SEPARATE ACCOUNT KG OF ALLMERICA FIN LIFE INS & ANNUITY CO, N-4, 2000-09-27

SEPARATE ACCOUNT KG OF ALLMERICA FIN LIFE INS & ANNUITY CO
N-4, 2000-09-27

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<PAGE>

File Nos. _________
811-7767

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Initial Registration

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 23

SEPARATE ACCOUNT KG OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Name of Depositor)

440 Lincoln Street
Worcester, MA 01653
(Address of Depositor's Principal Executive Offices)

(508) 855-1000
(Depositor's Telephone Number, including Area Code)

Charles F. Cronin, Secretary
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)

It is proposed that this filing will become effective:

___ immediately upon filing pursuant to paragraph (b) of Rule 485
___ on (date) pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a) (1) of Rule 485
___ on (date) pursuant to paragraph (a) (1) of Rule 485
___ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment

VARIABLE ANNUITY CONTRACTS

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act"). The Rule 24f-2
Notice for the issuer's fiscal year ended December 31, 1999 was filed on or
before March 30, 2000.

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall become effective in accordance with section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on such date or
dates as the Commission, acting pursuant to said section 8(a), may determine.

Registrant is making this filing in order to register a new flexible payment
deferred variable annuity contract, which is the purpose of this initial
Registration Statement under the Securities Act of 1933 and amendment under the
Investment Company Act of 1940. Registrant does not intend this filing to delete
or amend any currently effective prospectus, statement of additional
information, or supplements thereto, contained in any other registration
statement of the Registrant under the Securities Act of 1933.

<PAGE>

CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF ITEMS CALLED FOR
BY FORM N-4

<TABLE>
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
----------------- ---------------------
<S> <C>
1..........................Cover Page

2..........................Special Terms

3..........................Summary of Fees and Expenses; Summary of Contract Features

4..........................Performance Information

5..........................Description of the Company, the Variable Account and the Underlying Investment
Companies

6..........................Charges and Deductions

7..........................Description of the Contract -- The Accumulation Phase

8..........................Electing the Annuity Date; Description of Annuity Payout Options; Variable Annuity
Benefit Payments

9..........................Death Benefit

10.........................Payments; Computation of Values; Distribution

11.........................Surrender and Withdrawals; Surrender Charge; Withdrawal After the Annuity Date; Texas
Optional Retirement Program

12.........................Federal Tax Considerations

13.........................Legal Matters

14.........................Statement of Additional Information - Table of Contents

FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
----------------- -----------------------------------------------

15.........................Cover Page

16.........................Table of Contents

17.........................General Information and History

18.........................Services

19.........................Underwriters

20.........................Underwriters

21.........................Performance Information

22.........................Annuity Benefit Payments

23.........................Financial Statements
</TABLE>

<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER, 2000

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
WORCESTER, MASSACHUSETTS

This Prospectus provides important information about the Kemper Gateway
Incentive variable annuity contract issued by Allmerica Financial Life Insurance
and Annuity Company in all jurisdictions except New York. The contract is a
flexible payment tax-deferred combination variable and fixed annuity offered on
both a group and individual basis. PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE
INVESTING AND KEEP IT FOR FUTURE REFERENCE. ANNUITIES INVOLVE RISKS INCLUDING
POSSIBLE LOSS OF PRINCIPAL.

A Statement of Additional Information dated , 2000 containing more
information about this annuity. is on file with the Securities and Exchange
Commission and is incorporated by reference into this Prospectus. A copy may be
obtained free of charge by calling Annuity Client Services at 1-800-782-8380.
The Table of Contents of the Statement of Additional Information is listed on
page 3 of this Prospectus. This Prospectus and the Statement of Additional
Information can also be obtained from the Securities and Exchange Commission's
website (http://www.sec.gov).

The Variable Account, known as Separate Account KG is subdivided into
Sub-Accounts. Each Sub-Account offered as an investment option under this
contract invests exclusively in shares of one of the following portfolios:

<TABLE>
<S> <C>
KEMPER VARIABLE SERIES SCUDDER VARIABLE LIFE INVESTMENT FUND (CLASS A)
Kemper Aggressive Growth Portfolio Scudder 21st Century Growth Portfolio
Kemper Technology Growth Portfolio Scudder International Portfolio
KVS Dreman Financial Services Portfolio Scudder Global Discovery Portfolio
Kemper Small Cap Growth Portfolio Scudder Capital Growth Portfolio
Kemper Small Cap Value Portfolio Scudder Growth and Income Portfolio
KVS Dreman High Return Equity Portfolio
Kemper International Portfolio THE ALGER AMERICAN FUND
Kemper New Europe Portfolio
Kemper Global Blue Chip Portfolio Alger American Leveraged AllCap Portfolio
Kemper Growth Portfolio Alger American Balanced Portfolio
Kemper Contrarian Value Portfolio
Kemper Blue Chip Portfolio DREYFUS INVESTMENT PORTFOLIOS
Kemper Value+Growth Portfolio
KVS Index 500 Portfolio Dreyfus MidCap Stock Portfolio
Kemper Horizon 20+ Portfolio
Kemper Total Return Portfolio THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Kemper Horizon 10+ Portfolio
Kemper High Yield Portfolio Dreyfus Socially Responsible Growth Fund
Kemper Horizon 5 Portfolio
Kemper Strategic Income Portfolio WARBURG PINCUS TRUST
Kemper Investment Grade Bond Portfolio
Kemper Government Securities Portfolio Warburg Pincus Emerging Markets Portfolio
Kemper Money Market Portfolio Warburg Pincus Global Post-Venture Capital
KVS Focused Large Cap Growth Portfolio Portfolio
KVS Growth Opportunities Portfolio
KVS Growth And Income Portfolio
</TABLE>

THIS ANNUITY IS NOT A BANK DEPOSIT OR OBLIGATION; FEDERALLY INSURED; ENDORSED BY
ANY BANK OR GOVERNMENTAL AGENCY.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED THAT THE INFORMATION IN THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

DATED , 2000
<PAGE>
The Fixed Account, which is part of the Company's General Account, is an
investment option that pays an interest rate guaranteed for one year from the
time a payment is received. Another investment option, the Guarantee Period
Accounts, offers fixed rates of interest for specified periods. A Market Value
Adjustment is applied to payments removed from a Guarantee Period Account before
the end of the specified period. The Market Value Adjustment may be positive or
negative. Payments allocated to a Guarantee Period Account are held in the
Company's Separate Account GPA (except in California where they are allocated to
the General Account).

WE OFFER A VARIETY OF FIXED AND VARIABLE ANNUITY CONTRACTS. THEY MAY OFFER
FEATURES, INCLUDING INVESTMENT OPTIONS, FEES AND/OR CHARGES THAT ARE DIFFERENT
FROM THOSE IN THE CONTRACTS OFFERED BY THIS PROSPECTUS. THE CONTRACTS MAY BE
OFFERED THROUGH DIFFERENT DISTRIBUTORS. UPON REQUEST, YOUR FINANCIAL
REPRESENTATIVE CAN SHOW YOU INFORMATION REGARDING OTHER ANNUITY CONTRACTS
OFFERED BY THE COMPANY. YOU CAN ALSO CONTACT US DIRECTLY TO FIND OUT MORE ABOUT
THESE ANNUITY CONTRACTS.

THIS CONTRACT INCLUDES A VALUE ENHANCEMENT FEATURE. EXPENSES FOR THIS CONTRACT
MAY BE HIGHER THAN A CONTRACT WITHOUT A VALUE ENHANCEMENT. OVER TIME, THE AMOUNT
OF THE VALUE ENHANCEMENT MAY BE MORE THAN OFFSET BY THE FEES ASSOCIATED BY THE
VALUE ENHANCEMENT. YOU SHOULD CONSIDER THIS POSSIBILITY BEFORE PURCHASING THE
CONTRACT.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS............................................... 4
SUMMARY OF FEES AND EXPENSES................................ 6
SUMMARY OF CONTRACT FEATURES................................ 14
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE
UNDERLYING INVESTMENT COMPANIES............................ 20
INVESTMENT OBJECTIVES AND POLICIES.......................... 22
PERFORMANCE INFORMATION..................................... 25
DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE....... 27
A. Payments............................................. 27
B. Value Enhancement.................................... 28
C. Computation of Values................................ 28
The Accumulation Unit............................... 28
Net Investment Factor............................... 29
D. Right To Cancel...................................... 29
E. Transfer Privilege................................... 30
Asset Allocation Model Reallocations................ 30
Automatic Transfers (Dollar Cost Averaging)......... 30
Automatic Account Rebalancing....................... 31
F. Surrender and Withdrawals............................ 31
Systematic Withdrawals.............................. 32
Life Expectancy Distributions....................... 32
Systematic Level Free of Surrender Charge Withdrawal
Program............................................. 33
G. Death Benefit........................................ 33
Standard Death Benefit.............................. 34
Optional Enhanced Death Benefit Rider............... 34
Payment of the Death Benefit Prior to the Annuity
Date................................................ 34
H. The Spouse of the Owner as Beneficiary............... 35
I. Assignment........................................... 35
ANNUITIZATION -- THE PAYOUT PHASE........................... 36
A. Electing the Annuity Date............................ 36
B. Choosing the Annuity Payout Option................... 36
Fixed Annuity Payout Options........................ 37
Variable Annuity Payout Options..................... 37
C. Description of Annuity Payout Options................ 37
D. Variable Annuity Benefit Payments.................... 38
The Annuity Unit.................................... 38
Determination of the First Annuity Benefit
Payment............................................. 38
Determination of the Number of Annuity Units........ 39
Dollar Amount of Subsequent Variable Annuity Benefit
Payments............................................ 39
Payment of Annuity Benefit Payments................. 39
E. Transfers of Annuity Units........................... 39
F. Withdrawals After The Annuity Date................... 40
Calculation of Proportionate Reduction.............. 41
Calculation of Present Value........................ 42
Deferral of Withdrawals............................. 43
G. NORRIS Decision...................................... 43
CHARGES AND DEDUCTIONS...................................... 44
A. Variable Account Deductions.......................... 44
Mortality and Expense Risk Charge................... 44
Administrative Expense Charge....................... 44
Optional Rider Charge............................... 44
</TABLE>

2
<PAGE>
<TABLE>
<S> <C>
Other Charges....................................... 45
B. Contract Fee......................................... 45
C. Premium Taxes........................................ 45
D. Surrender Charge..................................... 46
Calculation of Surrender Charge..................... 46
Withdrawal Without Surrender Charge................. 47
Effect of Withdrawal Without Surrender Charge
Amount.............................................. 49
Reduction or Elimination of Surrender Charge and
Additional Amounts Credited......................... 49
E. Transfer Charge...................................... 51
F. Withdrawal Adjustment Charge......................... 51
GUARANTEE PERIOD ACCOUNTS................................... 52
FEDERAL TAX CONSIDERATIONS.................................. 54
A. General.............................................. 54
The Company......................................... 54
Diversification Requirements........................ 54
Investor Control.................................... 54
B. Qualified and Non-Qualified Contracts................ 55
C. Taxation of the Contract in General.................. 55
Withdrawals Prior to Annuitization.................. 55
Withdrawals After Annuitization..................... 55
Annuity Payouts After Annuitization................. 56
Penalty on Distribution............................. 56
Assignments or Transfers............................ 56
Nonnatural Owners................................... 56
Deferred Compensation Plans of State and Local
Governments and Tax-Exempt Organizations............ 57
D. Tax Withholding...................................... 57
E. Provisions Applicable to Qualified Employer Plans.... 57
Corporate and Self-Employed Pension and Profit
Sharing Plans....................................... 57
Individual Retirement Annuities..................... 57
Tax-Sheltered Annuities............................. 58
Texas Optional Retirement Program................... 58
STATEMENTS AND REPORTS...................................... 58
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........... 58
CHANGES TO COMPLY WITH LAW AND AMENDMENTS................... 59
VOTING RIGHTS............................................... 60
DISTRIBUTION................................................ 60
LEGAL MATTERS............................................... 61
FURTHER INFORMATION......................................... 61
APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT...... A-1
APPENDIX B -- SURRENDER CHARGES AND THE MARKET VALUE
ADJUSTMENT................................................. B-1
APPENDIX C -- EXAMPLES OF PRESENT VALUE WITHDRAWALS AND
PAYMENT WITHDRAWALS........................................ C-1

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
GENERAL INFORMATION AND HISTORY............................. 2
TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT AND THE
COMPANY.................................................... 3
SERVICES.................................................... 3
UNDERWRITERS................................................ 3
ANNUITY BENEFIT PAYMENTS.................................... 4
ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING)
PROGRAM.................................................... 5
PERFORMANCE INFORMATION..................................... 6
FINANCIAL STATEMENTS........................................ F-1
</TABLE>

3
<PAGE>
SPECIAL TERMS

ACCUMULATED VALUE: the total dollar amount of all values in the Sub-Accounts,
the Fixed Account and the Guarantee Period Accounts credited to the Contract on
any day before the Annuity Date.

ACCUMULATION UNIT: a measure used to calculate the value of a Sub-Account before
annuity benefit payments begin.

ANNUITANT: the person designated in the Contract whose life is used to determine
the duration of annuity benefit payments involving a life contingency. Joint
Annuitants are permitted and, unless otherwise indicated, any reference to
Annuitant shall include Joint Annuitants.

ANNUITY BENEFIT PAYMENT CHANGE FREQUENCY: the frequency (monthly, quarterly,
semi-annually or annually) that changes due to investment performance will be
reflected in the dollar value of an annuity benefit payment under a variable
annuity payout option.

ANNUITY DATE: the date specified in the Contract or a date elected later by the
Owner to begin annuity benefit payments. This date must be at least two years
after the issue date and may not be later than the Owner's (or youngest Joint
Owner's) 99th birthday.

ANNUITY UNIT: a measure used to calculate annuity benefit payments under a
variable payout option.

ANNUITY VALUE: the value of the amount applied under an annuity payout option.

COMPANY: unless otherwise specified, any reference to the "Company" shall refer
exclusively to Allmerica Financial Life Insurance and Annuity Company.

CONTRACT YEAR: a period of twelve consecutive months starting on the Contract's
issue date or on any anniversary of the issue date.

CUMULATIVE EARNINGS: the Accumulated Value reduced by total payments not
previously withdrawn.

FIXED ACCOUNT: an investment option under the Contract that guarantees principal
and a fixed minimum interest rate and which is part of the Company's General
Account.

FIXED ANNUITY PAYOUT: an annuity payout option with annuity benefit payments
that are fixed in amount and guaranteed throughout the annuity benefit payment
period.

GENERAL ACCOUNT: all the assets of the Company other than those held in a
separate account.

GROSS PAYMENT BASE: the total of all payments invested in the Contract, less any
withdrawals that exceed the Withdrawal Without Surrender Charge amount.

GUARANTEE PERIOD: the number of years that a Guaranteed Interest Rate is
credited.

GUARANTEE PERIOD ACCOUNT: an account that corresponds to a Guaranteed Interest
Rate for a specified Guarantee Period.

GUARANTEED INTEREST RATE: the annual effective rate of interest, after daily
compounding, credited to a Guarantee Period Account.

ISSUE DATE: the date the Contract is issued and the date that is used to
determine Contract days, Contract months, Contract years and Contract
anniversaries.

4
<PAGE>
MARKET VALUE ADJUSTMENT: a positive or negative adjustment assessed if any
portion of a Guarantee Period Account is withdrawn or transferred prior to the
end of its Guarantee Period.

OWNER (YOU): the person, persons (Joint Owners) or entity entitled to exercise
the rights and privileges under this Contract. Unless otherwise indicated, any
reference to Owner shall include Joint Owners.

SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a corresponding portfolio of Kemper Variable Series ("KVS"), Scudder
Variable Life Investment Fund (Class A) ("Scudder VLIF"), The Alger American
Fund ("Alger"), Dreyfus Investment Portfolios, The Dreyfus Socially Responsible
Growth Fund, Inc. (the "Dreyfus Socially Responsible Growth Fund") or Warburg
Pincus Trust.

SURRENDER VALUE: the Accumulated Value of the Contract on full surrender after
application of any applicable Contract fee, surrender charge, and Market Value
Adjustment.

UNDERLYING PORTFOLIO (OR PORTFOLIOS): an investment portfolio of KVS, Scudder
VLIF, Alger, Dreyfus Investment Portfolios, Dreyfus Socially Responsible Growth
Fund or Warburg Pincus Trust in which a Sub-Account invests.

VALUATION DATE: a day on which the unit values of the Sub-Accounts are
determined. Valuation Dates currently occur on each day on which the New York
Stock Exchange is open for trading, and on such other days (other than a day
during which no payment, withdrawal or surrender of a Contract was received)
when there is a sufficient degree of trading in an Underlying Portfolio's
portfolio securities such that the current unit value of the Sub-Accounts may be
affected materially.

VALUE ENHANCEMENT: an amount added to the Contract by the Company on every third
Contract anniversary. The amount will be a specified percentage of the
Accumulated Value.

VARIABLE ACCOUNT: Separate Account KG, one of the Company's separate accounts,
consisting of assets segregated from other assets of the Company. The investment
performance of the assets of the Variable Account is determined separately from
the other assets of the Company and the assets are not chargeable with
liabilities arising out of any other business which the Company may conduct.

VARIABLE ANNUITY PAYOUT: an annuity payout option providing for payments varying
in amount in accordance with the investment experience of the Underlying
Portfolios.

5
<PAGE>
SUMMARY OF FEES AND EXPENSES

There are certain fees and expenses that you will incur directly or indirectly
under the Contract. The purpose of the following tables is to help you
understand these various charges. The tables show (1) charges under the
Contract, (2) annual expenses of the Sub-Accounts, and (3) annual expenses of
the Portfolios. In addition to the charges and expenses described below, premium
taxes are applicable in some states and are deducted as described under
"C. Premium Taxes" under CHARGES AND DEDUCTIONS.

<TABLE>
<CAPTION>
COMPLETE YEARS
FROM DATE OF
PAYMENT CHARGE
(1) CONTRACT CHARGES: -------------- ------
<S> <C> <C>
Less than 1 8.5%
Less than 2 8.5%
Less than 3 8.5%
Less than 4 8.5%
Less than 5 7.5%
Less than 6 6.5%
Less than 7 5.5%
Less than 8 3.5%
Less than 9 1.5%
Thereafter 0%
SURRENDER CHARGE:*
During the accumulation phase, this charge may be
assessed upon surrender or withdrawals. The charge is a
percentage of payments withdrawn (in excess of any
amount that is free of surrender charge) within the
indicated time period.
</TABLE>

* From time to time, the Company may reduce or eliminate the surrender charge,
the period during which it applies, or both, and/or credit additional amounts on
Contracts when Contracts are sold to individuals or groups in a manner that
reduces sales expenses or where the Owner and Annuitant on the date of issue are
within certain classes of eligible individuals. For more information see
Reduction or Elimination of Surrender Charge and Additional Amounts Credited
under D. Surrender Charge in the CHARGES AND DEDUCTIONS section.

<TABLE>
<S> <C> <C>
TRANSFER CHARGE: None
The Company currently does not charge for processing
transfers and guarantees that the first 12 transfers in
a Contract year will not be subject to a transfer
charge. For each subsequent transfer, the Company
reserves the right to assess a charge, guaranteed never
to exceed $25, to reimburse the Company for the costs of
processing the transfer.

$35**
ANNUAL CONTRACT FEE:
During the accumulation phase, the fee is deducted
annually and upon surrender when Accumulated Value is
less than $75,000. The fee is waived for Contracts
issued to and maintained by the trustee of a 401(k)
plan.
</TABLE>

** The Contract fee may be lower in some jurisdictions. See Contract
Specifications for specific charge.

WITHDRAWAL ADJUSTMENT CHARGE:

During the annuity payout phase, you may request withdrawals which will result
in a calculation by the Company of the Present Value of future annuity
payments. For withdrawals taken within 7 years of the Issue Date, the Assumed
Investment Return ("AIR") you have chosen (in the case of a variable annuity
payout

6
<PAGE>
option) or the interest rate (in the case of a fixed annuity payout option)
used to determine the Present Value is increased by a Withdrawal Adjustment
Charge in the following manner:

<TABLE>
<S> <C>
ADJUSTMENT TO AIR OR INTEREST RATE:
If 15 or more years of annuity payments are being valued,
the increase is 1.00%*
If 10-14 years of annuity payments are being valued, the
increase is 1.50%*
If less than 10 years of annuity payments are being
valued, the increase is 2.00%*
</TABLE>

The increase to the AIR or the interest rate used to determine the Present Value
results in a greater proportionate reduction in the number of Annuity Units
(under a variable annuity payout option) or dollar amount (under a fixed annuity
payout option), than if the increase had not been made. Because each variable
annuity benefit payment is determined by multiplying the number of Annuity Units
by the value of an Annuity Unit, the reduction in the number of Annuity Units
will result in lower future variable annuity benefit payments. See "D. Variable
Annuity Benefit Payments" and "F. Withdrawals After the Annuity Date" under
ANNUITIZATION -- THE PAYOUT PHASE for additional information.

* The Withdrawal Adjustment Charge may be lower in some jurisdictions. See
Contract Specifications for the specific charge.

<TABLE>
<S> <C>
(2) ANNUAL SUB-ACCOUNT EXPENSES:
(on an annual basis as a percentage of average daily net
assets)
MORTALITY AND EXPENSE RISK CHARGE: 1.30%
ADMINISTRATIVE EXPENSE CHARGE: 0.15%
OPTIONAL 5% ENHANCED DEATH BENEFIT RIDER WITH ANNUAL
STEP-UP: 0.25%**
------
Total Annual Expenses without Rider: 1.45%
Total Annual Expenses with Rider: 1.70%
</TABLE>

** The optional Rider charge only applies during the accumulation phase.

(3) ANNUAL UNDERLYING PORTFOLIO EXPENSES:
Total expenses of the Underlying Portfolios are not fixed or specified under the
terms of the Contract and will vary from year to year. The levels of fees and
expenses also vary among the Underlying Portfolios. The following table shows
the expenses of the Underlying Portfolios as a percentage of average net assets
for the year ended December 31, 1999, as adjusted for any material changes.

7
<PAGE>

<TABLE>
<CAPTION>
TOTAL PORTFOLIO
EXPENSES (AFTER
ANY FEE
MANAGEMENT FEE REDUCTIONS/
(AFTER ANY OTHER EXPENSES WAIVERS/
FEE REDUCTIONS/ (AFTER ANY WAIVERS/ REIMBURSEMENTS
UNDERLYING PORTFOLIO VOLUNTARY WAIVERS) REIMBURSEMENTS) AND OFFSETS)
-------------------- ------------------ ------------------- ---------------
<S> <C> <C> <C>
KVS Index 500 Portfolio**.................. 0.16% 0.39% 0.55%(2)
Kemper Horizon 20+ Portfolio............... 0.60% 0.18% 0.78%(1)
Kemper Total Return Portfolio.............. 0.55% 0.06% 0.61%
Kemper Horizon 10+ Portfolio............... 0.60% 0.12% 0.72%(1)
Kemper High Yield Portfolio................ 0.60% 0.07% 0.67%
Kemper Horizon 5 Portfolio................. 0.60% 0.16% 0.76%(1)
Kemper Strategic Income Portfolio.......... 0.65% 0.28% 0.93%(3)
Kemper Investment Grade Bond Portfolio..... 0.60% 0.05% 0.65%(1)
Kemper Government Securities Portfolio..... 0.55% 0.08% 0.63%
Kemper Money Market Portfolio.............. 0.50% 0.04% 0.54%
KVS Focused Large Cap Growth
Portfolio***.............................. 0.00% 1.15% 1.15%(2)
KVS Growth Opportunities Portfolio***...... 0.00% 1.15% 1.15%(2)
KVS Growth And Income Portfolio***......... 0.00% 1.15% 1.15%(2)
Scudder 21st Century Growth Portfolio...... 0.00% 1.50% 1.50%(4)
Scudder International Portfolio............ 0.85% 0.18% 1.03%
Scudder Global Discovery Portfolio......... 0.60% 0.65% 1.25%(4)
Scudder Capital Growth Portfolio........... 0.46% 0.03% 0.49%
Scudder Growth and Income Portfolio........ 0.47% 0.08% 0.55%
Alger American Leveraged AllCap
Portfolio................................. 0.85% 0.08%(5) 0.93%
Alger American Balanced Portfolio.......... 0.75% 0.18% 0.93%
Dreyfus MidCap Stock Portfolio............. 0.75% 0.71% 1.46%(6)
Dreyfus Socially Responsible Growth Fund... 0.75% 0.04% 0.79%
Warburg Pincus Emerging Markets
Portfolio................................. 0.00% 1.40% 1.40%(7)
Warburg Pincus Global Post-Venture Capital
Portfolio................................. 1.07% 0.33% 1.40%(7)
</TABLE>

* These portfolios commenced operations on May 1, 1999, therefore "other
expenses" are annualized. Actual expenses may be greater or less than shown.

** This portfolio commenced operations on September 1, 1999, therefore "other
expenses" are annualized. Actual expenses may be greater or less than shown.

*** These portfolios commenced operations on October 29, 1999, therefore "other
expenses" are annualized. Actual expenses may be greater or less than shown.

(1) Pursuant to their respective agreements with Kemper Variable Series ("KVS"),
the investment manager and the accounting agent have agreed, for the one year
period commencing on May 1, 2000, to limit their respective fees and to
reimburse other expenses to the extent necessary to limit total operating
expenses of the following described portfolios to the amounts set forth after
the portfolio names: KVS Dreman High Return Equity (formerly Kemper-Dreman High
Return Equity) (0.87%), Kemper Value+Growth (0.84%), Kemper Contrarian Value
(0.80%), Kemper Small Cap Value (0.84%), Kemper Horizon 5 (0.97%), Kemper
Horizon 10+ (0.83%), Kemper Horizon 20+ (0.93%), Kemper Investment Grade Bond
(0.80%), and Kemper Blue Chip (0.95%). The amounts set forth in the table above
reflect actual expenses for the past fiscal year, which were at or lower than
these expense limits, after the benefit of any custodial credits, as reflected
in the table.

(2) Pursuant to their respective agreements with KVS, the investment manager and
the accounting agent have agreed, for the one year period commencing on May 1,
2000, to limit their respective fees and to reimburse other expenses to the
extent necessary to limit total operating expenses of the KVS Focused Large Cap
Growth, KVS Growth And Income, KVS Growth Opportunities, KVS Index 500 (formerly
Kemper

8
<PAGE>
Index 500), Kemper Aggressive Growth, Kemper Technology Growth, KVS Dreman
Financial Services (formerly Kemper-Dreman Financial Services), Kemper New
Europe (formerly Kemper International Growth and Income), and Kemper Global Blue
Chip Portfolios of KVS to the amounts set forth in the Total Portfolio Expenses
column of the table above. Without taking into effect these expense caps, for
the Kemper Aggressive Growth, Kemper Technology Growth, KVS Dreman Financial
Services, Kemper New Europe, Kemper Global Blue Chip, KVS Index 500, KVS Growth
Opportunities, KVS Growth And Income, and KVS Focused Large Cap Growth
Portfolios of KVS, management fees are estimated to be 0.75%, 0.75%, 0.75%,
1.00%, 1.00%, 0.45%, 0.95%, 0.95%, and 0.95%, respectively. Other expenses are
estimated to be 1.91%, 0.44%, 0.29%, 3.30%, 2.47%, 0.39%, 1.65%, 1.63%, and
6.54%, respectively; and total operating expenses would have been 2.66%, 1.19%,
1.04%, 4.30%, 3.47%, 0.84%, 2.60%, 2.58%, and 7.49%, respectively. In addition,
for the Kemper New Europe and Kemper Global Blue Chip Portfolios, the investment
manager has agreed to limit its management fees to 0.70% and 0.85%,
respectively, of such portfolios for one year, commencing May 1, 2000.

(3) Pursuant to their respective agreements with KVS, the investment manager and
the accounting agent have agreed, for the one year period commencing on May 1,
2000, to limit their respective fees and to reimburse other expenses to the
extent necessary to limit total operating expenses of Kemper Strategic Income
Portfolio (formerly Kemper Global Income) to 1.05%. The Management Fee,
reflected in the above table, has been restated to reflect a fee reduction
effective May 1, 2000 and the Other Expenses reflect actual expenses for the
past fiscal year.

(4) The investment manager for the Scudder 21st Century Growth Portfolio and
Scudder Global Discovery Portfolio has agreed, for the period from May 1, 2000
through April 30, 2001, to maintain the expenses at 1.50% and 1.25%,
respectively, of the Portfolio's average daily net assets. Without taking into
effect these expense caps, the management fees would be 0.875% and 0.975%,
respectively, other expenses are estimated to be 1.02% and 0.65%, respectively,
and total operating expenses are estimated to be 1.90% and 1.63%, respectively.

(5) Included in "Other Expenses" of the Alger American Leveraged AllCap
Portfolio is 0.01% of interest expense.

(6) The Dreyfus Corporation, the Dreyfus MidCap Stock Portfolio's investment
advisor, has voluntarily agreed to waive receipt of its fees and/or assume the
expenses of the portfolio so that total expenses (excluding taxes, brokerage
commissions, extraordinary expenses, interest expenses and commitment fees on
borrowings) do not exceed 1.00%. Total portfolio expenses prior to waivers
and/or reimbursements by the investment advisor, total 1.46%, annualized, at
December 31, 1999.

(7) The investment adviser of the Warburg Pincus Emerging Markets Portfolio and
Warburg Pincus Global Post-Venture Capital Portfolio has voluntarily agreed to
waive or reimburse a portion of the management fees and/or other expenses
resulting in a reduction of total expenses. Absent any waiver or reimbursement,
the Management Fee, Other Expenses and Total Portfolio Expenses would have been
1.25%, 1.88% and 3.13% for the Warburg Pincus Emerging Markets Portfolio and
1.25%, 0.33% and 1.58% for the Warburg Pincus Global Post-Venture Capital
Portfolio, respectively, for the year ended December 31, 1999.

The Underlying Portfolio information above was provided by the Underlying
Portfolios and was not independently verified by the Company.

EXPENSE EXAMPLES: The following examples demonstrate the cumulative expenses
which an Owner would pay at 1-year, 3-year, 5-year and 10-year intervals under
certain contingencies. Each example assumes a $1,000 investment in a Sub-Account
and a 5% annual return on assets and further assumes that the voluntary expense
limitations and the Underlying Portfolio expenses listed above remain the same
in each of the 1, 3, 5, and 10-year intervals. As required by rules of the
Securities and Exchange Commission ("SEC"), the Contract fee is reflected in the
examples by a method designed to show the "average" impact on an investment

9
<PAGE>
in the Variable Account. The total Contract fees collected are divided by the
total average net assets attributable to the Contracts. The resulting percentage
is 0.03%, and the amount of the Contract fee is assumed to be $0.30 in the
examples. The Contract fee is only deducted when the Accumulated Value is less
than $75,000. Lower costs apply to Contracts owned and maintained under a 401(k)
plan. Because the expenses of the Underlying Portfolios differ, separate
examples are used to illustrate the expenses incurred by an Owner on an
investment in the various Sub-Accounts.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

(1)(a) If, at the end of the applicable time period and prior to the Annuity
Date, you surrender your Contract, you would have paid the following expenses on
a $1,000 investment, assuming a 5% annual return on assets, and no Riders.

<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth Portfolio......................... $101 $157 $205 $277
Kemper Technology Growth Portfolio......................... $101 $157 $205 $277
KVS Dreman Financial Services Portfolio.................... $102 $158 $207 $281
Kemper Small Cap Growth Portfolio.......................... $ 99 $150 $193 $253
Kemper Small Cap Value Portfolio........................... $100 $154 $199 $266
KVS Dreman High Return Portfolio........................... $101 $154 $200 $268
Kemper International Portfolio............................. $101 $156 $204 $276
Kemper New Europe Portfolio................................ $103 $161 $213 $294
Kemper Global Blue Chip Portfolio.......................... $107 $173 $233 $336
Kemper Growth Portfolio.................................... $ 99 $149 $190 $248
Kemper Contrarian Value Portfolio.......................... $100 $152 $197 $262
Kemper Blue Chip Portfolio................................. $ 99 $150 $193 $253
Kemper Value+Growth Portfolio.............................. $100 $153 $199 $265
KVS Index 500 Portfolio.................................... $ 98 $145 $185 $236
Kemper Horizon 20+ Portfolio............................... $100 $152 $196 $260
Kemper Total Return Portfolio.............................. $ 98 $147 $188 $243
Kemper Horizon 10+ Portfolio............................... $ 99 $150 $193 $254
Kemper High Yield Portfolio................................ $ 99 $149 $191 $249
Kemper Horizon 5 Portfolio................................. $100 $151 $195 $258
Kemper Strategic Income Portfolio.......................... $101 $156 $204 $275
Kemper Investment Grade Bond Portfolio..................... $ 99 $148 $190 $247
Kemper Government Securities Portfolio..................... $ 98 $148 $189 $245
Kemper Money Market Portfolio.............................. $ 98 $145 $184 $235
KVS Focused Large Cap Growth Portfolio..................... $103 $162 $214 $297
KVS Growth Opportunities Portfolio......................... $103 $162 $214 $297
KVS Growth And Income Portfolio............................ $103 $162 $214 $297
Scudder 21st Century Growth Portfolio...................... $106 $172 $230 $330
Scudder International Portfolio............................ $102 $159 $208 $285
Scudder Global Discovery Portfolio......................... $104 $165 $219 $307
Scudder Capital Growth Portfolio........................... $ 97 $144 $181 $230
Scudder Growth and Income Portfolio........................ $ 98 $145 $185 $236
Alger American Leveraged AllCap Portfolio.................. $101 $156 $204 $275
Alger American Balanced Portfolio.......................... $101 $156 $204 $275
Dreyfus MidCap Stock Portfolio............................. $106 $171 $228 $327
Dreyfus Socially Responsible Growth Fund................... $100 $152 $197 $261
Warburg Pincus Emerging Markets Portfolio.................. $106 $169 $225 $321
Warburg Pincus Global Post-Venture Capital Portfolio....... $106 $169 $225 $321
</TABLE>

10
<PAGE>
(1)(b) If, at the end of the applicable time period and prior to the Annuity
Date, you surrender your Contract, you would have paid the following expenses on
a $1,000 investment, assuming a 5% annual return on assets and election at issue
of the 5% Enhanced Death Benefit Rider With Annual Step-Up.

<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth Portfolio......................... $104 $163 $216 $302
Kemper Technology Growth Portfolio......................... $104 $163 $216 $302
KVS Dreman Financial Services Portfolio.................... $104 $165 $218 $306
Kemper Small Cap Growth Portfolio.......................... $101 $157 $205 $278
Kemper Small Cap Value Portfolio........................... $103 $160 $211 $291
KVS Dreman High Return Portfolio........................... $103 $161 $212 $293
Kemper International Portfolio............................. $104 $163 $216 $301
Kemper New Europe Portfolio................................ $105 $168 $224 $318
Kemper Global Blue Chip Portfolio.......................... $109 $180 $244 $359
Kemper Growth Portfolio.................................... $101 $155 $203 $273
Kemper Contrarian Value Portfolio.......................... $102 $159 $209 $287
Kemper Blue Chip Portfolio................................. $101 $157 $205 $278
Kemper Value+Growth Portfolio.............................. $103 $160 $211 $290
KVS Index 500 Portfolio.................................... $100 $152 $197 $262
Kemper Horizon 20+ Portfolio............................... $102 $159 $208 $285
Kemper Total Return Portfolio.............................. $101 $154 $200 $268
Kemper Horizon 10+ Portfolio............................... $102 $157 $206 $279
Kemper High Yield Portfolio................................ $101 $156 $203 $274
Kemper Horizon 5 Portfolio................................. $102 $158 $207 $283
Kemper Strategic Income Portfolio.......................... $104 $163 $215 $300
Kemper Investment Grade Bond Portfolio..................... $101 $155 $202 $272
Kemper Government Securities Portfolio..................... $101 $155 $201 $270
Kemper Money Market Portfolio.............................. $100 $152 $197 $261
KVS Focused Large Cap Growth Portfolio..................... $106 $169 $225 $321
KVS Growth Opportunities Portfolio......................... $106 $169 $225 $321
KVS Growth And Income Portfolio............................ $106 $169 $225 $321
Scudder 21st Century Growth Portfolio...................... $109 $178 $241 $354
Scudder International Portfolio............................ $104 $166 $220 $309
Scudder Global Discovery Portfolio......................... $106 $172 $230 $330
Scudder Capital Growth Portfolio........................... $ 99 $151 $194 $256
Scudder Growth and Income Portfolio........................ $100 $152 $197 $262
Alger American Leveraged AllCap Portfolio.................. $104 $163 $215 $300
Alger American Balanced Portfolio.......................... $104 $163 $215 $300
Dreyfus MidCap Stock Portfolio............................. $108 $177 $239 $350
Dreyfus Socially Responsible Growth Fund................... $102 $159 $209 $286
Warburg Pincus Emerging Markets Portfolio.................. $108 $176 $237 $344
Warburg Pincus Global Post-Venture Capital Portfolio....... $108 $176 $237 $344
</TABLE>

11
<PAGE>
(2)(a) If, at the end of the applicable time period you either (1) annuitize
your Contract or (2) do not surrender your Contract, you would have paid the
following expenses on a $1,000 investment, assuming a 5% annual return on
assets, and no Riders.

