsurance in each company to the total outstanding reinsurance
on the risk involved.

ARTICLE X

REINSTATEMENT, CONTINUATIONS, EXTENDED TERM AND REDUCED PAID-UP INSURANCE

A. Any policy originally reinsured in accordance with the terms and conditions
of this Agreement by the CEDING COMPANY may be automatically reinstated
with the REINSURER so long as the policy is reinstated in accordance with
the terms and rules of the CEDING COMPANY.

B. A continuation is a new policy replacing a policy issued earlier by the
CEDING COMPANY or a change in an existing policy that is issued or made
either:

1. Under the terms of the original policy, or

2. Without the same new underwriting information the CEDING COMPANY
would obtain in the absence of the original policy, or

3. Without a suicide exclusion period or contestable period of equal
duration to those contained in new issues by the CEDING COMPANY,
or

4. Without the payment of the same commissions in the first year
that the CEDING COMPANY would have paid in the absence of the
original policy.

C. Continuation will be reinsured under this Agreement only if the original
policy was reinsured with the REINSURER. Attained age and duration premium
calculations will apply. The amount of reinsurance under this Agreement
will not exceed the amount of the reinsurance of the original policy with
the REINSURER immediately prior to the continuation.

D. Changes as a result of extended terms or reduced paid-up insurance will be
handled like reductions.

ARTICLE XI

LIABILITY

A. This is an Agreement solely between the REINSURER and the CEDING COMPANY.
In no instance will anyone other than the REINSURER or the CEDING COMPANY
have any rights under this agreement, and the CEDING COMPANY will be and
remain solely liable to any insured, policy owner, or beneficiary under
policy reinsured hereunder.

B. The liability for automatic reinsurance ceded to the REINSURER under this
Agreement will commence simultaneously with that of the CEDING COMPANY. The
liability for facultative reinsurance ceded to the REINSURER under this
Agreement will commence once the CEDING COMPANY has accepted the
REINSURER's offer and notified the REINSURER of its acceptance as set forth
in Article II.

C. The REINSURER will not be liable for proceeds paid under the CEDING
COMPANY's conditional receipt or temporary insurance agreement unless
conditions for automatic coverage under Article I of this Agreement are
met.

D. The liability of the REINSURER for all reinsurance under the Agreement will
cease simultaneously with the liability of the CEDING COMPANY and will not
exceed the CEDING COMPANY's contractual liability under the terms of its
policies.

ARTICLE XII

CLAIMS

A. Prompt notice of a claim must be given to the REINSURER. In every case of
loss, copies of the proofs obtained by the CEDING COMPANY will be taken by
the REINSURER as sufficient. Copies, thereof, together with proof of the
amount paid on such claim by the CEDING COMPANY will be furnished to the
REINSURER when requesting its share of the claim. The REINSURER shall pay
promptly its share of the claim after all copies of the proofs of death are
receive.

B. The CEDING COMPANY will notify the REINSURER of its intention to contest,
compromise, or litigate a claim. Unless it declines to be a party to such
action, the REINSURER will pay its share of any settlement up to the
maximum that would have been payable under the specific policy had there
been no controversy plus its share of specific expenses, including legal or
arbitration costs, special investigations or similar expenses, but
excluding salaries of employees therein involved, routine investigative or
administrative expenses and expenses incurred in connection with a dispute
or contest arising out of conflicting or any other claims of entitlement to
policy proceeds or benefits.

For purposes of this provision, the following definitions will apply:

"PUNITIVE DAMAGES" are those damages awarded as a penalty, the amount
of which is neither governed nor fixed by statute;

"STATUTORY PENALTIES" are those amounts awarded as a penalty, but fixed
in amount by statute:

"COMPENSATORY DAMAGES" are those amounts awarded to compensate for the
actual damages sustained and are not awarded as a penalty, nor fixed in
amount by statute.

Subject to the next paragraph, in no event will the REINSURER participate
in punitive or compensatory damages, which are awarded against the CEDING
COMPANY as a result of an act, omission or course of conduct committed
solely by the CEDING COMPANY in connection with the insurance reinsured
under this Agreement. The REINSURER shall, however, pay its share of
statutory penalties awarded against the CEDING COMPANY in connection with
insurance reinsured under this Agreement if the REINSURER elected to join
in the context of the coverage in question.

However, the parties recognize that circumstances may arise in which equity
would require the REINSURER, to the extent permitted by law, to share
proportionately in these assessed damages. Such circumstances are difficult
to define in advance, but generally would be those situations in which the
REINSURER was an active party and directed, consented to, or ratified the
act, omission or course of conduct of the CEDING COMPANY which ultimately
resulted in the assessment of the extra-contractual damages, other than
statutory damages. In such situations, the REINSURER and the CEDING COMPANY
shall share such damages so assessed, in equitable proportions.

If the REINSURER declines to be party to the contest, compromise, or
litigation of a claim, it will pay its full share of the amount reinsured,
as if there had been no contest, compromise, or litigation, and its
proportionate share of covered expenses incurred to the date it notifies
the CEDING COMPANY it declines to be a party.

C. In no event will the REINSURER be liable for expenses incurred in
connection with a dispute or contest arising out of conflicting or any
other claims of entitlement to policy proceeds or benefits, providing the
REINSURER makes payment of the full amount of reinsurance to the CEDING
COMPANY when the REINSURER is first notified of the claim.

D. If the amount of insurance changes because of a misstatement of rate
classification, the REINSURER's share of reinsurance liability will change
proportionately.

