AMENDMENT TO PARTICIPATION AGREEMENT DATED AS OF APRIL 25, 2000 (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME)

                      AMENDMENT TO PARTICIPATION AGREEMENT
                           DATED AS OF APRIL 25, 2000
                 (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME)

                                      AMONG

                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY,

                        XXX XXXXXX LIFE INVESTMENT TRUST,

                             XXX XXXXXX FUNDS INC.,

                                       AND

                        XXX XXXXXX ASSET MANAGEMENT INC.

WHEREAS, First Allmerica Financial Life Insurance Company, Xxx Xxxxxx Life
Investment Trust, Xxx Xxxxxx Funds Inc., and Xxx Xxxxxx Asset Management Inc.
entered into a Fund Participation Agreement on April 25, 2000, and

WHEREAS, the parties desire to amend the Participation Agreement by mutual
written consent;

NOW THEREFORE, the parties to hereby agree that Schedule A to the
Participation Agreement is amended to read in its entirety as follows:

                                   SCHEDULE A

                         SEPARATE ACCOUNTS AND CONTRACTS




Name of Separate Account and                                  Form Numbers and Names of Contracts
Date Established by Board of Directors                        Funded by Separate Account
--------------------------------------                        -----------------------------------
                                                                               
Separate Account VA-P (8/20/91)                               Pioneer Vision         A3025-96
                                                              Pioneer C-Vision       A3027-98
                                                              Pioneer No-Load        A3031-99


All terms and conditions of the Participation Agreement and Schedules thereto
shall continue in full force and effect except as amended herein.





IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of
October 19, 2000.

                                 FIRST ALLMERICA FINANCIAL LIFE
                                 INSURANCE COMPANY

                                 By:  /s/ Xxxxxxx M Reilly___________
                                      Xxxxxxx X. Xxxxxx, Vice President

                                 XXX XXXXXX LIFE INVESTMENT TRUST

                                 By:  /s/ Xxxxxxx L Boyd__________________
                                      Xxxxxxx X. Xxxx, Executive Vice President

                                 XXX XXXXXX FUNDS INC.

                                 By:  /s/ Xxxxxxx Woelfel________________
                                      Xxxxxxx Xxxxxxx, Senior Vice President

                                 XXX XXXXXX ASSET MANAGEMENT INC.

                                 By:  /s/ Xxxxxxx L Boyd__________________
                                      Xxxxxxx X. Xxxx, Executive Vice President