<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth Portfolio......................... $25 $76 $130 $277
Kemper Technology Growth Portfolio......................... $25 $76 $130 $277
KVS Dreman Financial Services Portfolio.................... $25 $77 $132 $281
Kemper Small Cap Growth Portfolio.......................... $22 $69 $118 $253
Kemper Small Cap Value Portfolio........................... $24 $73 $124 $266
KVS Dreman High Return Portfolio........................... $24 $73 $125 $268
Kemper International Portfolio............................. $25 $76 $129 $276
Kemper New Europe Portfolio................................ $26 $81 $138 $294
Kemper Global Blue Chip Portfolio.......................... $31 $94 $160 $336
Kemper Growth Portfolio.................................... $22 $67 $115 $248
Kemper Contrarian Value Portfolio.......................... $23 $71 $122 $262
Kemper Blue Chip Portfolio................................. $22 $69 $118 $253
Kemper Value+Growth Portfolio.............................. $23 $72 $124 $265
KVS Index 500 Portfolio.................................... $21 $64 $110 $236
Kemper Horizon 20+ Portfolio............................... $23 $71 $121 $260
Kemper Total Return Portfolio.............................. $21 $66 $113 $243
Kemper Horizon 10+ Portfolio............................... $22 $69 $118 $254
Kemper High Yield Portfolio................................ $22 $67 $116 $249
Kemper Horizon 5 Portfolio................................. $23 $70 $120 $258
Kemper Strategic Income Portfolio.......................... $24 $75 $129 $275
Kemper Investment Grade Bond Portfolio..................... $22 $67 $115 $247
Kemper Government Securities Portfolio..................... $21 $66 $114 $245
Kemper Money Market Portfolio.............................. $21 $64 $109 $235
KVS Focused Large Cap Growth Portfolio..................... $27 $82 $140 $297
KVS Growth Opportunities Portfolio......................... $27 $82 $140 $297
KVS Growth And Income Portfolio............................ $27 $82 $140 $297
Scudder 21st Century Growth Portfolio...................... $30 $92 $157 $330
Scudder International Portfolio............................ $25 $78 $134 $285
Scudder Global Discovery Portfolio......................... $28 $85 $145 $307
Scudder Capital Growth Portfolio........................... $20 $62 $106 $230
Scudder Growth and Income Portfolio........................ $21 $64 $110 $236
Alger American Leveraged AllCap Portfolio.................. $24 $75 $129 $275
Alger American Balanced Portfolio.......................... $24 $75 $129 $275
Dreyfus MidCap Stock Portfolio............................. $30 $91 $155 $327
Dreyfus Socially Responsible Growth Fund................... $23 $71 $122 $261
Warburg Pincus Emerging Markets Portfolio.................. $29 $89 $152 $321
Warburg Pincus Global Post-Venture Capital Portfolio....... $29 $89 $152 $321
</TABLE>

12
<PAGE>
(2)(b) If, at the end of the applicable time period you either (1) annuitize
your Contract or (2) do not surrender your Contract, you would have paid the
following expenses on a $1,000 investment, assuming an annual 5% return on
assets and election at issue of the 5% Enhanced Death Benefit Rider With Annual
Step-Up.

<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth Portfolio......................... $27 $ 83 $142 $302
Kemper Technology Growth Portfolio......................... $27 $ 83 $142 $302
KVS Dreman Financial Services Portfolio.................... $28 $ 85 $144 $306
Kemper Small Cap Growth Portfolio.......................... $25 $ 76 $130 $278
Kemper Small Cap Value Portfolio........................... $26 $ 80 $137 $291
KVS Dreman High Return Portfolio........................... $26 $ 81 $138 $293
Kemper International Portfolio............................. $27 $ 83 $142 $301
Kemper New Europe Portfolio................................ $29 $ 88 $151 $318
Kemper Global Blue Chip Portfolio.......................... $33 $101 $172 $359
Kemper Growth Portfolio.................................... $24 $ 75 $128 $273
Kemper Contrarian Value Portfolio.......................... $26 $ 79 $135 $287
Kemper Blue Chip Portfolio................................. $25 $ 76 $130 $278
Kemper Value+Growth Portfolio.............................. $26 $ 80 $136 $290
KVS Index 500 Portfolio.................................... $23 $ 71 $122 $262
Kemper Horizon 20+ Portfolio............................... $25 $ 78 $134 $285
Kemper Total Return Portfolio.............................. $24 $ 73 $125 $268
Kemper Horizon 10+ Portfolio............................... $25 $ 77 $131 $279
Kemper High Yield Portfolio................................ $24 $ 75 $128 $274
Kemper Horizon 5 Portfolio................................. $25 $ 78 $133 $283
Kemper Strategic Income Portfolio.......................... $27 $ 83 $141 $300
Kemper Investment Grade Bond Portfolio..................... $24 $ 74 $127 $272
Kemper Government Securities Portfolio..................... $24 $ 74 $126 $270
Kemper Money Market Portfolio.............................. $23 $ 71 $122 $261
KVS Focused Large Cap Growth Portfolio..................... $29 $ 89 $152 $321
KVS Growth Opportunities Portfolio......................... $29 $ 89 $152 $321
KVS Growth And Income Portfolio............................ $29 $ 89 $152 $321
Scudder 21st Century Growth Portfolio...................... $33 $100 $169 $354
Scudder International Portfolio............................ $28 $ 86 $146 $309
Scudder Global Discovery Portfolio......................... $30 $ 92 $157 $330
Scudder Capital Growth Portfolio........................... $23 $ 70 $119 $256
Scudder Growth and Income Portfolio........................ $23 $ 71 $122 $262
Alger American Leveraged AllCap Portfolio.................. $27 $ 83 $141 $300
Alger American Balanced Portfolio.......................... $27 $ 83 $141 $300
Dreyfus MidCap Stock Portfolio............................. $32 $ 98 $167 $350
Dreyfus Socially Responsible Growth Fund................... $26 $ 79 $134 $286
Warburg Pincus Emerging Markets Portfolio.................. $32 $ 97 $164 $344
Warburg Pincus Global Post-Venture Capital Portfolio....... $32 $ 97 $164 $344
</TABLE>

13
<PAGE>
SUMMARY OF CONTRACT FEATURES

WHAT ARE SOME OF THE FEATURES OF THIS VARIABLE ANNUITY CONTRACT?

The variable annuity contract ("Contract") is an insurance contract designed to
help you, the Owner, accumulate assets for your retirement or other important
financial goals on a tax-deferred basis. The Contract may be purchased up to age
85 of the oldest Owner or, if the Owner is not a natural person, the oldest
Annuitant. The Contract combines the concept of professional money management
with the attributes of an annuity contract. Features available through the
Contract include:

- a customized investment portfolio;

- a Value Enhancement added to your Contract on every third Contract
anniversary equal to 1% of the Accumulated Value on such Contract
anniversary;

- 26 KVS Portfolios, 5 Scudder VLIF Portfolios 2 Alger Portfolios, 1 Dreyfus
Investment Portfolios Portfolio, 1 Dreyfus Socially Responsible Growth
Fund Portfolio and 2 Warburg Pincus Trust Portfolios;

- a Fixed Account;

- Guarantee Period Accounts;

- experienced professional investment advisers;

- tax deferral on earnings;

- guarantees that can protect your family;

- withdrawals during the accumulation and annuitization phases; and

- income that you can receive for life.

WHAT HAPPENS IN THE ACCUMULATION PHASE?

The Contract has two phases: an accumulation phase and, if you choose to
annuitize, an annuity payout phase (described below). During the accumulation
phase, you may allocate your initial payment and any additional payments to the
combination of portfolios of securities ("Underlying Portfolios") under your
Contract, to the Guarantee Period Accounts, and to the Fixed Account
(collectively "the investment options.") You select the investment options most
appropriate for your investment needs. As those needs change, you may also
change your allocation without incurring any tax consequences. Your Contract's
Accumulated Value is based on the investment performance of the Underlying
Portfolios and any accumulations in the Guarantee Period Accounts and the Fixed
Account. You do not pay taxes on any earnings under the Contract until you
withdraw money. In addition, during the accumulation phase, your beneficiaries
receive certain protections in the event of your death. See discussion below:
WHAT HAPPENS UPON MY DEATH DURING THE ACCUMULATION PHASE?

WHAT IS THE VALUE ENHANCEMENT?

During the accumulation phase, on every third Contract anniversary, a Value
Enhancement will be added to the Contract's Accumulated Value. Each Value
Enhancement is immediately allocated on a pro-rata basis. The Value Enhancement
is equal to 1% of the Accumulated Value on every third Contract anniversary.

14
<PAGE>
The Company uses a portion of the mortality and expense risk charge and the
surrender charge to help recover the expenses associated with the Value
Enhancement. Even though the Value Enhancement is credited during the
accumulation phase only, the mortality and expense risk charge applies during
both the accumulation phase and the annuity payout phase.

WHAT HAPPENS UPON MY DEATH DURING THE ACCUMULATION PHASE?

If you or a Joint Owner dies before the Annuity Date, a standard death benefit
will be paid to the beneficiary. (No death benefit is payable at the death of
any Annuitant except when the Owner is not a natural person.) An optional
Enhanced Death Benefit Rider is also available at issue for an additional
charge. See "G. Death Benefit" under DESCRIPTION OF THE CONTRACT -- THE
ACCUMULATION PHASE.

WHAT HAPPENS IN THE ANNUITY PAYOUT PHASE?

During the annuity payout phase, you, or the payee you designate, can receive
income based on one of the numerous annuity payout options available under the
Contract. You choose:

- the annuity payout option;

- the date annuity benefit payments begin but no earlier than 2 years after
the Issue Date; and

- whether you want variable annuity benefit payments based on the investment
performance of the Underlying Portfolios, fixed-amount annuity benefit
payments with payment amounts guaranteed by the Company, or a combination
of fixed-amount and variable annuity benefit payments.

You may also take withdrawals during the annuity payout phase. The type of
withdrawal and the number of withdrawals that may be made each calendar year
depend upon whether the Owner annuitizes under an annuity payout option with
payments based on the life of one or more Annuitants with no guaranteed payments
(a "Life" annuity payout option), under a life annuity payout option that in
part provides for a guaranteed number of payments (a "Life With Period Certain"
or "Life With Cash Back" annuity payout option), or an annuity payout option
based on a guaranteed number of payments (a "Period Certain" annuity payout
option). Under a Life annuity payout option, the Owner may make one Payment
Withdrawal each calendar year. Under a Life with Period Certain or Life with
Cash Back annuity payout option, the Owner may make one Payment Withdrawal and
one Present Value Withdrawal in each calendar year. Under a Period Certain
annuity payout option, the Owner may make multiple Present Value Withdrawals
each calendar year. For more information, see "F. Withdrawals After the Annuity
Date" under ANNUITIZATION -- THE PAYOUT PHASE. In addition, if you choose a
variable payout option, you may transfer among the available Sub-Accounts.

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

The Contract is between you, (the "Owner"), and us, Allmerica Financial Life
Insurance and Annuity Company. Each Contract has an Owner (or an Owner and a
Joint Owner), an Annuitant (or an Annuitant and a Joint Annuitant) and one or
more beneficiaries. As Owner, you may:

- make payments

- choose investment allocations

- choose annuity payout options

- receive annuity benefit payments (or designate someone else to receive
annuity benefit payments)

- select the Annuitant and beneficiary.

15
<PAGE>
The Annuitant is the person whose life is used to determine the duration of
annuity benefit payments involving a life contingency. There must be at least
one Annuitant at all times. If an Annuitant dies and a replacement is not named,
the Owner will become the new Annuitant. The beneficiary is the person(s) or
entity entitled to the death benefit at the death of a sole Owner prior to the
Annuity Date. In the case of the death of a Joint Owner, the surviving Joint
Owner will receive the death benefit. Under certain circumstances, the
beneficiary may be entitled to annuity benefit payments upon the death of an
Owner on or after the Annuity Date.

HOW MUCH CAN I INVEST AND HOW OFTEN?

During the accumulation phase, you may make additional payments. Total payments
under the Contract can exceed $5,000,000 only with the Company's prior approval.
The number and frequency of your payments are flexible, subject only to a $5,000
minimum for your initial payment and a $50 minimum for any additional payments.
A lower initial payment is permitted for certain qualified plans and where
monthly payments are being forwarded directly from a financial institution. A
minimum of $1,000 is always required to establish a Guarantee Period Account.

WHAT ARE MY INVESTMENT CHOICES?

You may choose among the Sub-Accounts investing in the Underlying Portfolios,
the Guarantee Period Accounts and the Fixed Account.

<TABLE>
<S> <C>
KEMPER VARIABLE SERIES SCUDDER VARIABLE LIFE INVESTMENT FUND (CLASS
Kemper Aggressive Growth Portfolio A)
Kemper Technology Growth Portfolio Scudder 21st Century Growth Portfolio
KVS Dreman Financial Services Portfolio Scudder International Portfolio
Kemper Small Cap Growth Portfolio Scudder Global Discovery Portfolio
Kemper Small Cap Value Portfolio Scudder Capital Growth Portfolio
KVS Dreman High Return Equity Portfolio Scudder Growth and Income Portfolio
Kemper International Portfolio
Kemper New Europe Portfolio THE ALGER AMERICAN FUND
Kemper Global Blue Chip Portfolio Alger American Leveraged AllCap Portfolio
Kemper Growth Portfolio Alger American Balanced Portfolio
Kemper Contrarian Value Portfolio
Kemper Blue Chip Portfolio DREYFUS INVESTMENT PORTFOLIOS
Kemper Value+Growth Portfolio Dreyfus MidCap Stock Portfolio
KVS Index 500 Portfolio
Kemper Horizon 20+ Portfolio THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND,
Kemper Total Return Portfolio INC.
Kemper Horizon 10+ Portfolio Dreyfus Socially Responsible Growth Fund
Kemper High Yield Portfolio
Kemper Horizon 5 Portfolio WARBURG PINCUS TRUST
Kemper Strategic Income Portfolio Warburg Pincus Emerging Markets Portfolio
Kemper Investment Grade Bond Portfolio Warburg Pincus Global Post-Venture Capital
Kemper Government Securities Portfolio Portfolio
Kemper Money Market Portfolio
KVS Focused Large Cap Growth Portfolio
KVS Growth Opportunities Portfolio
KVS Growth And Income Portfolio
</TABLE>

Each Underlying Portfolio operates pursuant to different investment objectives
and this range of investment options enables you to allocate your money among
the Underlying Portfolios to meet your particular

16
<PAGE>
investment needs. For a more detailed description of the Underlying Portfolios,
see INVESTMENT OBJECTIVES AND POLICIES.

GUARANTEE PERIOD ACCOUNTS. Assets supporting the guarantees under the Guarantee
Period Accounts are held in the Company's Separate Account GPA, a non-unitized
insulated separate account (except in California, where assets are held in the
Company's General Account). Values and benefits calculated on the basis of
Guarantee Period Account allocations, however, are obligations of the Company's
General Account. Amounts allocated to a Guarantee Period Account earn a
Guaranteed Interest Rate declared by the Company. The level of the Guaranteed
Interest Rate depends on the number of years of the Guarantee Period selected.
The Company may offer up to nine Guarantee Periods ranging from two to ten years
in duration. Once declared, the Guaranteed Interest Rate will not change during
the duration of the Guarantee Period.

If amounts allocated to a Guarantee Period Account are transferred, surrendered
or applied to any annuity payout option at any time other than the day following
the last day of the applicable Guarantee Period, a Market Value Adjustment will
apply that may increase or decrease the value. However, this adjustment will
never be applied against your principal. In addition, earnings in the GPA AFTER
application of the Market Value Adjustment will not be less than an effective
annual rate of 3%. For more information about the Guarantee Period Accounts and
the Market Value Adjustment, see GUARANTEE PERIOD ACCOUNTS.

THE GUARANTEE PERIOD ACCOUNTS ARE NOT AVAILABLE IN ALL STATES AND ARE NOT
OFFERED AFTER ANNUITIZATION.

FIXED ACCOUNT. The Fixed Account is part of the General Account, which consists
of all the Company's assets other than those allocated to the Variable Account
and any other separate account. Allocations to the Fixed Account are guaranteed
as to principal and a minimum rate of interest. Additional excess interest may
be declared periodically at the Company's discretion. The initial rate in effect
on the date an amount is allocated to the Fixed Account will be guaranteed for
one year from that date. For more information about the Fixed Account, see
APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT.

For a discussion of the optional Rider charge and the Fixed Account and the
Guarantee Period Accounts, see APPENDIX A -- MORE INFORMATION ABOUT THE FIXED
ACCOUNT and GUARANTEE PERIOD ACCOUNTS.

WHO ARE THE INVESTMENT ADVISERS OF THE UNDERLYING PORTFOLIOS?

Scudder Kemper Investments, Inc. ("Scudder Kemper") is the investment manager of
each Portfolio of KVS and each Portfolio of Scudder VLIF. Scudder Investments
(U.K.) Limited, an affiliate of Scudder Kemper, is the sub-adviser for the
Kemper International Portfolio and the Kemper Global Income Portfolio. Dreman
Value Management, L.L.C. is the sub-adviser for the KVS Dreman Financial
Services Portfolio and KVS Dreman High Return Equity Portfolio. Scudder Kemper
is the investment manager of the Guarantee Period Accounts pursuant to an
investment advisory agreement between the Company and Scudder Kemper. Bankers
Trust Company is the sub-adviser for the KVS Index 500 Portfolio. Bankers Trust
Company is the sub-adviser for the Kemper Index 500 Portfolio. Eagle Asset
Management, Inc. ("EAM") is the sub-adviser for the KVS Focused Large Cap Growth
Portfolio and Janus Capital Corporation ("JCC") is the sub-adviser for the KVS
Growth Opportunities and KVS Growth And Income Portfolios pursuant to
sub-advisory agreements between Scudder Kemper and EAM and JCC. The investment
manager for the Alger American Leveraged AllCap and Alger American Balanced
Portfolios is Fred Alger Management, Inc. The Dreyfus Corporation serves as the
investment adviser to the Dreyfus MidCap Stock Portfolio and the Dreyfus
Socially Responsible Growth Fund. NCM Capital Management Group, Inc. provides
sub-investment advisory services for the Dreyfus Socially Responsible Growth
Fund. Credit Suisse Asset Management, LLC ("CSAM") is the investment adviser for
the Warburg Pincus Emerging Markets and Warburg Pincus Global Post-Venture
Capital Portfolios. Abbott Capital Management, LLC provides sub-investment
advisory services for the Warburg Pincus Global Post-Venture Capital Portfolio.

17
<PAGE>
CAN I MAKE TRANSFERS AMONG THE INVESTMENT OPTIONS?

Yes. During the accumulation phase, you may transfer among the Sub-Accounts
investing in the Underlying Portfolios, the Guarantee Period Accounts and the
Fixed Account. During the annuity payout phase, if you have elected a variable
option, you may transfer only among the Sub-Accounts. You will incur no current
taxes on transfers while your money remains in the Contract. See "E. Transfer
Privilege" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE and
"E. Transfers of Annuity Units" under ANNUITIZATION -- THE PAYOUT PHASE.

The first 12 transfers in a Contract year are guaranteed to be free of a
transfer charge. For each subsequent transfer in a Contract year, the Company
does not currently charge but reserves the right to assess a processing charge
guaranteed never to exceed $25.

If you authorize automatic periodic transfers (under an Asset Allocation Model
Reallocation program, Automatic Transfers program (Dollar Cost Averaging) or
Automatic Account Rebalancing program), the first automatic transfer or
rebalancing under a request counts as one transfer for purposes of the 12
transfers guaranteed to be free of a transfer charge in each Contract year. Each
subsequent automatic transfer or rebalancing under that request is without
charge and does not reduce the remaining number of transfers which may be made
free of charge.

WHAT IF I NEED MY MONEY BEFORE THE ANNUITY PAYOUT PHASE BEGINS?

Before the annuity payout phase begins, you may surrender your Contract or make
withdrawals at any time. A 10% tax penalty may apply on all amounts deemed to be
earnings if you are under age 59 1/2. Each calendar year you can withdraw
without a surrender charge the Withdrawal Without Surrender Charge Amount. The
maximum that can be withdrawn without a surrender charge in a calendar year is
12% of the Gross Payment Base. When the first withdrawal is taken, the Gross
Payment Base is equal to total payments made to the Contract. When subsequent
withdrawals are taken, the Gross Payment Base reduces. For a detailed discussion
of how the Withdrawal Without Surrender Charge Amount is calculated, please see
CHARGES AND DEDUCTIONS, "D. Surrender Charge."

In addition, WHERE PERMITTED BY LAW, the Company will waive surrender charges
if, after the Contract is issued:

- you become disabled before you attain age 65; or

- you are diagnosed with a fatal illness or are confined in a medical care
facility for the later of 90 consecutive days or one year after the Issue
Date.

Additional amounts may be withdrawn at any time. However, the withdrawal of
payments that have not been invested in the Contract for more than nine years
may be subject to a surrender charge. A Market Value Adjustment will apply to
withdrawals from a Guarantee Period Account prior to the expiration of the
Guarantee Period.

To the extent it exceeds the Withdrawal Without Surrender Charge Amount
described above, the Owner of a qualified Contract or a Contract issued under a
Section 457 Deferred Compensation Plan may take each calendar year, without
surrender charge, an amount calculated by the Company based on his or her life
expectancy.

CAN I EXAMINE THE CONTRACT?

Yes. Your Contract will be delivered to you after your purchase. If you return
the Contract to the Company within ten days of receipt, the Contract will be
cancelled. There may be a longer period in certain jurisdictions; see the "Right
to Examine" provision on the cover of your Contract.

18
<PAGE>
If you cancel the Contract, you will receive the Contract's Accumulated Value
adjusted for any Market Value Adjustment for amounts allocated to a Guarantee
Period Account, plus any fees or charges that may have been deducted. However,
if required in your state or if the Contract was issued as an Individual
Retirement Annuity (IRA), you will generally receive a refund of your gross
payment(s). In certain jurisdictions this refund may be the greater of
(1) gross payment(s) or (2) the Accumulated Value adjusted for any Market Value
Adjustment, plus any fees or charges previously deducted. See "D. Right to
Cancel" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE.

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

You can make several changes after receiving your Contract:

- You may assign your ownership to someone else, except under certain
qualified plans.

- You may change the beneficiary, unless you have designated an irrevocable
beneficiary.

- You may change your allocation of payments.

- You may make transfers among the Sub-Accounts without any tax
consequences.

- You may cancel your Contract within ten days of delivery (or longer if
required by state law).

19
<PAGE>
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
AND THE UNDERLYING INVESTMENT COMPANIES

THE COMPANY. Allmerica Financial Life Insurance and Annuity Company ("Allmerica
Financial") is a life insurance company organized under the laws of Delaware in
July 1974. Its Principal Office is located at 440 Lincoln Street, Worcester, MA
01653, telephone 508-855-1000. Allmerica Financial is subject to the laws of the
state of Delaware governing insurance companies and to regulation by the
Commissioner of Insurance of Delaware. In addition, Allmerica Financial is
subject to the insurance laws and regulations of other states and jurisdictions
in which it is licensed to operate. As of December 31, 1999, Allmerica Financial
had over $17 billion in assets and over $26 billion of life insurance in force.

Effective October 1, 1995, Allmerica Financial changed its name from SMA Life
Assurance Company to Allmerica Financial Life Insurance and Annuity Company.
Allmerica Financial is a wholly owned subsidiary of First Allmerica Financial
Life Insurance Company ("First Allmerica") which, in turn, is a wholly owned
subsidiary of Allmerica Financial Corporation ("AFC").

Allmerica Financial is a charter members of the Insurance Marketplace Standards
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.

THE VARIABLE ACCOUNT. The Company maintains a separate account called Separate
Account KG (the "Variable Account"). The Variable Account of Allmerica Financial
was authorized by vote of the Board of Directors of the Company on June 13,
1996. The Variable Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 ("the 1940 Act"). This registration
does not involve the supervision or management of investment practices or
policies of the Variable Account or the Company by the SEC.

The Variable Account is a separate investment account of the Company. The assets
used to fund the variable portions of the Contracts are set aside in the
Sub-Accounts of the Variable Account, and are kept separate and apart from the
general assets of the Company. Each Sub-Account is administered and accounted
for as part of the general business of the Company. The income, capital gains or
capital losses of each Sub-Account, however, are allocated to each Sub-Account,
without regard to any other income, capital gains, or capital losses of the
Company. Obligations under the Contracts are obligations of the Company. Under
Delaware law, the assets of the Variable Account may not be charged with any
liabilities arising out of any other business of the Company.

We reserve the right, subject to compliance with applicable law, to change the
names of the Variable Account and the Sub-Accounts. We also offer other variable
annuity contracts investing in the Variable Account which are not discussed in
this Prospectus. In addition the Variable Account may invest in other underlying
portfolios which are not available to the Contracts described in this
Prospectus.

THE UNDERLYING INVESTMENT COMPANIES

KEMPER VARIABLE SERIES. Kemper Variable Series ("KVS"), is a series-type mutual
fund registered with the SEC as an open-end, management investment company.
Registration of KVS does not involve supervision of its management, investment
practices or policies by the SEC. KVS is designed to provide an investment
vehicle for certain variable annuity contracts and variable life insurance
policies. Shares of the Portfolios of KVS are sold only to insurance company
separate accounts. Scudder Kemper Investments, Inc. serves as the investment
adviser of KVS.

20
<PAGE>
SCUDDER VARIABLE LIFE INVESTMENT FUND. Scudder Variable Life Investment Fund
("Scudder VLIF") is an open-end, diversified management investment company
established as a Massachusetts business trust on March 15, 1985, and registered
with the SEC under the 1940 Act. Scudder Kemper Investments, Inc. serves as the
investment adviser of Scudder VLIF.

THE ALGER AMERICAN FUND. The Alger American Fund ("Alger"), is an open-end,
diversified management investment company established as a Massachusetts
business trust on April 6, 1988 and registered with the SEC under the 1940 Act.
The investment adviser for the Alger American Leveraged AllCap Portfolio and
Alger American Balanced Portfolio is Fred Alger Management, Inc. Fred Alger
Management, Inc. is located at 1 World Trade Center, Suite 9333, New York, NY
10048.

DREYFUS INVESTMENT PORTFOLIOS. The Dreyfus Investment Portfolios is a
Massachusetts business trust that commenced operations May 1, 1998. The Fund
consists of several portfolios, each a separate series of the Fund, an open-end
management investment company, known as a mutual fund. Each portfolio is
diversified. Dreyfus is located at 144 Glenn Curtiss Boulevard, Uniondale, NY
11556.

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. The Dreyfus Socially
Responsible Growth Fund, Inc. (the "Dreyfus Socially Responsible Growth Fund")
was incorporated under Maryland law on July 20, 1992, and commenced operations
on October 7, 1993. It is registered with the SEC as an open-end, diversified,
management investment company. The Dreyfus Corporation serves as the investment
adviser to the Dreyfus Socially Responsible Growth Fund. Dreyfus is located at
144 Glenn Curtiss Boulevard, Uniondale, NY 11556.

WARBURG PINCUS TRUST. Warburg Pincus Trust is an open-end, management
investment company registered with the SEC. It was organized as a Massachusetts
business trust on March 15, 1995. Credit Suisse Asset Management, LLC ("CSAM")
is the investment adviser of the Warburg Pincus Trust. Abbott Capital
Management, LLC ("Abbott") serves as sub-investment adviser for the Global
Post-Venture Capital Portfolio with respect to the Portfolio's investments in
private-equity portfolios.

21
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

A summary of investment objectives of each of the Underlying Portfolios is set
forth below. MORE DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES,
RESTRICTIONS AND RISKS, EXPENSES PAID BY THE UNDERLYING PORTFOLIOS, AND OTHER
RELEVANT INFORMATION REGARDING THE UNDERLYING INVESTMENT COMPANIES MAY BE FOUND
IN THEIR RESPECTIVE PROSPECTUSES, WHICH ACCOMPANY THIS PROSPECTUS, AND SHOULD BE
READ CAREFULLY BEFORE INVESTING. The Statements of Additional Information
("SAI") of the Underlying Portfolios are available upon request. There can be no
assurance that the investment objectives of the Underlying Portfolios can be
achieved or that the value of the Contract will equal or exceed the aggregate
amount of the purchase payments made under the Contract.

KEMPER VARIABLE SERIES:

KEMPER AGGRESSIVE GROWTH PORTFOLIO -- seeks capital appreciation through the use
of aggressive investment techniques.

KEMPER TECHNOLOGY GROWTH PORTFOLIO -- seeks growth of capital.

KVS DREMAN FINANCIAL SERVICES PORTFOLIO -- seeks long-term capital appreciation
by investing primarily in common stocks and other equity securities of companies
in the financial services industry believed by the Portfolio's investment
manager to be undervalued. This portfolio was formerly known as Kemper-Dreman
Financial Services Portfolio.

KEMPER SMALL CAP GROWTH PORTFOLIO -- seeks maximum appreciation of investors'
capital from a portfolio primarily of growth stocks of smaller companies.

KEMPER SMALL CAP VALUE PORTFOLIO -- seeks long-term capital appreciation from a
portfolio primarily of value stocks of smaller companies.

KVS DREMAN HIGH RETURN EQUITY PORTFOLIO -- seeks to achieve a high rate of total
return. This portfolio was formerly known as Kemper-Dreman High Return Equity
Portfolio.

KEMPER INTERNATIONAL PORTFOLIO -- seeks total return, a combination of capital
growth and income, principally through an internationally diversified portfolio
of equity securities.

KEMPER NEW EUROPE PORTFOLIO -- seeks long-term capital appreciation by investing
in a portfolio consisting primarily of equity securities of European companies.
This portfolio was formerly known as Kemper International Growth and Income
Portfolio.

KEMPER GLOBAL BLUE CHIP PORTFOLIO -- seeks long-term growth of capital through a
diversified worldwide portfolio of marketable securities, primarily equity
securities, including common stocks, preferred stocks and debt securities
convertible into common stocks.

KEMPER GROWTH PORTFOLIO -- seeks maximum appreciation of capital through
diversification of investment securities having potential for capital
appreciation.

KEMPER CONTRARIAN VALUE PORTFOLIO -- seeks to achieve a high rate of total
return from a portfolio primarily of value stocks of larger companies. This
portfolio was formerly known as the Kemper Value Portfolio.

KEMPER BLUE CHIP PORTFOLIO -- seeks growth of capital and of income.

22
<PAGE>
KEMPER VALUE+GROWTH PORTFOLIO -- seeks growth of capital through professional
management of a portfolio of growth and value stocks. A secondary objective is
the reduction of risk over a full market cycle compared to a portfolio of only
growth stocks or only value stocks.

KVS INDEX 500 PORTFOLIO* -- seeks to match, as closely as possible, before
expenses, the performance of the Standard & Poor's 500 Composite Stock Price
Index, which emphasizes stocks of large U.S. companies. This portfolio was
formerly known as Kemper Index 500 Portfolio.

KEMPER HORIZON 20+ PORTFOLIO -- designed for investors with approximately a 20+
year investment horizon, seeks growth of capital, with income as a secondary
objective.

KEMPER TOTAL RETURN PORTFOLIO -- seeks a high total return, a combination of
income and capital appreciation, by investing in a combination of debt
securities and common stocks.

KEMPER HORIZON 10+ PORTFOLIO -- designed for investors with approximately a 10+
year investment horizon, seeks a balance between growth of capital and income,
consistent with moderate risk.

KEMPER HIGH YIELD PORTFOLIO -- seeks to provide a high level of current income
by investing in fixed-income securities.

KEMPER HORIZON 5 PORTFOLIO -- designed for investors with approximately a five
year investment horizon, seeks income consistent with preservation of capital,
with growth of capital as a secondary objective.

KEMPER STRATEGIC INCOME PORTFOLIO -- seeks high current return by investing
primarily in bonds issued by U.S. and foreign corporations and governments. This
portfolio was formerly known as Kemper Global Income Portfolio.

KEMPER INVESTMENT GRADE BOND PORTFOLIO -- seeks high current income by investing
primarily in a diversified portfolio of investment grade debt securities.

KEMPER GOVERNMENT SECURITIES PORTFOLIO -- seeks high current return consistent
with preservation of capital from a portfolio composed primarily of U.S.
Government securities.

KEMPER MONEY MARKET PORTFOLIO -- seeks maximum current income to the extent
consistent with stability of principal from a portfolio of high quality money
market instruments that mature in 12 months or less.

KVS FOCUSED LARGE CAP GROWTH PORTFOLIO -- seeks growth through long-term capital
appreciation.

KVS GROWTH OPPORTUNITIES PORTFOLIO -- seeks long-term growth of capital in a
manner consistent with the preservation of capital.

KVS GROWTH AND INCOME PORTFOLIO -- seeks long-term capital growth and current
income.

SCUDDER VARIABLE LIFE INVESTMENT FUND:

SCUDDER 21ST CENTURY GROWTH PORTFOLIO -- seeks long-term growth of capital by
investing primarily in equity securities issued by emerging growth companies.

SCUDDER GLOBAL DISCOVERY PORTFOLIO -- seeks above average capital appreciation
over the long term by investing primarily in the equity securities of small
companies located throughout the world.

* "Standard & Poor's-Registered Trademark-," "S&P-Registered Trademark-" "S&P
500-Registered Trademark-," "Standard & Poor's 500," and "500" are trademarks of
the McGraw-Hill Companies, Inc., and have been licensed for use by Scudder
Kemper Investments, Inc. The KVS

23
<PAGE>
Index 500 Portfolio is not sponsored, endorsed, sold or promoted by Standard &
Poor's, and Standard & Poor's makes no representation regarding the advisability
of investing in the fund. Additional information may be found in the fund's
Statement of Additional Information.

SCUDDER CAPITAL GROWTH PORTFOLIO -- seeks to maximize long-term capital growth
from a portfolio consisting primarily of equity securities.

SCUDDER GROWTH AND INCOME PORTFOLIO -- seeks long-term growth of capital,
current income and growth of income from a portfolio consisting primarily of
common stocks and securities convertible into common stocks.

THE ALGER AMERICAN FUND:

ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO -- seeks long-term capital
appreciation. Under normal circumstances, the Portfolio invests in the equity
securities of companies of any size that demonstrate promising growth potential.

ALGER AMERICAN BALANCED PORTFOLIO -- seeks current income and long-term capital
appreciation. The Portfolio focuses on stocks of companies with growth potential
and fixed-income securities, with emphasis on income-producing securities which
appear to have some potential for capital appreciation.

DREYFUS INVESTMENT PORTFOLIOS:

DREYFUS MIDCAP STOCK PORTFOLIO -- seeks investment results that are greater than
the total return performance of publicly traded common stocks of medium-size
domestic companies in the aggregate, as represented by the Standard & Poor's
MidCap 400 Index.

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.:

DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND -- seeks to provide capital growth,
with current income as a secondary goal. To pursue these goals, the fund invests
primarily in the common stock of companies that, in the opinion of the fund's
management, meet traditional investment standards and conduct their business in
a manner that contributes to the enhancement of the quality of life in America.

WARBURG PINCUS TRUST:

WARBURG PINCUS EMERGING MARKETS PORTFOLIO -- seeks long-term growth of capital.
To pursue this goal, it invests in equity securities of companies located in or
conducting a majority of their business in emerging markets.

WARBURG PINCUS GLOBAL POST-VENTURE CAPITAL PORTFOLIO -- seeks long-term growth
of capital. To pursue this goal, it invests primarily in equity securities of
U.S. and foreign companies considered to be in their post-venture capital stage
of development.

Certain Underlying Portfolios have investment objectives and/or policies similar
to those of other Underlying Portfolios. To choose the Sub-Accounts which best
meet individual needs and objectives, carefully read the Underlying Portfolio
prospectuses. In some states, insurance regulations may restrict the
availability of particular Sub-Accounts.

If there is a material change in the investment policy of a Sub-Account or the
Portfolio in which it invests, the Owner will be notified of the change. If the
Owner has Accumulated Value allocated to that Portfolio, he or she may have the
Accumulated Value reallocated without charge to another Portfolio or to the
Fixed Account, where available, on written request received by the Company
within sixty (60) days of the later of (1) the effective date of such change in
the investment policy, or (2) the receipt of the notice of the Owner's right to
transfer.