ARTICLE XIII

NEGOTIATION

A. Within ten (10) days after one of the parties has given the other the first
written notification of a specific dispute, each party will appoint a
designated officer to attempt to resolve the dispute. The officers will
meet at a mutually agreeable location as early as possible and as often as
necessary, in order to gather and furnish the other with all appropriate
and relevant information concerning the dispute. The officers will discuss
the problem and will negotiate in good faith without the necessity of any
formal arbitration proceedings. During the negotiation process, all
reasonable requests made by one officer to the other for information will
be honored. The specific format for such discussions will be decided by the
designated officers.

B. If the officers cannot resolve the dispute within thirty (30) days of their
first meeting, the parties will agree to submit the dispute to formal
arbitration. However, the parties may agree in writing to extend the
negotiation period for an additional thirty (30) days.

ARTICLE XIV

ARBITRATION

A. It is the intention of the CEDING COMPANY and the REINSURER that the
customs and practices of the insurance and reinsurance industry will be
given full effect in the operation and interpretation of this Agreement.
The parties agree to act in all things with the highest good faith. If
after the negotiation required by Article XIII, the REINSURER or the CEDING
COMPANY cannot mutually resolve a dispute, which arises out of or relates
to this Agreement, the dispute will be decided through arbitration. The
arbitrators will base their decision on the terms and conditions of this
Agreement plus, as necessary, on the customs and practices of the insurance
and reinsurance industry rather than solely on a strict interpretation of
the applicable law; there will be no appeal of their decision, and any
court having jurisdiction of the subject matter and the parties may reduce
that decision to judgement.

B. To initiate arbitration, either the REINSURER or the CEDING COMPANY will
notify the other party in writing of its desire to arbitrate, stating the
nature of its dispute and the remedy sought. The party to which the notice
is sent will respond to the notification in writing within ten (10) days of
its receipt.

C. There will be three arbitrators who will be current or former officers of
life insurance companies other than the contracting companies or affiliates
thereof. Each of the contracting companies will appoint one of the
arbitrators and these two arbitrators will select the third. If either
party refuses or neglects to appoint an arbitrator within sixty (60) days,
the other party may appoint the second arbitrator. If the two arbitrators
do not agree on a third arbitrator within sixty (60) days of their
appointment, then the appointment of said arbitrator will be left to the
President of the American Arbitration Association. If despite its best
effort, the American Association of Arbitrators are unable to appoint a
third arbitrator who is an officer of a life or reinsurance company, then
that requirement will be waived. Once chosen, the arbitrators are empowered
to decide all substantive and procedural issues by majority of votes.

D. It is agreed that each of the three arbitrators should be impartial
regarding the dispute and should resolve the dispute on the basis described
in Section A of this Article.

E. The arbitration hearing will be held on the date fixed by the arbitrators
in New York City. In no event will this date be later than six (6) months
after the appointment of the third arbitrator. As soon as possible, the
arbitrators will establish pre-arbitration procedures as warred by the
facts and issues of the particular case. At least (10) days prior to the
arbitration hearing, each party will provide the other party and the
arbitrators with a detailed statement of the facts and arguments they will
present at the arbitration hearing. The arbitrators may consider any
relevant evidence; they will give the evidence such weight as they deem it
entitled to after consideration of any objections raised concerning it.
Each party may examine any witnesses who testify at the arbitration
hearing.

F. The cost of arbitration will be divided between the parties, unless the
arbitrators decide otherwise.

ARTICLE XV

INSOLVENCY

A. In the event of the insolvency of the CEDING COMPANY, all reinsurance will
be payable on the basis of the liability of the CEDING COMPANY on the
policies reinsured, directly to the CEDING COMPANY or its liquidator,
receiver or statutory successor without diminution because of the
insolvency of the CEDING COMPANY.

B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver
or statutory successor will within a reasonable time after the claim is
filed in the insolvency proceeding, give written notice to the REINSURER of
all pending claims against the CEDING COMPANY or any policies reinsured.
While a claim is pending, the REINSURER may investigate and interpose, at
its own expense, in the proceedings where the claim is adjudicated, any
defense or defenses which it may deem available to the CEDING COMPANY or
its liquidator, receiver or statutory successor. The expenses incurred by
the REINSURER will be chargeable, subject to court approval, against the
CEDING COMPANY as part of the expense of liquidation to the extent of a
proportionate share of the benefit which may accrue to the CEDING COMPANY
solely as a result of the defense undertaken by the REINSURER. Where two or
more reinsurers are participating in the same claim and a majority in
interest elect to interpose a defense or defenses to any such claim, the
expenses will be apportioned in accordance with the terms of the
reinsurance agreement as though such expense had been incurred by the
CEDING COMPANY.

C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in
favor of or against either the REINSURER or CEDING COMPANY with respect to
this Agreement are deemed mutual debts or credits, as the case may be, and
will be offset, and only the balance will be allowed or paid. However, in
the event of liquidation, the REINSURER may offset against undisputed
amounts which are due and payable to the CEDING COMPANY, only those
undisputed amounts due the REINSURER which are not more than
one-hundred-eighty (180) days past due at the date of the court order of
liquidation.

ARTICLE XVI

RIGHT TO INSPECT

The REINSURER and the CEDING COMPANY, each may at all reasonable times inspect
original papers, records, books, files, etc., relating to the business under
this Agreement.

