Amendment to the Participation Agreement
                                      among
                           Delaware Group Premium Fund
                           Delaware Distributors, L.P.
             Allmerica Financial Life Insurance and Annuity Company
                                       And
                First Allmerica Financial Life Insurance Company


WHEREAS, Delaware Group Premium Fund, Delaware Distributors, L.P., Allmerica
Financial Life Insurance and Annuity Company (formerly SMA Life Assurance
Company) and First Allmerica Financial Life Insurance Company (formerly State
Mutual Life Assurance Company of America) entered into a Participation Agreement
on December 23, 1991 ("Participation Agreement"); and

WHEREAS, the Participation Agreement provides for the amendment of Schedules 1,
2 and 3 thereto by mutual written consent of the parties from time to time in
accordance with the provisions of Article XI thereof, and the parties now wish
to amend and restate in their entirety Schedules 1, 2 and 3; and

WHEREAS, the parties wish to amend Section 3.1 under Article III; and

NOW, THEREFORE, the parties do hereby agree:

1.   To replace Schedules 1, 2 and 3 of the Participation Agreement and any
     amendments thereto with the attached Schedules 1, 2 and 3 dated May 1,
     2000.

2.   To insert the following sentence after the last sentence of Section 3.1 of
     the Participation Agreement: Notwithstanding the foregoing and solely with
     respect to the Account assets supporting the Delaware ExecutiveSolutions
     variable life contracts, the cost of printing the Fund Prospectuses shall
     be borne by the Fund and the cost of printing the Contracts Prospectus
     shall be borne by the Distributor or its affiliate.

3.   All terms and conditions of the Participation Agreement and Schedules
     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 representatives as of the
date specified below.

                                                DELAWARE DISTRIBUTORS, L.P.
DELAWARE GROUP PREMIUM FUND                 By: DELAWARE DISTRIBUTORS, L.P.
                                                (General Partner)

By:                                             By:
       --------------------------                     --------------------------
Name:                                           Name:
Title:                                          Title:

Date:                                           Date:
       --------------------------                     --------------------------


ALLMERICA FINANCIAL LIFE INSURANCE              FIRST ALLMERICA FINANCIAL LIFE
AND ANNUITY COMPANY                             INSURANCE COMPANY

By:                                             By:
       --------------------------                     --------------------------

Name:    Richard M. Reilly                      Name:    Richard M. Reilly
Title:   President                              Title:   Vice President

Date:                                           Date:
       --------------------------                     --------------------------



                                   SCHEDULE 1

      SEPARATE ACCOUNTS OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
    COMPANY ("AFLIAC") AND FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
                        ("FAFLIC") INVESTING IN THE FUND

                                As of May 1, 2000

NAME OF ACCOUNT                                       DATE ESTABLISHED
---------------                                       ----------------

Separate Account VA-K                                 November 1, 1990
Of AFLIAC

Separate Account VA-P                                 October 27, 1994
Of AFLIAC

Separate Account VEL                                  June 3, 1987
Of AFLIAC

Separate Account VEL II                               January 21, 1993
Of AFLIAC

Separate Account VEL III                              June 13, 1996
Of AFLIAC

Separate Account Inheiritage                          September 15, 1993
Of AFLIAC

Fulcrum Separate Account                              June 13, 1996
Of AFLIAC

Fulcrum Variable Life Separate Account                June 13, 1996
Of AFLIAC

Group VEL Separate Account                            May 1, 1995
Of AFLIAC

Separate Account SPL-D                                June 13, 1996
Of AFLIAC

Separate Account IMO                                  June 13, 1996
Of AFLIAC

Separate Account VA-K                                 August 20, 1991
Of FAFLIC

Separate Account VA-P                                 August 20, 1991
Of FAFLIC

Separate Account VEL II                               August 20, 1991
Of FAFLIC

Separate Account Inheiritage                          August 20, 1991
Of FAFLIC

Fulcrum Separate Account                              June 13, 1996
Of FAFLIC

Group VEL Separate Account                            November 13, 1996
Of FAFLIC



                                   SCHEDULE 2

                           Variable Annuity Contracts
                      And Variable Life Insurance Policies
                         Supported by Separate Accounts
                              Listed on Schedule 1

                                As of May 1, 2000

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

Individual Delaware Medallion Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-K and investing in shares of Delaware Group Premium Fund

Individual Delaware Golden Medallion Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware Group
Premium Fund

Individual ExecAnnuity Plus Variable Annuity Contracts funded by sub-accounts of
Separate Account VA-K and investing in shares of the International Equity Series
of Delaware Group Premium Fund

Individual Allmerica Advantage Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-K and investing in shares of the International Equity
Series of Delaware Group Premium Fund

Individual Allmerica Accumulator Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware Group
Premium Fund

Individual Pioneer Vision 1 & 2 Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-P and investing in shares of Delaware Group
Premium Fund