24
<PAGE>
PERFORMANCE INFORMATION

This Contract was first offered to the public in . However, in
order to help people understand how investment performance can affect money
invested in the Sub-Accounts, the Company may advertise "total return" and
"average annual total return" performance information based on (1) the periods
that the Sub-Accounts have been in existence and (2) the periods that the
Underlying Portfolios have been in existence. Performance results in Table 1
reflect the applicable deductions for the Contract fee, Sub-Account charges and
Underlying Portfolio charges under this Contract and also assume that the
Contract is surrendered at the end of the applicable period. Performance results
in Table 2 do not include the Contract fee and assume that the Contract is not
surrendered at the end of the applicable period. Neither set of tables include
optional Rider charges. Both the total return and yield figures are based on
historical earnings and are not intended to indicate future performance.

The "total return" of a Sub-Account refers to the total of the income generated
by an investment in the Sub-Account and of the changes in the value of the
principal (due to realized and unrealized capital gains or losses) for a
specified period, reduced by Variable Account charges, and expressed as a
percentage. The "average annual total" return represents the average annual
percentage change in the value of an investment in the Sub-Account over a given
period of time. It represents averaged figures as opposed to the actual
performance of a Sub-Account, which will vary from year to year.

The yield of the Sub-Account investing in the Kemper Money Market Portfolio
refers to the income generated by an investment in the Sub-Account over a
seven-day period (which period will be specified in the advertisement). This
income is then "annualized" by assuming that the income generated in the
specific week is generated over a 52-week period. This annualized yield is shown
as a percentage of the investment. The "effective yield" calculation is similar
but, when annualized, the income earned by an investment in the Sub-Account is
assumed to be reinvested. Thus the effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.

Quotations of average annual total return as shown in Table 1 are calculated in
the manner prescribed by the SEC and show the percentage rate of return of a
hypothetical initial investment of $1,000 for the most recent one, five and ten
year period or for a period covering the time the Sub-Account has been in
existence, if less than the prescribed periods. The calculation is adjusted to
reflect the deduction of the annual Sub-Account asset charge of 1.45%, the
effect of the $35 annual Contract fee, the Underlying Portfolio charges and the
surrender charge which would be assessed if the investment were completely
withdrawn at the end of the specified period. The calculation is not adjusted to
reflect the deduction of any optional Rider charges. Quotations of supplemental
average total returns, as shown in Table 2, are calculated in exactly the same
manner and for the same periods of time except that they do not reflect the
Contract fee and assume that the Contract is not surrendered at the end of the
periods shown.

Performance tables for Contracts issued by Allmerica Financial can be found in
the SAI. For more detailed information about these performance calculations,
including actual formulas, see the SAI.

PERFORMANCE INFORMATION FOR ANY SUB-ACCOUNT REFLECTS ONLY THE PERFORMANCE OF A
HYPOTHETICAL INVESTMENT IN THE SUB-ACCOUNT DURING THE TIME PERIOD ON WHICH THE
CALCULATIONS ARE BASED. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF
THE INVESTMENT OBJECTIVES AND POLICIES AND RISK CHARACTERISTICS OF THE
UNDERLYING PORTFOLIO IN WHICH THE SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS
DURING THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION
OF WHAT MAY BE ACHIEVED IN THE FUTURE.

Performance information for a Sub-Account may be compared, in reports and
promotional literature, to:

(1) the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"), Dow
Jones Industrial Average ("DJIA"), Shearson Lehman Aggregate Bond Index
or other unmanaged indices, so that

25
<PAGE>
investors may compare the Sub-Account results with those of a group of
unmanaged securities widely regarded by investors as representative of
the securities markets in general; or

(2) other groups of variable annuity separate accounts or other investment
products tracked by Lipper Analytical Services, a widely used independent
research firm which ranks mutual funds and other investment products by
overall performance, investment objectives, and assets, or tracked by
other services, companies, publications, or persons, who rank such
investment products on overall performance or other criteria; or

(3) the Consumer Price Index (a measure for inflation) to assess the real
rate of return from an investment in the Sub-Account. Unmanaged indices
may assume the reinvestment of dividends but generally do not reflect
deductions for administrative and management costs and expenses. In
addition, relevant broad-based indices and performance from independent
sources may be used to illustrate the performance of certain Contract
features.

In addition, relevant broad-based indices and performance from independent
sources may be used to illustrate the performance of certain Contract features.

At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of the Company's relative financial
strength and operating performance in comparison to the norms of the life/health
insurance industry. S&P's and Duff & Phelps' ratings measure the ability of an
insurance company to meet its obligations under insurance policies it issues and
do not measure the ability of such companies to meet other non-policy
obligations. The ratings also do not relate to the performance of the Underlying
Portfolios.

26
<PAGE>
DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE

A. PAYMENTS

The latest Issue Date is age 85 of the oldest Owner, or, if the Owner is not a
natural person, the oldest Annuitant. The Company will issue a Contract when its
underwriting requirements are met. These requirements include receipt of the
initial payment and allocation instructions by the Company at its Principal
Office and may include the proper completion of an application; however, where
permitted by law, the Company may issue a Contract without completion of an
application and/or signature. If all issue requirements are not completed within
five business days of the Company's receipt of the initial payment, the payment
will be returned immediately unless the applicant authorizes the Company to
retain it pending completion of all issue requirements.

Payments may be made to the Contract at any time prior to the Annuity Date, or
prior to the death of an Owner, subject to certain minimums:

- Currently, the initial payment must be at least $5,000.

- Under a salary deduction or monthly automatic payment plan, the minimum
initial payment is $50.

- Each subsequent payment must be at least $50.

- Where the contribution on behalf of an employee under an
employer-sponsored retirement plan is less than $600 but more than $300
annually, the Company may issue a Contract on the employee if the plan's
average annual contribution per eligible plan participant is at least
$600.

- The minimum allocation to a Guarantee Period Account is $1,000. If less
than $1,000 is allocated to a Guarantee Period Account, the Company
reserves the right to apply that amount to the Kemper Money Market
Portfolio.

Payments are to be made payable to the Company. The Company may reduce a payment
by any applicable premium tax before applying it to the Contract. The initial
net payment is credited to the Contract and allocated among the requested
investment options as of the date that all issue requirements are properly met.
The allocation instructions for the initial net payment will serve as the
allocation instructions for all future payments. You can change the allocation
instructions for future payments by notifying the Company.

You also have the option of specifying how a specific payment should be
allocated. This will not change the allocation instructions for any subsequent
payment.

For a discussion of future payments to an Automatic Transfer Program (Dollar
Cost Averaging), please see "Automatic Transfers (Dollar Cost Averaging)" under
"E. Transfer Privilege" below.

In order for the Owner to be able to initiate transactions over the telephone, a
properly completed authorization must be on file before telephone requests will
be honored. The policy of the Company and its agents and affiliates is that we
will not be responsible for losses resulting from acting upon telephone requests
reasonably believed to be genuine. The Company will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine; otherwise,
the Company may be liable for any losses due to unauthorized or fraudulent
instructions. Such procedures may include, among other things, requiring some
form of personal identification prior to acting upon instructions received by
telephone. All telephone instructions are tape-recorded.

27
<PAGE>
B. VALUE ENHANCEMENT

The illustration below presents an example of the Value Enhancement. The
illustration below assumes an initial payment of $100,000, that no subsequent
payments or withdrawals are made, and that the Contract has not been annuitized.

<TABLE>
<CAPTION>
ACCUMULATED VALUE
END OF ACCUMULATED VALUE AFTER VALUE
CONTRACT YEAR VALUE ENHANCEMENT ENHANCEMENT
------------- ----------- ----------- -----------------
<S> <C> <C> <C>
1 $108,000.00 $ 0.00 $108,000.00
2 116,640.00 0.00 116,640.00
3 125,971.20 1,259.71 127,230.91
4 137,409.38 0.00 137,409.38
5 148,402.13 0.00 148,402.13
6 160,274.30 1,602.74 161,877.04
7 174,827.20 0.00 174,827.20
8 188,813.38 0.00 188,813.38
9 203,918.45 2,039.18 205,957.63
10 222,434.24 0.00 222,434.24
</TABLE>

The Company uses a portion of the mortality and expense risk charge and
surrender charge to help recover the expenses associated with the Value
Enhancement under the Contract. See CHARGES and DEDUCTIONS. Under certain
circumstances (such as a period of poor market performance) a contract without a
Value Enhancement or Bonus Credit may provide greater values than the Contract,
which contains the Value Enhancement. You should consider this possibility
before purchasing the Contract.

C. COMPUTATION OF VALUES

The Owner may allocate payments among the Sub-Accounts, Guarantee Period
Accounts and the Fixed Account. Allocations to the Guarantee Period Accounts and
the Fixed Account are not converted into Accumulation Units, but are credited
interest at a rate periodically set by the Company. See GUARANTEE PERIOD
ACCOUNTS and APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT.

The Accumulated Value under the Contract is determined by:

(1) multiplying the number of Accumulation Units in each Sub-Account by the
value of an Accumulation Unit of that Sub-Account on the Valuation Date,

(2) adding together the values of each Sub-Account, and

(3) adding the amount of the accumulations in the Fixed Account and
Guarantee Period Accounts, if any.

THE ACCUMULATION UNIT. Allocations to the Sub-Accounts are credited to the
Contract in the form of Accumulation Units. Accumulation Units are credited
separately for each Sub-Account. The number of Accumulation Units of each
Sub-Account credited to the Contract is equal to the allocation to the Sub-
Account, divided by the dollar value of the applicable Accumulation Unit as of
the Valuation Date. The number of Accumulation Units resulting from each
allocation will remain fixed unless changed by a subsequent split of
Accumulation Unit value, a transfer, a withdrawal, or surrender. The dollar
value of an Accumulation Unit of each Sub-Account varies from Valuation Date to
Valuation Date based on the investment experience of that Sub-Account, and will
reflect the investment performance, expenses, and charges of

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its Underlying Portfolios. The value of an Accumulation Unit was arbitrarily set
at $1.00 on the first Valuation Date for each Sub-Account.

NET INVESTMENT FACTOR. The net investment factor is an index that measures the
investment performance of a Sub-Account from one Valuation Period to the next.
This factor is equal to 1.000000 plus the result (which may be positive or
negative) from dividing (1) by (2) and subtracting the sum of (3), (4) and (5)
where:

(1) is the investment income of a Sub-Account for the Valuation Period,
including realized or unrealized capital gains and losses during the
Valuation Period, adjusted for provisions made for taxes, if any;

(2) is the value of that Sub-Account's assets at the beginning of the
Valuation Period;

(3) is a charge for mortality and expense risks equal to 1.30% on an annual
basis of the daily value of the Sub-Account's assets;

(4) is an administrative charge equal to 0.15% on an annual basis of the
daily value of the Sub-Account's assets; and

(5) is a charge for the optional Enhanced Death Benefit Rider, if chosen,
equal to 0.25% on an annual basis of the daily value of the Sub-Account's
assets.

The dollar value of an Accumulation Unit as of a given Valuation Date is
determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor.

For an illustration of an Accumulation Unit calculation using a hypothetical
example see the SAI.

D. RIGHT TO CANCEL

An Owner may cancel the Contract at any time within ten days after receipt of
the Contract (or longer if required by law) and receive a refund. In order to
cancel the Contract, the Owner must mail or deliver it to the Company's
Principal Office at 440 Lincoln Street, Worcester, MA 01653, or to an authorized
representative. Mailing or delivery must occur within ten days after receipt of
the Contract for cancellation to be effective.

In most states, the Company will pay the Owner the Contract's Accumulated Value,
adjusted for any Market Value Adjustment for amounts allocated to a Guarantee
Period Account, plus any amounts deducted for taxes, charges or fees. However,
if the Contract was purchased as an IRA or issued in a state that requires a
full refund of the initial payment(s), the Company will provide a refund equal
to your gross payment(s). In some states, the refund may equal the greater of
(a) gross payment(s) or (b) the Accumulated Value adjusted for any Market Value
Adjustment, plus any amounts deducted for taxes, charges or fees. At the time
the Contract is issued, the "Right to Examine" provision on the cover of the
Contract will specifically indicate what the refund will be and the time period
allowed to exercise the right to cancel.

The liability of the Variable Account under this provision is limited to the
Owner's Accumulated Value in the Sub-Accounts on the date of cancellation. Any
additional amounts refunded to the Owner will be paid by the Company.

E. TRANSFER PRIVILEGE

Prior to the Annuity Date, the Owner may transfer amounts among investment
options at any time upon written or telephone request to the Company. As
discussed in "A. Payments," a properly completed authorization form must be on
file before telephone requests will be honored. Transfer values will be based on
the Accumulated Value next computed after receipt of the transfer request.

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Transfers to a Guarantee Period Account must be at least $1,000. If the amount
to be transferred to a Guarantee Period Account is less than $1,000, the Company
may transfer that amount to the Kemper Money Market Portfolio. Transfers from a
Guarantee Period Account prior to the expiration of the Guarantee Period will be
subject to a Market Value Adjustment.

Currently, the Company does not charge for transfers. The first 12 transfers in
a Contract year are guaranteed to be free of any transfer charge. For each
subsequent transfer in a Contract year, the Company reserves the right to assess
a charge, guaranteed never to exceed $25, to reimburse it for the expense of
processing transfers. The first automatic transfer or rebalancing under an Asset
Allocation Model Reallocation program, Automatic Transfers (Dollar Cost
Averaging) program, or Automatic Account Rebalancing program counts as one
transfer for purposes of the 12 transfers guaranteed to be free of a transfer
charge in each Contract year. Each subsequent automatic transfer or rebalancing
under that request is without charge and does not reduce the remaining number of
transfers which may be made free of charge.

The Contracts are not designed for use by individuals, professional market
timing organizations, or other entities that do "market timing," programmed
transfers, frequent transfers, or transfers that are large in relation to the
total assets of an Underlying Portfolio. These and similar activities may be
disruptive to the Underlying Portfolios, and may adversely affect an Underlying
Portfolio's ability to invest effectively in accordance with its investment
objectives and policies. If it appears that there is a pattern of transfers that
coincides with a market timing strategy and/or that is disruptive to the
Underlying Portfolios, the Company reserves the right to refuse transfers or to
take other action to prevent or limit the use of such activities.

ASSET ALLOCATION MODEL REALLOCATIONS. If an Owner elects to follow an asset
allocation strategy, the Owner may preauthorize transfers in accordance with the
chosen strategy. The Company may provide administrative or other support
services to independent third parties that provide recommendations as to such
allocation strategies. However, the Company does not engage any third parties to
offer investment allocation services of any type under this Contract, does not
endorse or review any investment allocation recommendations made by such third
parties and is not responsible for the investment allocations and transfers
transacted on the Owner's behalf. The Company does not charge for providing
additional asset allocation support services. Additional information concerning
asset allocation programs for which the Company is currently providing support
services may be obtained from a registered representative or the Company.

AUTOMATIC TRANSFERS (DOLLAR COST AVERAGING). You may elect automatic transfers
of a predetermined dollar amount on a periodic basis from the Fixed Account or
the Sub-Accounts investing in the Kemper Money Market Portfolio and the Kemper
Government Securities Portfolio ("source accounts"). You may elect automatic
transfers to one or more Sub-Accounts, subject to the following:

- the predetermined dollar amount may not be less than $100;

- the periodic basis may be monthly, quarterly, semi-annually or annually;

- automatic transfers may not be made into the selected source account,
Fixed Account, or the Guarantee Period Accounts; and if an automatic
transfer would reduce the balance in the source account(s) to less than
$100, the entire balance will be transferred proportionately to the chosen
Sub-Accounts.

Automatic transfers from a particular source account will continue until the
earlier of:

- the amount in the source account on a transfer date is zero; or

- the Owner's request to terminate the option is received by the Company.

If additional amounts are allocated to a source account before its balance has
fallen to zero, those additional amounts will also be automatically transferred.
The original automatic transfer allocations will apply to all

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amounts in that source account unless you provide new allocation instructions.
New allocation instructions will apply to the entire balance in the source
account. If additional amounts are allocated to a source account after its
balance has fallen to zero, automatic transfers will not begin again unless you
specifically instruct the Company to do so.

To the extent permitted by law, the Company reserves the right, from time to
time, to credit an enhanced interest rate to an initial and/or subsequent
payment made to the Fixed Account, which is then used as the source account from
which to process automatic transfers. For more information see ENHANCED
AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM in the SAI.

AUTOMATIC ACCOUNT REBALANCING. The Owner may request automatic rebalancing of
Sub-Account allocations on a monthly, quarterly, semi-annual or annual basis in
accordance with his/her specified percentage allocations. As frequently as
elected by the Owner, the Company will review the percentage allocations in the
Underlying Portfolios and, if necessary, transfer amounts to ensure conformity
with the designated percentage allocation mix. If the amount necessary to
re-establish the mix on any scheduled date is less than $100, no transfer will
be made.

Automatic Account Rebalancing will continue until (1) the Owner's request to
terminate or change the option is received by the Company or (2) the end date
designated by the Owner when the option was elected. If a subsequent payment is
allocated in a manner different from the percentage allocation mix in effect on
the date the payment is received, on the next scheduled rebalancing date the
payment will be reallocated in accordance with the existing mix. Currently,
Dollar Cost Averaging and Automatic Account Rebalancing may not be in effect
simultaneously. Either option may be elected at no additional charge when the
Contract is purchased or at a later date. The Company reserves the right to
limit the number of Sub-Accounts that may be utilized for automatic transfers
and rebalancing, and to discontinue either option upon advance written notice.

F. SURRENDER AND WITHDRAWALS

Before the Annuity Date, an Owner may surrender the Contract for its Surrender
Value or withdraw a portion of its Accumulated Value. In the case of surrender,
the Owner must send the Contract and a signed written request for surrender,
satisfactory to the Company, to the Principal Office. The Surrender Value will
be calculated based on the Contract's Accumulated Value as of the Valuation
Date.

In the case of a withdrawal, the Owner must submit to the Principal Office a
signed, written request indicating the desired dollar amount and the investment
options from which such amount is to be withdrawn. A withdrawal from a
Sub-Account will result in cancellation of a number of units equivalent in value
to the amount withdrawn. The amount withdrawn will equal the amount requested by
the Owner plus any applicable surrender charge. Each withdrawal must be a
minimum of $100 and the Accumulated Value of the Contract may not be reduced to
less than $1,000.

A surrender charge and a Contract fee may apply when a withdrawal is made or a
Contract is surrendered. See CHARGES AND DEDUCTIONS. However, each calendar year
prior to the Annuity Date, an Owner may withdraw a portion of the Contract's
Surrender Value without any applicable surrender charge; see "D. Surrender
Charge," "Withdrawal Without Surrender Charge" under CHARGES AND DEDUCTIONS.
Amounts withdrawn from a Guarantee Period Account prior to the end of the
applicable Guarantee Period will be subject to a Market Value Adjustment, as
described under GUARANTEE PERIOD ACCOUNTS.

Any distribution is normally payable within seven days following the Company's
receipt of the surrender or withdrawal request. The Company reserves the right
to defer surrenders and withdrawals of amounts allocated to the Company's Fixed
Account and Guarantee Period Accounts for a period not to exceed six months. The

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Company reserves the right to defer surrenders and withdrawals of amounts in
each Sub-Account in any period during which:

- trading on the New York Stock Exchange is restricted as determined by the
SEC or such Exchange is closed for other than weekends and holidays,

- the SEC has by order permitted such suspension, or

- an emergency, as determined by the SEC, exists such that disposal of
portfolio securities or valuation of assets of a separate account is not
reasonably practicable.

The surrender and withdrawal rights of Owners who are participants under Section
403(b) plans or who are participants in the Texas Optional Retirement Program
(Texas ORP) are restricted; see "Tax-Sheltered Annuities" and "Texas Optional
Retirement Program" under FEDERAL TAX CONSIDERATIONS.

For important tax consequences, which may result from surrender or withdrawals,
see FEDERAL TAX CONSIDERATIONS.

For information about Withdrawals after the Annuity Date, see "F. Withdrawals
After the Annuity Date" under ANNUITIZATION -- THE PAYOUT PHASE.

SYSTEMATIC WITHDRAWALS. The Owner may elect an automatic schedule of
withdrawals (systematic withdrawals) from amounts in the Sub-Accounts and/or the
Fixed Account on a periodic basis (monthly, bi-monthly, quarterly, semi-annually
or annually). Systematic withdrawals from Guarantee Period Accounts are not
available. The Owner may request:

- the withdrawal of a SPECIFIC DOLLAR AMOUNT and the percentage of this
amount to be taken from each designated Sub-Account and/or the Fixed
Account; or

- the withdrawal of a SPECIFIC PERCENTAGE of the Accumulated Value
calculated as of the withdrawal dates, and may designate the percentage of
this amount which should be taken from each account.

The first withdrawal will take place on the latest of 15 days after Issue Date,
the date the written request is received at the Principal Office, or on a date
specified by the Owner.

Systematic withdrawals will first be taken from amounts available as a
"Withdrawal Without Surrender Charge" (see "D. Surrender Charge," "Withdrawal
Without Surrender Charge" under CHARGES AND DEDUCTIONS); then from any
applicable payments not subject to a surrender charge, if any; then from
payments subject to a surrender charge. Any applicable surrender charge will be
deducted from the Contract's remaining Accumulated Value.

The minimum amount of each automatic withdrawal is $100 and the Accumulated
Value of the Contract may not be reduced to less than $1,000. Systematic
withdrawals will cease automatically on the Annuity Date. The Owner may change
or terminate systematic withdrawals only by written request to the Principal
Office.

LIFE EXPECTANCY DISTRIBUTIONS (for qualified Contracts and Contracts issued
under Section 457 Deferred Compensation Plans only). Prior to the Annuity Date,
the Owner may take each calendar year, without surrender charge, a series of
systematic withdrawals from the Contract according to the Company's life
expectancy distribution ("LED") option to the extent the LED exceeds the
Withdrawal Without Surrender Charge Amount. See "D. Surrender Charge, Withdrawal
Without Surrender Charge" under CHARGES AND DEDUCTIONS. The Owner must return a
properly signed LED request to the Principal Office. Where the Owner is a trust
or other nonnatural person, the Owner may elect the LED option based on the
Annuitant's life expectancy.

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If an Owner elects the Company's LED option, in each calendar year a fraction of
the Accumulated Value is withdrawn without a surrender charge, based on the
Owner's life expectancy (or the joint life expectancy of the Owner and a
beneficiary.) The numerator of the fraction is 1 (one). The denominator of the
fraction will be either:

- the remaining life expectancy of the Owner (or Owner and beneficiary), as
determined annually by the Company; or

- the prior year's life expectancy, minus one.

The resulting fraction, expressed as a percentage, is then applied to the
Accumulated Value at the beginning of the year to determine the amount to be
distributed during the year. The Owner may choose to have the applicable life
expectancy redetermined each year or use the prior year's life expectancy, minus
one. Under the Company's LED option, the amount withdrawn from the Contract
changes each year.

The Owner may elect periodic LED distributions on a monthly, bi-monthly,
quarterly, semi-annual, or annual basis. The Owner may terminate the LED option
at any time. The LED option will terminate automatically on the maximum Annuity
Date permitted under the Contract, at which time an annuity payout option must
be selected.

The LED option may not produce annual distributions that meet the definition of
"substantially equal periodic payments" as defined under Code Section 72(t). The
withdrawals may be treated by the Internal Revenue Service (IRS) as premature
distributions from the Contract and may be subject to a 10% federal tax penalty.
Owners seeking distributions over their life under this definition should
consult their tax advisor. For more information, see "C. Taxation of the
Contract in General" under FEDERAL TAX CONSIDERATIONS, IN ADDITION, IF THE
AMOUNT NECESSARY TO MEET THE "SUBSTANTIALLY EQUAL PERIODIC PAYMENT" DEFINITION
IS GREATER THAN THE COMPANY'S LED AMOUNT, A SURRENDER CHARGE MAY APPLY TO THE
AMOUNT IN EXCESS OF THE LED AMOUNT.

SYSTEMATIC LEVEL FREE OF SURRENDER CHARGE WITHDRAWAL PROGRAM. In order to
receive withdrawals without application of any surrender charge, the Owner may
preauthorize level periodic withdrawals under the Systematic Level Free of
Surrender Charge Withdrawal Program. Withdrawals under the Program may be made
on a monthly, bi-monthly, quarterly, semi-annual or annual basis. In order to
ensure that no surrender charge is ever applied to withdrawals made under this
Program, the periodic withdrawals in any calendar year are limited to 12% of the
total of all payments invested in the Contract as reduced by certain prior
withdrawal(s) of payments. For more information on how this amount is
calculated, see "D. Surrender Charge," "Withdrawal Without Surrender Charge"
under CHARGES AND DEDUCTIONS.

The program will automatically terminate if a withdrawal that is not part of the
program is made. Otherwise, withdrawals will continue until all available
Accumulated Value has been exhausted or until the Owner terminates the program
by written request.

G. DEATH BENEFIT

A death benefit is payable if the Owner or the first of Joint Owners dies prior
to the Annuity Date. If the Owner is a natural person, no death benefit is
payable at the death of any Annuitant. If the Owner is not a natural person, a
death benefit will be paid upon the death of any Annuitant. A spousal
beneficiary may elect to continue the Contract rather than receive the death
benefit as provided in "H. The Spouse of the Owner as Beneficiary."

STANDARD DEATH BENEFIT. Unless an enhanced death benefit is elected at issue,
the standard death benefit will be paid. The standard death benefit is equal to
the greater of (a) the Contract's Accumulated Value on the Valuation Date that
the Company receives proof of death, increased by any positive Market Value
Adjustment or (b) gross payments prior to the date of death, proportionately
reduced to reflect withdrawals.

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For each withdrawal under (b), the proportionate reduction is calculated by
multiplying the standard death benefit immediately prior to the withdrawal by
the following fraction:

Amount of the withdrawal
------------------------------------------------
Accumulated Value immediately prior to the withdrawal

OPTIONAL ENHANCED DEATH BENEFIT RIDER. When applying for the Contract, an Owner
may elect an optional 5% Enhanced Death Benefit (EDB) Rider With Annual Step-Up.
There is a separate charge for the Rider that applies during the accumulation
phase equal to 0.25% on an annual basis of the Sub-Account assets. For a
discussion of the optional Rider charge and the Fixed Account and the Guarantee
Period Accounts, see APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT and
GUARANTEE PERIOD ACCOUNTS. For specific charges and more detail, see
"A. Variable Account Deductions" under CHARGES AND DEDUCTIONS.

1. THE 5% EDB WITH ANNUAL STEP-UP PROVIDES THE FOLLOWING BENEFIT:

I. DEATH BEFORE 90TH BIRTHDAY. If an Owner (or an Annuitant if the Owner is not
a natural person) dies before the Annuity Date and before his/her 90th birthday,
the death benefit is equal to the GREATEST of:

(a) the Accumulated Value on the Valuation Date that the Company receives
proof of death, increased by any positive Market Value Adjustment;

(b) gross payments, accumulated daily at an effective annual yield of 5%
from the date each payment is applied until the date of death,
proportionately reduced to reflect withdrawals; and

(c) the highest Accumulated Value on any Contract anniversary date prior to
the date of death, as determined after being increased for any positive
Market Value Adjustment and subsequent payments and proportionately
reduced for subsequent withdrawals.

II. DEATH ON OR AFTER 90TH BIRTHDAY. If an Owner (or the Annuitant if the
Owner is not a natural person) dies before the Annuity Date but on or after
his/her 90th birthday, the death benefit is equal to the GREATER of:

(a) the Accumulated Value on the Valuation Date that the Company receives
proof of death, increased by any positive Market Value Adjustment; or

(b) the death benefit, as calculated under Section I above, that would have
been payable on the deceased's 90th birthday, increased for subsequent
payments and proportionately reduced for subsequent withdrawals.

Proportionate reductions are calculated in the same manner as described above
under "Standard Death Benefit."

PAYMENT OF THE DEATH BENEFIT PRIOR TO THE ANNUITY DATE. The death benefit
generally will be paid to the beneficiary in one sum upon receipt of proof of
death at the Principal Office, unless the Owner has elected to apply the
proceeds to a life annuity not extending beyond the beneficiary's life
expectancy. Instead of payment in one sum, the beneficiary may, by written
request, elect to:

(1) defer distribution of the death benefit for a period no more than five
years from the date of death; or

(2) receive distributions over the life of the beneficiary or for a period
certain not extending beyond the beneficiary's life expectancy, with
annuity benefit payments beginning within one year from the date of
death.

If distribution of the death benefit is deferred under (1) or (2), any value in
the Guarantee Period Accounts will be transferred to the Kemper Money Market
Sub-Account. The excess, if any, of the death benefit over the Accumulated Value
also will be transferred to the Kemper Money Market Sub-Account. The beneficiary
may, by written request, effect transfers and withdrawals during the deferral
period and prior to annuitization under

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(2), but may not make additional payments. The death benefit will reflect any
earnings or losses experienced during the deferral period. If there are multiple
beneficiaries, the consent of all is required.

H. THE SPOUSE OF THE OWNER AS BENEFICIARY

If the sole beneficiary is the deceased Owner's spouse, he or she may, by
written request, continue the Contract rather than receiving payment of the
death benefit. The spouse will then become the Owner and Annuitant subject to
the following:

(1) any value in the Guarantee Period Accounts will be transferred to the
Kemper Money Market Sub-Account; and

(2) the excess, if any, of the death benefit over the Contract's Accumulated
Value also will be added to the Kemper Money Market Sub-Account.

The resulting value will never be subject to a surrender charge when withdrawn.
The new Owner may also make additional payments, but a surrender charge will
apply to these additional amounts if they are withdrawn before they have been
invested in the Contract for at least nine years. All other rights and benefits
provided in the Contract will continue, except that any subsequent spouse of the
new Owner, if named as beneficiary, will not be entitled to continue the
Contract when the new Owner dies.

I. ASSIGNMENT

The Contract, other than one sold in connection with certain qualified plans,
may be assigned by the Owner at any time prior to the Annuity Date and prior to
the death of an Owner (see FEDERAL TAX CONSIDERATIONS). The Company will not be
deemed to have knowledge of an assignment unless it is made in writing and filed
at the Principal Office. The Company will not assume responsibility for
determining the validity of any assignment. If an assignment of the Contract is
in effect on the Annuity Date, the Company reserves the right to pay to the
assignee, in one sum, that portion of the Surrender Value of the Contract to
which the assignee appears to be entitled. The Company will pay the balance, if
any, in one sum to the Owner in full settlement of all liability under the
Contract. The interest of the Owner and of any beneficiary will be subject to
any assignment.

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ANNUITIZATION -- THE PAYOUT PHASE

Subject to certain restrictions discussed below, at annuitization the Owner has
the right:

- to select the annuity payout option under which annuity benefit payments
are to be made;

- to determine whether those payments are to be made on a fixed basis, a
variable basis, or a combination fixed and variable basis. If a variable
payout annuity option is selected, the Owner must choose an Annuity
Benefit Payment Change Frequency ("Change Frequency") and the date the
first Change Frequency will occur; and

- to select one of the available Assumed Investment Returns ("AIR") for a
variable option (see "D. Variable Annuity Benefit Payments" below for
details).

A. ELECTING THE ANNUITY DATE

Generally, annuity benefit payments under the Contract will begin on the Annuity
Date. The Annuity Date:

- may not be earlier than the second Contract Anniversary; and

- must occur on the first day of any month before the Owner's 99th birthday.

If the Owner does not select an Annuity Date, the Annuity Date will be the later
of (a) the Owner's age 85 or (b) two years after the Issue Date.

If there are Joint Owners, the age of the younger will determine the maximum
Annuity Date. The Owner may elect to change the Annuity Date by sending a
written request to the Principal Office at least one month before the earlier of
the new Annuity Date or the currently scheduled date.

If the Annuity Date occurs when the Owner is at an advanced age, it is possible
that the Contract will not be considered an annuity for federal tax purposes. In
addition, the Internal Revenue Code ("the Code") and/or the terms of qualified
plans may impose limitations on the age at which annuity benefit payments may
commence and the type of annuity payout option that may be elected. The Owner
should carefully review the Annuity Date and the annuity payout options with
his/her tax adviser. See also FEDERAL TAX CONSIDERATIONS for further
information.

B. CHOOSING THE ANNUITY PAYOUT OPTION

Regardless of how payments were allocated during the accumulation phase, the
Owner may choose a variable annuity payout option, a fixed annuity payout option
or a combination fixed and variable annuity payout option. Currently, all of the
variable annuity payout options described below are available and may be funded
through all of the variable Sub-Accounts. In addition, each of the variable
annuity payout options is also available on a fixed basis. The Company may offer
other annuity payout options.

The Owner may change the annuity payout option up to one month before the
Annuity Date. If the Owner fails to choose an annuity payout option, monthly
benefit payments will be made under a variable Life with Cash Back annuity
payout option.

The annuity payout option selected must result in an initial payment of at least
$100 (a lower amount may be required in certain jurisdictions.) The Company
reserves the right to increase this minimum amount. If the annuity payout option
selected does not produce an initial payment which meets this minimum, a single
payment may be made.

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FIXED ANNUITY PAYOUT OPTIONS. If the Owner selects a fixed annuity payout
option, each monthly annuity benefit payment will be equal to the first (unless
a withdrawal is made or as otherwise described under certain reduced survivor
annuity benefits.) Any portion of the Contract's Accumulated Value converted to
a fixed annuity will be held in the Company's General Account. The Contract
provides guaranteed fixed annuity option rates that determine the dollar amount
of the first payment under each form of fixed annuity for each $1,000 of applied
value. These rates are based on the Annuity 2000 Mortality Table and a 3% AIR.
The Company may offer annuity rates more favorable than those contained in the
Contract. Any such rates will be applied uniformly to all Owners of the same
class. For more specific information about fixed annuity payout options, see the
Contract.

VARIABLE ANNUITY PAYOUT OPTIONS. If the Owner selects a variable annuity payout
option, he/she will receive monthly payments equal to the value of the fixed
number of Annuity Units in the chosen Sub-Account(s). The first variable annuity
benefit payment will be based on the current annuity option rates made available
by the Company at the time the variable annuity payout option is selected.
Annuity option rates determine the dollar amount of the first payment for each
$1,000 of applied value. The annuity option rates are based on the Annuity 2000
Mortality Table and a 3% AIR.

Since the value of an Annuity Unit in a Sub-Account reflects the investment
performance of the Sub-Account, the amount of each monthly annuity benefit
payment will usually vary. However, under this Contract, if the Owner elects a
variable payout option, he or she must also select a monthly, quarterly,
semi-annual or annual Change Frequency. The Change Frequency is the frequency
that changes due to the Sub-Account's investment performance will be reflected
in the dollar value of a variable annuity benefit payment. As such, the Change
Frequency chosen will determine how frequently monthly variable annuity payments
will vary. For example, if a monthly Change Frequency is in effect, payments may
vary on a monthly basis. If a quarterly Change Frequency is selected, the amount
of each monthly payment may change every three months and will be level within
each three month cycle.

At the time the Change Frequency is elected, the Owner must also select the date
the first change is to occur. This date may not be later than the length of the
Change Frequency elected. For example, if a semi-annual Change Frequency is
elected, the date of the first change may not be later than six months after the
Annuity Date. If a quarterly Change Frequency is elected, the date of the first
change may not be later than three months after the Annuity Date.

C. DESCRIPTION OF ANNUITY PAYOUT OPTIONS

The Company currently provides the following annuity payout options:

LIFE ANNUITY PAYOUT OPTION

- SINGLE LIFE ANNUITY -- Monthly payments during the Annuitant's life.
Payments cease with the last annuity benefit payment due prior to the
Annuitant's death.

- JOINT AND SURVIVOR ANNUITIES -- Monthly payments during the Annuitant's
and Joint Annuitant's joint lifetimes. Upon the first death, payments will
continue for the remaining lifetime of the survivor at a previously
elected level of 100%, two-thirds or one-half of the total number of
Annuity Units.

LIFE WITH PERIOD CERTAIN ANNUITY PAYOUT OPTION

- SINGLE LIFE ANNUITY -- Monthly payments guaranteed for a specified number
of years and continuing thereafter during the Annuitant's lifetime. If the
Annuitant dies before all guaranteed payments have been made, the
remaining payments continue to the Owner or the Beneficiary (whichever is
applicable).

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- JOINT AND SURVIVOR ANNUITIES -- Monthly payments guaranteed for a
specified number of years and continuing during the Annuitant's and Joint
Annuitant's joint lifetimes. Upon the first death, payments continue for
the survivor's remaining lifetime at the previously elected level of 100%,
two-thirds or one-half of the Annuity Units. If the surviving Annuitant
dies before all guaranteed payments have been made, the remaining payments
continue to the Owner or the Beneficiary (whichever is applicable).

LIFE WITH CASH BACK ANNUITY PAYOUT OPTION

- SINGLE LIFE ANNUITY -- Monthly payments during the Annuitant's life.
Thereafter, any excess of the originally applied Annuity Value, over the
total amount of annuity benefit payments made and withdrawals taken, will
be paid to the Owner or the Beneficiary (whichever is applicable).