ARTICLE XVII

DURATION OF AGREEMENT

A. This Agreement is in effect for new business for a two year period
commencing with the effective date of the Agreement. The Agreement may be
renewed for a one-year period thereafter, subject to mutually accepted
terms. During each subsequent one year period, the Agreement may be
terminated as to new reinsurance by either party giving ninety (90) days
written notice of termination.

B. This Agreement may be terminated as to new reinsurance at any time during
the two year period by either party giving ninety (90) days written notice
of termination. The day the notice is mailed to the other party's Home
Office, or, if the mail is not used, the day it is delivered to the other
party's Home Office or to an Officer of the other party, will be the first
day of the ninety (90) day period.

C. During the ninety (90) day period, this Agreement will continue to operate
in accordance with its terms.

D. The REINSURER and the CEDING COMPANY will remain liable after termination,
in accordance with the terms and conditions of this Agreement, with respect
to all reinsurance effective prior to termination of this Agreement.

E. If at any time the REINSURER is no longer licensed or an accredited
reinsurer in the state of New York it shall take all actions necessary or
appropriate to ensure that the CEDING COMPANY receives credit for all
reinsurance hereunder in its Annual Statement to the New York State
Insurance Department, including but not limited to providing a letter of
credit or reinsurance trust, costs to be borne by the REINSURER, and in
compliance with New York Regulation 20.

ARTICLE XVIII

MISCELLANEOUS

1. This Agreement shall constitute the entire agreement between the parties
with respect to business reinsured hereunder. There is no understanding
between the parties other than as expressed in this Agreement and any
change or modification of this Agreement shall be null and void unless made
by amendment to the Agreement and signed by both parties.

2. Notices:

Any notice or communication given pursuant to this Reinsurance Agreement
must be in writing and (a) delivered personally, (b) sent by facsimile or
other similar transmission to a number specified in writing by the
recipient, (c) delivered by overnight express, or (d) sent by registered or
certified mail, postage prepaid, return receipt requested as follows:

a) If to CEDING COMPANY:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Email: Xxxxxxxxx@Xxxxxxxxx.xxx

b) If to the REINSURER:

Axa Reinsurance Life Insurance Company
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxx Xxxxxxxx
Email: xxxxxxxxx.xxxxxxxx@xxx-xx.xxx

All notices and other communications required or permitted under this
Reinsurance Agreement that are addressed as provided in this Section will
(a) if delivered personally or by overnight express, be deemed given upon
delivery; (b) if delivered by facsimile transmission or other similar
transmission, be deemed given when electronically confirmed, and (c) if
sent by registered or certified mail, be deemed given when marked postage
prepaid by the sender's terminal. Any party from time to time may change
the designee for receiving notice. The change in designee shall be provided
to the other party. Any party from time to time may change its address, but
no such notice of change will be deemed to have been given until it is
actually received by the party sought to be charged with the contents
thereof. The more specific requirements of Article II shall apply to
notices thereunder.

3. This agreement shall be binding to the parties and their respective
successor and permitted assignees. This agreement may not be assigned by
either party without the written consent of the other. This agreement may
be modified or amended only by an amendment duly executed and delivered on
behalf of each party by its respective duly authorized officers.

4. The CEDING COMPANY and the REINSURER shall have, and may exercise at any
time, the right to offset any balance or balances due one party to the
other, its successors or assignees, against balances due the other party
under this Agreement or under any other Agreements or Contracts previously
or subsequently entered into between the CEDING COMPANY and the REINSURER.
This right of offset shall not be affected or diminished because of
insolvency of either party to this Agreement.

ARTICLE XIX

DAC TAX ARTICLE

TREASURY REGULATION SECTION 1.848-2(g)(8) ELECTION

The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to
the Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29,
1992, under Section 848 of the Internal Revenue Code 1986, as amended. This
election shall be effective for 1993 and all subsequent taxable years for which
this Agreement remains in effect.

1. The term "party" will refer to either the CEDING COMPANY or the REINSURER
as appropriate.

2. The terms used in this Article are defined by reference to Treasury
Regulations Section 1.848-2 in effect as of December 29, 1992.

3. The party with the net positive consideration for this Agreement for each
taxable year will capitalize specified policy acquisition expenses with
respect to this Agreement without regard to the general deductions
limitation of IRC Section 848(c)(1).

4. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency. The
parties also agree to exchange information, which may be otherwise required
by the IRS.

5. The CEDING COMPANY will submit a schedule to the REINSURER by April 1 of
each year of its calculation of the net consideration for the preceding
calendar year. This schedule will be accompanied by a statement signed by
an officer of the CEDING COMPANY stating that the CEDING COMPANY will
report such net consideration in its tax return for the preceding calendar
year.

6. The REINSURER may contest such calculation by providing an alternate
calculation to the CEDING COMPANY in writing within thirty (30) days of the
REINSURER's receipt of the CEDING COMPANY's calculation. If the REINSURER
does not notify the CEDING COMPANY, the REINSURER will report the net
consideration as determined by the CEDING COMPANY in the REINSURER's tax
return for the previous calendar year.

7. If the REINSURER contests the CEDING COMPANY's calculation of the net
consideration, the parties will act in good faith to reach an agreement as
to the correct amount within thirty (30) days of the date the REINSURER
submits its alternate calculation. If the REINSURER and CEDING COMPANY
reach agreement on an amount of net consideration, each party shall report
such amount in their respective tax returns for the previous calendar year.

