Amendment to Participation Agreement
First Allmerica Financial Life Insurance Company, Variable Insurance Products
Fund and Fidelity Distributors Corporation, hereby amend their Participation
Agreement, dated February 18, 1994 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.
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY VARIABLE INSURANCE PRODUCTS FUND
By: /s/ Xxxxxxx X Xxxxxx By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxxx X Xxxxxx Name: Xxxxxx X. Xxxxx
Title: President Title: Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
Amendment to the Participation Agreement
Among
Variable Insurance Products Fund
Fidelity Distributors Corporation
and
First Allmerica Financial Life Insurance Company
Whereas, First Allmerica Financial Life Insurance Company, Variable Insurance
Products Fund, and Fidelity Distributors Corporation entered into a
Participation Agreement on February 18, 1994 ("Participation Agreement"); and
WHEREAS, the parties desire to amend the Participation Agreement and restate in
its entirety Schedule A by mutual written consent;
Now, therefore, the parties do hereby agree:
1. "State Mutual Life Assurance Company of America" is hereby replaced with
"First Allmerica Financial Life Insurance Company."
2. To amend and update Schedule A to the Participation Agreement by adopting the
attached Schedule A, dated November 13, 1998, and by substituting the attached
Schedule A for and any all prior amendments to Schedule A, as may have been
adopted from time-to-time.
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.
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
Date: May 1, 1999
VARIABLE INSURANCE PRODUCTS FUND FIDELITY DISTRIBUTORS
CORPORATION
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Senior Vice President Title: Vice President
Date: 3/9/99 Date 3/4/99
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Amended Schedule A to Participation Agreement Dated February 18, 1994
(Products funded by Portfolios of Variable Insurance Products Fund as of 1/1/99)
SEPARATE ACCOUNT* PRODUCT NAME REGISTRATION. EFFECTIVE DATE
---------------- ------------ ------------- --------------
VEL II VEL >93 33-71056 3/15/94
(Variable Life) Policy Form 1018.1-94 811-8130
Inheiritage Inheiritage 33-74184 3/15/94
(Variable Life) Policy Form 1026.1-94 811-8304
Group VEL Group VEL 333-06383
(Variable Life) Policy Form 1029.1-94 811-7663
VA-K ExecAnnuity Plus 33-71052 3/15/94
(Annuity) Policy Form A3018-94 811-8814
Separate Account I Group XXX 33-47858 10/9/92
(Annuity) Policy Forms 811-8814
XX-XXX-0.00-00
XXX-XXX-0.00-00
Xxxxxxxxx Select Select Resource 33-71058 3/15/94
(Annuity) Policy Form 811-8116
A3020-94 GRC
Select Charter 333-63087
Policy Form 811-8116
A3027-98
* The establishment of the Separate Accounts was authorized by vote of the Board
of Directors dated August 21, 1991