- JOINT AND SURVIVOR ANNUITIES -- Monthly payments during the Annuitant's
and Joint Annuitant's joint lifetimes. At the first death, payments
continue for the survivor's remaining lifetime at the previously elected
level of 100%, two-thirds or one-half of the Annuity Units. Thereafter,
any excess of the original applied Annuity Value, over the total amount of
annuity benefit payments made and withdrawals taken, will be paid to the
Owner or the Beneficiary (whichever is applicable).

PERIOD CERTAIN ANNUITY PAYOUT OPTION

Monthly annuity benefit payments for a chosen number of years ranging from five
to thirty or any other period currently offered by the Company are paid. If the
Annuitant dies before the end of the period, remaining payments will continue.
The period certain option does not involve a life contingency. In the
computation of the payments under this option, the charge for annuity rate
guarantees, which includes a factor for mortality risks, is made.

D. VARIABLE ANNUITY BENEFIT PAYMENTS

THE ANNUITY UNIT. On and after the Annuity Date, the Annuity Unit is a measure
of the value of the monthly annuity benefit payments under a variable annuity
payout option. The value of an Annuity Unit in each Sub-Account on its inception
date was set at $1.00. The value of an Annuity Unit under a Sub-Account on any
Valuation Date thereafter is equal to the value of the Annuity Unit on the
immediately preceding Valuation Date multiplied by the product of:

(1) a discount factor equivalent to the AIR and

(2) the Net Investment Factor of the Sub-Account funding the annuity benefit
payments for the applicable Valuation Period.

Annuity benefit payments will increase from one payment date to the next if the
annualized net rate of return during that period is greater than the AIR and
will decrease if the annualized net rate of return is less than the AIR. Where
permitted by law, the Owner may select an AIR of 3%, 5%, or 7%. A higher AIR
will result in a higher initial payment. However, subsequent payments will
increase more slowly during periods when actual investment performance exceeds
the AIR, and will decrease more rapidly during periods when investment
performance is less than the AIR.

DETERMINATION OF THE FIRST ANNUITY BENEFIT PAYMENT. The amount of the first
periodic variable annuity benefit payment depends on the:

- annuity payout option chosen;

- length of the annuity payout option elected;

38
<PAGE>
- age of the Annuitant;

- gender of the Annuitant (if applicable, see "G. NORRIS Decision");

- value of the amount applied under the annuity payout option;

- applicable annuity option rates based on the Annuity 2000 Mortality Table;
and

- AIR selected.

The dollar amount of the first periodic annuity benefit payment is determined by
multiplying:

(1) the Accumulated Value applied under that option after application of any
Market Value Adjustment and less premium tax, if any, (or the amount of
the death benefit, if applicable) divided by $1,000, by

(2) the applicable amount of the first monthly payment per $1,000 of value.

DETERMINATION OF THE NUMBER OF ANNUITY UNITS. The dollar amount of the first
variable annuity benefit payment is then divided by the value of an Annuity Unit
of the selected Sub-Account(s) to determine the number of Annuity Units
represented by the first payment. The number of Annuity Units remains fixed
under all annuity payout options (except for the survivor annuity benefit
payment under the joint and two-thirds or joint and one-half option) unless the
Owner transfers among Sub-Accounts, makes a withdrawal, or units are split.

DOLLAR AMOUNT OF SUBSEQUENT VARIABLE ANNUITY BENEFIT PAYMENTS. For each
subsequent payment, the dollar amount of the variable annuity benefit payment is
determined by multiplying this fixed number of Annuity Units by the value of an
Annuity Unit on the applicable Valuation Date. The dollar amount of each
periodic variable annuity benefit payment after the first will vary with
subsequent variations in the value of the Annuity Unit of the selected
Sub-Account(s).

For an illustration of the calculation of a variable annuity benefit payment
using a hypothetical example, see "Annuity Benefit Payments" in the SAI.

PAYMENT OF ANNUITY BENEFIT PAYMENTS. The Owner will receive the annuity benefit
payments unless he/ she requests in writing that payments be made to another
person, persons, or entity. If the Owner (or, if there are Joint Owners, the
surviving Joint Owner) dies on or after the Annuity Date, the beneficiary will
become the Owner of the Contract. Any remaining annuity benefit payments will
continue to the beneficiary in accordance with the terms of the annuity benefit
payment option selected. If there are Joint Owners on or after the Annuity Date,
upon the first Owner's death, any remaining annuity benefit payments will
continue to the surviving Joint Owner in accordance with the terms of the
annuity benefit payment option selected.

If an Annuitant dies on or after the Annuity Date but before all guaranteed
annuity benefit payments have been made, any remaining payments will continue to
be paid to the Owner or the payee the Owner has designated. Unless otherwise
indicated by the Owner, the present value of any remaining guaranteed annuity
benefit payments may be paid in a single sum to the Owner. For discussion of
present value calculation, see "Calculation of Present Value" below.

E. TRANSFERS OF ANNUITY UNITS

After the Annuity Date and prior to the death of the Annuitant, the Owner may
transfer among the available Sub-Accounts upon written or telephone request to
the Company. As discussed in "A. Payments," a properly completed authorization
form must be on file before telephone requests will be honored. A designated
number of Annuity Units equal to the dollar amount of the transfer requested
will be exchanged for an

39
<PAGE>
equivalent dollar amount of Annuity Units of another Sub-Account. Transfer
values will be based on the Annuity Value next computed after receipt of the
transfer request.

Automatic Account Rebalancing is available during the annuitization phase
subject to the same rules described in "E. Transfer Privilege" under DESCRIPTION
OF THE CONTRACT -- THE ACCUMULATION PHASE except that the Fixed Account is not
available as a source account.

F. WITHDRAWALS AFTER THE ANNUITY DATE

WITHDRAWALS AFTER THE ANNUITY DATE FROM QUALIFIED AND NON-QUALIFIED CONTRACTS
MAY HAVE ADVERSE TAX CONSEQUENCES. BEFORE MAKING A WITHDRAWAL, PLEASE CONSULT
YOUR TAX ADVISOR AND SEE "C. TAXATION OF THE CONTRACT IN GENERAL," "WITHDRAWALS
AFTER ANNUITIZATION" UNDER FEDERAL TAX CONSIDERATIONS.

After the Annuity Date and prior to the death of the Annuitant, the Owner may
take withdrawals from the Contract. The Owner must submit to the Principal
Office a signed, written request indicating the desired dollar amount of the
withdrawal. The minimum amount of a withdrawal is $1,000. If the amount
requested is greater than the maximum amount that may be withdrawn at that time,
the Company will allow the withdrawal only up to the maximum amount.

The type of withdrawal and the number of withdrawals that may be made each
calendar year depend upon whether the Owner annuitizes under an annuity payout
option with payments based on the life of one or more Annuitants with no
guaranteed payments (a "Life" annuity payout option), under a life annuity
payout option that in part provides for a guaranteed number of payments (a "Life
With Period Certain" or "Life With Cash Back" annuity payout option), or an
annuity payout option based on a guaranteed number of payments (a "Period
Certain" annuity payout option).

WITHDRAWALS UNDER LIFE ANNUITY PAYOUT OPTIONS

The Owner may make one Payment Withdrawal in each calendar year. A Payment
Withdrawal cannot exceed the previous monthly annuity benefit payment multiplied
by ten (10). The amount of each Payment Withdrawal represents a percentage of
the present value of the remaining annuity benefit payments.

WITHDRAWALS UNDER LIFE WITH PERIOD CERTAIN OR LIFE WITH CASH BACK ANNUITY PAYOUT
OPTIONS

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<PAGE>
The Owner may make one Present Value Withdrawal in each calendar year, if there
are remaining GUARANTEED annuity benefit payments. The amount of each Present
Value Withdrawal represents a percentage of the present value of the remaining
guaranteed annuity benefit payments. Each year a Present Value Withdrawal is
taken, the Company records the percentage of the present value of the then
remaining guaranteed annuity benefit payments that was withdrawn. The total
percentage withdrawn over the life of the Contract cannot exceed 75%. This means
that each Present Value Withdrawal is limited by the REMAINING AVAILABLE
PERCENTAGE. (For example, assume that in year three the Owner withdraws 15% of
the then current present value of the remaining guaranteed annuity benefit
payments. In year seven, the Owner withdraws 20% of the then current present
value of the remaining guaranteed annuity benefit payments. Through year seven
the total percentage withdrawn is 35%. After year seven, the Owner may make
Present Value Withdrawal(s) of up to 40% (75% - 35%) of the present value of any
remaining guaranteed annuity benefit payments).

Under a Life with Period Certain annuity payout option or Life with Cash Back
annuity payout option, if the Annuitant is still living after the guaranteed
annuity benefit payments have been made, the number of Annuity Units or dollar
amount applied to future annuity benefit payments will be restored as if no
Present Value Withdrawal(s) had taken place. See "Calculation of Proportionate
Reduction -- Present Value Withdrawals," below.

WITHDRAWALS UNDER PERIOD CERTAIN ANNUITY PAYOUT OPTIONS

The Owner may make multiple Present Value Withdrawals in each calendar year, up
to 100% of the present value of the guaranteed annuity benefit payments.
Withdrawal of 100% of the present value of the guaranteed annuity benefit
payments will result in termination of the Contract.

The amount of each Payment Withdrawal or Present Value Withdrawal represents a
portion of the present value of the remaining annuity benefit payments or
remaining guaranteed annuity benefit payments, respectively, and proportionately
reduces the number of Annuity Units (under a variable annuity payout option) or
dollar amount (under a fixed annuity payout option) applied to future annuity
benefit payments. Because each variable annuity benefit payment is determined by
multiplying the number of Annuity Units by the value of an Annuity Unit, the
reduction in the number of Annuity Units will result in lower future variable
annuity benefit payments. See "Calculation of Proportionate Reduction," below.
The present value is calculated with a discount rate that will include an
additional charge if a withdrawal is taken within 7 years of the Issue Date. See
"Calculation of Present Value," below.

CALCULATION OF PROPORTIONATE REDUCTION. Each Payment Withdrawal proportionately
reduces the number of Annuity Units applied to each future variable annuity
benefit payment or the dollar amount applied to each future fixed annuity
benefit payment. Each Present Value Withdrawal proportionately reduces the
number of Annuity Units applied to each future guaranteed variable annuity
benefit payment or the dollar amount applied to each future guaranteed fixed
annuity benefit payment. Because each variable annuity benefit payment is
determined by multiplying the number of Annuity Units by the value of an Annuity
Unit, the reduction in the number of Annuity Units will result in lower future
variable annuity benefit payments.

- PAYMENT WITHDRAWALS. Payment Withdrawals are available under Life, Life with
Period Certain, or Life with Cash Back annuity payout options. The Owner may
make one Payment Withdrawal in each calendar year.

Under a variable annuity payout option, the proportionate reduction in Annuity
Units is calculated by multiplying the number of Annuity Units in each future
variable annuity benefit payment (determined immediately prior to the
withdrawal) by the following fraction:

Amount of the variable withdrawal
------------------------------------------------

Present value of all remaining variable annuity benefit
payments immediately prior to the withdrawal

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<PAGE>
Because each variable annuity benefit payment is determined by multiplying the
number of Annuity Units by the value of an Annuity Unit, the reduction in the
number of Annuity Units will result in lower future variable annuity benefit
payments.

Under a fixed annuity payout option, the proportionate reduction is calculated
by multiplying the dollar amount of each future fixed annuity benefit payment
by a similar fraction, which is based on the amount of the fixed withdrawal
and present value of remaining fixed annuity benefit payments.

If a withdrawal is taken within 7 years of the Issue Date, the discount rate
used to calculate the present value will include an additional charge. See
"Calculation of Present Value," below.

- PRESENT VALUE WITHDRAWALS. Present Value Withdrawals are available under Life
with Period Certain or Life with Cash Back annuity payout options (the Owner
may make one Present Value Withdrawal in each calendar year, if there are
remaining guaranteed annuity benefit payments) and under Period Certain
annuity payout options (the Owner may make multiple Present Value Withdrawals
in each calendar year).

Under a variable annuity payout option, the proportionate reduction in Annuity
Units is calculated by multiplying the number of Annuity Units in each future
variable guaranteed annuity benefit payment (determined immediately prior to
the withdrawal) by the following fraction:

Amount of the variable withdrawal
------------------------------------------------

Present value of remaining guaranteed variable annuity
benefit payments immediately prior to the withdrawal

Because each variable annuity benefit payment is determined by multiplying the
number of Annuity Units by the value of an Annuity Unit, the reduction in the
number of Annuity Units will result in lower variable annuity benefit payments
with respect to the guaranteed payments. Under a fixed annuity payout option,
the proportionate reduction will result in lower fixed annuity benefit
payments with respect to the guaranteed payments. However, under a Life with
Period Certain annuity payout option or Life with Cash Back annuity payout
option, if the Annuitant is still living after the guaranteed number of
annuity benefit payments has been made, the number of Annuity Units or dollar
amount of future annuity benefit payments will be restored as if no Present
Value Withdrawal(s) had taken place.

If a withdrawal is taken within 7 years of the Issue Date, the discount rate
used to calculate the present value will include an additional charge. See
"Calculation of Present Value," below.

CALCULATION OF PRESENT VALUE. When a withdrawal is taken, the present value of
future annuity benefit payments is calculated based on an assumed mortality
table and a discount rate. The mortality table that is used will be equal to the
mortality table used at the time of annuitization to determine the annuity
benefit payments (currently the Annuity 2000 Mortality Table with male, female,
or unisex rates, as appropriate). The discount rate is the AIR (for a variable
annuity payout option) or the interest rate (for a fixed annuity payout option)
that was used at the time of annuitization to determine the annuity benefit
payments. If a withdrawal is made within 7 years of the Issue Date, the discount
rate is increased by one of the following charges ("Withdrawal Adjustment
Charge"):

- 15 or more years of annuity benefit payments being valued -- 1.00%*

- 10-14 years of annuity benefit payments being valued -- 1.50%*

- Less than 10 years of annuity benefit payments being valued -- 2.00%*

* The Withdrawal Adjustment Charge may be lower in some jurisdictions. See
Contract Specifications for the specific charge.

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<PAGE>
The Withdrawal Adjustment Charge does not apply if a withdrawal is made in
connection with the death of an Annuitant or if a withdrawal is made 7 or more
years after the Issue Date.

For each Payment Withdrawal, the number of years of annuity benefit payments
being valued depends upon the life expectancy of the Annuitant at the time of
the withdrawal. The life expectancy will be determined by a mortality table that
will be equal to the mortality table used at the time of annuitization to
determine the annuity benefit payments (currently the Annuity 2000 Mortality
Table).

Because the impact of the Withdrawal Adjustment Charge will depend on the type
of withdrawal taken, you should carefully consider the following before making a
withdrawal (especially if you are making the withdrawal under a Life with Period
Certain or Life with Cash Back annuity payout option):

- For a Payment Withdrawal, the present value calculation (including any
applicable adjustments) affects the proportionate reduction of the
remaining number of Annuity Units (under a variable annuity payout option)
or dollar amount (under a fixed annuity payout option), applied to each
future annuity benefit payment, as explained in "Calculation of
Proportionate Reduction -- Payment Withdrawals," above. If a Withdrawal
Adjustment Charge applies, there will be a larger proportionate reduction
in the number of Annuity Units or the dollar amount applied to each future
annuity benefit payment. This will result in lower future annuity benefit
payments, all other things being equal.

- For a Present Value Withdrawal, the discount factor is used in determining
the maximum amount that can be withdrawn under the present value
calculation. If a Withdrawal Adjustment Charge applies, the discount
factor will be higher, and the maximum amount that can be withdrawn will
be lower. In addition, there will be a larger proportionate reduction in
the number of Annuity Units or the dollar amount applied to each future
guaranteed annuity benefit payment. This will result in lower future
annuity benefit payments with respect to the guaranteed payments, all
other things being equal. See "Calculation of Proportionate Reduction --
Present Value Withdrawals," above.

For examples comparing a Payment Withdrawal and a Present Value Withdrawal, see
APPENDIX C -- EXAMPLES OF PRESENT VALUE WITHDRAWALS AND PAYMENT WITHDRAWALS.

DEFERRAL OF WITHDRAWALS. A withdrawal is normally payable within seven days
following the Company's receipt of the withdrawal request. However, the Company
reserves the right to defer withdrawals of amounts in each Sub-Account in any
period during which:

- trading on the New York Stock Exchange is restricted as determined by the
SEC or such Exchange is closed for other than weekends and holidays;

- the SEC has by order permitted such suspension; or

- an emergency, as determined by the SEC, exists such that disposal of
portfolio securities or valuation of assets of a separate account is not
reasonably practicable.

The Company reserves the right to defer withdrawals of amounts allocated to the
Company's General Account for a period not to exceed six months.

G. NORRIS DECISION

In the case of ARIZONA GOVERNING COMMITTEE V. NORRIS, the United States Supreme
Court ruled that, in connection with retirement benefit options offered under
certain employer-sponsored employee benefit plans, annuity payout options based
on sex-distinct actuarial tables are not permissible under Title VII of the
Civil Rights Act of 1964. The ruling requires that benefits derived from
contributions paid into a plan after August 1, 1983 be calculated without regard
to the sex of the employee. Annuity benefits attributable to payments received
by the Company under a Contract issued in connection with an employer-sponsored
benefit plan affected by the NORRIS decision will be based on unisex rates.

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<PAGE>
CHARGES AND DEDUCTIONS

Deductions under the Contract and charges against the assets of the Sub-Accounts
are described below. The Company uses a portion of some of the charges described
below to recover expenses associated with the Value Enhancement. Other
deductions and expenses paid out of the assets of the Underlying Portfolios are
described in the prospectuses and SAIs of the Underlying Portfolios.

A. VARIABLE ACCOUNT DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE. The Company assesses a charge against the
assets of each Sub-Account to compensate for certain mortality and expense risks
it has assumed. The mortality and expense risk charge is assessed daily at an
annual rate of 1.30% of each Sub-Account's assets. The charge is imposed during
both the accumulation phase and the annuity payout phase. The mortality risk
arises from the Company's guarantee that it will make annuity benefit payments
in accordance with annuity rate provisions established at the time the Contract
is issued for the life of the Annuitant (or in accordance with the annuity
payout option selected), no matter how long the Annuitant lives and no matter
how long all Annuitants as a class live. The mortality charge is deducted during
the annuity payout phase on all Contracts, including those that do not involve a
life contingency, even though the Company does not bear direct mortality risk
with respect to variable annuity settlement options that do not involve life
contingencies. The expense risk arises from the Company's guarantee that the
charges it makes will not exceed the limits described in the Contract and in
this Prospectus.

If the charge for mortality and expense risks is not sufficient to cover actual
mortality experience and expenses, the Company will absorb the losses. If
expenses are less than the amounts provided to the Company by the charge, the
difference will be a profit to the Company. To the extent this charge results in
a profit to the Company, such profit will be available for use by the Company
for, among other things, the payment of distribution, sales and other expenses,
and to partially recover the expenses associated with the Value Enhancement.

This charge may not be increased. Since mortality and expense risks involve
future contingencies that are not subject to precise determination in advance,
it is not feasible to identify specifically the portion of the charge which is
applicable to each.

ADMINISTRATIVE EXPENSE CHARGE. The Company assesses each Sub-Account with a
daily administrative expense charge at an annual rate of 0.15% of the average
daily net assets of the Sub-Account. This charge may not be increased. The
charge is imposed during both the accumulation phase and the annuity payout
phase. The daily administrative expense charge is assessed to help defray
administrative expenses actually incurred in the administration of the
Sub-Account. There is no direct relationship, however, between the amount of
administrative expenses imposed on a given Contract and the amount of expenses
actually attributable to that Contract.

Deductions for the Contract fee (described below under "B. Contract Fee") and
for the administrative expense charge are designed to reimburse the Company for
the cost of administration and related expenses and are not expected to be a
source of profit. The administrative functions and expense assumed by the
Company in connection with the Variable Account and the Contract include, but
are not limited to, clerical, accounting, actuarial and legal services, rent,
postage, telephone, office equipment and supplies, expenses of preparing and
printing registration statements, expense of preparing and typesetting
prospectuses and the cost of printing prospectuses not allocable to sales
expense, filing and other fees.

OPTIONAL RIDER CHARGE. Subject to state availability, the Company offers an
Enhanced Death Benefit Rider that is only available if elected by the Owner at
issue. Prior to the Annuity Date, a separate monthly charge is made for the
Rider, which is 0.25% on an annual basis.

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<PAGE>
For a description of the Rider, see "Optional Enhanced Death Benefit Rider"
under "F. Death Benefit" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION
PHASE, above. For a discussion of the optional Rider charge and the Fixed
Account and the Guarantee Period Accounts, see APPENDIX A -- MORE INFORMATION
ABOUT THE FIXED ACCOUNT and GUARANTEE PERIOD ACCOUNTS.

OTHER CHARGES. Because the Sub-Accounts purchase shares of the Underlying
Portfolios, the value of the net assets of the Sub-Accounts will reflect the
investment advisory fee and other expenses incurred by the Underlying
Portfolios. Management fee waivers and/or reimbursements may be in effect for
certain or all of the Underlying Portfolios. For specific information regarding
the existence and effect of any waivers/ reimbursements see "Annual Underlying
Portfolio Expenses" under SUMMARY OF FEES AND EXPENSES. The prospectuses and
SAIs of the Underlying Portfolios contain additional information concerning
expenses of the Underlying Portfolios.

B. CONTRACT FEE

A $35 Contract fee (a lower fee may apply in some states) currently is deducted
during the accumulation phase, on the Contract anniversary date and upon full
surrender of the Contract if the Accumulated Value on any of these dates is less
than $75,000. The Contract fee is currently waived for Contracts issued to and
maintained by the trustee of a 401(k) plan. The Company reserves the right to
impose a Contract fee up to $35 on Contracts issued to 401(k) plans but only
with respect to Contracts issued after the date the waiver is no longer
available.

Where Accumulated Value has been allocated to more than one account, a
percentage of the total Contract fee will be deducted from the value in each
account. The portion of the charge deducted from each account will be equal to
the percentage which the value in that account bears to the Accumulated Value
under the Contract. The deduction of the Contract fee from a Sub-Account will
result in cancellation of a number of Accumulation Units equal in value to the
portion of the charge deducted from that Sub-Account.

Where permitted by law, the Contract fee also may be waived for Contracts where,
on the Issue Date, either the Owner or the Annuitant is within the following
class of individuals: employees and registered representatives of any
broker-dealer which has entered into a sales agreement with the Company to sell
the Contract; employees of the Company, its affiliates and subsidiaries,
officers, directors, trustees and employees of any of the Underlying Portfolios;
investment managers or sub-advisers of any of the Underlying Portfolios; and the
spouses of and immediate family members residing in the same household with such
eligible persons. "Immediate family members" means children, siblings, parents
and grandparents.

C. PREMIUM TAXES

Some states and municipalities impose a premium tax on variable annuity
contracts. State premium taxes currently range up to 3.5%. The Company makes a
charge for state and municipal premium taxes, when applicable, and deducts the
amount paid as a premium tax charge. The current practice of the Company is to
deduct the premium tax charge in one of two ways:

1. if the premium tax was paid by the Company when payments were received,
the premium tax charge is deducted on a pro-rata basis when withdrawals
are made, upon surrender of the Contract, or when annuity benefit
payments begin (the Company reserves the right instead to deduct the
premium tax charge for a Contract at the time payments are received); or

2. the premium tax charge is deducted when annuity benefit payments begin.

In no event will a deduction be taken before the Company has incurred a tax
liability under applicable state law.

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<PAGE>
If no amount for premium tax was deducted at the time the payment was received,
but subsequently tax is determined to be due prior to the Annuity Date, the
Company reserves the right to deduct the premium tax from the Accumulated Value
at the time such determination is made.

D. SURRENDER CHARGE

No charge for sales expense is deducted from payments at the time the payments
are made. During the accumulation phase, a surrender charge, however, may be
deducted from the Accumulated Value in the case of surrender or withdrawal
within certain time limits described below. The Company uses a portion of the
surrender charge to recover expenses associated with the Value Enhancement.

CALCULATION OF SURRENDER CHARGE. For purposes of determining the surrender
charge, the Accumulated Value is divided into four categories:

- The amount available under the Withdrawal Without Surrender Charge
provision, described below;

- Old Payments -- total payments invested in the Contract for more than nine
years;

- New Payments -- payments received by the Company during the nine years
preceding the date of the surrender or withdrawal; and

- Cumulative Earnings.

Amounts available as a Withdrawal Without Surrender Charge, followed by Old
Payments, may be withdrawn from the Contract at any time without the imposition
of a surrender charge. However, if a withdrawal or surrender is attributable all
or in part to New Payments, a surrender charge may be imposed.

The amount of the charge will depend upon the number of years that any New
Payments to which the withdrawal is attributed have remained credited under the
Contract. For the purpose of calculating surrender charges for New Payments, all
amounts withdrawn are assumed to be deducted first from the oldest New Payment
and then from the next oldest New Payment and so on, until all New Payments have
been exhausted pursuant to the first-in-first-out ("FIFO") method of accounting.
(See FEDERAL TAX CONSIDERATIONS for a discussion of how withdrawals are treated
for income tax purposes.) The following surrender charge table outlines these
charges:

<TABLE>
<CAPTION>
COMPLETE YEARS FROM DATE OF PAYMENT SURRENDER CHARGE AS A PERCENT OF
TO DATE OF WITHDRAWAL THE PAYMENTS WITHDRAWN
--------------------- ----------------------
<S> <C>
Less than 1 8.5%
Less than 2 8.5%
Less than 3 8.5%
Less than 4 8.5%
Less than 5 7.5%
Less than 6 6.5%
Less than 7 5.5%
Less than 8 3.5%
Less than 9 1.5%
Thereafter 0%
</TABLE>

The amount withdrawn equals the amount requested by the Owner plus the surrender
charge, if any. The charge is applied as a percentage of the New Payments
withdrawn.

The total charge equals the aggregate of all applicable surrender charges for a
surrender and withdrawals, including the Withdrawal Adjustment Charge that may
apply if a withdrawal is taken during the Annuity

46
<PAGE>
Payout phase (see ANNUITIZATION -- THE PAYOUT PHASE, "F. Withdrawals After the
Annuity Date"). In no event will the total surrender and withdrawal charges
exceed a maximum limit of 8.5% of total gross New Payments.

WITHDRAWAL WITHOUT SURRENDER CHARGE. Each calendar year prior to the Annuity
Date, an Owner may withdraw a portion of the Contract's Surrender Value without
any applicable surrender charge ("Withdrawal Without Surrender Charge Amount" or
"WWSC amount"). The WWSC amount is equal to:

12% times (X less Y)* less Z where:

X is the total gross payments made to the contract

Y is any previous withdrawals that exceed the WWSC amount

Z is any previous WWSC amount withdrawn in the same CALENDAR year

* In the contract, X less Y is referred to as the Gross Payment Base

To illustrate how this works assume the following:

- The issue date is February 1, 2000.

- The initial payment to the contract is $100,000.

- No subsequent payments are made to the contract.

- The Owner makes the following withdrawals:

<TABLE>
<CAPTION>
CONTRACT YEAR IN
WHICH
DATE OF WITHDRAWAL AMOUNT OF
WITHDRAWAL MADE WITHDRAWAL
-------------- ---------------- ----------
<S> <C> <C> <C>
Withdrawal #1 April 1, 2000 1st $10,000
Withdrawal #2 August 1, 2000 1st $ 3,000
Withdrawal #3 April 1, 2001 2nd $15,000
Withdrawal #4 August 1, 2001 2nd $ 2,000
</TABLE>

WITHDRAWAL #1

First, determine the WWSC amount available at the time of the withdrawal:

12% times (X less Y) less Z where:

X is $100,000

Y is $0 (no previous withdrawals have been made)

Z is $0 (no previous withdrawals have been made)

12% times ($100,000 less $0) less $0 =

12% times ($100,000) less $0 =

$12,000 less $0 = $12,000

Second, compare the amount withdrawn to the available WWSC amount:

Withdrawal #1 of $10,000 is less than the WWSC amount of $12,000. Thus,
it is not subject to surrender charges.

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WITHDRAWAL #2

First, determine the WWSC amount available at the time of the withdrawal:

12% times (X less Y) less Z where:

X is $100,000

Y is $0 (Withdrawal #1, did not exceed the WWSC amount)

Z is $10,000 (Withdrawal #1 was made in the same CALENDAR year)

12% times ($100,000 less $0) less $10,000 =

12% times ($100,000) less $10,000 =

$12,000 less $10,000 = $2,000

Second, compare the amount withdrawn to the available WWSC amount:

Withdrawal #2 of $3,000 exceeds the available WWSC amount of $2,000.
Only $2,000 of Withdrawal #2 is part of the WWSC amount and $1,000
exceeds the WWSC amount.

WITHDRAWAL #3

First, determine the WWSC amount available at the time of the withdrawal:

12% times (X less Y) less Z where:

X is $100,000

Y is $1,000 ($1,000 of Withdrawal #2 exceeded the WWSC amount)

Z is $0 (This is the first withdrawal of this CALENDAR year)

12% times ($100,000 less $1,000) less $0 =

12% times ($99,000) less $0 =

$11,880 less $0 = $11,880

Second, compare the amount withdrawn to the available WWSC amount:

Withdrawal #3 of $15,000 exceeds the available WWSC amount of $11,880.
Only $11,880 of Withdrawal #3 is part of the WWSC amount and $3,120
exceeds the WWSC amount.

WITHDRAWAL #4

First, determine the WWSC amount available at the time of the withdrawal:

12% times (X less Y) less Z where:

X is $100,000

Y is $4,120 ($1,000 of Withdrawal #2 and $3,120 of Withdrawal #3
exceeded the WWSC amount)

Z is $11,880 (Withdrawal #3 was made in the same CALENDAR year)

12% times ($100,000 less $4,120) less $11,880 =

12% times ($95,880) less $11,880 =

$11,505.60 less $11,880 = $0

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Second, compare the amount withdrawn to the available WWSC amount:

The WWSC amount has been exhausted for this calendar year. Thus, none of
Withdrawal #4 is part of the WWSC amount.

IF YOU NEVER MAKE A WITHDRAWAL IN ANY CALENDAR YEAR THAT EXCEEDS THE WWSC
AMOUNT, THEN THE MAXIMUM AVAILABLE WWSC AMOUNT EACH CALENDAR YEAR WILL NEVER BE
LESS THAN 12% TIMES THE GROSS PAYMENTS MADE TO THE CONTRACT.

EFFECT OF WITHDRAWAL WITHOUT SURRENDER CHARGE AMOUNT. When a withdrawal is
taken, the Company deducts the WWSC amount in the following order.

- The Company first deducts the WWSC Amount from Cumulative Earnings.

- If the WWSC amount exceeds cumulative earnings, the Company will deem the
excess to be withdrawn from New Payments on a last-in-first-out (LIFO)
basis, so that the newest New Payments are withdrawn first. This results
in those New Payments, which are otherwise subject to the highest
surrender charge at that point in time, being withdrawn first without a
surrender charge.

- If more than one withdrawal is made during the calendar year, on each
subsequent withdrawal the Company will waive the surrender charge, if any,
until the entire Withdrawal Without Surrender Charge amount has been
withdrawn.

After the entire WWSC amount available in a calendar year has been withdrawn,
for the purposes of determining the amount of the surrender charge, if any,
withdrawals will be deemed to be taken in the following order:

- First from Old Payments

- Since Old Payments have been invested in the Contract for more than 9
years, the surrender charge is 0%.

- Second from New Payments

- Payments are now withdrawn from this category on a first-in-first-out
(FIFO) basis, so that the oldest New Payments are now withdrawn first.
This results in the withdrawal of New Payments with the lowest
surrender charge first.

- Third from Cumulative Earnings

For qualified Contracts and Contracts issued under Section 457 Deferred
Compensation Plans only, the maximum amount available without a surrender charge
during any calendar year will be the greatest of the WWSC amount described above
and the amount available as a Life Expectancy Distribution less Z (where Z has
the same value as outlined above).

For further information on surrender and withdrawals, including minimum limits
on amount withdrawn and amount remaining under the Contract in the case of
withdrawals, and important tax considerations, see "F. Surrender and
Withdrawals" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE and see
FEDERAL TAX CONSIDERATIONS.

REDUCTION OR ELIMINATION OF SURRENDER CHARGE AND ADDITIONAL AMOUNTS
CREDITED. Where permitted by law, the Company will waive the surrender charge
in the event that the Owner (or the Annuitant, if the Owner is not an
individual) becomes physically disabled after the Issue Date of the Contract (or
in the event

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that the original Owner or Annuitant has changed since issue, after being named
Owner or Annuitant) and before attaining age 65. The Company may require proof
of such disability and continuing disability and reserves the right to obtain an
examination by a licensed physician of its choice and at its expense.

In addition, the Company will waive the surrender charge in the event that an
Owner (or the Annuitant, if the Owner is not an individual) is:

(1) admitted to a medical care facility after becoming the Owner or
Annuitant under the Contract and remains confined there until the later
of one year after the Issue Date or 90 consecutive days; or

(2) first diagnosed by a licensed physician as having a fatal illness after
the Issue Date of the Contract and after being named Owner or Annuitant.

For purposes of the above provision, "medical care facility" means any
state-licensed facility or, in a state that does not require licensing, a
facility that is operating pursuant to state law, providing medically necessary
inpatient care which is prescribed by a licensed "physician" in writing and
based on physical limitations which prohibit daily living in a non-institutional
setting. "Fatal illness" means a condition diagnosed by a licensed "physician"
which is expected to result in death within two years of the diagnosis.
"Physician" means a person (other than the Owner, Annuitant or a member of one
of their families) who is state licensed to give medical care or treatment and
is acting within the scope of that license. "Physically disabled" means that the
Owner or Annuitant, as applicable, has been unable to engage in an occupation or
to conduct daily activities for a period of at least 12 consecutive months as a
result of disease or bodily injury.

Where surrender charges have been waived under any of the situations discussed
above, no additional payments under this Contract will be accepted unless
required by state law.

In addition, from time to time the Company may allow a reduction in or
elimination of the surrender charges, the period during which the charges apply,
or both, and/or credit additional amounts on Contracts, when Contracts are sold
to individuals or groups of individuals in a manner that reduces sales expenses.
The Company will consider factors such as the following:

- the size and type of group or class, and the persistency expected from
that group or class;

- the total amount of payments to be received, and the manner in which
payments are remitted;

- the purpose for which the Contracts are being purchased, and whether that
purpose makes it likely that costs and expenses will be reduced;

- other transactions where sales expenses are likely to be reduced; or

- the level of commissions paid to selling broker-dealers or certain
financial institutions with respect to Contracts within the same group or
class (for example, broker-dealers who offer this Contract in connection
with financial planning services offered on a fee-for-service basis).

The Company also may reduce or waive the surrender charge, and/or credit
additional amounts on Contracts, where either the Owner or the Annuitant on the
Issue Date is within the following class of individuals ("eligible persons"):

- employees and registered representatives of any broker-dealer which has
entered into a sales agreement with the Company to sell the Contract;

- employees of the Company, its affiliates and subsidiaries; officers,
directors, trustees and employees of any of the Underlying Portfolios;

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- investment managers or sub-advisers of the Underlying Portfolios; and

- the spouses of and immediate family members residing in the same household
with such eligible persons. "Immediate family members" means children,
siblings, parents, and grandparents.

In addition, if permitted under state law, surrender charge will be waived under
403(b) Contracts where the amount withdrawn is being contributed to a life
policy issued by the Company as part of the individual's 403(b) plan.

Where an Owner who is trustee under a pension plan surrenders, in whole or in
part, a Contract on a terminating employee, the trustee will be permitted to
reallocate all or a part of the Accumulated Value under the Contract to other
Contracts issued by the Company and owned by the trustee, with no deduction for
any otherwise applicable surrender charge. Any such reallocation will be at the
unit values for the Sub-Accounts as of the Valuation Date on which a written,
signed request is received at the Principal Office.

Any reduction or elimination in the amount or duration of the surrender charge
will not discriminate unfairly among purchasers of this Contract. The Company
will not make any changes to this charge where prohibited by law.

E. TRANSFER CHARGE

The Company currently does not assess a charge for processing transfers. The
Company guarantees that the first 12 transfers in a Contract Year will be free
of transfer charge, but reserves the right to assess a charge, guaranteed never
to exceed $25, for each subsequent transfer in a Contract Year to reimburse it
for the expense of processing transfers. For more information, see "E. Transfer
Privilege" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE and "E.
Transfers of Annuity Units" under ANNUITIZATION -- THE PAYOUT PHASE.