ARTICLE XX

REINSURANCE CREDIT

A. Reinsurance Credit. It is the intention of both the REINSURER and the
CEDING COMPANY that the CEDING COMPANY qualify for reinsurance credit in
New York for the reinsurance ceded hereunder. The REINSURER shall do all
that is necessary to comply with the New York Insurance Department
Regulation 20, in order to enable the CEDING COMPANY to take credit for the
reinsurance ceded hereunder, including delivery of any reports required
thereunder.

B. Letter of Credit. If the REINSURER is not licensed or admitted in the State
of New York, then the REINSURER shall provide the CEDING COMPANY letters of
credit in an amount, which equals the reserve credit taken by the CEDING
COMPANY pursuant to this Agreement.

Notwithstanding any other provision of this Agreement, the CEDING COMPANY
or any successor by operation of law of the CEDING COMPANY, including
without limitation, any liquidator, rehabilitation, receiver or conservator
of the CEDING COMPANY, may draw upon such letters of credit at any time
(including, but not limited to the receipt of notice of non-renewal of such
letters of credit) for any one or more of the following purposes, such
withdrawal to be applied without diminution because of the insolvency of
the REINSURER.

1. To reimburse the CEDING COMPANY for the REINSURER's share under
this Agreement of premiums returned to owners of policies due to
cancellations of policies reinsured under this Agreement.

2. To reimburse the CEDING COMPANY for the REINSURER's share under
this Agreement of benefits or losses paid by the CEDING COMPANY
under policies reinsured under this Agreement.

3. To fund an account with the CEDING COMPANY in an amount at least
equal to the deduction, for reinsurance ceded, from the CEDING
COMPANY's liabilities for policies ceded under this Agreement.
Such amount shall include, but not be limited to, amounts for
policy reserves, claims and losses incurred and unearned premium
reserves.

4. To pay any other amounts which the CEDING COMPANY claims as due
under this Agreement.

The CEDING COMPANY agrees to return to the REINSURER any amounts drawn down on
such letters of credit which are in excess of the actual amounts required for 1,
2, 3, or in the case of 4 above, any amounts that are subsequently determined
not to be due.

ARTICLE XXI

EXECUTION OF AGREEMENT

IN WITNESS OF THE ABOVE,

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

Worcester, Massachusetts

And

AXA RE LIFE INSURANCE COMPANY

New York, New York

Executed in duplicate by Executed in duplicate by

FIRST ALLMERICA FINANCIAL AXA RE LIFE
LIFE INSURANCE COMPANY INSURANCE COMPANY

on March 19 1999 on March 10 1999

By: /s/ By: /s/
----------------------------- ----------------------------

Title: Assistant VP & Actuary Title: (illegible)
-------------------------- -------------------------

By: /s/ By: /s/
----------------------------- ----------------------------

Title: Assistant VP & Actuary Title: Assistant Vice President
-------------------------- -------------------------

SCHEDULE A

PLAN OF REINSURANCE

I. REINSURER's Percentage Participation: 75%

II. REINSURER's AUTOMATIC BINDING LIMITS:

4 X CEDING COMPANY's retention as stated in Schedule B

III. JUMBO LIMIT: $20,000,000, including CEDING COMPANY's retention

SCHEDULE B

SPECIFICATIONS

BENEFITS REINSURED

- Single Premium Variable Universal Life Single Life (Form 1030-96)

- Single Premium Variable Universal Life Second to Die (Form 1030-96)

- Guaranteed Death Benefit Rider

POLICIES COVERED

All policies for above plans issued on or after November 1, 1998.

CEDING COMPANY'S RETENTION LIMITS

25% of the Mortality Net Amount at Risk (MNAR)* to the maximum levels as
described below:

STANDARD RISKS, SPECIAL CLASSES A-H AND SPECIAL CLASSES J, L, & P, AND FLAT EXTRAS OF
AGES** FLAT EXTRAS OF $20.00 OR LESS $20.01 AND OVER
-------------- ----------------------------------------------- -----------------------------------------------

0 $ 500,000 $ 250,000

1-60 $ 2,000,000 $ 1,000,000

61-70 $ 1,000,000 $ 500,000

71-80 $ 500,000 $ 250,000

81-90 $ 500,000 0

Aviation risks:

1-70 500,000 500,000

71-80 500,000 250,000

81-90 500,000 0

* For determination of amounts retained for lives with prior inforce, the prior
inforce face amount is used in lieu of the (MNAR).

**For second to die policies, age is based on healthier life. If both have same
rating, age is based on older insured.

SCHEDULE C

UNDERWRITING CLASSES

- Standard & Substandard Issuers (Insurables only)

- Full Underwriting (Standard)

- Simplified Underwriting (Non-Standard)

- Tobacco and Non-Tobacco Use*

*misrepresentation with respect to Tobacco usage would result in a policy
being rescinded.