Individual Pioneer C-Vision Variable Annuity Contracts funded by sub-accounts of
Separate Account VA-P and investing in shares of Delaware Group Premium Fund

Individual Pioneer Xtra Vision Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-P and investing in shares of Delaware Group Premium Fund

Individual VEL Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL and investing in shares of the International Equity Series
of Delaware Group Premium Fund

Individual VEL II Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL II and investing in shares of the International Equity
Series of Delaware Group Premium Fund

Individual VEL III Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL III and investing in shares of the International Equity
Series of Delaware Group Premium Fund

Individual Inheiritage Variable Life Insurance Policies funded by sub-accounts
of Separate Account Inheiritage and investing in shares of the International
Equity Series of Delaware Group Premium Fund

Individual Fulcrum Variable Annuity Contracts funded by sub-accounts of Fulcrum
Separate Account and investing in shares of Delaware Group Premium Fund

Individual Fulcrum Variable Life Insurance Policies funded by sub-accounts of
Fulcrum Variable Life Separate Account and investing in shares of Delaware Group
Premium Fund

Group Variable Life Insurance Policies funded by sub-accounts of Group VEL
Account and investing in shares of Delaware Group Premium Fund

Individual Variable Life Policies funded by sub-accounts of Separate Account
SPL-D and investing in shares of Delaware Group Premium Fund



Individual Variable Life Policies funded by sub-accounts of Separate Account IMO
and investing in shares of the International Equity Series of Delaware Group
Premium Fund

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

Individual Delaware Medallion Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-K and investing in shares of Delaware Group Premium Fund

Individual ExecAnnuity Plus Variable Annuity Contracts funded by sub-accounts of
Separate Account VA-K and investing in shares of the International Equity Series
of Delaware Group Premium Fund

Individual Allmerica Advantage Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-K and investing in shares of the International Equity
Series of Delaware Group Premium Fund

Individual Allmerica Accumulator Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-K and investing in shares of Delaware Group
Premium Fund

Individual Pioneer Vision 1 & 2 Variable Annuity Contracts funded by
sub-accounts of Separate Account VA-P and investing in shares of Delaware Group
Premium Fund

Individual Pioneer C-Vision Variable Annuity Contracts funded by sub-accounts of
Separate Account VA-P and investing in shares of Delaware Group Premium Fund

Individual VEL II Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL II and investing in shares of the International Equity
Series of Delaware Group Premium Fund

Individual Inheiritage Variable Life Insurance Policies funded by sub-accounts
of Separate Account Inheiritage and investing in shares of the International
Equity Series of Delaware Group Premium Fund

Individual Fulcrum Variable Annuity Contracts funded by sub-accounts of Fulcrum
Separate Account and investing in shares of Delaware Group Premium Fund



                                   SCHEDULE 3

                               Variable Contracts
                            Excluded from Section 1.8

                                As of May 1, 2000



ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

Individual Variable Annuity Contracts Marketed under the name "ExecAnnuity Plus"

Individual Variable Annuity Contracts Marketed under the name "Allmerica
Advantage"

Individual Variable Annuity Contracts Marketed under the name "Allmerica
Accumulator"

Individual Variable Annuity Contracts Marketed under the name "Pioneer Vision 1
& 2"

Individual Variable Annuity Contracts Marketed under the name "Pioneer C-Vision"

Individual Variable Annuity Contracts Marketed under the name "Pioneer Xtra
Vision"

Individual Variable Annuity Contracts Marketed under the name "Fulcrum"

Individual Variable Life Insurance Policies Marketed under the name "VEL"

Individual Variable Life Insurance Policies Marketed under the name "VEL Plus"

Individual Variable Life Insurance Policies Marketed under the name "VEL II"

Individual Variable Life Insurance Policies Marketed under the name "Estate
Optimizer"

Individual Variable Life Insurance Policies Marketed under the name
"Inheiritage"

Individual Variable Life Insurance Policies Marketed under the name "Fulcrum
Variable Life (SPVUL)"

Group Variable Life Insurance Policies Marketed under the name "Group VEL"

Individual Variable Life Insurance Policies Marketed under the name "VUL 2001"

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

Individual Variable Annuity Contracts Marketed under the name "ExecAnnuity Plus"

Individual Variable Annuity Contracts Marketed under the name "Allmerica
Advantage"

Individual Variable Annuity Contracts Marketed under the name "Allmerica
Accumulator"

Individual Variable Annuity Contracts Marketed under the name "Pioneer
Vision 1 & 2"

Individual Variable Annuity Contracts Marketed under the name "Pioneer C-Vision"

Individual Variable Annuity Contracts Marketed under the name "Fulcrum"

Individual Variable Life Insurance Policies Marketed under the name "VEL II"

Individual Variable Life Insurance Policies Marketed under the name
"Inheiritage"

Group Variable Life Insurance Policies Marketed under the name "Group VEL"