F. WITHDRAWAL ADJUSTMENT CHARGE

After the Annuity Date, a withdrawal will result in a calculation by the Company
of the present value of either all future annuity benefit payments or future
guaranteed annuity benefit payments. The present value is calculated based on
the Annuity 2000 Mortality Table (male, female or unisex rates as appropriate).
If a withdrawal is made within 7 years of the Issue Date, the AIR or interest
rate used to determine the annuity benefit payments is increased by one of the
following adjustments:

15 or more years of annuity benefit payments being valued -- 1.00%*

10-14 years of annuity benefit payments being valued -- 1.50%*

Less than 10 years of annuity benefit payments being valued -- 2.00%*

* The Withdrawal Adjustment Charge may be lower in some jurisdictions. See
Contract Specifications for the specific charge.

The adjustment to the AIR or interest rate used to determine the present value
results in lower future annuity payments, and may be viewed as a charge under
the Contract. The Withdrawal Adjustment Charge does not apply if a withdrawal is
made in connection with the death of an Annuitant or if a withdrawal is made 7
or more years after the Issue Date.

For more information see "F. Withdrawals After the Annuity Date," under
ANNUITIZATION -- THE PAYOUT PHASE.

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GUARANTEE PERIOD ACCOUNTS

Due to certain exemptive and exclusionary provisions in the securities laws,
interests in the Guarantee Period Accounts and the Company's Fixed Account are
not registered as an investment company under the provisions of the 1933 Act or
the 1940 Act. Accordingly, the staff of the SEC has not reviewed the disclosures
in this Prospectus relating to the Guarantee Period Accounts or the Fixed
Account. Nevertheless, disclosures regarding the Guarantee Period Accounts and
the Fixed Account of this Contract or any fixed benefits offered under these
accounts may be subject to the provisions of the 1933 Act relating to the
accuracy and completeness of statements made in the Prospectus.

INVESTMENT OPTIONS. In most jurisdictions, Guarantee Periods ranging from two
through ten years may be available. Each Guarantee Period established for the
Owner is accounted for separately in a non-unitized segregated account except in
California where it is accounted for in the Company's General Account. Each
Guarantee Period Account provides for the accumulation of interest at a
Guaranteed Interest Rate. The Guaranteed Interest Rate on amounts allocated or
transferred to a Guarantee Period Account is determined from time to time by the
Company in accordance with market conditions. Once an interest rate is in effect
for a Guarantee Period Account, however, the Company may not change it during
the duration of its Guarantee Period. If the optional Rider has not been
selected, in no event will the Guaranteed Interest Rate be less than 3%. If the
optional Rider has been selected, in no event will the Guaranteed Interest Rate
be less than 2.75%. This rate may be higher in some jurisdictions. The Guarantee
Period Accounts are not available in New York, Oregon, Maryland, and
Pennsylvania.

To the extent permitted by law, the Company reserves the right at any time to
offer Guarantee Periods with durations that differ from those which were
available when a Contract initially was issued and to stop accepting new
allocations, transfers or renewals to a particular Guarantee Period.

Owners may allocate net payments or make transfers from any of the Sub-Accounts,
the Fixed Account or an existing Guarantee Period Account to establish a new
Guarantee Period Account at any time prior to the Annuity Date. Transfers from a
Guarantee Period Account prior to the day following the expiration of that
Guarantee Period will be subject to a Market Value Adjustment. The Company
establishes a separate investment account each time the Owner allocates or
transfers amounts to a Guarantee Period except that amounts allocated to the
same Guarantee Period on the same day will be treated as one Guarantee Period
Account. The minimum that may be allocated to establish a Guarantee Period
Account is $1,000. If less than $1,000 is allocated, the Company reserves the
right to apply that amount to the Kemper Money Market Sub-Account. The Owner may
allocate amounts to any of the Guarantee Periods available.

At least 45 days, but not more than 75 days, prior to the end of a Guarantee
Period, the Company will notify the Owner in writing of the expiration of that
Guarantee Period. At the end of a Guarantee Period the Owner may transfer
amounts to the Sub-Accounts, the Fixed Account or establish a new Guarantee
Period Account of any duration then offered by the Company without a Market
Value Adjustment. If reallocation instructions are not received at the Principal
Office before the end of a Guarantee Period, the account value automatically
will be applied to a new Guarantee Period Account with the same duration at the
then current rate unless (1) less than $1,000 would remain in the Guarantee
Period Account on the expiration date, or (2) unless the Guarantee Period would
extend beyond the Annuity Date or is no longer available. In such cases, the
Guarantee Period Account value will be transferred to the Sub-Account investing
in the Kemper Money Market Sub-Account. Where amounts have been renewed
automatically in a new Guarantee Period, the Company currently gives the Owner
an additional 30 days to transfer out of the Guarantee Period Account without
application of a Market Value Adjustment. This practice may be discontinued or
changed with notice at the Company's discretion.

MARKET VALUE ADJUSTMENT. No Market Value Adjustment will be applied to
transfers, withdrawals, or surrender from a Guarantee Period Account on the
expiration of its Guarantee Period. In addition, no negative Market Value
Adjustment will be applied to a death benefit although a positive Market Value
Adjustment, if any, will be applied to increase the value of the death benefit
when based on the Contract's Accumulated

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Value. See "G. Death Benefit." All other transfers, withdrawals, or a surrender
prior to the end of a Guarantee Period will be subject to a Market Value
Adjustment, which may increase or decrease the value. Amounts applied under an
annuity option are treated as withdrawals when calculating the Market Value
Adjustment. The Market Value Adjustment will be determined by multiplying the
amount taken from each Guarantee Period Account before deduction of any
Surrender Charge by the market value factor. The market value factor for each
Guarantee Period Account is equal to:

[(1+i)/(1+j)]to the power of (n/365) - 1

where: i is the Guaranteed Interest Rate (adjusted due to selection of
any optional Rider, if applicable) expressed as a decimal for
example: (3% = 0.03) being credited to the current Guarantee
Period;

j is the new Guaranteed Interest Rate, expressed as a decimal,
for a Guarantee Period with a duration equal to the number of
years remaining in the current Guarantee Period, rounded to
the next higher number of whole years. If that rate is not
available, the Company will use a suitable rate or index
allowed by the Department of Insurance; and

n is the number of days remaining from the Valuation Date to the
end of the current Guarantee Period.

Based on the application of this formula, the value of a Guarantee Period
Account will increase after the Market Value Adjustment is applied if the then
current market rates are lower than the rate being credited to the Guarantee
Period Account. Similarly, the value of a Guarantee Period Account will decrease
after the Market Value Adjustment is applied if the then current market rates
are higher than the rate being credited to the Guarantee Period Account. The
Market Value Adjustment is limited; however, so that even if the account value
is decreased after application of a Market Value Adjustment, it will equal or
exceed the Owner's principal plus 3%* earnings per year less applicable Contract
fees. Conversely, if the then current market rates are lower and the account
value is increased after the Market Value Adjustment is applied, the increase in
value is also affected by the minimum guaranteed rate of 3%*. The amount that
will be added to the Guarantee Period Account is limited to the difference
between the amount earned and the 3%* minimum guaranteed earnings. For examples
of how the Market Value Adjustment works, See APPENDIX B -- SURRENDER CHARGES
AND THE MARKET VALUE ADJUSTMENT.

*The minimum guaranteed rate is 2.75% if the optional Rider has been selected.
The minimum guaranteed rate may be higher in some jurisdictions.

WITHDRAWALS. Prior to the Annuity Date, the Owner may make withdrawals of
amounts held in the Guarantee Period Accounts. Withdrawals from these accounts
will be made in the same manner and be subject to the same rules as set forth
under "F. Surrender and Withdrawals." In addition, the following provisions also
apply to withdrawals from a Guarantee Period Account: (1) a Market Value
Adjustment will apply to all withdrawals, including Withdrawals Without
Surrender Charge, unless made at the end of the Guarantee Period; and (2) the
Company reserves the right to defer payments of amounts withdrawn from a
Guarantee Period Account for up to six months from the date it receives the
withdrawal request. If deferred for 30 days or more, the Company will pay
interest on the amount deferred at a rate of at least 3%.

In the event that a Market Value Adjustment applies to a withdrawal of a portion
of the value of a Guarantee Period Account, it will be calculated on the amount
requested and deducted from or added to the amount withdrawn. If a surrender
charge applies to the withdrawal, it will be calculated as set forth under "D.
Surrender Charge" after application of the Market Value Adjustment.

SELECTION OF OPTIONAL RIDER. If the optional Rider has been selected, the
Guaranteed Interest Rate may be 0.25% lower than if the Rider had not been
selected.

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FEDERAL TAX CONSIDERATIONS

The effect of federal income taxes on the value of a Contract, on withdrawals or
surrenders, on annuity benefit payments, and on the economic benefit to the
Owner, Annuitant, or beneficiary depends upon a variety of factors. The
following discussion is based upon the Company's understanding of current
federal income tax laws as they are interpreted as of the date of this
Prospectus. No representation is made regarding the likelihood of continuation
of current federal income tax laws or of current interpretations by the IRS. In
addition, this discussion does not address state or local tax consequences that
may be associated with the Contract.

IT SHOULD BE RECOGNIZED THAT THE FOLLOWING DISCUSSION OF FEDERAL INCOME TAX
ASPECTS OF AMOUNTS RECEIVED UNDER VARIABLE ANNUITY CONTRACTS IS NOT EXHAUSTIVE,
DOES NOT PURPORT TO COVER ALL SITUATIONS, AND IS NOT INTENDED AS TAX ADVICE. A
QUALIFIED TAX ADVISER ALWAYS SHOULD BE CONSULTED WITH REGARD TO THE APPLICATION
OF LAW TO INDIVIDUAL CIRCUMSTANCES.

A. GENERAL

THE COMPANY. The Company intends to make a charge for any effect which the
income, assets, or existence of the Contract, the Variable Account or the
Sub-Accounts may have upon its tax. The Variable Account presently is not
subject to tax, but the Company reserves the right to assess a charge for taxes
should the Variable Account at any time become subject to tax. Any charge for
taxes will be assessed on a fair and equitable basis in order to preserve equity
among classes of Owners and with respect to each separate account as though that
separate account was a separate taxable entity.

The Variable Account is considered a part of and taxed with the operations of
the Company. The Company is taxed as a life insurance company under Subchapter L
of the Code. The Company files a consolidated tax return with its affiliates.

DIVERSIFICATION REQUIREMENTS. The IRS has issued regulations under Section
817(h) of the Code relating to the diversification requirements for variable
annuity and variable life insurance contracts. The regulations prescribed by the
Treasury Department provide that the investments of a segregated asset account
underlying a variable annuity contract are adequately diversified if no more
than 55% of the value of its assets is represented by any one investment, no
more than 70% by any two investments, no more than 80% by any three investments,
and no more than 90% by any four investments. Under this section of the Code, if
the investments are not adequately diversified, the Contract will not be treated
as an annuity contract, and therefore the income on the Contract, for any
taxable year of the Owner, would be treated as ordinary income received or
accrued by the Owner. It is anticipated that the Underlying Portfolios will
comply with the current diversification requirements. In the event that future
IRS regulations and/or rulings would require Contract modifications in order to
remain in compliance with the diversification standards, the Company will make
reasonable efforts to comply, and it reserves the right to make such changes as
it deems appropriate for that purpose.

INVESTOR CONTROL. In order for a variable annuity contract to qualify for tax
deferral, the Company, and not the variable contract owner, must be considered
to be the owner for tax purposes of the assets in the segregated asset account
underlying the variable annuity contract. In certain circumstances, however,
variable annuity contract owners may now be considered the owners of these
assets for federal income tax purposes. Specifically, the IRS has stated in
published rulings that a variable annuity contract owner may be considered the
owner of segregated account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection with
the issuance of regulations concerning investment diversification, that those
regulations do not provide guidance governing the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., the contract owner), rather than the insurance company, to be
treated as the owner of the assets in the account. This announcement also states
that guidance would be issued by way of regulations or rulings on the "extent to
which policyholders may direct their

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investments to particular sub-accounts without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued. The Company therefore additionally reserves the right to modify the
Contract as necessary in order to attempt to prevent a contract owner from being
considered the owner of a pro rata share of the assets of the segregated asset
account underlying the variable annuity contracts.

B. QUALIFIED AND NON-QUALIFIED CONTRACTS

From a federal tax viewpoint there are two types of variable annuity contracts,
"qualified" contracts and "non-qualified" contracts. A qualified contract is one
that is purchased in connection with a retirement plan which meets the
requirements of Sections 401, 403, or 408 or 408A of the Code, while a
non-qualified contract is one that is not purchased in connection with one of
the indicated retirement plans. The tax treatment for certain withdrawals or
surrenders will vary, depending on whether they are made from a qualified
contract or a non- qualified contract. For more information on the tax
provisions applicable to qualified contracts, see "E. Provisions Applicable to
Qualified Employer Plans" below.

C. TAXATION OF THE CONTRACT IN GENERAL

The Company believes that the Contract described in this Prospectus will, with
certain exceptions (see "Nonnatural Owner" below), be considered an annuity
contract under Section 72 of the Code. Please note, however, if the Owner
chooses an Annuity Date beyond the Owner's 85th birthday, it is possible that
the Contract may not be considered an annuity for tax purposes, and therefore,
the Owner will be taxed on the annual increase in Accumulated Value. The Owner
should consult tax and financial advisors for more information. This section
governs the taxation of annuities. The following discussion concerns annuities
subject to Section 72.

WITHDRAWALS PRIOR TO ANNUITIZATION. With certain exceptions, any increase in
the Contract's Accumulated Value is not taxable to the Owner until it is
withdrawn from the Contract. Under the current provisions of the Code, amounts
received under an annuity contract prior to annuitization (including payments
made upon the death of the annuitant or owner), generally are first attributable
to any investment gains credited to the contract over the taxpayer's "investment
in the contract." Such amounts will be treated as gross income subject to
federal income taxation. "Investment in the contract" is the total of all
payments to the Contract which were not excluded from the Owner's gross income
less any amounts previously withdrawn which were not included in income. Section
72(e)(11)(A)(ii) requires that all non-qualified deferred annuity contracts
issued by the same insurance company to the same owner during a single calendar
year be treated as one contract in determining taxable distributions.

WITHDRAWALS AFTER ANNUITIZATION. A withdrawal from a qualified or non-qualified
contract may create significant adverse tax consequences. It is possible that
the Internal Revenue Service may take the view that when withdrawals (other than
annuity payments) are taken during the annuity payout phase of the Contract, all
amounts received by the taxpayer are taxable at ordinary income rates as amounts
"not received as an annuity." In addition, such amounts may be taxable to the
recipient without regard to the Owner's investment in the Contract or any
investment gain that might be present in the current Annuity Value.

For example, assume that a Contract owner with a Contract Value of $100,000 of
which $90,000 is comprised of investment in the Contract and $10,000 is
investment gain, makes a withdrawal of $20,000 during the annuity payout phase.
Under this view, the Contract owner would pay income taxes on the entire $20,000
amount in that tax year. For some taxpayers, such as those under age 59 1/2,
additional tax penalties may also apply.

OWNERS OF QUALIFIED AND NON-QUALIFIED CONTRACTS SHOULD CONSIDER CAREFULLY THE
TAX IMPLICATIONS OF ANY WITHDRAWAL REQUESTS AND THEIR NEED FOR CONTRACT FUNDS
PRIOR TO THE EXERCISE OF THE WITHDRAWAL RIGHT. CONTRACT OWNERS SHOULD ALSO
CONTACT THEIR TAX ADVISER PRIOR TO MAKING WITHDRAWALS.

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ANNUITY PAYOUTS AFTER ANNUITIZATION. When annuity benefit payments begin under
the Contract, generally a portion of each payment may be excluded from gross
income. The excludable portion generally is determined by a formula that
establishes the ratio that the investment in the Contract bears to the expected
return under the Contract. The portion of the payment in excess of this
excludable amount is taxable as ordinary income. Once all the investment in the
Contract is recovered, the entire payment is taxable. If the annuitant dies
before cost basis is recovered, a deduction for the difference is allowed on the
Owner's final tax return.

PENALTY ON DISTRIBUTION. A 10% penalty tax may be imposed on the withdrawal of
investment gains if the withdrawal is made prior to age 59 1/2. The penalty tax
will not be imposed on withdrawals:

- taken on or after age 59 1/2; or

- if the withdrawal follows the death of the Owner (or, if the Owner is not
an individual, the death of the primary Annuitant, as defined in the
Code); or

- in the case of the Owner's "total disability" (as defined in the Code); or

- if withdrawals from a qualified Contract are made to an employee who has
terminated employment after reaching age 55; or

- irrespective of age, if the amount received is one of a series of
"substantially equal" periodic payments made at least annually for the
life or life expectancy of the payee.

The requirement of "substantially equal" periodic payments is met when the Owner
elects to have distributions made over the Owner's life expectancy, or over the
joint life expectancy of the Owner and beneficiary. The requirement is also met
when the number of units withdrawn to make each distribution is substantially
the same. Any modification, other than by reason of death or disability, of
distributions which are part of a series of substantially equal periodic
payments that occurs before the later of the Owner's age 59 1/2 or five years,
will subject the Owner to the 10% penalty tax on the prior distributions.

In a Private Letter Ruling, the IRS took the position that where distributions
from a variable annuity contract were determined by amortizing the accumulated
value of the contract over the taxpayer's remaining life expectancy, and the
option could be changed or terminated at any time, the distributions failed to
qualify as part of a "series of substantially equal payments" within the meaning
of Section 72 of the Code. The distributions, therefore, were subject to the 10%
federal penalty tax. This Private Letter Ruling may be applicable to an Owner
who receives distributions under any LED-type option prior to age 59 1/2.
Subsequent Private Letter Rulings, however, have treated LED-type withdrawal
programs as effectively avoiding the 10% penalty tax. The position of the IRS on
this issue is unclear.

ASSIGNMENTS OR TRANSFERS. If the Owner transfers (assigns) the Contract to
another individual as a gift prior to the Annuity Date, the Code provides that
the Owner will incur taxable income at the time of the transfer. An exception is
provided for certain transfers between spouses. The amount of taxable income
upon such taxable transfer is equal to any investment gain in value over the
Owner's cost basis at the time of the transfer. The transfer also is subject to
federal gift tax provisions.

NONNATURAL OWNERS. As a general rule, deferred annuity contracts owned by
"nonnatural persons" (e.g., a corporation) are not treated as annuity contracts
for federal tax purposes, and the investment income attributable to
contributions made after February 28, 1986 is taxed as ordinary income that is
received or accrued by the owner during the taxable year. This rule does not
apply to annuity contracts purchased with a single payment when the annuity date
is no later than a year from the Issue Date or to deferred annuities owned by
qualified employer plans, estates, employers with respect to a terminated
pension plan, and entities other than employers, such as a trust, holding an
annuity as an agent for a natural person. This exception,

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however, will not apply in cases of any employer who is the owner of an annuity
contract under a non-qualified deferred compensation plan.

DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT
ORGANIZATIONS. Under Section 457 of the Code, deferred compensation plans
established by governmental and certain other tax-exempt employers for their
employees may invest in annuity contracts. Contributions and investment earnings
are not taxable to employees until distributed; however, with respect to
payments made after February 28, 1986, a Contract owned by a state or local
government or a tax-exempt organization will not be treated as an annuity under
Section 72 as well.

D. TAX WITHHOLDING

The Code requires withholding with respect to payments or distributions from
non-qualified contracts and IRAs, unless a taxpayer elects not to have
withholding. A 20% withholding requirement applies to distributions from most
other qualified contracts. In addition, the Code requires reporting to the IRS
of the amount of income received with respect to payment or distributions from
annuities.

E. PROVISIONS APPLICABLE TO QUALIFIED EMPLOYER PLANS

Federal income taxation of assets held inside a qualified retirement plan and of
earnings on those assets is deferred until distribution of plan benefits begins.
As such, it is not necessary to purchase a variable annuity contract solely to
obtain its tax deferral feature. However, other features offered under this
Contract and described in this Prospectus -- such as the minimum guaranteed
death benefit, the guaranteed fixed annuity rates and the wide variety of
investment options -- may make this Contract a suitable investment for your
qualified retirement plan.

The tax rules applicable to qualified retirement plans, as defined by the Code,
are complex and vary according to the type of plan. Benefits under a qualified
plan may be subject to that plan's terms and conditions irrespective of the
terms and conditions of any annuity contract used to fund such benefits. As
such, the following is simply a general description of various types of
qualified plans that may use the Contract. Before purchasing any annuity
contract for use in funding a qualified plan, more specific information should
be obtained.

Qualified Contracts may include special provisions (endorsements) changing or
restricting rights and benefits otherwise available to owners of non-qualified
Contracts. Individuals purchasing a qualified Contract should carefully review
any such changes or limitations which may include restrictions to ownership,
transferability, assignability, contributions, and distributions.

CORPORATE AND SELF-EMPLOYED ("H.R. 10" AND "KEOGH") PENSION AND PROFIT SHARING
PLANS. Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of tax-favored retirement
plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962,
as amended, permits self-employed individuals to establish similar plans for
themselves and their employees. Employers intending to use qualified Contracts
in connection with such plans should seek competent advice as to the suitability
of the Contract to their specific needs and as to applicable Code limitations
and tax consequences.

The Company can provide prototype plans for certain pension or profit sharing
plans for review by the plan's legal counsel. For information, ask your
financial representative.

INDIVIDUAL RETIREMENT ANNUITIES. Sections 408 and 408A of the Code permits
eligible individuals to contribute to an individual retirement program known as
an Individual Retirement Annuity ("IRA"). Note: This term covers all IRAs
permitted under Sections 408 and 408A of the Code, including Roth IRAs. IRAs are
subject to limits on the amounts that may be contributed, the persons who may be
eligible, and on the time

57
<PAGE>
when distributions may commence. In addition, certain distributions from other
types of retirement plans may be "rolled over," on a tax-deferred basis, to an
IRA. Purchasers of an IRA Contract will be provided with supplementary
information as may be required by the IRS or other appropriate agency, and will
have the right to cancel the Contract as described in this Prospectus. See "D.
Right to Cancel."

Eligible employers that meet specified criteria may establish simplified
employee pension plans (SEP-IRAs) for their employees using IRAs. Employer
contributions that may be made to such plans are larger than the amounts that
may be contributed to regular IRAs and may be deductible to the employer.

TAX-SHELTERED ANNUITIES ("TSAS"). Under the provisions of Section 403(b) of the
Code, payments made to annuity Contracts purchased for employees under annuity
plans adopted by public school systems and certain organizations which are tax
exempt under Section 501(c)(3) of the Code are excludable from the gross income
of such employees to the extent that total annual payments do not exceed the
maximum contribution permitted under the Code. Purchasers of TSA contracts
should seek competent advice as to eligibility, limitations on permissible
payments and other tax consequences associated with the contracts.

Withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) made to a TSA contract after December
31, 1988, may not begin before the employee attains age 59 1/2, separates from
service, dies or becomes disabled. In the case of hardship, an Owner may
withdraw amounts contributed by salary reduction, but not the earnings on such
amounts. Even though a distribution may be permitted under these rules (e.g.,
for hardship or after separation from service), it may be subject to a 10%
penalty tax as a premature distribution, in addition to income tax.

TEXAS OPTIONAL RETIREMENT PROGRAM. Distributions under a TSA contract issued to
participants in the Texas Optional Retirement Program may not be received except
in the case of the participant's death, retirement or termination of employment
in the Texas public institutions of higher education. These additional
restrictions are imposed under the Texas Government Code and a prior opinion of
the Texas Attorney General.

STATEMENTS AND REPORTS

An Owner is sent a report semi-annually which provides certain financial
information about the Underlying Portfolios. At least annually, but possibly as
frequently as quarterly, the Company will furnish a statement to the Owner
containing information about his or her Contract, including Accumulation Unit
Values and other information as required by applicable law, rules and
regulations. The Company will also send a confirmation statement to Owners each
time a transaction is made affecting the Contract Value. (Certain transactions
made under recurring payment plans may in the future be confirmed quarterly
rather than by immediate confirmations.) The Owner should review the information
in all statements carefully. All errors or corrections must be reported to the
Company immediately to assure proper crediting to the Contract. The Company will
assume that all transactions are accurately reported on confirmation statements
and quarterly/annual statements unless the Owner notifies the Principal Office
in writing within 30 days after receipt of the statement.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

The Company reserves the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares that are held in the
Sub-Accounts or that the Sub-Accounts may purchase. If the shares of any
Underlying Portfolio no longer are available for investment or if, in the
Company's judgment, further investment in any Underlying Portfolio should become
inappropriate in view of the purposes of the Variable Account or the affected
Sub-Account, the Company may withdraw the shares of that Underlying Portfolio
and substitute shares of another registered open-end management company. The
Company will not substitute any shares attributable to a Contract interest in a
Sub-Account without notice to the Owner and prior approval of the SEC and state
insurance authorities, to the extent required by the 1940 Act or other
applicable law. The Variable Account may, to the extent permitted by law,
purchase other securities for other contracts or permit a conversion between
contracts upon request by an Owner.

58
<PAGE>
The Company also reserves the right to establish additional Sub-Accounts of the
Variable Account, each of which would invest in shares corresponding to a new
Underlying Portfolio or in shares of another investment company having a
specified investment objective. Subject to applicable law and any required SEC
approval, the Company may, in its sole discretion, establish new Sub-Accounts or
eliminate one or more Sub-Accounts if marketing needs, tax considerations or
investment conditions warrant. Any new Sub-Accounts may be made available to
existing Owners on a basis to be determined by the Company.

Shares of the Underlying Portfolios also are issued to variable accounts of the
Company and its affiliates which issue variable life contracts ("mixed
funding"). Shares of the Underlying Portfolios also are issued to other
unaffiliated insurance companies ("shared funding"). It is conceivable that in
the future such mixed funding or shared funding may be disadvantageous for
variable life owners or variable annuity owners. Although the Company and the
Underlying Portfolios do not currently foresee any such disadvantages to either
variable life insurance owners or variable annuity owners, the Company and the
respective trustees intend to monitor events in order to identify any material
conflicts between such owners, and to determine what action, if any, should be
taken in response thereto. If the trustees were to conclude that separate funds
should be established for variable life and variable annuity separate accounts,
the Company will bear the attendant expenses.

The Company reserves the right, subject to compliance with applicable law, to:

(1) transfer assets from the Variable Account or Sub-Account to another of
the Company's variable accounts or sub-accounts having assets of the same
class,

(2) to operate the Variable Account or any Sub-Account as a management
investment company under the 1940 Act or in any other form permitted by
law,

(3) to deregister the Variable Account under the 1940 Act in accordance with
the requirements of the 1940 Act,

(4) to substitute the shares of any other registered investment company for
the Portfolio shares held by a Sub-Account, in the event that Portfolio
shares are unavailable for investment, or if the Company determines that
further investment in such Portfolio shares is inappropriate in view of
the purpose of the Sub-Account,

(5) to change the methodology for determining the net investment factor,

(6) to change the names of the Variable Account or of the Sub-Accounts. In
no event will the changes described be made without notice to Owners in
accordance with the 1940 Act, and

(7) to combine with other Sub-Accounts or other Separate Accounts of the
Company.

If any of these substitutions or changes is made, the Company may endorse the
Contract to reflect the substitution or change, and will notify Owners of all
such changes. In no event will the changes described above be made without
notice to Owners in accordance with the 1940 Act.

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

The Company reserves the right, without the consent of Owners, to suspend sales
of the Contract as presently offered, and to make any change to provisions of
the Contract to comply with, or give Owners the benefit of, any federal or state
statute, rule or regulation (or any laws, regulations or rules of any
jurisdiction in which the Company is doing business), including but not limited
to requirements for annuity contracts and retirement plans under the Code and
pertinent regulations or any state statute or regulation. Any such changes will
apply uniformly to all Contracts that are affected. Owners will be given written
notice of such changes.

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<PAGE>
VOTING RIGHTS

The Company will vote Underlying Portfolio shares held by each Sub-Account in
accordance with instructions received from Owners. Each person having a voting
interest in a Sub-Account will be provided with proxy materials of the
Underlying Portfolio, together with a form with which to give voting
instructions to the Company.

Shares for which no timely instructions are received will be voted in proportion
to the instructions that are received. The Company also will vote shares in a
Sub-Account that it owns and which are not attributable to Contracts in the same
proportion. If the 1940 Act or any rules thereunder should be amended or if the
present interpretation of the 1940 Act or such rules should change, and as a
result the Company determines that it is permitted to vote shares in its own
right, whether or not such shares are attributable to the Contract, the Company
reserves the right to do so.

The number of votes which an Owner may cast will be determined by the Company as
of the record date established by the Underlying Portfolio. During the
accumulation period, the number of Underlying Portfolio shares attributable to
each Owner will be determined by dividing the dollar value of the Accumulation
Units of the Sub-Account credited to the Contract by the net asset value of one
Underlying Portfolio share. During the annuity payout phase, the number of
Underlying Portfolio shares attributable to each Owner will be determined by
dividing the reserve held in each Sub-Account for the Owner's Variable Annuity
by the net asset value of one Underlying Portfolio share. Ordinarily, the
Owner's voting interest in the Underlying Portfolio will decrease as the reserve
for the Variable Annuity is depleted.

DISTRIBUTION

The Contract offered by this Prospectus may be purchased from certain
independent broker-dealers which are registered under the Securities and
Exchange Act of 1934 and members of the National Association of Securities
Dealers, Inc. ("NASD"). The Contract also is offered through Allmerica
Investments, Inc., which is the principal underwriter and distributor of the
Contracts. Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653,
is a registered broker-dealer, a member of the NASD and an indirectly wholly
owned subsidiary of First Allmerica.

The Company pays commissions not to exceed 9.0% of payments to broker-dealers
which sell the Contract. Alternative commission schedules are available with
lower initial commission amounts based on payments, plus ongoing annual
compensation of up to 1% of Contract value. To the extent permitted by NASD
rules, promotional incentives or payments also may be provided to such
broker-dealers based on sales volumes, the assumption of wholesaling functions,
or other sales-related criteria. Additional payments may be made for other
services not directly related to the sale of the Contract, including the
recruitment and training of personnel, production of promotional literature, and
similar services.

The Company intends to recoup commissions and other sales expenses through a
combination of anticipated surrender charges and profits from the Company's
General Account, which may include amounts derived from mortality and risk
charges. Commissions paid on the Contract, including additional incentives or
payments, do not result in any additional charge to Owners or to the Variable
Account. The Company will retain any surrender charges assessed on a Contract.

Owners may direct any inquiries to their financial representative or to
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653, telephone
1-800-782-8380.

60
<PAGE>
LEGAL MATTERS

There are no legal proceedings pending to which the Variable Account is a party,
or to which the assets of the Variable Account are subject. The Company and the
Principal Underwriter are not involved in any litigation that is of material
importance in relation to its total assets or that relates to the Separate
Account.

FURTHER INFORMATION

A Registration Statement under the 1933 Act relating to this offering has been
filed with the SEC. Certain portions of the Registration Statement and
amendments have been omitted in this Prospectus pursuant to the rules and
regulations of the SEC. The omitted information may be obtained from the SEC's
principal office in Washington, D.C., upon payment of the SEC's prescribed fees.

61
<PAGE>
APPENDIX A
MORE INFORMATION ABOUT THE FIXED ACCOUNT

Because of exemption and exclusionary provisions in the securities laws,
interests in the Fixed Account generally are not subject to regulation under the
provisions of the 1933 Act or the 1940 Act. Disclosures regarding the fixed
portion of the annuity Contract and the Fixed Account may be subject to the
provisions of the 1933 Act concerning the accuracy and completeness of
statements made in this Prospectus. The disclosures in this APPENDIX A have not
been reviewed by the SEC.

The Fixed Account is part of the Company's General Account which is made up of
all of the general assets of the Company other than those allocated to a
separate account. Allocations to the Fixed Account become part of the assets of
the Company and are used to support insurance and annuity obligations. A portion
or all of net payments may be allocated to accumulate at a fixed rate of
interest in the Fixed Account. Such net amounts are guaranteed by the Company as
to principal and a minimum rate of interest. Under the Contract if the optional
Rider has not been selected, the minimum interest which may be credited on
amounts allocated to the Fixed Account is 3% annually compounded daily. If the
optional Rider has been selected, the minimum interest which may be credited on
amounts allocated to the Fixed Account is 2.75% annually compounded daily.
Additional "Excess Interest" may or may not be credited at the sole discretion
of the Company.

SELECTION OF OPTIONAL RIDER. If the optional Rider has been selected, the
credited rate will be 0.25% lower than if the Rider had not been selected.

STATE RESTRICTIONS. Certain states may impose restrictions on payments and
transfers to the Fixed Account.

A-1
<PAGE>
APPENDIX B
SURRENDER CHARGES AND THE MARKET VALUE ADJUSTMENT

PART 1: SURRENDER CHARGES

FULL SURRENDER -- Assume a payment of $100,000 is made on the Issue Date and no
additional payments are made. Assume there are no partial withdrawals and that
the Withdrawal Without Surrender Charge Amount is equal to 12% of the Gross
Payment Base in the Contract. The table below presents examples of the surrender
charge resulting from a full surrender, based on Hypothetical Accumulated
Values.

<TABLE>
<CAPTION>
HYPOTHETICAL WITHDRAWAL SURRENDER
CONTRACT ACCUMULATED WITHOUT SURRENDER CHARGE SURRENDER
YEAR VALUE CHARGE AMOUNT PERCENTAGE CHARGE
---- ----- ------------- ---------- ------
<S> <C> <C> <C> <C>
1 $108,000 $12,000 8.5% $8,160
2 116,640 12,000 8.5% 8,500
3 125,971 12,000 8.5% 8,500
4 137,409 12,000 8.5% 8,500
5 148,402 12,000 7.5% 7,500
6 160,274 12,000 6.5% 6,500
7 174,827 12,000 5.5% 5,500
8 188,813 12,000 3.5% 3,500
9 203,918 12,000 1.5% 1,500
10 222,434 12,000 0.0% 0
</TABLE>

WITHDRAWALS -- Assume a payment of $100,000 is made on the Issue Date and no
additional payments are made. Assume that the Withdrawal Without Surrender
Charge Amount is equal to 12% of the Gross Payment Base and there are
withdrawals as detailed below. The table below presents examples of the
surrender charge resulting from withdrawals, based on Hypothetical Accumulated
Values:

<TABLE>
<CAPTION>
HYPOTHETICAL WITHDRAWAL SURRENDER
CONTRACT ACCUMULATED WITHOUT SURRENDER CHARGE SURRENDER
YEAR VALUE WITHDRAWALS CHARGE AMOUNT PERCENTAGE CHARGE
---- ----- ----------- ------------- ---------- ------
<S> <C> <C> <C> <C> <C>
1 $108,000 $ 0 $12,000 8.5% $ 0
2 116,640 0 12,000 8.5% 0
3 125,971 0 12,000 8.5% 0
4 137,409 30,000 12,000 8.5% 1,530
5 116,002 10,000 9,840 7.5% 12
6 115,627 5,000 9,821 6.5% 0
7 119,477 10,000 9,821 5.5% 10
8 118,235 15,000 9,799 3.5% 182
9 112,609 5,000 9,175 1.5% 0
10 116,218 3,000 9,175 0.0% 0
</TABLE>

B-1
<PAGE>
PART 2: MARKET VALUE ADJUSTMENT

The market value factor is: [(1+i)/(1+j)]to the power of n/365 - 1

The following examples assume:

1. The payment was allocated to a ten-year Guarantee Period Account with a
Guaranteed Interest Rate of 8%.

2. The date of surrender is seven years (2,555 days) from the expiration
date.

3. The value of the Guarantee Period Account is equal to $127,230.91 at the
end of three years.

4. No transfers or withdrawals affecting this Guarantee Period Account have
been made.

5. Surrender charges, if any, are calculated in the same manner as shown in
the examples in Part 1.

NEGATIVE MARKET VALUE ADJUSTMENT (UNCAPPED)*

Assume that on the date of surrender, the current rate (j) is 10.00% or 0.10

<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 - 1
= [(1+.08)/(1+.10)] to the power of 2555/365 - 1
= (.98182) to the power of 7 - 1
= -.12054

The market value adjustment = the market value factor multiplied by the withdrawal
= -.12054 X $127,230.91
= -$15,336.41
</TABLE>

POSITIVE MARKET VALUE ADJUSTMENT (UNCAPPED)*

Assume that on the date of surrender, the current rate (j) is 7.00% or 0.07

<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 - 1
= [(1+.08)/(1+.07)] to the power of 2555/365 - 1
= (1.00935) to the power of 7 - 1
= .06728

The market value adjustment = the market value factor multiplied by the withdrawal
= .06728 X $127,230.91
= $8,560.10
</TABLE>

*Uncapped is a straight application of the Market Value Adjustment formula when
the value produced is less than the cap.