SCHEDULE D

SINGLE PREMIUM VARIABLE UNIVERSAL LIFE

SUGGESTED LAYOUT FOR SERIATIM REPORTS

OMITTED 1 PAGE

SCHEDULE E

INVESTMENT FUNDS

Allmerica Select Aggressive Growth
Allmerica Select Capital Appreciation
Allmerica Select Value Opportunity Fund
T Xxxx Price International Stock
Fidelity VIP Overseas Portfolio
Allmerica Select International Equity
Delaware International Equity Series
Fidelity VIP Growth Portfolio
Allmerica Select Growth
Allmerica Select Strategic Growth
Allmerica Growth
Allmerica Equity Index
Fidelity VIP Equity Income Portfolio
Allmerica Select Growth and Income
Fidelity VIP II Asset Manager
Fidelity VIP High Income Portfolio
Allmerica Investment Grade Income
Allmerica Select Income
Allmerica Government Bond Fund
Allmerica Money Market
Fixed Account

EXHIBIT I

REINSURANCE PREMIUMS

Exhibit IA Standard Reinsurance Premium Rates
IB Substandard Reinsurance Premium Rates
IC Frasierized Xxxxxxx
XX 0000-00 Basic Select and Ultimate Mortality Table (ALB)

EXHIBIT IA
STANDARD REINSURANCE PREMIUMS
SINGLE LIFE

UNDERWRITING/TOBACCO STATUS YRT RATE REINSURANCE PREMIUMS
--------------------------------- -------------- ------------------------------------------------------
MIN MAX
--- ---
NON TOBACCO (X%) 1-10 11+ 1-10 11+
-------------- ------------- ------------- ------------ -------------

Simplified Underwriting 72% 60 55 90 90
Full Underwriting 60% 50 45 80 80
TOBACCO
Simplified Underwriting 144% 110 105 145 145
Full Underwriting 120% 100 95 135 135
--------------------------------- -------------- ------------- ------------- ------------ -------------

REINSURANCE PREMIUMS
SECOND-TO-DIE

UNDERWRITING/TOBACCO STATUS YRT RATE REINSURANCE PREMIUMS
--------------------------------- -------------- ------------------------------------------------------
MIN MAX
--- ---
NON TOBACCO/NON TOBACCO (X%) 1-10 11+ 1-10 11+
-------------- ------------- ------------- ------------ -------------

Simplified Underwriting 72% 20 20 25 25
Full Underwriting 60% 10 10 15 15
TOBACCO/TOBACCO
Simplified Underwriting 144% 40 40 45 45
Full Underwriting 120% 30 30 35 35
NON TOBACCO/TOBACCO
Simplified Underwriting 72%/144% 30 30 35 35
Full Underwriting 60%/120% 20 20 25 25
--------------------------------- -------------- ------------- ------------- ------------ -------------

*The gross YRT rate shall be calculated by applying the indicated percentages to
the 1975-80 S&U rate for the appropriate age and sex of the insured and then
frasierizing.

Note: The current maximum premium rate shall be in effect for a minimum of 20
years from the effective date of this reinsurance agreement. Thereafter, it may
be increased based on future expected experience but not beyond the 1980 CSO ALB
Mortality table.

SCHEDULE IB

SUBSTANDARD REINSURANCE PREMIUM RATES

H. Flat Extra Premium - The additional reinsurance premium applicable for
substandard risks with flat extras shall be equal to the quota-share
percentage of the flat extras assessed by the CEDING COMPANY reduced by a
5% allowance per year.

The formula for such flat extra varies by life status as indicated below.

a.) Single

[Flat Extra/1000 - 2.94 X Flat Years X (.0001) + 0.005 + 3.91 X
(Flat Extra - 0) X (.0001)] X [1-.05] X quota share percentage

Where:

Flat Extra = the flat extra amount per 1,000 of face amount
Flat Years = the number of years for which the flat extra should
be charged

b.) Second-to-Die

Flat Extra = [(Flat(1) X .5 + (Flat(2) X .5) - ABS [Flat(1) -
Flat(2)]/5] X [1-.05] X quota share percentage

And

Years = Min [Years(1), Years(2)] if both are greater than zero.
Otherwise it equals the maximum.

Where:

Flat(1) = the flat extra per $1,000 for the first insured

Flat(2) = the flat extra per $1,000 for the second insured

Years(1) = the number of years the flat extra on the first
insured is charged for.

Years(2) = the number of years the flat extra on the second
insured is charged for.

The result from the above formula would be added to the standard
charge for the appropriate number of year (Max (Years(1),
Years(2))).

There will be a floor on this formula of: Flat/1000

II. Table Rate Premiums

SINGLE LIFE - The reinsurance premium for table rated single life
substandard risks will be the appropriate Single Life YRT rate specified in
Exhibit IA (Standard Reinsurance Premiums)

multiplied by the applicable table rating. There will be an additional
asset-based charge added to the standard single life minimum and maximum
asset-based reinsurance premiums specified in Exhibit IA. For a Non-Tobacco
status, the additional charge for a Substandard Table A rating shall be
17.5 basis points and for Substandard Table B ratings and higher, an
additional 7.5 basis points shall be added for each 25% table. For a
Tobacco status, the additional charge for a Substandard Table A rating
shall be 30 basis points and for Substandard Table B ratings and higher, an
additional 12.5 basis points shall be added for each 25% table.

Example: The additional asset-based reinsurance premium for a substandard
Table D Tobacco status is 67.5 basis points. This additional charge is
added to both the minimum and maximum reinsurance rates to come up with a
total minimum asset-based charge of 167.5 for the first 10 years and 162.5
for years 11 and later. The total maximum charge is 202.5 for all years.

