Separate Acct Va K of First Allmerica Financial Life Ins Co Sample Contracts

AMONG
Participation Agreement • April 29th, 2003 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Massachusetts
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DISTRIBUTION AGREEMENT
Distribution Agreement • May 3rd, 2000 • Separate Acct Va K of First Allmerica Financial Life Ins Co • North Carolina
AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2003 • Separate Acct Va K of First Allmerica Financial Life Ins Co
FORM OF SERVICE AGREEMENT
Service Agreement • April 30th, 1997 • Separate Acct Va K of First Allmerica Financial Life Ins Co
ARTICLE I DEFINITIONS
Fund Participation Agreement • May 3rd, 2000 • Separate Acct Va K of First Allmerica Financial Life Ins Co • New York
AMENDMENT #8 TO PARTICIPATION AGREEMENT DATED AS OF MARCH 21, 2000 (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME)
Participation Agreement • April 29th, 2003 • Separate Acct Va K of First Allmerica Financial Life Ins Co

WHEREAS, First Allmerica Financial Life Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Distributors, Inc. entered into a Fund Participation Agreement on March 21, 2000; and

ARTICLE I ADDITIONAL DEFINITIONS
Participation Agreement • April 27th, 2006 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Delaware
EXHIBIT A RESTRUCTURING AGREEMENT
Restructuring Agreement • April 27th, 2006 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Delaware
WITNESSETH:
Janus Aspen Series • April 19th, 2002 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Colorado
RECITALS:
Service Agreement • May 3rd, 2000 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Massachusetts
UNDERWRITING AND ADMINISTRATIVE SERVICES AGREEMENT
Underwriting and Administrative Services Agreement • April 24th, 1998 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Massachusetts
AMENDMENT NO. 4 PARTICIPATION AGREEMENT
4 Participation Agreement • April 29th, 2003 • Separate Acct Va K of First Allmerica Financial Life Ins Co

The Amended and Restated Participation Agreement (the "Agreement"), dated August 1, 2000, by and among First Allmerica Financial Life Insurance Company, a Massachusetts life insurance company ("Insurer") (on behalf of itself and its "Separate Account," defined below); Allmerica Investments, Inc., a Massachusetts corporation ("Contracts Distributor"), the principal underwriter with respect to the Contracts referred to below; Alliance Capital Management L.P., a Delaware limited partnership ("Adviser"), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation ("Distributor"), the Fund's principal underwriter (collectively, the "Parties"), is hereby amended as follows:

CORE COINSURANCE AGREEMENT BY AND BETWEEN FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Faflic Trust Agreement • April 27th, 2006 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Massachusetts
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WORK ASSIGNMENT
Work Assignment • April 27th, 2006 • Separate Acct Va K of First Allmerica Financial Life Ins Co
Amendment to Schedule A to Participation Agreement Among Variable Insurance Products Fund III, Fidelity Distributors Corporation, and First Allmerica Financial Life Insurance Company WHEREAS, First Allmerica Financial Life Insurance Company (formerly...
Separate Acct Va K of First Allmerica Financial Life Ins Co • April 29th, 2003

WHEREAS, First Allmerica Financial Life Insurance Company (formerly known as State Mutual Life Assurance Company of America), Variable Insurance Products Fund III and Fidelity Distributors Corporation entered into a Participation Agreement on February 22, 1999 ("Participation Agreement"); and

Amendment to Schedule A to Participation Agreement Among Variable Insurance Products Fund, Fidelity Distributors Corporation, and First Allmerica Financial Life Insurance Company
Separate Acct Va K of First Allmerica Financial Life Ins Co • April 24th, 2001

WHEREAS, First Allmerica Financial Life Insurance Company (formerly known as State Mutual Life Assurance Company of America), Variable Insurance Products Fund and Fidelity Distributors Corporation entered into a Participation Agreement on February 18, 1994 ("Participation Agreement"); and

Amendment to Schedule A to Participation Agreement Among Variable Insurance Products Fund II, Fidelity Distributors Corporation, and First Allmerica Financial Life Insurance Company WHEREAS, First Allmerica Financial Life Insurance Company (formerly...
Separate Acct Va K of First Allmerica Financial Life Ins Co • April 29th, 2003

WHEREAS, First Allmerica Financial Life Insurance Company (formerly known as State Mutual Life Assurance Company of America), Variable Insurance Products Fund II and Fidelity Distributors Corporation entered into a Participation Agreement on March 1, 1994 ("Participation Agreement"); and

DRAFT -----
Participation Agreement • April 24th, 2001 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Massachusetts
Amendment to Schedule A to Participation Agreement Among Variable Insurance Products Fund II, Fidelity Distributors Corporation, and First Allmerica Financial Life Insurance Company
Separate Acct Va K of First Allmerica Financial Life Ins Co • April 24th, 2001

WHEREAS, First Allmerica Financial Life Insurance Company (formerly known as State Mutual Life Assurance Company of America), Variable Insurance Products Fund II and Fidelity Distributors Corporation entered into a Participation Agreement on March 1, 1994 ("Participation Agreement"); and

DRAFT
Participation Agreement • April 19th, 2002 • Separate Acct Va K of First Allmerica Financial Life Ins Co • Massachusetts
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