B-2
<PAGE>
NEGATIVE MARKET VALUE ADJUSTMENT (CAPPED)*

Assume that on the date of surrender, the current rate (j) is 11.00% or 0.11

<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 - 1
= [(1+.08)/(1+.11)] to the power of 2555/365 - 1
= (.97297) to the power of 7 - 1
= -.17454

The market value adjustment = Minimum of the market value factor multiplied by the
withdrawal or the negative of the excess interest earned
over 3%
= Maximum (-.17454 X $127,230.91 or -$18,698.50)
= Maximum (-$22,206.88 or -$18,698.50)
= -$18,698.50
</TABLE>

POSITIVE MARKET VALUE ADJUSTMENT (CAPPED)*

Assume that on the date of surrender, the current rate (j) is 5.00% or 0.05

<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 - 1
= [(1+.08)/(1+.05)] to the power of 2555/365 - 1
= (1.02857) to the power of 7 - 1
= .21798

The market value adjustment = Minimum of the market value factor multiplied by the
withdrawal or the excess interest earned over 3%
= Minimum of (.21798 X $127,230.91 or $18,698.50)
= Minimum of ($27,733.79 or $18,698.50)
= $18,698.50
</TABLE>

*Capped takes into account the excess interest part of the Market Value
Adjustment formula when the value produced is greater than the cap.

B-3
<PAGE>
APPENDIX C
EXAMPLES OF PRESENT VALUE WITHDRAWALS AND PAYMENT WITHDRAWALS

Assume in the examples below that a 65-year-old male annuitizes his contract
exactly two years after the Issue Date. The annuitization amount is $250,000.
Further assume that he selects a variable Life with Period Certain annuity
payout option of Single Life with Payments Guaranteed for 10 Years, an Assumed
Investment Return ("AIR") of 3%, and an annual Change Frequency. Assume that the
Annuity Value purchases 1,370 Annuity Units and the first monthly annuity
benefit payment is equal to $1,370. The following examples assume a net return
of 8% (gross return of 9.35%).

PRESENT VALUE WITHDRAWALS

EXAMPLE 1. Assume that the Owner has taken no previous withdrawals and would
like to take the maximum Present Value Withdrawal available at the beginning of
the fifth contract year (the third year of the Annuity Payout phase).

Annuity Units prior to withdrawal = 1,370
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment prior to withdrawal = $1,506.24

Rate used in Present Value Determination = 5% (3% AIR plus 2% Withdrawal
Adjustment Charge)
Present Value of Future Guaranteed Annuity Benefit Payments = $119,961.92

Maximum Present Value Withdrawal Amount = $89,971.44 ($119,961.92 X 75%)

Annuity Units after withdrawal = 342.50 (1,370 X (1 -
(89,971.44/119,961.92)))
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment after withdrawal = $376.56

Because the withdrawal is being made within 7 years of the Issue Date, the rate
used in the Present Value Determination is increased by a Withdrawal Adjustment
Charge. Since less than 10 years of guaranteed annuity payments are being
valued, the Withdrawal Adjustment Charge is 2%. Because this is a Present Value
Withdrawal, the number of Annuity Units will increase to 1,370 after the end of
the 10-year period during which the Company guaranteed to make payments.

EXAMPLE 2. Assume that the Owner has taken no previous withdrawals and would
like to take the maximum Present Value Withdrawal available at the beginning of
the tenth contract year (eighth year of the Annuity Payout phase).

Annuity Units prior to withdrawal = 1,370
Annuity Unit Value on the date of withdrawal = 1.39350
Monthly Annuity Benefit Payment prior to withdrawal = $1,909.09

Rate used in Present Value Determination = 3% (3% AIR)
Present Value of Future Guaranteed Annuity Benefit Payments = $65,849.08

Maximum Present Value Withdrawal Amount = $49,386.81 ($65,849.08 X 75%)

Annuity Units after withdrawal = 342.50 (1,370 X (1 -
(49,386.81/65,849.08)))
Annuity Unit Value on the date of withdrawal = 1.39350
Monthly Annuity Benefit Payment after withdrawal = $477.27

Because the withdrawal is being made more than 7 years after the Issue Date, the
rate used in the Present Value Determination is not increased by a Withdrawal
Adjustment Charge. Because this is a Present Value Withdrawal, the number of
Annuity Units will increase to 1,370 after the end of the 10-year period during
which the Company guaranteed to make payments.

C-1
<PAGE>
PAYMENT WITHDRAWALS

EXAMPLE 3. Assume that the Owner has taken no previous withdrawals and would
like to take the maximum Payment Withdrawal of 10 monthly annuity benefit
payments at the beginning of the fifth contract year (the third year of the
Annuity Payout phase). At that time, the Annuitant's life expectancy is greater
than 15 years.

Last Monthly Annuity Benefit Payment = 1,436.50
Withdrawal Amount = $14,365.00 (10 X 1,436.50)

Annuity Units prior to withdrawal = 1,370
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment prior to withdrawal = $1,506.24

Rate used in Present Value Determination = 4% (3% AIR plus 1% Withdrawal
Adjustment Charge)
Present Value of Future Annuity Benefit Payments = $234,482.77

Annuity Units after withdrawal = 1,286.07 (1,370 X (1 -
(14,365.00/234,482.77)))
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment after withdrawal = $1,413.96

Because the withdrawal is being made within 7 years of the Issue Date, the rate
used in the Present Value Determination is increased by a Withdrawal Adjustment
Charge. Since there are more than 15 years of annuity payments being valued (the
Annuitant's life expectancy is more than 15 years), the Withdrawal Adjustment
Charge is 1%. Because this is a Payment Withdrawal, the number of Annuity Units
will not increase after the end of the 10-year period during which the Company
guaranteed to make payments.

EXAMPLE 4. Assume that the Owner has taken no previous withdrawals and would
like to take the maximum Payment Withdrawal of 10 monthly annuity benefit
payments at the beginning of the tenth contract year (eighth year of the Annuity
Payout phase).

Last Monthly Annuity Benefit Payment = $1,820.71
Withdrawal Amount = $18,207.10 (10 X 1,820.71)

Annuity Units prior to withdrawal = 1,370
Annuity Unit Value on the date of withdrawal = 1.39350
Monthly Annuity Benefit Payment prior to withdrawal = $1,909.09

Rate used in Present Value Determination = 3% (3% AIR)
Present Value of Future Annuity Benefit Payments = $268,826.18

Annuity Units after withdrawal = 1,272.71 (1,370 X (1 -
(18,207.10/268,826.18)))
Annuity Unit Value on the date of withdrawal = 1.39350
Monthly Annuity Benefit Payment after withdrawal = $1,779.80

Because the withdrawal is being made more than 7 years after the Issue Date, the
rate used in the Present Value Determination is not increased by a Withdrawal
Adjustment Charge. Because this is a Payment Withdrawal, the number of Annuity
Units will not increase after the end of the 10-year period during which the
Company guaranteed to make payments.

PRESENT VALUE WITHDRAWAL VERSUS PAYMENT WITHDRAWAL

EXAMPLE 5. Assume that the Owner has taken no previous withdrawals and would
like to take a $10,000 withdrawal at the beginning of the fifth contract year
(the third year of the Annuity Payout phase). At that time, the Annuitant's life
expectancy is greater than 15 years. The following examples show the impact of
taking the withdrawal under the Present Value Withdrawal Option and the Payment
Withdrawal Option.

C-2
<PAGE>
PRESENT VALUE WITHDRAWAL

Annuity Units prior to withdrawal = 1,370
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment prior to withdrawal = $1,506.24

Rate used in Present Value Determination = 5% (3% AIR plus 2% Withdrawal
Adjustment Charge)
Present Value of future Guaranteed Annuity Benefit Payments = $119,961.92

Withdrawal = $10,000

Annuity Units after withdrawal = 1,255.80 (1,370 X (1 -
(10,000/119,961.92)))
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment after withdrawal = $1,380.67

Because the withdrawal is being made within 7 years of the Issue Date, the rate
used in the Present Value Determination is increased by a Withdrawal Adjustment
Charge. Since less than 10 years of guaranteed annuity payments are being
valued, the Withdrawal Adjustment Charge is 2%. Because this is a Present Value
Withdrawal, the number of Annuity Units will increase to 1,370 at the end of the
10-year period during which the Company guaranteed to make payments.

PAYMENT WITHDRAWAL

Annuity Units prior to withdrawal = 1,370
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment prior to withdrawal = $1,506.24

Rate used in Present Value Determination = 4% (3% AIR plus 1% Withdrawal
Adjustment Charge)
Present Value of future Annuity Benefit Payments = $234,482.77

Withdrawal = $10,000

Annuity Units after withdrawal = 1,311.57 (1,370 X (1 -
(10,000/$234,482.77)))
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment after withdrawal = $1,442.00

Because the withdrawal is being made within 7 years of the Issue Date, the rate
used in the Present Value Determination is increased by a Withdrawal Adjustment
Charge. Since there are more than 15 years of annuity payments being valued (the
Annuitant's life expectancy is more than 15 years), the Withdrawal Adjustment
Charge is 1%. Because this is a Payment Withdrawal, the number of Annuity Units
will not increase at the end of the 10-year period during which the Company
guaranteed to make payments.

C-3
<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

STATEMENT OF ADDITIONAL INFORMATION

FLEXIBLE PAYMENT DEFERRED VARIABLE AND FIXED ANNUITY CONTRACTS FUNDED THROUGH

SUB-ACCOUNTS OF

SEPARATE ACCOUNT KG

INVESTING IN SHARES OF THE UNDERLYING PORTFOLIOS

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE KEMPER GATEWAY INCENTIVE PROSPECTUS OF SEPARATE ACCOUNT
KG, DATED _____, ___ ("THE PROSPECTUS"). THE PROSPECTUS MAY BE OBTAINED FROM
ANNUITY CLIENT SERVICES, ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY,
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653, TELEPHONE 1-800-782-8380.

DATED _____

<PAGE>

TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY......................................2

TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT AND THE COMPANY.......3

SERVICES.............................................................3

UNDERWRITERS.........................................................4

ANNUITY BENEFIT PAYMENTS.............................................5

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM..........6

PERFORMANCE INFORMATION..............................................6

TAX-DEFERRED ACCUMULATION............................................13

FINANCIAL STATEMENTS.................................................F-1

GENERAL INFORMATION AND HISTORY

Separate Account KG (the "Variable Account") is a separate investment account
of Allmerica Financial Life Insurance and Annuity Company (the "Company")
authorized by vote of its Board of Directors on June 13, 1996. The Company is
a life insurance company organized under the laws of Delaware in July 1974.
Its principal office (the "Principal Office") is located at 440 Lincoln
Street, Worcester, Massachusetts 01653, telephone 508-855-1000. The Company
is subject to the laws of the State of Delaware governing insurance companies
and to regulation by the Commissioner of Insurance of Delaware. In addition,
the Company is subject to the insurance laws and regulations of other states
and jurisdictions in which it is licensed to operate. As of December 31,
1999, the Company had over $17 billion in assets and over $26 billion of life
insurance in force.

Effective October 1, 1995, the Company changed its name from SMA Life
Assurance Company to Allmerica Financial Life Insurance and Annuity Company.
The Company is a wholly owned subsidiary of First Allmerica Financial Life
Insurance Company ("First Allmerica") which, in turn, is a wholly owned
subsidiary of Allmerica Financial Corporation ("AFC"). First Allmerica,
originally organized under the laws of Massachusetts in 1844 as a mutual life
insurance company and known as State Mutual Life Assurance Company of
America, converted to a stock life insurance company and adopted its present
name on October 16, 1995. First Allmerica is among the five oldest life
insurance companies in America. As of December 31, 1999, First Allmerica and
its subsidiaries (including the Company) had over $25 billion in combined
assets and over $43 billion in life insurance in force.

Currently, 37 Sub-Accounts of the Variable Account are available under the
Kemper Gateway Incentive contract (the "Contract"). Each Sub-Account invests
in a corresponding investment portfolio of Kemper Variable Series ("KVS"),
Scudder Variable Life Investment Fund ("Scudder VLIF"), Dreyfus Investment
Portfolios, The Dreyfus Socially Responsible Growth Fund, Inc., The Alger
American Fund ("Alger') or Warburg Pincus Trust, open-end, registered
management investment companies.

<PAGE>

Twenty-six different portfolios of KVS are available under the Contract: the
Kemper Aggressive Growth Portfolio, Kemper Technology Growth Portfolio, KVS
Dreman Financial Services Portfolio (formerly Kemper-Dreman Financial
Services Portfolio), Kemper Small Cap Growth Portfolio, Kemper Small Cap
Value Portfolio, KVS Dreman High Return Equity Portfolio (formerly
Kemper-Dreman High Return Equity Portfolio), Kemper International Portfolio,
Kemper International Growth and Income Portfolio, Kemper Global Blue Chip
Portfolio, Kemper Growth Portfolio, Kemper Contrarian Value Portfolio, Kemper
Blue Chip Portfolio, Kemper Value+Growth Portfolio, KVS Index 500 Portfolio
(formerly Kemper Index 500 Portfolio), Kemper Horizon 20+ Portfolio, Kemper
Total Return Portfolio, Kemper Horizon 10+ Portfolio, Kemper High Yield
Portfolio, Kemper Horizon 5 Portfolio, Kemper Global Income Portfolio, Kemper
Investment Grade Bond Portfolio, Kemper Government Securities Portfolio,
Kemper Money Market Portfolio KVS Growth Opportunities Portfolio, KVS Growth
And Income Portfolio and KVS Focused Large Cap Growth Portfolio. Five
portfolios of Scudder VLIF are available under the Contract: the Scudder 21st
Century Growth Portfolio, Scudder International Portfolio, Scudder Global
Discovery Portfolio, Scudder Capital Growth Portfolio, and Scudder Growth and
Income Portfolio. One portfolio of Dreyfus Investment Portfolios is available
under the Contract: the Dreyfus MidCap Stock Portfolio. One portfolio of The
Dreyfus Socially Responsible Growth Fund, Inc. is available under the
Contract: the Dreyfus Socially Responsible Growth Fund. Two portfolios of
Alger are available under the Contract: the Alger American Leveraged AllCap
Portfolio and the Alger American Balanced Portfolio. Two portfolios of
Warburg Pincus Trust are available under the Contract: the Warburg Pincus
Emerging Markets Portfolio and the Warburg Pincus Global Post-Venture Capital
Portfolio (together, the "Underlying Portfolios"). Each Underlying Portfolio
available under the Contract has its own investment objectives and certain
attendant risks.

TAXATION OF THE CONTRACT, THE VARIABLE
ACCOUNT AND THE COMPANY

The Company currently imposes no charge for taxes payable in connection with
the Contract, other than for state and local premium taxes and similar
assessments when applicable. The Company reserves the right to impose a
charge for any other taxes that may become payable in the future in
connection with the Contract or the Variable Account.

The Variable Account is considered to be a part of and taxed with the
operations of the Company. The Company is taxed as a life insurance company
under subchapter L of the Internal Revenue Code (the "Code"), and files a
consolidated tax return with its parent and affiliated companies.

The Company reserves the right to make a charge for any effect which the
income, assets or existence of the Contract or the Variable Account may have
upon its tax. Such charge for taxes, if any, will be assessed on a fair and
equitable basis in order to preserve equity among classes of Contract Owners
("Owners"). The Variable Account presently is not subject to tax.

SERVICES

CUSTODIAN OF SECURITIES. The Company serves as custodian of the assets of the
Variable Account. Underlying Portfolio shares owned by the Sub-Accounts are
held on an open account basis. A Sub-Account's ownership of Underlying
Portfolio shares is reflected on the records of the Underlying Portfolio and
is not represented by any transferable stock certificates.

<PAGE>

EXPERTS. The financial statements of the Company as of December 31, 1999 and
1998 and for each of the three years in the period ended December 31, 1999,
and the financial statements of Separate Account KG of the Company as of
December 31, 1999 and for the periods indicated, included in this Statement
of Additional Information constituting part of this Registration Statement,
have been so included in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.

The financial statements of the Company included herein should be considered
only as bearing on the ability of the Company to meet its obligations under
the Contract.

UNDERWRITERS

Allmerica Investments, Inc. ("Allmerica Investments"), a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. ("NASD"), serves as
principal underwriter and general distributor for the Contract pursuant to a
contract with Allmerica Investments, the Company and the Variable Account.
Allmerica Investments distributes the Contract on a best-efforts basis.
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts
01653, was organized in 1969 as a wholly owned subsidiary of First Allmerica,
and presently is indirectly wholly owned by First Allmerica.

The Contract offered by this Prospectus is offered continuously, and may be
purchased from certain independent broker-dealers which are NASD members and
whose representatives are authorized by applicable law to sell variable
annuity contracts.

All persons selling the Contract are required to be licensed by their
respective state insurance authorities for the sale of variable annuity
contracts. The Company pays commissions, not to exceed 9.0% of purchase
payments, to entities which sell the Contract. To the extent permitted by
NASD rules, promotional incentives or payments also may be provided to such
entities based on sales volumes, the assumption of wholesaling functions or
other sales-related criteria. Additional payments may be made for other
services not directly related to the sale of the Contract, including the
recruitment and training of personnel, production of promotional literature
and similar services. A Promotional Allowance of 1.0% of total payments is
paid to Kemper Distributors, Inc. for administrative and support services
with respect to the distribution of the Contract; however, Kemper
Distributors, Inc. may direct the Company to pay a portion of said allowance
to broker-dealers who provide support services directly.

Commissions paid by the Company do not result in any charge to Owners or to
the Variable Account in addition to the charges described under "CHARGES AND
DEDUCTIONS" in the Prospectus. The Company intends to recoup the commission
and other sales expense through a combination of anticipated surrender
charges, annuitization withdrawal charges (Withdrawal Adjustment Charge),
profits from the Company's general account, including the investment earnings
on amounts allocated to accumulate on a fixed basis in excess of the interest
credited on fixed accumulations by the Company, and the profit, if any, from
the mortality and expense risk charge.

The aggregate amounts of commissions paid to Allmerica Investments for sales
of all contracts funded by Separate Account KG (including contracts not
described in the Prospectus) for the years 1997, 1998 and 1999 were
$27,393,518, $52,668,438 and $37,629,063.

No commissions were paid for sales of Contract A3035-00 since it was not
offered until _______.

No commissions were retained by Allmerica Investments for sales of all
contracts funded by Separate Account KG (including contracts not described in
the Prospectus) for the years 1997, 1998 and 1999.

<PAGE>

ANNUITY BENEFIT PAYMENTS

The method by which the Accumulated Value under the Contract is determined is
described in detail under "Computation of Values" in the Prospectus.

ILLUSTRATION OF ACCUMULATION UNIT CALCULATION USING HYPOTHETICAL EXAMPLE. The
Accumulation Unit calculation for a daily Valuation Period may be illustrated
by the following hypothetical example: Assume that the assets of a
Sub-Account at the beginning of a one-day Valuation Period were $5,000,000;
that the Optional 5% Enhanced Death Benefit Rider With Annual Step-Up has not
been elected; that the value of an Accumulation Unit on the previous date was
$1.135000; and that during the Valuation Period, the investment income and
net realized and unrealized capital gains exceed net realized and unrealized
capital losses by $1,675. The Accumulation Unit Value at the end of the
current Valuation Period would be calculated as follows:

<TABLE>
<S> <C>
(1) Accumulation Unit Value -- Previous Valuation Period....................................$ 1.135000

(2) Value of Assets -- Beginning of Valuation Period........................................$5,000,000

(3) Excess of Investment Income and Net Gains Over Capital Losses...............................$1,675

(4) Adjusted Gross Investment Rate for the Valuation Period (3) divided by (2)................0.000335

(5) Annual Charge (one-day equivalent of 1.45% per annum).....................................0.000040

(6) Net Investment Rate (4) - (5).............................................................0.000295

(7) Net Investment Factor 1.000000 + (6)......................................................1.000295

(8) Accumulation Unit Value -- Current Period (1) x (7).....................................$ 1.135335
</TABLE>

Conversely, if unrealized capital losses and charges for expenses and taxes
exceeded investment income and net realized capital gains by $1,675, the
Accumulation Unit Value at the end of the Valuation Period would have been
$1.134574.

The method for determining the amount of annuity benefit payments is
described in detail under "Variable Annuity Benefit Payments" in the
Prospectus.

ILLUSTRATION OF VARIABLE ANNUITY BENEFIT PAYMENT CALCULATION USING
HYPOTHETICAL EXAMPLE. The determination of the Annuity Unit Value and the
variable annuity benefit payment may be illustrated by the following
hypothetical example: Assume an Owner has 40,000 Accumulation Units in a
Variable Account, and that the value of an Accumulation Unit on the Valuation
Date used to determine the amount of the first variable annuity benefit
payment is $1.120000. Therefore, the Accumulated Value of the Contract is
$44,800 (40,000 x $1.120000). Assume also that the Owner elects an option for
which the first monthly payment is $6.57 per $1,000 of Accumulated Value
applied. Assuming no premium tax or surrender charge, the first monthly
payment would be $44.80 ($44,800 divided by $1,000) multiplied by $6.57, or
$294.34.

Next, assume that the Annuity Unit Value for the assumed investment return of
3.0% per annum for the Valuation Date as of which the first payment was
calculated was $1.100000. Annuity Unit Values will not be the same as
Accumulation Unit Values because the former reflect the 3.0% assumed
investment return used in the annuity rate calculations. When the Annuity
Unit Value of $1.100000 is divided into the first monthly payment, the number
of Annuity Units represented by that payment is determined to be 267.5818.
The value of this same number of Annuity Units will be paid in each
subsequent month under most options. Assume further that the net investment
factor for the Valuation

<PAGE>

Period applicable to the next annuity benefit payment is 1.000190.
Multiplying this factor by .999919 (the one-day adjustment factor for the
assumed investment return of 3.0% per annum) produces a factor of 1.000109.
This then is multiplied by the Annuity Unit Value on the immediately
preceding Valuation Date (assumed here to be $1.105000). The result is an
Annuity Unit Value of $1.105121 for the current monthly payment. The current
monthly payment then is determined by multiplying the number of Annuity Units
by the current Annuity Unit Value, or 267.5818 times $1.105121, which
produces a current monthly payment of $295.71.

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAMS. To the extent
permitted by law, the Company reserves the right to offer Enhanced Automatic
Transfer Program(s) from time to time. If you elect to participate, the
Company will credit an enhanced interest rate to payments made to the
Enhanced Automatic Transfer Program. Eligible payments:

- must be new payments to the Contract, including the initial payment,

- must be allocated to the Fixed Account, which will be the source account,

- must be automatically transferred out of the Fixed Account to one or more
Sub-Accounts over a specified time period and

- will receive the enhanced rate while they remain in the Fixed Account.

You may be able to establish more than one Enhanced Automatic Transfer
Program.

PERFORMANCE INFORMATION

Performance information for a Sub-Account may be compared, in reports and
promotional literature, to certain indices described in the Prospectus under
"PERFORMANCE INFORMATION." In addition, the Company may provide advertising,
sales literature, periodic publications or other material information on
various topics of interest to Owners and prospective Owners. These topics may
include the relationship between sectors of the economy and the economy as a
whole and its effect on various securities markets, investment strategies and
techniques (such as value investing, market timing, dollar cost averaging,
asset allocation, constant ratio transfer and account rebalancing), the
advantages and disadvantages of investing in tax-deferred and taxable
investments, customer profiles and hypothetical purchase and investment
scenarios, financial management and tax and retirement planning, and
investment alternatives to certificates of deposit and other financial
instruments, including comparisons between the Contract and the
characteristics of and market for such financial instruments. Total return
data and supplemental total return information may be advertised based on the
period of time that an Underlying Portfolio and/or an underlying Sub-Account
have been in existence, even if longer than the period of time that the
Contract has been offered. The results for any period prior to a Contract
being offered will be calculated as if the Contract had been offered during
that period of time, with all charges assumed to be those applicable to the
Contract.

TOTAL RETURN

"Total Return" refers to the total of the income generated by an investment
in a Sub-Account and of the changes of value of the principal invested (due
to realized and unrealized capital gains or losses) for a specified period,
reduced by the Sub-Account's asset charge and any applicable surrender charge
which would be assessed upon complete withdrawal of the investment.

<PAGE>

Total Return figures are calculated by standardized methods prescribed by
rules of the Securities and Exchange Commission (the "SEC"). The quotations
are computed by finding the average annual compounded rates of return over
the specified periods that would equate the initial amount invested to the
ending redeemable values, according to the following formula:

(n)
P(1 + T) = ERV

Where: P = a hypothetical initial payment to the Variable Account
of $1,000

T = average annual total return

n = number of years

ERV = the ending redeemable value of the $1,000 payment at
the end of the specified period

The calculation of Total Return includes the annual charges against the asset
of the Sub-Account. This charge is 1.45% on an annual basis. (The charge
(0.25% on an annual basis) for the Optional 5% Enhanced Death Benefit Rider
With Annual Step-Up has not been included, and performance would be lower if
the Rider is elected). The calculation of ending redeemable value assumes (1)
the Contract was issued at the beginning of the period, and (2) a complete
surrender of the Contract at the end of the period. The deduction of the
surrender charge, if any, applicable at the end of the period is included in
the calculation, according to the following schedule:

<TABLE>
<CAPTION>
COMPLETE YEARS FROM DATE OF SURRENDER CHARGE AS A PERCENTAGE OF
PAYMENT TO DATE OF WITHDRAWAL THE PURCHASE PAYMENTS WITHDRAWN*
<S> <C>
Less than 1 8.5%
Less than 2 8.5%
Less than 3 8.5%
Less than 4 8.5%
Less than 5 7.5%
Less than 6 6.5%
Less than 7 5.5%
Less than 8 3.5%
Less than 9 1.5%
Thereafter 0%
</TABLE>

* Subject to the maximum limit described in the Prospectus.

No surrender charge is deducted upon expiration of the periods specified
above. In each calendar year, a certain amount (withdrawal without surrender
charge amount, as described in the Prospectus) is not subject to the
surrender charge.

The calculations of Total Return reflect the deduction of the $35 annual
Contract fee.

<PAGE>

SUPPLEMENTAL TOTAL RETURN INFORMATION

The Supplemental Total Return Information in this section refers to the total
of the income generated by an investment in a Sub-Account and of the changes
of value of the principal invested (due to realized and unrealized capital
gains or losses) for a specified period reduced by the Sub-Account's asset
charges. It is assumed, however, that the investment is NOT withdrawn at the
end of each period.

The quotations of Supplemental Total Return are computed by finding the
average annual compounded rates of return over the specified periods that
would equate the initial amount invested to the ending values, according to
the following formula:

(n)
P(1 + T) = EV

Where: P = a hypothetical initial payment to the Variable Account
of $1,000

T = average annual total return

n = number of years

EV = the ending value of the $1,000 payment at the end of
the specified period

The calculation of Supplemental Total Return reflects the 1.45% annual charge
against the assets of the Sub-Accounts. The ending value assumes that the
Contract is NOT surrendered at the end of the specified period, and therefore
there is no adjustment for the surrender charge that would be applicable if
the Contract was surrendered at the end of the period. The calculation of
supplemental total return does not include the deduction of the $35 annual
Contract fee.

<PAGE>

PERFORMANCE TABLES
ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY

TABLE 1

AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING PORTFOLIO*
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
UNDERLYING FOR YEAR 10 YEARS
SUB-ACCOUNT INVESTING IN PORTFOLIO ENDED (OR SINCE
UNDERLYING PORTFOLIO INCEPTION DATE 12/31/99 5 YEARS INCEPTION IF LESS)
-------------------- -------------- -------- ------- ------------------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth 5/3/99 N/A N/A 29.35%
Kemper Technology Growth 5/3/99 N/A N/A 66.61%
KVS Dreman Financial Services 5/4/98 -13.44% N/A -10.35%
Kemper Small Cap Growth 5/2/94 24.11% 26.45% 23.60%
Kemper Small Cap Value 5/1/96 -6.28% N/A -0.36%
KVS Dreman High Return Equity 5/4/98 -19.00% N/A -11.20%
Kemper International 1/6/92 35.09% 15.64% 12.55%
Kemper New Europe 5/5/98 4.01% N/A -4.01%
Kemper Global Blue Chip 5/5/98 16.35% N/A 7.05%
Kemper Growth 12/9/83 26.62% 17.05% 17.21%
Kemper Contrarian Value 5/1/96 -18.14% N/A 10.87%
Kemper Blue Chip 5/1/97 14.91% N/A 14.54%
Kemper Value+Growth 5/1/96 6.32% N/A 17.62%
KVS Index 500 9/1/99 N/A N/A -0.12%
Kemper Horizon 20+ 5/1/96 -0.39% N/A 12.36%
Kemper Total Return 4/6/82 4.64% 10.23% 11.66%
Kemper Horizon 10+ 5/1/96 -1.18% N/A 9.49%
Kemper High Yield 4/6/82 -7.84% 1.06% 9.02%
Kemper Horizon 5 5/1/96 -4.40% N/A 6.39%
Kemper Strategic Income 5/1/97 -14.16% N/A -1.84%
Kemper Investment Grade Bond 5/1/96 -10.71% N/A 1.11%
Kemper Government Securities 9/3/87 -9.29% -0.61% 5.56%
Kemper Money Market 4/6/82 -5.19% -2.85% 3.47%
KVS Focused Large Cap Growth 10/29/99 N/A N/A 18.03%
KVS Growth Opportunities 10/29/99 N/A N/A 6.23%
KVS Growth And Income 10/29/99 N/A N/A 4.78%
Scudder 21st Century Growth 5/3/99 N/A N/A 64.16%
Scudder International 5/1/87 43.76% 18.04% 11.60%
Scudder Global Discovery 5/1/96 54.97% N/A 22.01%
Scudder Capital Growth 7/16/85 24.77% 25.99% 16.31%
Scudder Growth and Income 5/2/94 -3.54% 16.41% 14.61%
Alger American Leveraged AllCap 1/25/95 66.98% N/A 43.93%
Alger American Balanced 9/5/89 18.84% 21.12% 12.12%
Dreyfus MidCap Stock 5/1/98 1.03% N/A -1.79%
Dreyfus Socially Responsible Growth 10/7/93 19.69% 26.21% 21.75%
Warburg Pincus Emerging Markets 12/31/97 70.23% N/A 17.12%
Warburg Pincus Global Post-Venture Capital 9/30/96 53.00% N/A 15.89%
</TABLE>

<PAGE>

*Normally an additional table would be included that illustrates the
performance of the Sub-Accounts for the one, five and ten year periods or
since the inception of the Sub-Accounts. This table has been omitted since
the Sub-Accounts are new.

<PAGE>

TABLE 2

SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUBACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING PORTFOLIO*
(ASSUMING NO WITHDRAWAL OF INVESTMENT AND NO CONTRACT FEES)

<TABLE>
<CAPTION>
UNDERLYING FOR YEAR 10 YEARS
SUBACCOUNT INVESTING IN PORTFOLIO ENDED (OR SINCE
UNDERLYING PORTFOLIO INCEPTION DATE 12/31/99 5 YEARS INCEPTION IF LESS)
-------------------- -------------- -------- ------- ------------------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth 5/3/99 N/A N/A 37.86%
Kemper Technology Growth 5/3/99 N/A N/A 75.12%
KVS Dreman Financial Services 5/4/98 -6.43% N/A -6.04%
Kemper Small Cap Growth 5/2/94 32.61% 27.04% 24.03%
Kemper Small Cap Value 5/1/96 1.31% N/A 1.78%
KVS Dreman High Return Equity 5/4/98 -12.44% N/A -6.94%
Kemper International 1/6/92 43.60% 16.48% 12.75%
Kemper New Europe 5/5/98 12.43% N/A 0.61%
Kemper Global Blue Chip 5/5/98 24.86% N/A 11.89%
Kemper Growth 12/9/83 35.13% 23.56% 17.22%
Kemper Contrarian Value 5/1/96 -11.52% N/A 12.60%
Kemper Blue Chip 5/1/97 23.42% N/A 17.05%
Kemper Value+Growth 5/1/96 14.83% N/A 19.11%
KVS Index 500 9/1/99 N/A N/A 7.96%
Kemper Horizon 20+ 5/1/96 7.67% N/A 14.04%
Kemper Total Return 4/6/82 13.15% 16.74% 11.67%
Kemper Horizon 10+ 5/1/96 6.81% N/A 11.28%
Kemper High Yield 4/6/82 0.67% 7.57% 9.03%
Kemper Horizon 5 5/1/96 3.34% N/A 8.32%
Kemper Strategic Income 5/1/97 -7.22% N/A 1.07%
Kemper Investment Grade Bond 5/1/96 -3.48% N/A 3.29%
Kemper Government Securities 9/3/87 -0.78% 5.90% 5.57%
Kemper Money Market 4/6/82 3.32% 3.66% 3.48%
KVS Focused Large Cap Growth 10/29/99 N/A N/A 26.54%
KVS Growth Opportunities 10/29/99 N/A N/A 14.74%
KVS Growth And Income 10/29/99 N/A N/A 13.26%
Scudder 21st Century Growth 5/3/99 N/A N/A 72.67%
Scudder International 5/1/87 52.27% 18.81% 11.61%
Scudder Global Discovery 5/1/96 63.48% N/A 23.36%
Scudder Capital Growth 7/16/85 33.27% 26.58% 16.32%
Scudder Growth and Income 5/2/94 4.26% 17.22% 15.22%
Alger American Leveraged AllCap 1/25/95 75.48% N/A 44.29%
Alger American Balanced 9/5/89 27.34% 21.81% 12.13%
Dreyfus MidCap Stock 5/1/98 9.21% N/A 2.91%
Dreyfus Socially Responsible Growth 10/7/93 28.19% 26.80% 22.07%
Warburg Pincus Emerging Markets 12/31/97 78.74% N/A 20.70%
Warburg Pincus Global Post-Venture Capital 9/30/96 61.51% N/A 17.74%
</TABLE>

*Normally an additional table would be included that illustrates the performance
of the Sub-Accounts for the one, five and ten year periods or since the
inception of the Sub-Accounts. This table has been omitted since the
Sub-Accounts are new.

<PAGE>

YIELD AND EFFECTIVE YIELD - THE MONEY MARKET SUB-ACCOUNT

Set forth below is yield and effective yield information for the Money Market
Sub-Account for the seven-day period ended December 31, 1999:

<TABLE>
<S> <C>
Yield N/A
Effective Yield N/A
</TABLE>

The yield and effective yield figures are calculated by standardized methods
prescribed by rules of the SEC. Under those methods, the yield quotation is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Sub-Account at the beginning of the period, dividing
the difference by the value of the account at the beginning of the same
period to obtain the base period return, and then multiplying the return for
a seven-day base period by (365/7), with the resulting yield carried to the
nearest hundredth of one percent.

The Money Market Sub-Account computes effective yield by compounding the
unannualized base period return by using the formula:

(365/7)
Effective Yield = [(base period return + 1) ] - 1

The calculations of yield and effective yield reflect the $35 Contract fee.

TAX-DEFERRED ACCUMULATION

NON-QUALIFIED CONVENTIONAL
ANNUITY CONTRACT SAVINGS PLAN

AFTER-TAX CONTRIBUTIONS AND
TAX-DEFERRED EARNINGS

<TABLE>
<CAPTION>
TAXABLE LUMP SUM AFTER-TAX CONTRIBUTIONS
NO WITHDRAWALS SUM WITHDRAWAL AND TAXABLE EARNINGS
<S> <C> <C> <C>
Years 10 $107,946 $86,448 $81,693
Years 20 233,048 165,137 133,476
Years 30 503,133 335,021 218,082
</TABLE>

This chart compares the accumulation of a $50,000 initial investment into a
non-qualified annuity contract with a conventional savings plan.
Contributions to the non-qualified annuity contract and the conventional
savings plan are made after tax. Only the gain in the non-qualified annuity
contract will be subject to income tax in a taxable lump sum withdrawal. The
chart assumes a 37.1% federal marginal tax rate and an 8% annual return. The
37.1% federal marginal tax is based on a marginal tax rate of 36%,
representative of the target market, adjusted to reflect a decrease of $3 of
itemized deductions for each $100 of income over $117,950. Tax rates are
subject to change as is the tax-deferred treatment of the Contract. Income on
non-qualified annuity contracts is taxed as ordinary income upon withdrawal.
A 10% tax penalty may apply to early withdrawals. See "FEDERAL TAX
CONSIDERATIONS" in the Prospectus.

12
<PAGE>

The chart does not reflect the following charges and expenses under the
Contract: 1.30% for mortality and expense risk; 0.15% administration charges;
8.5% maximum surrender charge; and $35 annual Contract fee. The tax-deferred
accumulation would be reduced if these charges were reflected. No implication
is intended by the use of these assumptions that the return shown is
guaranteed in any way or that the return shown represents an average or
expected rate of return over the period of the Contract. (IMPORTANT -- THIS
IS NOT AN ILLUSTRATION OF YIELD OR RETURN.)

Unlike savings plans, contributions to non-qualified annuity contracts
provide tax-deferred treatment on earnings. In addition, contributions to
tax-deferred retirement annuities are not subject to current tax in the year
of contribution. When monies are received from a non-qualified annuity
contract (and you have many different options on how you receive your funds),
they are subject to income tax. At the time of receipt, if the person
receiving the monies is retired, not working or has additional tax
exemptions, these monies may be taxed at a lesser rate.