SECOND-TO-DIE - The reinsurance premium for table rated second-to-die
substandard risks will be the appropriate standard Second-to-Die YRT rate
specified in Exhibit IA multiplied by the applicable table rating. There
will be an additional asset-based charge added to the Second-to-Die minimum
and maximum asset-based reinsurance premium specified in Exhibit IA as
follows:

ADDITIONAL BASIS POINT
SMOKING STATUS UNDERWRITING CLASS CHARGE
-------------------------------------- ------------------------------------ ------------------------------------

Non-Tobacco/ Standard/
+7.5
Non-Tobacco Substandard

Non-Tobacco/ Substandard/
+15.0
Non-Tobacco Substandard

Tobacco/ Standard/
+12.5
Tobacco Substandard

Tobacco/ Substandard/
+20.0
Tobacco Substandard

Non-Tobacco/ Standard/
+15.0
Tobacco Substandard

Non-Tobacco/ Substandard/
+5.0
Tobacco Standard

Example: The additional asset-based reinsurance premium for a Tobacco
Standard risk/Non-Tobacco Substandard Table D risk is 5 basis points.
Therefore, the total asset-based minimum reinsurance premium is 25 basis
points in all years and the total asset-based maximum reinsurance premium
is 30 basis points in all years.

EXHIBIT IC

The joint-life premiums will be calculated on an exact-age basis using the
above percentages of the 1975-80 Basic Select and Ultimate Table, Age Last
Birthday and the Frasierization method, as described below.

Frasierization method for two insured, issue ages x and y, and policy year
(t+1)

A. For issue age x and any policy year i+1, define ilq BASE OF x to be the
appropriate percentage of the 1975-80 Basic Select and Ultimate Table, Age
Last Birthday, for issue age x and policy year i+1, divided by 1000.

B. For issue age y and any policy year i+1, define ilq BASE OF y to be the
appropriate percentage of the 1975-80 Basic Select and Ultimate Table, Age
Last Birthday, for issue age y and policy year i+1, divided by 1000.

C. For issue age x and policy year t+1, define

D. For issue age y and policy year t+1, define

E. Define

F. Calculate the Frasierized joint-last survivor premium for issue ages x and
y and policy year (t+1) as

1975-1980 SELECT AND ULTIMATE BASIC TABLES
MALE LIVES - AGE LAST BIRTHDAY
GRADUATED MORTALITY RATES PER 1,000

OMITTED 6 PAGES

Amendment No. 1

To the Agreement #all99001

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(referred to as the CEDING COMPANY)

and

AXA RE LIFE INSURANCE COMPANY
New York, New York
(referred to as the REINSURER)

Effective January 1, 1999

This Amendment effective January 1, 1999, is attached to and becomes a part of
the Automatic Reinsurance Agreement (No. all99001, dated January 1, 1999.

Exhibit 1B is replaced by the attached Exhibit 1B.

This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Agreement, and it is subject, otherwise to all the
terms and conditions of the Reinsurance Agreement together with all amendments
and supplements thereto.

Executed in duplicate by Executed in duplicate by
FIRST ALLMERICA FINANCIAL AXA RE LIFE
LIFE INSURANCE COMPANY INSURANCE COMPANY

on April 30, 1999 on April 16, 1999

By: /s/ By: /s/
----------------------------- ----------------------------

Title: Assistant VP & Actuary Title: (illegible)
-------------------------- -------------------------

By: /s/ By: /s/
----------------------------- ----------------------------

Title: Assistant VP & Actuary Title: Assistant Vice President
-------------------------- -------------------------

EXHIBIT IB

SUBSTANDARD REINSURANCE PREMIUM RATES

A. Flat Extra Premium - The additional reinsurance premium applicable for
substandard risks with flat extras shall be equal to the quota-share
percentage of the flat extras assessed by the CEDING COMPANY reduced by a
5% allowance per year.

The formula for such flat extras varies by life status as indicated below.

a.) Single

[Flat Extra/1000 - 2.94 X Flat Years X (.0001) + 0.005 + 3.91 X
(Flat Extra - 0) X (.0001)] X [1-.05 X quota share percentage

Where:

Flat Extra - the flat extra amount per 1,000 of face amount
Flat Years = the number of years for which the flat extra should
be charged

b.) Second-to-Die

Flat Extra = [(Flat(1) X .5)+(Flat(2) X .5) - ABS [Flat(1) - Flat
(2)]/5] X [1-.05] X quota share percentage

And

Years - Min [Years(1), Years(2)] if both are greater than zero.
Otherwise it equals the maximum.

Where:

Flat(1) = the flat extra per $1,000 for the first insured

Flat(2) = the flat extra per $1,000 for the second insured

Years(1) = the number of years the flat extra on the first
insured is charged for.

Years(2) = the number of years the flat extra on the second
insured is charged for.

The result from the above formula would be added to the standard
charge for the appropriate number of year (Max (Years(1),
Years(2))).

I. Table Rate Premiums

SINGLE LIFE - The reinsurance premium for table rated single life
substandard risks will be the appropriate Single Life YRT rate
specified in Exhibit IA (Standard Reinsurance Premiums) multiplied by
the applicable table rating. There will be an additional asset-based
charge added to the standard single life minimum and maximum
asset-based reinsurance premiums specified in Exhibit IA. For a
Non-Tobacco status, the additional charge for a Substandard Table A
rating shall be 17.5 basis points and for Substandard Table B ratings
and higher, an additional 7.5 basis points shall be added for each 25%
table. For a Tobacco status, the additional charge for a Substandard
Table A rating shall be 30 basis points and for Substandard Table B
ratings and higher, an additional 12.5 basis points shall be added for
each 25% table.

Example: The additional asset-based reinsurance premium for a
substandard Table D Tobacco status is 67.5 basis points. This
additional charge is added to both the minimum and maximum reinsurance
rates to come up with a total minimum asset-based charge of 167.5 for
the first 10 years and 162.5 for years 11 and later. The total maximum
charge is 202.5 for all years.

SECOND-TO-DIE - The reinsurance premium for table rated second-to-die
substandard risks will be the appropriate standard Second-to-Die YRT
rate specified in Exhibit IA multiplied by the applicable table
rating. There will be an additional asset-based charge added to the
Second-to-Die minimum and maximum asset-based reinsurance premium
specified in Exhibit IA as follows:

ADDITIONAL BASIS POINT
SMOKING STATUS UNDERWRITING CLASS CHARGE
------------------------------------ --------------------------------- ----------------------------------

Non-Tobacco/ Standard/
+7.5
Non-Tobacco Substandard

Non-Tobacco/ Substandard/
+15.0
Non-Tobacco Substandard

Tobacco/ Standard/
+12.5
Tobacco Substandard

Tobacco/ Substandard/
+20.0
Tobacco Substandard

Non-Tobacco/ Standard/
+15.0
Tobacco Substandard

Non-Tobacco/ Substandard/
+5.0
Tobacco Standard

Non-Tobacco/ Substandard/
+17.5
Tobacco Standard

Example: The additional asset-based reinsurance premium for a Tobacco
Standard risk/Non-Tobacco Substandard Table D risk is 5 basis points.
Therefore, the total asset-based minimum reinsurance premium is 25
basis points in all years and the total asset-based maximum
reinsurance premium is 30 basis points in all years.

AMENDMENT XX. 0
xx
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 00000 DATED JANUARY 1, 1999
between
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Ceding Company)
and
AXA RE LIFE INSURANCE COMPANY
(Reinsurer)

Effective July 1, 2000, this Amendment is hereby attached to and becomes a part
of the above described Reinsurance Agreement. The Agreement has been amended as
follows:

- SCHEDULE A - PLANS OF REINSURANCE is replaced by the attached revised
Schedule A which reduces the REINSURER's quota-share to 50%

- SCHEDULE B - INVESTMENT FUNDS is replaced by the attached revised Schedule
B which reduces the CEDING COMPANY's retention to 20%

This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject, otherwise to all the
terms and conditions of the Reinsurance Agreement together with all amendments
and supplements thereto.

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By: /s/ Date: 8/24/2001
-------------------------------------------- -----------------
Name/Title

Attest: /s/
----------------------------------------
Name/Title

AXA RE LIFE INSURANCE COMPANY

By: /s/ Xxxxxxx X. Xxxx Date: 09 August 2000
-------------------------------------------- -----------------
Xxxxxxx X. Xxxx, President

By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Xxxxx X. Xxxxxx, Assistant Actuary

Attest: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------------
Xxxxxxxxx Xxxxxxxx, Vice President

SCHEDULE A

PLANS OF REINSURANCE

A. Quota-Share Percentage: 50%

B. REINSURER's Automatic Binding Limits:

- Four (4) times the CEDING COMPANY's retention as stated in Schedule B

C. Jumbo Limit:

- $20,000,000, including CEDING COMPANY's retention

SCHEDULE B

SPECIFICATIONS

A. Benefits Reinsured:

- Single Premium Variable Universal Life Single Life (Form 1030-96)
- Single Premium Variable Universal Life Second to Die (Form 1030-96)
- Guaranteed Death Benefit Rider

B. Policies Covered:

- All policies for above plans issued on or after November 1, 1998

C. Ceding Company's Retention Limits:

20% of the Mortality Net Amount at Risk (MNAR)* to the maximum levels as
described below:

STANDARD RISKS, SPECIAL CLASSES A-H SPECIAL CLASSES J, L, & P, AND FLAT
AGES** AND FLAT EXTRAS OF $20.00 OR LESS EXTRAS OF $20.01 AND OVER
-------------- ----------------------------------------------- ---------------------------------------------------

0 $ 500,000 $ 250,000

1-60 $ 2,000,000 $ 1,000,000

61-70 $ 1,000,000 $ 500,000

71-80 $ 500,000 $ 250,000

81-90 $ 500,000 0

Aviation risks:

1-70 500,000 500,000

71-80 500,000 250,000

81-90 500,000 0

* For determination of amounts retained for lives with prior inforce, the
prior inforce face amount is used in lieu of the (MNAR)

** For second to die policies, age is based on healthier life. If both have
same rating, age is based on older insured

AMENDMENT XX. 0
xx
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 00000, DATED JANUARY 1, 1999
between
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Ceding Company)
and
AXA RE LIFE INSURANCE COMPANY
(Reinsurer)

Effective July 1, 2000, this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:

- EXHIBIT IB, SUBSTANDARD REINSURANCE PREMIUM RATES, is replaced by the
attached Exhibit IB to include the substandard premium calculation
applicable to Simplified Issue substandard risks.

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By: /s/ Date: 5/19/2001
-------------------------------------------- -----------------
Name/Title

Attest: (illegible)
----------------------------------------
Name/Title

AXA RE LIFE INSURANCE COMPANY

By: /s/ Xxxxxxx X. Xxxx Date: Sept. 29, 2000
-------------------------------------------- -----------------
Xxxxxxx X. Xxxx, President

By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Xxxxx X. Xxxxxx, Assistant Actuary

Attest: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------------
Xxxxxxxxx Xxxxxxxx, Vice President

EXHIBIT IB

SUBSTANDARD REINSURANCE PREMIUM RATES

The formula for such flat extras varies by life status as indicated below.

a.) Single

[Flat Extra/1000 - 2.94 X Flat Years X (.0001) + 0.005 + 3.91 X (Flat
Extra - 0) X (.0001)] X [1-.05] X quota share percentage

Where:

Flat Extra = the flat extra amount per 1,000 of face amount

Flat Years = the number of years for which the flat extra should be
charged

b.) Second-to-Die

Flat Extra = [(Flat(1) X .5) + (Flat(2) X .5) - ABS [Flat(1) -
Flat(2)]/5] X [1-.05] X quota share percentage

And

Years = Min [Years(1), Years(2)] if both are greater than zero.
Otherwise it equals the maximum.