FINANCIAL STATEMENTS

Financial Statements are included for Allmerica Financial Life Insurance and
Annuity Company and for its Separate Account KG.

13
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder of
Allmerica Financial Life Insurance and Annuity Company

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income, shareholder's equity
and cash flows present fairly, in all material respects, the financial position
of Allmerica Financial Life Insurance and Annuity Company (the "Company") at
December 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
February 1, 2000
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ---- ---- ----
<S> <C> <C> <C>
REVENUES
Premiums................................... $ 0.5 $ 0.5 $ 22.8
Universal life and investment product
policy fees.............................. 328.1 267.4 212.2
Net investment income...................... 150.2 151.3 164.2
Net realized investment (losses) gains..... (8.7) 20.0 2.9
Other income............................... 36.9 0.6 1.4
------ ------ ------
Total revenues......................... 507.0 439.8 403.5
------ ------ ------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims and losses......... 173.6 153.9 187.8
Policy acquisition expenses................ 49.8 64.6 2.8
Sales practice litigation.................. -- 21.0 --
Loss from cession of disability income
business................................. -- -- 53.9
Other operating expenses................... 151.3 104.1 101.3
------ ------ ------
Total benefits, losses and expenses.... 374.7 343.6 345.8
------ ------ ------
Income before federal income taxes............. 132.3 96.2 57.7
------ ------ ------
FEDERAL INCOME TAX EXPENSE
Current.................................... 15.5 22.1 13.9
Deferred................................... 30.5 11.8 7.1
------ ------ ------
Total federal income tax expense....... 46.0 33.9 21.0
------ ------ ------
Net income..................................... $ 86.3 $ 62.3 $ 36.7
====== ====== ======
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-1
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS, EXCEPT PER SHARE DATA) 1999 1998
------------------------------------ --------- ---------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities at fair value (amortized cost of
$1,354.2 and $1,284.6)............................ $ 1,324.6 $ 1,330.4
Equity securities at fair value (cost of $25.2 and
$27.4)............................................ 32.6 31.8
Mortgage loans...................................... 223.7 230.0
Policy loans........................................ 166.8 151.5
Real estate and other long-term investments......... 25.1 23.6
--------- ---------
Total investments............................... 1,772.8 1,767.3
--------- ---------
Cash and cash equivalents............................. 132.9 217.9
Accrued investment income............................. 36.0 33.5
Deferred policy acquisition costs..................... 1,156.4 950.5
Reinsurance receivable on paid and unpaid losses,
benefits and unearned premiums...................... 287.2 308.0
Other assets.......................................... 64.8 46.9
Separate account assets............................... 14,527.9 11,020.4
--------- ---------
Total assets.................................... $17,978.0 $14,344.5
========= =========
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.............................. $ 2,274.7 $ 2,284.8
Outstanding claims and losses....................... 13.7 17.9
Unearned premiums................................... 2.6 2.7
Contractholder deposit funds and other policy
liabilities....................................... 44.3 38.1
--------- ---------
Total policy liabilities and accruals........... 2,335.3 2,343.5
--------- ---------
Expenses and taxes payable............................ 216.8 146.2
Reinsurance premiums payable.......................... 17.9 45.7
Deferred federal income taxes......................... 94.8 78.8
Separate account liabilities.......................... 14,527.9 11,020.4
--------- ---------
Total liabilities............................... 17,192.7 13,634.6
--------- ---------
Contingencies (Note 12)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares
authorized, 2,526 and 2,524 shares, issued and
outstanding......................................... 2.5 2.5
Additional paid-in capital............................ 423.7 407.9
Accumulated other comprehensive (loss) income......... (2.6) 24.1
Retained earnings..................................... 361.7 275.4
--------- ---------
Total shareholder's equity...................... 785.3 709.9
--------- ---------
Total liabilities and shareholder's equity...... $17,978.0 $14,344.5
========= =========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-2
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------- ------- -------
<S> <C> <C> <C>
COMMON STOCK................................... $ 2.5 $ 2.5 $ 2.5
------ ------ ------

ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period............. 407.9 386.9 346.3
Issuance of common stock................... 15.8 21.0 40.6
------ ------ ------
Balance at end of period................... 423.7 407.9 386.9
------ ------ ------
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Net unrealized (depreciation) appreciation
on investments:
Balance at beginning of period............. 24.1 38.5 20.5
(Depreciation) appreciation during the
period:
Net (depreciation) appreciation on
available-for-sale securities........ (41.1) (23.4) 27.0
Benefit (provision) for deferred
federal income taxes................. 14.4 9.0 (9.0)
------ ------ ------
(26.7) (14.4) 18.0
------ ------ ------
Balance at end of period................... (2.6) 24.1 38.5
------ ------ ------
RETAINED EARNINGS
Balance at beginning of period............. 275.4 213.1 176.4
Net income................................. 86.3 62.3 36.7
------ ------ ------
Balance at end of period................... 361.7 275.4 213.1
------ ------ ------
Total shareholder's equity............. $785.3 $709.9 $641.0
====== ====== ======
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------ ------ ------
<S> <C> <C> <C>
Net income.................................. $ 86.3 $ 62.3 $36.7
Other comprehensive (loss) income:
Net (depreciation) appreciation on
available-for-sale securities......... (41.1) (23.4) 27.0
Benefit (provision) for deferred federal
income taxes.......................... 14.4 9.0 (9.0)
------ ------ -----
Other comprehensive (loss) income... (26.7) (14.4) 18.0
------ ------ -----
Comprehensive income.................... $ 59.6 $ 47.9 $54.7
====== ====== =====
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-4
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------- ------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................. $ 86.3 $ 62.3 $ 36.7
Adjustments to reconcile net income to
net cash used in operating activities:
Net realized losses/(gains)......... 8.7 (20.0) (2.9)
Net amortization and depreciation... (2.3) (7.1) --
Sales practice litigation expense... -- 21.0 --
Loss from cession of disability
income business................... -- -- 53.9
Deferred federal income taxes....... 30.5 11.8 7.1
Payment related to cession of
disability income business........ -- -- (207.0)
Change in deferred acquisition
costs............................. (169.7) (177.8) (181.3)
Change in reinsurance premiums
payable........................... (31.5) 40.8 3.9
Change in accrued investment
income............................ (2.5) 0.7 3.5
Change in policy liabilities and
accruals, net..................... (8.4) 193.1 (72.4)
Change in reinsurance receivable.... 20.7 (56.9) 22.1
Change in expenses and taxes
payable........................... 64.1 55.4 0.2
Other, net.......................... (14.8) (28.5) (7.1)
------- ------- -------
Net cash (used in) provided by
operating activities.......... (18.9) 94.8 (343.3)
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities
of available-for-sale fixed
maturities............................ 330.9 187.0 909.7
Proceeds from disposals of equity
securities............................ 30.9 53.3 2.4
Proceeds from disposals of other
investments........................... 0.8 22.7 23.7
Proceeds from mortgages matured or
collected............................. 30.5 60.1 62.9
Purchase of available-for-sale fixed
maturities............................ (415.5) (136.0) (579.7)
Purchase of equity securities........... (20.2) (30.6) (3.2)
Purchase of other investments........... (44.1) (22.7) (9.0)
Purchase of mortgages................... -- (58.9) (70.4)
Other investing activities, net......... 2.0 (3.9) --
------- ------- -------
Net cash (used in) provided by
investing activities.............. (84.7) 71.0 336.4
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution from subsidiaries.......... 14.6 -- --
Proceeds from issuance of stock and
capital paid in....................... 4.0 21.0 19.2
------- ------- -------
Net cash provided by financing
activities........................ 18.6 21.0 19.2
------- ------- -------
Net change in cash and cash equivalents..... (85.0) 186.8 12.3
Cash and cash equivalents, beginning of
period..................................... 217.9 31.1 18.8
------- ------- -------
Cash and cash equivalents, end of period.... $ 132.9 $ 217.9 $ 31.1
======= ======= =======
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid........................... $ -- $ -- $ --
Income taxes paid....................... $ 4.4 $ 36.2 $ 5.4
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-5
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

Allmerica Financial Life Insurance and Annuity Company ("AFLIAC" or the
"Company") is organized as a stock life insurance company, and is a wholly-owned
subsidiary of First Allmerica Financial Life Insurance Company ("FAFLIC") which
is a wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"). As
noted below, the consolidated accounts of AFLIAC include the accounts of certain
wholly-owned non-insurance subsidiaries (principally brokerage and investment
advisory subsidiaries).

Prior to July 1, 1999, AFLIAC was a wholly-owned subsidiary of SMA Financial
Corporation ("SMAFCO"), which was a wholly-owned subsidiary of FAFLIC. Effective
July 1, 1999 and in connection with AFC's restructuring activities, SMAFCO was
renamed Allmerica Asset Management , Inc. ("AAM") and contributed it's ownership
of AFLIAC to FAFLIC. AAM also contributed Allmerica Investments, Inc., Allmerica
Investment Management Company, Inc., Allmerica Financial Investment Management
Services, Inc., and Allmerica Financial Services Insurance Agency, Inc., to
AFLIAC in exchange for one share of AFLIAC common stock. The equity of these
four companies on July 1, 1999 was $11.8 million. For the six months ended
December 31, 1999, the subsidiaries of AFLIAC had total revenue of $35.5 million
and total benefits, losses and expenses of $24.4 million. All significant
intercompany accounts and transactions have been eliminated.

In addition, effective November 1, 1999, the Company's consolidated financial
statements include five wholly-owned insurance agencies. These agencies are
Allmerica Investments Insurance Agency Inc. of Alabama, Allmerica Investments
Insurance Agency of Florida Inc., Allmerica Investment Insurance Agency Inc. of
Georgia, Allmerica Investment Insurance Agency Inc. of Kentucky, and Allmerica
Investments Insurance Agency Inc. of Mississippi.

The consolidated financial statements of AFLIAC include the accounts of Somerset
Square, Inc., a wholly-owned non-insurance company, which was transferred from
SMAFCO effective November 30, 1997 and dissolved as a subsidiary effective
November 30, 1998. Its results of operations are included for eleven months of
1998 and for the month of December, 1997.

The statutory stockholder's equity of the Company is being maintained at a
minimum level of 5% of general account assets by FAFLIC in accordance with a
policy established by vote of FAFLIC's Board of Directors.

The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

B. VALUATION OF INVESTMENTS

In accordance with the provisions of Statement of Financial Accounting Standards
No. 115 ("Statement No. 115"), "Accounting for Certain Investments in Debt and
Equity Securities," the Company is required to classify its investments into one
of three categories: held-to-maturity, available-for-sale or trading. The
Company determines the appropriate classification of debt securities at the time
of purchase and re-evaluates such designation as of each balance sheet date.

F-6
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Debt securities and marketable equity securities are classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses, net of tax, reported in a separate
component of shareholder's equity. The amortized cost of debt securities is
adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization is included in investment income.

Mortgage loans on real estate are stated at unpaid principal balances, net of
unamortized discounts and reserves. Reserves on mortgage loans are based on
losses expected by the Company to be realized on transfers of mortgage loans to
real estate (upon foreclosure), on the disposition or settlement of mortgage
loans and on mortgage loans which the Company believes may not be collectible in
full. In establishing reserves, the Company considers, among other things, the
estimated fair value of the underlying collateral.

Fixed maturities and mortgage loans that are delinquent are placed on
non-accrual status, and thereafter interest income is recognized only when cash
payments are received.

Policy loans are carried principally at unpaid principal balances.

During 1997, the Company adopted a plan to dispose of all real estate assets. As
of December 31, 1999, there was one property remaining in the Company's real
estate portfolio, which is being actively marketed. This asset is carried at the
estimated fair value less costs of disposal. Depreciation is not recorded on
this asset while it is held for disposal.

Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are reported
as a component of revenues based upon specific identification of the investment
assets sold. When an other than temporary impairment of the value of a specific
investment or a group of investments is determined, a realized investment loss
is recorded. Changes in the valuation allowance for mortgage loans are included
in realized investment gains or losses.

C. FINANCIAL INSTRUMENTS

In the normal course of business, the Company enters into transactions involving
various types of financial instruments, including debt, investments such as
fixed maturities, mortgage loans and equity securities and investment and loan
commitments. These instruments involve credit risk and also may be subject to
risk of loss due to interest rate fluctuation. The Company evaluates and
monitors each financial instrument individually and, when appropriate, obtains
collateral or other security to minimize losses.

D. CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.

E. DEFERRED POLICY ACQUISITION COSTS

Acquisition costs consist of commissions, underwriting costs and other costs,
which vary with, and are primarily related to, the production of revenues.
Acquisition costs related to universal life products, variable annuities and
contractholder deposit funds are deferred and amortized in proportion to total
estimated gross profits from investment yields, mortality, surrender charges and
expense margins over the expected life of the contracts. This amortization is
reviewed annually and adjusted retrospectively when the Company revises its
estimate of current or future gross profits to be realized from this group of
products, including realized and unrealized gains and losses from investments.
Acquisition costs related to fixed annuities and other life insurance products
are deferred and amortized, generally in proportion to the ratio of annual
revenue to the

F-7
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

estimated total revenues over the contract periods based upon the same
assumptions used in estimating the liability for future policy benefits.

Deferred acquisition costs for each product are reviewed to determine if they
are recoverable from future income, including investment income. If such costs
are determined to be unrecoverable, they are expensed at the time of
determination. Although realization of deferred policy acquisition costs is not
assured, the Company believes it is more likely than not that all of these costs
will be realized. The amount of deferred policy acquisition costs considered
realizable, however, could be reduced in the near term if the estimates of gross
profits or total revenues discussed above are reduced. The amount of
amortization of deferred policy acquisition costs could be revised in the near
term if any of the estimates discussed above are revised.

F. SEPARATE ACCOUNTS

Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of variable annuity and variable
life insurance contractholders. Assets consist principally of bonds, common
stocks, mutual funds, and short-term obligations at market value. The investment
income, gains and losses of these accounts generally accrue to the
contractholders and, therefore, are not included in the Company's net income.
Appreciation and depreciation of the Company's interest in the separate
accounts, including undistributed net investment income, is reflected in
shareholder's equity or net investment income.

G. POLICY LIABILITIES AND ACCRUALS

Future policy benefits are liabilities for life, disability income and annuity
products. Such liabilities are established in amounts adequate to meet the
estimated future obligations of policies in force. The liabilities associated
with traditional life insurance products are computed using the net level
premium method for individual life and annuity policies, and are based upon
estimates as to future investment yield, mortality and withdrawals that include
provisions for adverse deviation. Future policy benefits for individual life
insurance and annuity policies are computed using interest rates ranging from
3.0% to 6.0% for life insurance and 3 1/2% to 9 1/2% for annuities. Mortality,
morbidity and withdrawal assumptions for all policies are based on the Company's
own experience and industry standards. Liabilities for universal life, variable
universal life and variable annuities include deposits received from customers
and investment earnings on their fund balances, less administrative charges.
Universal life fund balances are also assessed mortality and surrender charges.
Liabilities for variable annuities include a reserve for benefit claims in
excess of a guaranteed minimum fund value.

Individual disability income benefit liabilities for active lives are estimated
using the net level premium method, and assumptions as to future morbidity and
interest which provide a margin for adverse deviation. Benefit liabilities for
disabled lives are estimated using the present value of benefits method and
experience assumptions as to claim terminations, expenses and interest.

Liabilities for outstanding claims and losses are estimates of payments to be
made for reported claims and estimates of claims incurred but not reported for
individual life and disability income policies. These estimates are continually
reviewed and adjusted as necessary; such adjustments are reflected in current
operations.

Contractholder deposit funds and other policy liabilities include
investment-related products and consist of deposits received from customers and
investment earnings on their fund balances.

F-8
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

All policy liabilities and accruals are based on the various estimates discussed
above. Although the adequacy of these amounts cannot be assured, the Company
believes that it is more likely than not that policy liabilities and accruals
will be sufficient to meet future obligations of policies in force. The amount
of liabilities and accruals, however, could be revised in the near term if the
estimates discussed above are revised.

H. PREMIUM AND FEE REVENUE AND RELATED EXPENSES

Premiums for individual life insurance and individual and group annuity
products, excluding universal life and investment-related products, are
considered revenue when due. Individual disability income insurance premiums are
recognized as revenue over the related contract periods. The unexpired portion
of these premiums is recorded as unearned premiums. Benefits, losses and related
expenses are matched with premiums, resulting in their recognition over the
lives of the contracts. This matching is accomplished through the provision for
future benefits, estimated and unpaid losses and amortization of deferred policy
acquisition costs. Revenues for investment-related products consist of net
investment income and contract charges assessed against the fund values. Related
benefit expenses include annuity benefit claims in excess of a guaranteed
minimum fund value, and net investment income credited to the fund values after
deduction for investment and risk charges. Revenues for universal life and group
variable universal life products consist of net investment income, with
mortality, administration and surrender charges assessed against the fund
values. Related benefit expenses include universal life benefit claims in excess
of fund values and net investment income credited to universal life fund values.
Certain policy charges that represent compensation for services to be provided
in future periods are deferred and amortized over the period benefited using the
same assumptions used to amortize capitalized acquisition costs.

I. FEDERAL INCOME TAXES

AFC and its domestic subsidiaries (including certain non-insurance operations)
file a consolidated United States federal income tax return. Entities included
within the consolidated group are segregated into either a life insurance or
non-life insurance company subgroup. The consolidation of these subgroups is
subject to certain statutory restrictions on the percentage of eligible non-life
tax losses that can be applied to offset life insurance company taxable income.

The Board of Directors has delegated to AFC management, the development and
maintenance of appropriate federal income tax allocation policies and
procedures, which are subject to written agreement between the companies. The
Federal income tax for all subsidiaries in the consolidated return of AFC is
calculated on a separate return basis. Any current tax liability is paid to AFC.
Tax benefits resulting from taxable operating losses or credits of AFC's
subsidiaries are not reimbursed to the subsidiary until such losses or credits
can be utilized by the subsidiary on a separate return basis.

Deferred income taxes are generally recognized when assets and liabilities have
different values for financial statement and tax reporting purposes, and for
other temporary taxable and deductible differences as defined by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement No. 109"). These differences result primarily from policy reserves,
policy acquisition expenses, and unrealized appreciation or depreciation on
investments.

J. OTHER INCOME AND OTHER OPERATING EXPENSES

Other income and other operating expenses for the year ended December 31, 1999
include investment management and brokerage income and sub-advisory expenses
arising from the activities of the non-insurance subsidiaries that were
transferred to AFLIAC during 1999, as more fully described in Note 1A.

F-9
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

K. NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement No. 133"), which establishes
accounting and reporting standards for derivative instruments. Statement No. 133
requires that an entity recognize all derivatives as either assets or
liabilities at fair value in the statement of financial position, and
establishes special accounting for the following three types of hedges; fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investments in foreign operations. This statement is effective for fiscal
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY (an indirect wholly-owned
subsidiary of Allmerica Financial Corporation) years beginning after June 15,
2000. The Company is currently assessing the impact of adoption of Statement No.
133.

In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SoP 98-1"). SoP 98-1 requires that
certain costs incurred in developing internal-use computer software be
capitalized and provides guidance for determining whether computer software is
to be considered for internal use. This statement is effective for fiscal years
beginning after December 15, 1998. In the second quarter of 1998, the Company
adopted SoP 98-1 effective January 1, 1998, resulting in an increase in pre-tax
income of $9.8 million through December 31, 1998. The adoption of SOP 98-1 did
not have a material effect on the results of operations or financial position
for the three months ended March 31, 1998.

In December 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments" ("SoP 97-3"). SoP 97-3 provides
guidance when a liability should be recognized for guaranty fund and other
assessments and how to measure the liability. This statement allows for the
discounting of the liability if the amount and timing of the cash payments are
fixed and determinable. In addition, it provides criteria for when an asset may
be recognized for a portion or all of the assessment liability or paid
assessment that can be recovered through premium tax offsets or policy
surcharges. This statement is effective for fiscal years beginning after
December 15, 1998. The adoption of this statement had no effect on the results
of operations or financial position of the Company.

In June 1997, the FASB issued Statement No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("Statement No. 131"). This statement
establishes standards for the way that public enterprises report information
about operating segments in annual financial statements and requires that
selected information about those operating segments be reported in interim
financial statements. This statement supersedes Statement No. 14, "Financial
Reporting for Segments of a Business Enterprise". Statement No. 131 requires
that all public enterprises report financial and descriptive information about
their reportable operating segments. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. This statement
is effective for fiscal years beginning after December 15, 1997. AFLIAC consists
of one segment, Allmerica Financial Services, which underwrites and distributes
variable annuities and variable universal life insurance via retail channels.

In June 1997, the FASB also issued Statement No. 130, "Reporting Comprehensive
Income" ("Statement No. 130"). Statement No. 130 establishes standards for the
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. All items that are required to be
recognized under accounting standards as components of comprehensive income are
to be reported in a financial statement that is displayed with the same
prominence as other financial statements. This statement stipulates that
comprehensive income reflect the change in equity of an enterprise during a
period from transactions and

F-10
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

other events and circumstances from non-owner sources. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
adopted Statement No. 130 for the first quarter of 1998, which resulted
primarily in reporting unrealized gains and losses on investments in debt and
equity securities in comprehensive income.

L. RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year
presentation.

2. SIGNIFICANT TRANSACTIONS

During 1999, AFLIAC's parent contributed $11.8 million of additional paid-in
capital to the Company in the form of four subsidiaries as disclosed in Note 1A
above. These subsidiaries consisted of assets of $22.0 million, of which $14.6
million was cash and cash equivalents, and liabilities of $10.2 million. During
1999, 1998 and 1997, SMAFCO contributed $4.0 million, $21.0 million, and $40.6
million respectively, of additional paid-in capital to the Company. The nature
of the 1997 contribution was $19.2 million in cash and $21.4 million in other
assets including Somerset Square, Inc.

Effective January 1, 1998, the Company entered into an agreement with a highly
rated reinsurer to reinsure the mortality risk on the universal life and
variable universal life blocks of business. The agreement did not have a
material effect on the results of operations or financial position of the
Company.

On April 14, 1997, the Company entered into an agreement in principle to cede
substantially all of the Company's individual disability income line of business
under a 100% coinsurance agreement with a highly rated reinsurer. The
coinsurance agreement became effective October 1, 1997. The transaction has
resulted in the recognition of a $53.9 million pre-tax loss in the first quarter
of 1997.

3. INVESTMENTS

A. SUMMARY OF INVESTMENTS

The Company accounts for its investments, all of which are classified as
available-for-sale, in accordance with the provisions of Statement No. 115.

The amortized cost and fair value of available-for-sale fixed maturities and
equity securities were as follows:

<TABLE>
<CAPTION>
1999
-------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
------------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S.
government and agency securities....... $ 5.2 $ 0.2 $-- $ 5.4
States and political subdivisions....... 12.4 0.1 -- 12.5
Foreign governments..................... 38.6 0.9 0.6 38.9
Corporate fixed maturities.............. 1,180.0 10.3 38.9 1,151.4
Mortgage-backed securities.............. 118.0 1.1 2.7 116.4
-------- ----- ----- --------
Total fixed maturities.................. $1,354.2 $12.6 $42.2 $1,324.6
======== ===== ===== ========
Equity securities....................... $ 25.2 $ 7.4 $-- $ 32.6
======== ===== ===== ========
</TABLE>

(1) Amortized cost for fixed maturities and cost for equity securities.

F-11
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
1998
-------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
------------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S.
government and agency securities....... $ 5.8 $ 0.8 $-- $ 6.6
States and political subdivisions....... 2.7 0.2 -- 2.9
Foreign governments..................... 48.8 1.6 1.5 48.9
Corporate fixed maturities.............. 1,096.0 58.0 17.7 1,136.3
Mortgage-backed securities.............. 131.3 5.8 1.4 135.7
-------- ----- ----- --------
Total fixed maturities.................. $1,284.6 $66.4 $20.6 $1,330.4
======== ===== ===== ========
Equity securities....................... $ 27.4 $ 8.9 $ 4.5 $ 31.8
======== ===== ===== ========
</TABLE>

(1) Amortized cost for fixed maturities and cost for equity securities.

In connection with AFLIAC's voluntary withdrawal of its license in New York,
AFLIAC agreed with the New York Department of Insurance to maintain, through a
custodial account in New York, a security deposit, the market value of which
will at all times equal 102% of all outstanding liabilities of AFLIAC for New
York policyholders, claimants and creditors. At December 31, 1999, the amortized
cost and market value of these assets on deposit in New York were
$196.4 million and $193.0 million, respectively. At December 31, 1998, the
amortized cost and market value of assets on deposit were $268.5 million and
$284.1 million, respectively. In addition, fixed maturities, excluding those
securities on deposit in New York, with an amortized cost of $4.1 million and
$4.2 million were on deposit with various state and governmental authorities at
December 31, 1999 and 1998, respectively.

There were no contractual fixed maturity investment commitments at December 31,
1999.

The amortized cost and fair value by maturity periods for fixed maturities are
shown below. Actual maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties, or the Company may have the right to put or sell the
obligations back to the issuers. Mortgage backed securities are included in the
category representing their ultimate maturity.

<TABLE>
<CAPTION>
1999
-------------------
DECEMBER 31, AMORTIZED FAIR
(IN MILLIONS) COST VALUE
------------- --------- --------
<S> <C> <C>
Due in one year or less..................................... $ 54.5 $ 54.8
Due after one year through five years....................... 349.1 347.2
Due after five years through ten years...................... 652.9 637.1
Due after ten years......................................... 297.7 285.5
-------- --------
Total....................................................... $1,354.2 $1,324.6
======== ========
</TABLE>

F-12
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unrealized gains and losses on available-for-sale and other securities, are
summarized as follows:

<TABLE>
<CAPTION>
EQUITY
FOR THE YEARS ENDED DECEMBER 31, FIXED SECURITIES
(IN MILLIONS) MATURITIES AND OTHER (1) TOTAL
------------- ---------- ------------- ------
<S> <C> <C> <C>
1999
Net appreciation, beginning of year......................... $ 16.2 $ 7.9 $ 24.1
------ ------ ------
Net depreciation on available-for-sale securities........... (75.3) (0.2) (75.5)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ 34.4 -- 34.4
Benefit from deferred federal income taxes.................. 14.3 0.1 14.4
------ ------ ------
(26.6) (0.1) (26.7)
------ ------ ------
Net (depreciation) appreciation, end of year................ $(10.4) $ 7.8 $ (2.6)
====== ====== ======

1998
Net appreciation, beginning of year......................... $ 22.1 $ 16.4 $ 38.5
------ ------ ------
Net depreciation on available-for-sale securities........... (16.2) (14.3) (30.5)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ 7.1 -- 7.1
Benefit from deferred federal income taxes.................. 3.2 5.8 9.0
------ ------ ------
(5.9) (8.5) (14.4)
------ ------ ------
Net appreciation, end of year............................... $ 16.2 $ 7.9 $ 24.1
====== ====== ======

1997
Net appreciation, beginning of year......................... $ 12.7 $ 7.8 $ 20.5
------ ------ ------
Net appreciation on available-for-sale securities........... 24.3 12.5 36.8
Net depreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ (9.8) -- (9.8)
Provision for deferred federal income taxes................. (5.1) (3.9) (9.0)
------ ------ ------
9.4 8.6 18.0
------ ------ ------
Net appreciation, end of year............................... $ 22.1 $ 16.4 $ 38.5
====== ====== ======
</TABLE>

(1) Includes net (depreciation) appreciation on other investments of $(3.1)
million, $0.9 million, and $1.3 million in 1999, 1998, and 1997,
respectively.

B. MORTGAGE LOANS AND REAL ESTATE

AFLIAC's mortgage loans are diversified by property type and location. The real
estate investment was obtained by an affiliate through foreclosure. Mortgage
loans are collateralized by the related properties and generally are no more
than 75% of the property's value at the time the original loan is made.

The carrying values of mortgage loans and the real estate investment net of
applicable reserves were $234.6 million and $244.5 million at December 31, 1999
and 1998, respectively. Reserves for mortgage loans were $2.4 million and
$3.3 million at December 31, 1999 and 1998, respectively.

F-13
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During 1997, the Company committed to a plan to dispose of all real estate
assets. At December 31, 1999, there was one property remaining in the Company's
real estate portfolio which is being actively marketed. Depreciation is not
recorded on this asset while it is held for disposal.

There were no non-cash investing activities, including real estate acquired
through foreclosure of mortgage loans, in 1999, 1998 and 1997.

There were no material contractual commitments to extend credit under commercial
mortgage loan agreements at December 31, 1999.

Mortgage loans and real estate investments comprised the following property
types and geographic regions:

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1999 1998
------------- ------ ------
<S> <C> <C>
Property type:
Office building........................................... $136.1 $129.2
Residential............................................... 18.5 18.9
Retail.................................................... 28.3 37.4
Industrial/warehouse...................................... 51.1 59.2
Other..................................................... 3.0 3.1
Valuation allowances...................................... (2.4) (3.3)
------ ------
Total....................................................... $234.6 $244.5
====== ======
Geographic region:
South Atlantic............................................ $ 60.7 $ 55.5
Pacific................................................... 76.2 80.0
East North Central........................................ 35.9 41.4
Middle Atlantic........................................... 20.1 22.5
New England............................................... 29.9 26.9
West South Central........................................ 1.9 6.7
Other..................................................... 12.3 14.8
Valuation allowances...................................... (2.4) (3.3)
------ ------
Total....................................................... $234.6 $244.5
====== ======
</TABLE>

At December 31, 1999, scheduled mortgage loan maturities were as follows:
2000 -- $40.8 million; 2001 -- $6.3 million; 2002 -- $11.2 million; 2003 --
$0.5 million; 2004 -- $23.7 million; and $141.2 million thereafter. Actual
maturities could differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties and loans
may be refinanced. During 1999, the Company did not refinance any mortgage loans
based on terms which differed from those granted to new borrowers.

F-14
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

C. INVESTMENT VALUATION ALLOWANCES

Investment valuation allowances which have been deducted in arriving at
investment carrying values as presented in the consolidated balance sheets and
changes thereto are shown below.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, BALANCE AT BALANCE AT
(IN MILLIONS) JANUARY 1 PROVISIONS WRITE-OFFS DECEMBER 31
------------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
1999
Mortgage loans.............................................. $ 3.3 $(0.8) $0.1 $2.4
===== ===== ==== ====
1998
Mortgage loans.............................................. $ 9.4 $(4.5) $1.6 $3.3
===== ===== ==== ====
1997
Mortgage loans.............................................. $ 9.5 $ 1.1 $1.2 $9.4
Real estate................................................. 1.7 3.7 5.4 --
----- ----- ---- ----
Total................................................... $11.2 $ 4.8 $6.6 $9.4
===== ===== ==== ====
</TABLE>

Provisions on mortgages during 1999 and 1998 reflect the release of redundant
specific reserves. Write-offs of $5.4 million to the investment valuation
allowance related to real estate in 1997 primarily reflect write downs to the
estimated fair value less costs to sell pursuant to the aforementioned 1997 plan
of disposal.

The carrying value of impaired loans was $11.4 million and $15.3 million, with
related reserves of $0.7 million and $1.5 million as of December 31, 1999 and
1998, respectively. All impaired loans were reserved for as of December 31, 1999
and 1998.

The average carrying value of impaired loans was $14.3 million, $17.0 million
and $19.8 million, with related interest income while such loans were impaired
of $1.5 million, $2.0 million and $2.2 million as of December 31, 1999, 1998 and
1997, respectively.

D. OTHER

At December 31, 1999 and 1998, AFLIAC had no concentration of investments in a
single investee exceeding 10% of shareholder's equity.

4. INVESTMENT INCOME AND GAINS AND LOSSES

A. NET INVESTMENT INCOME

The components of net investment income were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------ ------ ------
<S> <C> <C> <C>
Fixed maturities............................................ $107.2 $107.7 $130.0
Mortgage loans.............................................. 19.0 25.5 20.4
Equity securities........................................... 0.4 0.3 1.3
Policy loans................................................ 12.4 11.7 10.8
Real estate and other long-term investments................. 4.0 4.8 4.9
Short-term investments...................................... 9.5 4.2 1.4
------ ------ ------
Gross investment income................................. 152.5 154.2 168.8
Less investment expenses.................................... (2.3) (2.9) (4.6)
------ ------ ------
Net investment income................................... $150.2 $151.3 $164.2
====== ====== ======
</TABLE>

F-15
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

At December 31, 1999, the Company had fixed maturities with a carrying value of
$0.8 million on non-accrual status. There were no mortgage loans on non-accrual
status at December 31, 1999. There were no mortgage loans or fixed maturities on
non-accrual status at December 31, 1998. The effect of non-accruals, compared
with amounts that would have been recognized in accordance with the original
terms of the investments, was a reduction in net income of $1.2 million in 1999,
and had no impact in 1998 and 1997.

The payment terms of mortgage loans may from time to time be restructured or
modified. The investment in restructured mortgage loans, based on amortized
cost, amounted to $12.2 million, $12.6 million and $21.1 million at December 31,
1999, 1998 and 1997, respectively. Interest income on restructured mortgage
loans that would have been recorded in accordance with the original terms of
such loans amounted to $0.9 million, $1.4 million and $1.9 million in 1999,
1998, and 1997, respectively. Actual interest income on these loans included in
net investment income aggregated $1.1 million, $1.8 million and $2.1 million in
1999, 1998 and 1997, respectively.

There were no fixed maturities or mortgage loans which were non-income producing
for the year ended December 31, 1999.

Included in other long-term investments is income from limited partnerships of
$0.9 million and $0.7 million in 1999 and 1998, respectively. There was no
income from limited partnerships included in other long-term investments in
1997.

B. NET REALIZED INVESTMENT GAINS AND LOSSES

Realized (losses) gains on investments were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------ ----- -----
<S> <C> <C> <C>
Fixed maturities............................................ $(18.8) $(6.1) $ 3.0
Mortgage loans.............................................. 0.8 8.0 (1.1)
Equity securities........................................... 8.5 15.7 0.5
Real estate and other....................................... 0.8 2.4 0.5
------ ----- -----
Net realized investment (losses) gains...................... $ (8.7) $20.0 $ 2.9
====== ===== =====
</TABLE>

The proceeds from voluntary sales of available-for-sale securities and the gross
realized gains and gross realized losses on those sales were as follows:

<TABLE>
<CAPTION>
PROCEEDS FROM
FOR THE YEARS ENDED DECEMBER 31, VOLUNTARY GROSS GROSS
(IN MILLIONS) SALES GAINS LOSSES
------------- ------------- ----- ------
<S> <C> <C> <C>
1999
Fixed maturities............................................ $162.3 $ 2.7 $4.3
Equity securities........................................... $ 30.4 $10.1 $1.6
1998
Fixed maturities............................................ $ 60.0 $ 2.0 $2.0
Equity securities........................................... $ 52.6 $17.5 $0.9
1997
Fixed maturities............................................ $702.9 $11.4 $5.0
Equity securities........................................... $ 1.3 $ 0.5 $--
</TABLE>

F-16
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

C. OTHER COMPREHENSIVE INCOME RECONCILIATION

The following table provides a reconciliation of gross unrealized (losses) gains
to the net balance shown in the consolidated statements of comprehensive income:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------ ------ -----
<S> <C> <C> <C>
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during period (net
of taxes of $(18.0) million, $(5.6) million and
$10.2 million in 1999, 1998 and 1997, respectively)........ $(33.4) $ (8.2) $20.3
Less: reclassification adjustment for (losses) gains
included in net income (net of taxes of $(3.6) million,
$3.4 million and $1.2 million in 1999, 1998 and 1997,
respectively).............................................. (6.7) 6.2 2.3
------ ------ -----
Other comprehensive (loss) income........................... $(26.7) $(14.4) $18.0
====== ====== =====
</TABLE>

5. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

Statement No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value information about certain financial
instruments (insurance contracts, real estate, goodwill and taxes are excluded)
for which it is practicable to estimate such values, whether or not these
instruments are included in the balance sheet. The fair values presented for
certain financial instruments are estimates which, in many cases, may differ
significantly from the amounts which could be realized upon immediate
liquidation. In cases where market prices are not available, estimates of fair
value are based on discounted cash flow analyses which utilize current interest
rates for similar financial instruments which have comparable terms and credit
quality.

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:

CASH AND CASH EQUIVALENTS

For these short-term investments, the carrying amount approximates fair value.

FIXED MATURITIES

Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models using discounted cash flow
analyses.

EQUITY SECURITIES

F-17
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MORTGAGE LOANS

Fair values are estimated by discounting the future contractual cash flows using
the current rates at which similar loans would be made to borrowers with similar
credit ratings. The fair value of below investment grade mortgage loans are
limited to the lesser of the present value of the cash flows or book value.

POLICY LOANS

The carrying amount reported in the balance sheet approximates fair value since
policy loans have no defined maturity dates and are inseparable from the
insurance contracts.