Where:

Flat(1) = the flat extra per $1,000 for the first insured

Flat(2) = the flat extra per $1,000 for the second insured

Years(1) = the number of years the flat extra on the first insured is
charged for.

Years(2) = the number of years the flat extra on the second insured is
charged for.

The result from the above formula would be added to the standard
charge for the appropriate number of year (Max (Years(1), Years(2)).

There will be a floor on this formula of: Flat/1000

SUBSTANDARD REINSURANCE PREMIUM RATES

B. Table Rated Premiums

For a Non-Tobacco status (with Full Underwriting), the additional charge
for a Substandard Table A rating shall be 17.5 basis points and for
Substandard Table B ratings and higher, an additional 7.5 basis points
shall be added for each 25% table.

For a Non-Tobacco status (with Simplified Issue Underwriting), the
additional charge for Substandard ratings shall be the same as described
above for Fully Underwritten cases plus two extra table ratings, which is
equal to an additional 15 basis points. Thus, 15 basis points is added to
substandard Simplified Issue risks in addition to the substandard
calculation described in the preceding paragraph for Fully Underwritten
risks.

For a Tobacco status (with Full Underwriting), the additional charge for a
Substandard Table A rating shall be 30 basis points and for Substandard
Table B ratings and higher, an additional 12.5 basis points shall be added
for each 25% table.

For a Tobacco status (with Simplified Issue Underwriting), the additional
charge for Substandard ratings shall be the same as described above for
Fully Underwritten cases plus one extra table rating, which is equal to an
additional 12.5 basis points. Thus, 12.5 basis points is added to
substandard Simplified Issue risks in addition to the substandard
calculation described in the preceding paragraph for Fully Underwritten
risks.

Example 1: The additional asset-based reinsurance premium for a Fully
Underwritten substandard Table D Tobacco status is 67.5 basis points. This
additional charge is added to both the minimum and maximum reinsurance
rates to come up with a total minimum asset-based charge of 167.5 for the
first 10 years and 162.5 for years 11 and later. The total maximum charge
is 202.5 for all years.

Example 2: A Table D non-Tobacco Simplified Issue case would have an
additional asset-based reinsurance premium charge of 55 (40 + 15) basis
points for a total minimum and maximum basis point charge of 105 and 135
basis points, respectively. A Table D Tobacco Simplified Issue case would
have an additional asset-based reinsurance premium charge of 80 (67.5
+ 12.5) basis points for a total minimum and maximum basis point charge of
180 and 215 basis points, respectively.

SUBSTANDARD REINSURANCE PREMIUM RATES

ADDITIONAL BASIS ADDITIONAL BASIS
POINT CHARGE POINT CHARGE
SMOKING STATUS UNDERWRITING CLASS (FULL UNDERWRITING) (SIMPLIFIED ISSUE)
----------------------------- -------------------------- --------------------------- ---------------------------

Non-Tobacco/ Standard/
Non-Tobacco Substandard +7.5 +12.5

Non-Tobacco/ Substandard/
Non-Tobacco Substandard +15.0 +20.0

Tobacco/ Standard/
Tobacco Substandard +12.5 +17.5

Tobacco/ Substandard/
Tobacco Substandard +20.0 +25.0

Non-Tobacco/ Standard/
Tobacco Substandard +15.0 +20.0

Non-Tobacco/ Substandard/
Tobacco Standard +5.0 +10.0

Non-Tobacco/ Substandard/
Tobacco Substandard +17.5 +22.5

Example 1: The additional asset-based reinsurance premium for a Fully
Underwritten Tobacco Standard risk/Non-Tobacco Substandard Table D risk is
5 basis points. Therefore, the total asset-based minimum reinsurance
premiums 25 basis points in all years and the total asset-based maximum
reinsurance premium is 30 basis points in all years.

Example 2: The additional asset-based reinsurance premium for a Simplified
Issue non-Tobacco Standard risk/Tobacco Substandard risk is 20 basis
points. Therefore, the total asset-based minimum reinsurance premium is 40
basis points in all years and the total asset-based maximum reinsurance
premium is 45 basis points in all years.

AMENDMENT XX. 0. XX
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX XX. 00000, DATED JANUARY 1, 1999
between
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)

Effective January 1, 2001, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:

In accordance with the provisions of ARTICLE XVII, DURATION OF AGREEMENT, the
new business facility of this Agreement is hereby renewed, terms unchanged, for
a two (2) year period commencing January 1, 2001 and ending December 31, 2002.
Thereafter, the new business facility may be renewed again by mutual consent of
the CEDING COMPANY and the REINSURER.

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By: /s/ Date: 5/19/2001
-------------------------------------------- -----------------
Name/Title

Attest: (illegible)
----------------------------------------
Name/Title

AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY

By: /s/ Xxxxxxx X. Xxxx Date: Feb. 09, 2001
-------------------------------------------- -----------------
Xxxxxxx X. Xxxx, President

By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President

Attest: /s/ Xxxxx Xxxxxxx
----------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President

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Table of Contents

Automatic Reinsurance Agreement

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