FIXED ANNUITY AND OTHER CONTRACTS (WITHOUT MORTALITY FEATURES)

Fair values for the Company's liabilities under individual fixed annuity
contracts are estimated based on current surrender values, supplemental
contracts without life contingencies reflect current fund balances, and other
individual contract funds represent the present value of future policy benefits.

The estimated fair values of the financial instruments were as follows:

<TABLE>
<CAPTION>
1999 1998
------------------ ------------------
DECEMBER 31, CARRYING FAIR CARRYING FAIR
(IN MILLIONS) VALUE VALUE VALUE VALUE
------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and cash equivalents................................. $ 132.9 $ 132.9 $ 217.9 $ 217.9
Fixed maturities.......................................... 1,324.6 1,324.6 1,330.4 1,330.4
Equity securities......................................... 32.6 32.6 31.8 31.8
Mortgage loans............................................ 223.7 222.8 230.0 241.9
Policy loans.............................................. 166.8 166.8 151.5 151.5
-------- -------- -------- --------
$1,880.6 $1,879.7 $1,961.6 $1,973.5
======== ======== ======== ========
FINANCIAL LIABILITIES
Individual fixed annuity contracts........................ $1,048.0 $1,014.9 $1,069.4 $1,034.6
Supplemental contracts without life contingencies......... 25.0 25.0 21.0 21.0
Other individual contract deposit funds................... 19.3 19.3 17.0 17.0
-------- -------- -------- --------
$1,092.3 $1,059.2 $1,107.4 $1,072.6
======== ======== ======== ========
</TABLE>

F-18
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. FEDERAL INCOME TAXES

Provisions for federal income taxes have been calculated in accordance with the
provisions of Statement No. 109. A summary of the federal income tax expense in
the consolidated statement of income is shown below:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ----- ----- -----
<S> <C> <C> <C>
Federal income tax expense
Current................................................... $15.5 $22.1 $13.9
Deferred.................................................. 30.5 11.8 7.1
----- ----- -----
Total....................................................... $46.0 $33.9 $21.0
===== ===== =====
</TABLE>

The provision for federal income taxes does not materially differ from the
amount of federal income tax determined by applying the appropriate U.S.
statutory income tax rate to income before federal income taxes.

The deferred income tax (asset) liability represents the tax effects of
temporary differences:

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1999 1998
------------- ------- -------
<S> <C> <C>
Deferred tax (assets) liabilities
Policy reserves........................................... $(233.7) $(205.1)
Deferred acquisition costs................................ 339.7 278.8
Investments, net.......................................... (4.0) 12.5
Litigation reserves....................................... (4.3) (7.4)
Bad debt reserve.......................................... -- (0.4)
Other, net................................................ (2.9) 0.4
------- -------
Deferred tax liability, net................................. $ 94.8 $ 78.8
======= =======
</TABLE>

Gross deferred income tax liabilities totaled $360.4 million and $291.7 million
at December 31, 1999 and 1998, respectively. Gross deferred income tax assets
totaled $265.6 million and $212.9 million at December 31, 1999 and 1998,
respectively.

The Company believes, based on its recent earnings history and its future
expectations, that the Company's taxable income in future years will be
sufficient to realize all deferred tax assets. In determining the adequacy of
future income, the Company considered the future reversal of its existing
temporary differences and available tax planning strategies that could be
implemented, if necessary.

The Company's federal income tax returns are routinely audited by the Internal
Revenue Service ("IRS"), and provisions are routinely made in the financial
statements in anticipation of the results of these audits. The IRS has examined
the FAFLIC/AFLIAC consolidated group's federal income tax returns through 1994.
The Company has appealed certain adjustments proposed by the IRS with respect
federal income tax returns for 1992, 1993, and 1994 for the FAFLIC/AFLIAC
consolidated group. Also, certain adjustments proposed by the IRS with respect
to FAFLIC/AFLIAC's federal income tax returns for 1982 and 1983 remain
unresolved. If upheld, these adjustments would result in additional payments;
however, the Company will vigorously defend its position with respect to these
adjustments. In the Company's opinion, adequate tax liabilities have

F-19
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

been established for all years. However, the amount of these tax liabilities
could be revised in the near term if estimates of the Company's ultimate
liability are revised.

7. RELATED PARTY TRANSACTIONS

The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $173.9 million, $145.4 million and $124.1 million in
1999, 1998 and 1997 respectively. The net amounts payable to FAFLIC and
affiliates for accrued expenses and various other liabilities and receivables
were $48.6 million and $16.4 million at December 31, 1999 and 1998,
respectively.

8. DIVIDEND RESTRICTIONS

Delaware has enacted laws governing the payment of dividends to stockholders by
insurers. These laws affect the dividend paying ability of the Company.

Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of Insurance, is limited to the
greater of (i) 10% of its policyholders' surplus as of the preceding December 31
or (ii) the individual company's statutory net gain from operations for the
preceding calendar year (if such insurer is a life company) or its net income
(not including realized capital gains) for the preceding calendar year (if such
insurer is not a life company). Any dividends to be paid by an insurer, whether
or not in excess of the aforementioned threshold, from a source other than
statutory earned surplus would also require the prior approval of the Delaware
Commissioner of Insurance.

No dividends were declared by the Company during 1999, 1998 or 1997. During
2000, AFLIAC could pay dividends of $34.3 million to FAFLIC without prior
approval.

9. REINSURANCE

In the normal course of business, the Company seeks to reduce the loss that may
arise from events that cause unfavorable underwriting results by reinsuring
certain levels of risk in various areas of exposure with other insurance
enterprises or reinsurers. Reinsurance transactions are accounted for in
accordance with the provisions of Statement No. 113, "Accounting and Reporting
for Reinsurance of Short-Duration and Long-Duration Contracts" ("Statement
No. 113").

The Company reinsures 100% of its traditional individual life and certain blocks
of its universal life business, substantially all of its disability income
business, and effective January 1, 1998, the mortality risk on the variable
universal life and remaining universal life blocks of business in-force at
December 31, 1997.

Amounts recoverable from reinsurers are estimated in a manner consistent with
the claim liability associated with the reinsured policy. Reinsurance contracts
do not relieve the Company from its obligations to policyholders. Failure of
reinsurers to honor their obligations could result in losses to the Company;
consequently, allowances are established for amounts deemed uncollectible. The
Company determines the appropriate amount of reinsurance based on evaluation of
the risks accepted and analyses prepared by consultants and reinsurers and on
market conditions (including the availability and pricing of reinsurance). The
Company also believes that the terms of its reinsurance contracts are consistent
with industry practice in that they contain

F-20
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

standard terms with respect to lines of business covered, limit and retention,
arbitration and occurrence. Based on its review of its reinsurers' financial
statements and reputations in the reinsurance marketplace, the Company believes
that its reinsurers are financially sound.

Amounts recoverable from reinsurers at December 31, 1999 and 1998 for the
disability income business were $241.5 million and $230.8 million, respectively,
traditional life were $9.7 million and $11.4 million, respectively, and
universal and variable universal life were $36.0 million and $65.8 million,
respectively.

The effects of reinsurance were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------ ------ ------
<S> <C> <C> <C>
Insurance premiums:
Direct.................................................... $ 41.3 $ 45.5 $ 48.8
Assumed................................................... -- -- 2.6
Ceded..................................................... (40.8) (45.0) (28.6)
------ ------ ------
Net premiums................................................ $ 0.5 $ 0.5 $ 22.8
====== ====== ======
Insurance and other individual policy benefits, claims and
losses:
Direct.................................................... $210.6 $204.0 $226.0
Assumed................................................... -- -- 4.2
Ceded..................................................... (37.0) (50.1) (42.4)
------ ------ ------
Net policy benefits, claims and losses...................... $173.6 $153.9 $187.8
====== ====== ======
</TABLE>

10. DEFERRED POLICY ACQUISITION COSTS

The following reflects the changes to the deferred policy acquisition cost
asset:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- -------- ------ ------
<S> <C> <C> <C>
Balance at beginning of year................................ $ 950.5 $765.3 $632.7
Acquisition expenses deferred............................. 219.5 242.4 184.2
Amortized to expense during the year...................... (49.8) (64.6) (53.1)
Adjustment to equity during the year...................... 36.2 7.4 (10.2)
Adjustment for cession of disability income insurance..... -- -- (38.6)
Adjustment for revision of universal life and variable
universal life insurance mortality assumptions.......... -- -- 50.3
-------- ------ ------
Balance at end of year...................................... $1,156.4 $950.5 $765.3
======== ====== ======
</TABLE>

On October 1, 1997, the Company revised the mortality assumptions for universal
life and variable universal life product lines. These revisions resulted in a
$50.3 million recapitalization of deferred policy acquisition costs.

11. LIABILITIES FOR INDIVIDUAL DISABILITY INCOME BENEFITS

The Company regularly updates its estimates of liabilities for future policy
benefits and outstanding claims and losses as new information becomes available
and further events occur which may impact the resolution of

F-21
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

unsettled claims. Changes in prior estimates are recorded in results of
operations in the year such changes are determined to be needed.

The liability for future policy benefits and outstanding claims and losses
related to the Company's disability income business was $240.7 million and
$233.3 million at December 31, 1999 and 1998. Due to the reinsurance agreement
whereby the Company has ceded substantially all of its disability income
business to a highly rated reinsurer, the Company believes that no material
adverse development of losses will occur. However, the amount of the liabilities
could be revised in the near term if the estimates used in determining the
liability are revised.

12. CONTINGENCIES

REGULATORY AND INDUSTRY DEVELOPMENTS

Unfavorable economic conditions may contribute to an increase in the number of
insurance companies that are under regulatory supervision. This may result in an
increase in mandatory assessments by state guaranty funds, or voluntary payments
by solvent insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company is not able to reasonably estimate the potential
effect on it of any such future assessments or voluntary payments.

LITIGATION

In July 1997, a lawsuit on behalf of a putative class was instituted in
Louisiana against AFC and certain of its subsidiaries including AFLIAC, by
individual plaintiffs alleging fraud, unfair or deceptive acts, breach of
contract, misrepresentation, and related claims in the sale of life insurance
policies. In October 1997, plaintiffs voluntarily dismissed the Louisiana suit
and filed a substantially similar action in Federal District Court in Worcester,
Massachusetts. In early November 1998, AFC and the plaintiffs entered into a
settlement agreement. The court granted preliminary approval of the settlement
on December 4, 1998. On May 19, 1999, the Court issued an order certifying the
class for settlement purposes and granting final approval of the settlement
agreement. AFLIAC recognized a $21.0 million pre-tax expense during the third
quarter of 1998 related to this litigation. Although the Company believes that
this expense reflects appropriate recognition of its obligation under the
settlement, this estimate assumes the availability of insurance coverage for
certain claims, and the estimate may be revised based on the amount of
reimbursement actually tendered by AFC's insurance carriers, and based on
changes in the Company's estimate of the ultimate cost of the benefits to be
provided to members of the class.

The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the Company's opinion, based on the advice of
legal counsel, the ultimate resolution of these proceedings will not have a
material effect on the Company's consolidated financial statements. However,
liabilities related to these proceedings could be established in the near term
if estimates of the ultimate resolution of these proceedings are revised.

YEAR 2000

The Year 2000 issue resulted from computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have date-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities.

F-22
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Although the Company does not believe that there is a material contingency
associated with the Year 2000 issue, there can be no assurance that exposure for
material contingencies will not arise.

13. STATUTORY FINANCIAL INFORMATION

The Company is required to file annual statements with state regulatory
authorities prepared on an accounting basis prescribed or permitted by such
authorities (statutory basis). Statutory surplus differs from shareholder's
equity reported in accordance with generally accepted accounting principles
primarily because policy acquisition costs are expensed when incurred,
investment reserves are based on different assumptions, life insurance reserves
are based on different assumptions and income tax expense reflects only taxes
paid or currently payable. In 1999, 49 out of 50 states have adopted the
National Association of Insurance Commissioners proposed Codification, which
provides for uniform statutory accounting principles. These principles are
effective January 1, 2001. The Company is currently assessing the impact that
the adoption of Codification will have on its statutory results of operations
and financial position. Statutory net income and surplus are as follows:

<TABLE>
<CAPTION>
(IN MILLIONS) 1999 1998 1997
------------- ------ ------ ------
<S> <C> <C> <C>
Statutory net income........................................ $ 5.0 $ (8.2) $ 31.5
Statutory shareholder's surplus............................. $342.7 $312.2 $309.7
</TABLE>

14. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT (UNAUDITED)

During the second quarter of 2000, AFC adopted a formal company-wide
restructuring plan. This plan is the result of a corporate initiative that began
in the fall of 1999, intended to reduce expenses and enhance revenues. As a
result of this restructuring plan, AFLIAC recognized a pre-tax charge relating
to one-time project costs of $4.6 million for the quarter ended June 30, 2000.

F-23
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and the Contractowners of Separate Account KG of Allmerica Financial
Life Insurance and Annuity Company

In our opinion, the accompanying statements of assets and liabilities, and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the Sub-Accounts
constituting the Separate Account KG of Allmerica Financial Life Insurance and
Annuity Company at December 31, 1999, the results of each of their operations
and the changes in each of their net assets for each of the periods indicated,
in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of Allmerica Financial
Life Insurance and Annuity Company; our responsibility is to express an opinion
on these financial statements based on our audits. We conducted our audits of
these financial statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1999 by
correspondence with the Funds, provide a reasonable basis for the opinion
expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
April 3, 2000
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999

<TABLE>
<CAPTION>
SMALL SMALL CONTRARIAN
CAP VALUE CAP GROWTH VALUE
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 43,123,114 $ 75,926,509 $ 124,531,596
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 43,123,114 75,926,509 124,531,596

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 10 10 7
------------- ------------- -------------
Net assets ........................................................ $ 43,123,104 $ 75,926,499 $ 124,531,589
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 43,123,104 $ 75,926,499 $ 124,531,589
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 43,123,104 $ 75,926,499 $ 124,531,589
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 39,613,798 37,457,369 89,797,800
Net asset value per unit, December 31, 1999 ........................... $ 1.088588 $ 2.027011 $ 1.386800

INTERNATIONAL GROWTH VALUE+GROWTH
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 70,880,793 $ 139,136,969 $ 110,048,274
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 70,880,793 139,136,969 110,048,274

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - 6,703 30,307
------------- ------------- -------------
Net assets ........................................................ $ 70,880,793 $ 139,130,266 $ 110,017,967
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 70,880,793 $ 139,130,266 $ 110,017,967
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 70,880,793 $ 139,130,266 $ 110,017,967
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 41,324,509 76,103,904 66,588,933
Net asset value per unit, December 31, 1999 ........................... $ 1.715224 $ 1.828162 $ 1.652196

<CAPTION>
TOTAL
HORIZON 20+ RETURN HORIZON 10+
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 23,952,402 $ 211,165,633 $ 44,516,688
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - 793
------------- ------------- -------------
Total assets ...................................................... 23,952,402 211,165,633 44,517,481

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Net assets ........................................................ $ 23,952,402 $ 211,165,633 $ 44,517,481
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 23,952,402 $ 211,165,633 $ 44,517,481
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 23,952,402 $ 211,165,633 $ 44,517,481
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 16,867,521 141,157,462 32,882,865
Net asset value per unit, December 31, 1999 ........................... $ 1.420031 $ 1.495958 $ 1.353820
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-1
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

INVESTMENT
HORIZON 5 HIGH YIELD GRADE BOND
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 31,497,114 $ 147,977,544 $ 45,886,571
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - 113
------------- ------------- -------------
Total assets ...................................................... 31,497,114 147,977,544 45,886,684

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 867 - -
------------- ------------- -------------
Net assets ........................................................ $ 31,496,247 $ 147,977,544 $ 45,886,684
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 31,496,247 $ 147,977,544 $ 45,886,684
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 31,496,247 $ 147,977,544 $ 45,886,684
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 25,267,281 130,756,981 41,386,969
Net asset value per unit, December 31, 1999 ........................... $ 1.246523 $ 1.131699 $ 1.108723

GOVERNMENT MONEY GLOBAL
SECURITIES MARKET INCOME
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 51,041,861 $ 65,746,917 $ 3,605,858
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - 160,406 -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 51,041,861 65,907,323 3,605,858

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Net assets ........................................................ $ 51,041,861 $ 65,907,323 $ 3,605,858
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 51,041,861 $ 65,907,323 $ 3,605,858
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 51,041,861 $ 65,907,323 $ 3,605,858
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 45,653,024 59,036,322 3,482,518
Net asset value per unit, December 31, 1999 ........................... $ 1.118039 $ 1.116386 $ 1.035417

<CAPTION>
DREMAN DREMAN
BLUE FINANCIAL HIGH
CHIP SERVICES RETURN EQUITY
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 130,446,066 $ 18,589,346 $ 70,264,414
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 130,446,066 18,589,346 70,264,414

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 9 - 8
------------- ------------- -------------
Net assets ........................................................ $ 130,446,057 $ 18,589,346 $ 70,264,406
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 130,446,057 $ 18,589,346 $ 70,264,406
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 130,446,057 $ 18,589,346 $ 70,264,406
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 85,135,553 20,493,727 78,706,638
Net asset value per unit, December 31, 1999 ........................... $ 1.532216 $ 0.907075 $ 0.892738
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-2
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
INTERNATIONAL
GROWTH GLOBAL AGGRESSIVE
AND INCOME BLUE CHIP GROWTH
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 4,293,057 $ 10,572,101 $ 7,528,912
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - 132 -
------------- ------------- -------------
Total assets ...................................................... 4,293,057 10,572,233 7,528,912

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Net assets ........................................................ $ 4,293,057 $ 10,572,233 $ 7,528,912
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 4,293,057 $ 10,572,233 $ 7,528,912
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 4,293,057 $ 10,572,233 $ 7,528,912
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 4,224,456 8,559,390 5,432,409
Net asset value per unit, December 31, 1999 ........................... $ 1.016239 $ 1.235162 $ 1.385925

<CAPTION>
KVS FOCUSED
TECHNOLOGY INDEX LARGE CAP
GROWTH 500 GROWTH
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 54,693,951 $ 19,191,682 $ 819,126
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 54,693,951 19,191,682 819,126

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 6,809 - -
------------- ------------- -------------
Net assets ........................................................ $ 54,687,142 $ 19,191,682 $ 819,126
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 54,687,142 $ 19,191,682 $ 816,564
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - 2,562
------------- ------------- -------------
$ 54,687,142 $ 19,191,682 $ 819,126
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 31,063,062 17,600,088 639,469
Net asset value per unit, December 31, 1999 ........................... $ 1.760520 $ 1.090431 $ 1.280948

<CAPTION>
KVS KVS SCUDDER
GROWTH GROWTH VLIF
OPPORTUNITIES AND INCOME INTERNATIONAL
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 12,814,018 $ 12,026,539 $ -
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - 29,269,761
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 12,814,018 12,026,539 29,269,761

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 6,674 6,641 -
------------- ------------- -------------
Net assets ........................................................ $ 12,807,344 $ 12,019,898 $ 29,269,761
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 12,807,344 $ 12,019,898 $ 29,269,761
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 12,807,344 $ 12,019,898 $ 29,269,761
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 11,026,318 10,482,786 19,494,096
Net asset value per unit, December 31, 1999 ........................... $ 1.161525 $ 1.146632 $ 1.501468
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-3
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
SCUDDER SCUDDER SCUDDER
VLIF VLIF VLIF
GLOBAL CAPITAL GROWTH
DISCOVERY GROWTH AND INCOME
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ - $ - $ -
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . 17,167,184 43,124,131 33,772,900
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 17,167,184 43,124,131 33,772,900

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 11 9 9
------------- ------------- -------------
Net assets ........................................................ $ 17,167,173 $ 43,124,122 $ 33,772,891
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 17,167,173 $ 43,124,122 $ 33,772,891
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 17,167,173 $ 43,124,122 $ 33,772,891
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 10,986,809 30,553,150 34,413,183
Net asset value per unit, December 31, 1999 ........................... $ 1.562526 $ 1.411446 $ 0.981394

<CAPTION>
ALGER
AMERICAN ALGER DREYFUS
LEVERAGED AMERICAN MIDCAP
ALLCAP BALANCED STOCK
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ - $ - $ -
Investments in shares of Scudder Variable Life Investment Fund (VLIF)
Investments in shares of The Alger American Fund ...................... 1,796,209 1,830,861 -
Investments in shares of Dreyfus Investment Portfolios ................ - - 557,612
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 1,796,209 1,830,861 557,612

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 6,629 - -
------------- ------------- -------------
Net assets ........................................................ $ 1,789,580 $ 1,830,861 $ 557,612
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 1,789,580 $ 1,830,861 $ 557,612
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 1,789,580 $ 1,830,861 $ 557,612
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 1,495,254 1,730,450 516,134
Net asset value per unit, December 31, 1999 ........................... $ 1.196840 $ 1.058026 $ 1.080362

<CAPTION>
DREYFUS JANUS
SOCIALLY JANUS ASPEN
RESPONSIBLE ASPEN GROWTH
GROWTH GROWTH AND INCOME
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ - $ - $ -
Investments in shares of Scudder Variable Life Investment Fund (VLIF)
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... 1,032,771 - -
Investments in shares of Janus Aspen Series ........................... - 698,757 634,683
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 1,032,771 698,757 634,683

LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Net assets ........................................................ $ 1,032,771 $ 698,757 $ 634,683
------------- ------------- -------------
------------- ------------- -------------

Net asset distribution by category:
Variable annuity contracts .......................................... $ 1,032,771 $ 698,757 $ 634,683
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 1,032,771 $ 698,757 $ 634,683
------------- ------------- -------------
------------- ------------- -------------

Units outstanding, December 31, 1999 .................................. 877,736 552,462 429,409
Net asset value per unit, December 31, 1999 ........................... $ 1.176630 $ 1.264806 $ 1.478040
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-4
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
SMALL SMALL CONTRARIAN
CAP VALUE CAP GROWTH VALUE
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 454,818 $ - $ 2,408,616
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 598,680 698,168 1,849,336
Administrative expense fees ........................... 71,842 83,780 221,920
------------- ------------- -------------
Total expenses ...................................... 670,522 781,948 2,071,256
------------- ------------- -------------
Net investment income (loss) ........................ (215,704) (781,948) 337,360
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 8,028,721
Net realized gain (loss) from sales of investments .... (1,927,611) 1,157,955 1,106,559
------------- ------------- -------------
Net realized gain (loss) ............................ (1,927,611) 1,157,955 9,135,280
Net unrealized gain (loss) ............................ 2,275,729 18,007,325 (27,096,544)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 348,118 19,165,280 (17,961,264)
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 132,414 $ 18,383,332 $ (17,623,904)
------------- ------------- -------------
------------- ------------- -------------

<CAPTION>
INTERNATIONAL GROWTH VALUE+GROWTH
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 625,783 $ - $ 566,554
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 703,680 1,267,444 1,244,753
Administrative expense fees ........................... 84,442 152,093 149,370
------------- ------------- -------------
Total expenses ...................................... 788,122 1,419,537 1,394,123
------------- ------------- -------------
Net investment income (loss) ........................ (162,339) (1,419,537) (827,569)
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... 6,727,162 - 1,982,938
Net realized gain (loss) from sales of investments .... 484,661 940,548 1,431,579
------------- ------------- -------------
Net realized gain (loss) ............................ 7,211,823 940,548 3,414,517
Net unrealized gain (loss) ............................ 14,809,647 34,017,682 11,750,886
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 22,021,470 34,958,230 15,165,403
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 21,859,131 $ 33,538,693 $ 14,337,834
------------- ------------- -------------
------------- ------------- -------------

<CAPTION>
TOTAL
HORIZON 20+ RETURN HORIZON 10+
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 323,558 $ 4,606,638 $ 870,456
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 312,408 2,024,406 526,587
Administrative expense fees ........................... 37,489 242,929 63,190
------------- ------------- -------------
Total expenses ...................................... 349,897 2,267,335 589,777
------------- ------------- -------------
Net investment income (loss) ........................ (26,339) 2,339,303 280,679
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... 161,779 7,677,731 -
Net realized gain (loss) from sales of investments .... 598,674 71,775 370,979
------------- ------------- -------------
Net realized gain (loss) ............................ 760,453 7,749,506 370,979
Net unrealized gain (loss) ............................ 1,009,772 11,231,307 2,240,030
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 1,770,225 18,980,813 2,611,009
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 1,743,886 $ 21,320,116 $ 2,891,688
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-5
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1999

INVESTMENT
HORIZON 5 HIGH YIELD GRADE BOND
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 637,158 $ 14,947,055 $ 1,043,181
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 362,853 2,012,441 525,624
Administrative expense fees ........................... 43,543 241,493 63,075
------------- ------------- -------------
Total expenses ...................................... 406,396 2,253,934 588,699
------------- ------------- -------------
Net investment income (loss) ........................ 230,762 12,693,121 454,482
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 347,727
Net realized gain (loss) from sales of investments .... 131,170 (3,155,053) (64,117)
------------- ------------- -------------
Net realized gain (loss) ............................ 131,170 (3,155,053) 283,610
Net unrealized gain (loss) ............................ 685,808 (8,379,525) (2,124,790)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 816,978 (11,534,578) (1,841,180)
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 1,047,740 $ 1,158,543 $ (1,386,698)
------------- ------------- -------------
------------- ------------- -------------

<CAPTION>
GOVERNMENT MONEY GLOBAL
SECURITIES MARKET INCOME
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 2,005,723 $ 2,082,066 $ 126,252
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 559,120 547,880 42,253
Administrative expense fees ........................... 67,094 65,746 5,071
------------- ------------- -------------
Total expenses ...................................... 626,214 613,626 47,324
------------- ------------- -------------
Net investment income (loss) ........................ 1,379,509 1,468,440 78,928
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 63,126
Net realized gain (loss) from sales of investments .... (339,320) - (21,752)
------------- ------------- -------------
Net realized gain (loss) ............................ (339,320) - 41,374
Net unrealized gain (loss) ............................ (1,457,254) - (365,219)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. (1,796,574) - (323,845)
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ (417,065) $ 1,468,440 $ (244,917)
------------- ------------- -------------
------------- ------------- -------------

<CAPTION>
DREMAN DREMAN
BLUE FINANCIAL HIGH
CHIP SERVICES RETURN EQUITY
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 450,723 $ 90,087 $ 650,296
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 1,153,683 229,713 877,508
Administrative expense fees ........................... 138,442 27,566 105,301
------------- ------------- -------------
Total expenses ...................................... 1,292,125 257,279 982,809
------------- ------------- -------------
Net investment income (loss) ........................ (841,402) (167,192) (332,513)
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 650,296
Net realized gain (loss) from sales of investments .... 458,263 145,342 (455,505)
------------- ------------- -------------
Net realized gain (loss) ............................ 458,263 145,342 194,791
Net unrealized gain (loss) ............................ 21,431,797 (1,654,266) (9,867,262)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 21,890,060 (1,508,924) (9,672,471)
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 21,048,658 $ (1,676,116) $ (10,004,984)
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-6
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1999

INTERNATIONAL
GROWTH GLOBAL AGGRESSIVE
AND INCOME BLUE CHIP GROWTH(a)
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 14,682 $ 12,568 $ -
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 38,055 77,151 12,091
Administrative expense fees ........................... 4,567 9,258 1,451
------------- ------------- -------------
Total expenses ...................................... 42,622 86,409 13,542
------------- ------------- -------------
Net investment income (loss) ........................ (27,940) (73,841) (13,542)
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - -
Net realized gain (loss) from sales of investments .... 3,862 85,039 27,858
------------- ------------- -------------
Net realized gain (loss) ............................ 3,862 85,039 27,858
Net unrealized gain (loss) ............................ 480,452 1,757,473 904,574
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 484,314 1,842,512 932,432
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 456,374 $ 1,768,671 $ 918,890
------------- ------------- -------------
------------- ------------- -------------

<CAPTION>
KVS FOCUSED
TECHNOLOGY INDEX LARGE CAP
GROWTH(a) 500(b) GROWTH(c)
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ - $ - $ -
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 109,627 29,561 433
Administrative expense fees ........................... 13,155 3,547 52
------------- ------------- -------------
Total expenses ...................................... 122,782 33,108 485
------------- ------------- -------------
Net investment income (loss) ........................ (122,782) (33,108) (485)
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - -
Net realized gain (loss) from sales of investments .... 197,634 1,138 508
------------- ------------- -------------
Net realized gain (loss) ............................ 197,634 1,138 508
Net unrealized gain (loss) ............................ 12,954,735 1,161,205 57,502
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 13,152,369 1,162,343 58,010
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 13,029,587 $ 1,129,235 $ 57,525
------------- ------------- -------------
------------- ------------- -------------

<CAPTION>
KVS KVS SCUDDER
GROWTH GROWTH VLIF
OPPORTUNITIES(c) AND INCOME(c) INTERNATIONAL
---------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ - $ - $ 11,721
---------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 8,847 9,324 150,502
Administrative expense fees ........................... 1,062 1,118 18,061
---------------- ------------- -------------
Total expenses ...................................... 9,909 10,442 168,563
---------------- ------------- -------------
Net investment income (loss) ........................ (9,909) (10,442) (156,842)
---------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 873,203
Net realized gain (loss) from sales of investments .... - - 6,849
---------------- ------------- -------------
Net realized gain (loss) ............................ - - 880,052
Net unrealized gain (loss) ............................ 667,371 603,878 6,557,144
---------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 667,371 603,878 7,437,196
---------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 657,462 $ 593,436 $ 7,280,354
---------------- ------------- -------------
---------------- ------------- -------------
</TABLE>

(a) For the Period 5/3/99 to 12/31/99.
(b) For the Period 9/1/99 to 12/31/99.
(c) For the Period 10/29/99 to 12/31/99.

The accompanying notes are an integral part of these financial statements.

SA-7
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
SCUDDER SCUDDER SCUDDER
VLIF VLIF VLIF
GLOBAL CAPITAL GROWTH
DISCOVERY GROWTH AND INCOME
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ - $ 33,369 $ 173,780
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 79,167 277,650 289,157
Administrative expense fees ........................... 9,500 33,318 34,699
------------- ------------- -------------
Total expenses ...................................... 88,667 310,968 323,856
------------- ------------- -------------
Net investment income (loss) ........................ (88,667) (277,599) (150,076)
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... 54,607 1,799,242 1,318,313
Net realized gain (loss) from sales of investments .... 144,744 79,584 (48,238)
------------- ------------- -------------
Net realized gain (loss) ............................ 199,351 1,878,826 1,270,075
Net unrealized gain (loss) ............................ 4,603,967 6,894,112 (655,883)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 4,803,318 8,772,938 614,192
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 4,714,651 $ 8,495,339 $ 464,116
------------- ------------- -------------
------------- ------------- -------------

<CAPTION>
ALGER
AMERICAN ALGER DREYFUS
LEVERAGED AMERICAN MIDCAP
ALLCAP(d) BALANCED(d) STOCK(e)
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ - $ - $ 1,287
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 1,402 1,273 517
Administrative expense fees ........................... 169 153 61
------------- ------------- -------------
Total expenses ...................................... 1,571 1,426 578
------------- ------------- -------------
Net investment income (loss) ........................ (1,571) (1,426) 709
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - -
Net realized gain (loss) from sales of investments .... 521 12 5
------------- ------------- -------------
Net realized gain (loss) ............................ 521 12 5
Net unrealized gain (loss) ............................ 169,168 55,960 25,831
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 169,689 55,972 25,836
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 168,118 $ 54,546 $ 26,545
------------- ------------- -------------
------------- ------------- -------------

<CAPTION>
DREYFUS JANUS
SOCIALLY JANUS ASPEN
RESPONSIBLE ASPEN GROWTH AND
GROWTH(e) GROWTH(e) INCOME(e)
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 125 $ 628 $ 896
------------- ------------- -------------

EXPENSES:
Mortality and expense risk fees ....................... 791 1,455 1,162
Administrative expense fees ........................... 95 175 140
------------- ------------- -------------
Total expenses ...................................... 886 1,630 1,302
------------- ------------- -------------
Net investment income (loss) ........................ (761) (1,002) (406)
------------- ------------- -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... 33,711 - -
Net realized gain (loss) from sales of investments .... 6 168 326
------------- ------------- -------------
Net realized gain (loss) ............................ 33,717 168 326
Net unrealized gain (loss) ............................ 18,499 92,663 116,364
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 52,216 92,831 116,690
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 51,455 $ 91,829 $ 116,284
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

(d) For the Period 11/15/99 to 12/31/99.
(e) For the Period 6/23/99 to 12/31/99.

The accompanying notes are an integral part of these financial statements.

SA-8
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SMALL CAP VALUE SMALL CAP GROWTH
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (215,704) $ (654,086) $ (781,948) $ (489,101)
Net realized gain (loss) ....................................... (1,927,611) 876,263 1,157,955 4,792,414
Net unrealized gain (loss) ..................................... 2,275,729 (7,341,076) 18,007,325 2,357,658
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 132,414 (7,118,899) 18,383,332 6,660,971
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 3,881,514 23,789,375 9,058,478 21,614,441
Withdrawals .................................................... (3,319,790) (2,072,501) (3,003,462) (1,263,376)
Contract benefits .............................................. (1,260,432) (671,460) (1,000,074) (628,139)
Contract charges ............................................... (15,395) (11,668) (14,186) (7,215)
Transfers between sub-accounts (including fixed account), net .. (13,018,025) (1,003,036) (7,500,175) 2,245,841
Other transfers from (to) the General Account .................. 3,657,858 3,833,373 6,542,546 3,453,623
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions (10,074,270) 23,864,083 4,083,127 25,415,175
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... (9,941,856) 16,745,184 22,466,459 32,076,146

NET ASSETS:
Beginning of year .............................................. 53,064,960 36,319,776 53,460,040 21,383,894
------------- ------------- ------------- -------------
End of year .................................................... $ 43,123,104 $ 53,064,960 $ 75,926,499 $ 53,460,040
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
CONTRARIAN VALUE INTERNATIONAL
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 337,360 $ (915,285) $ (162,339) $ (165,241)
Net realized gain (loss) ....................................... 9,135,280 3,059,688 7,211,823 1,410,539
Net unrealized gain (loss) ..................................... (27,096,544) 14,662,017 14,809,647 1,259,087
------------- ------------- ------------- -------------

Net increase (decrease) in net assets from operations .......... (17,623,904) 16,806,420 21,859,131 2,504,385
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 14,121,129 55,490,687 4,906,632 19,119,834
Withdrawals .................................................... (9,077,609) (4,934,497) (3,270,566) (1,671,001)
Contract benefits .............................................. (3,040,999) (1,296,893) (1,065,299) (719,636)
Contract charges ............................................... (46,509) (27,258) (14,193) (10,634)
Transfers between sub-accounts (including fixed account), net .. (16,550,900) (3,451,681) (11,015,542) (606,885)
Other transfers from (to) the General Account .................. 15,694,953 7,034,801 3,573,648 3,412,651
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------

Net increase (decrease) in net assets from contract transactions 1,100,065 52,815,159 (6,885,320) 19,524,329
------------- ------------- ------------- -------------

Net increase (decrease) in net assets .......................... (16,523,839) 69,621,579 14,973,811 22,028,714

NET ASSETS:
Beginning of year .............................................. 141,055,428 71,433,849 55,906,982 33,878,268
------------- ------------- ------------- -------------
End of year .................................................... $ 124,531,589 $ 141,055,428 $ 70,880,793 $ 55,906,982
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
GROWTH
YEAR ENDED
DECEMBER 31,
------------------------------
1999 1998
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (1,419,537) $ (585,802)
Net realized gain (loss) ....................................... 940,548 6,027,314
Net unrealized gain (loss) ..................................... 34,017,682 419,230
------------- -------------
Net increase (decrease) in net assets from operations .......... 33,538,693 5,860,742
------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 18,138,627 39,283,179
Withdrawals .................................................... (5,835,087) (2,255,077)
Contract benefits .............................................. (2,898,303) (996,123)
Contract charges ............................................... (24,993) (10,479)
Transfers between sub-accounts (including fixed account), net .. 3,861,803 1,000,885
Other transfers from (to) the General Account .................. 15,807,341 4,848,132
Net increase (decrease) in investment by Sponsor ............... - -
------------- -------------
Net increase (decrease) in net assets from contract transactions 29,049,388 41,870,517
------------- -------------
Net increase (decrease) in net assets .......................... 62,588,081 47,731,259

NET ASSETS:
Beginning of year .............................................. 76,542,185 28,810,926
------------- -------------
End of year .................................................... $ 139,130,266 $ 76,542,185
------------- -------------
------------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-9
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
VALUE+GROWTH HORIZON 20+
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (827,569) $ (914,495) $ (26,339) $ (144,226)
Net realized gain (loss) ....................................... 3,414,517 1,379,901 760,453 388,304
Net unrealized gain (loss) ..................................... 11,750,886 10,264,094 1,009,772 1,280,559
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 14,337,834 10,729,500 1,743,886 1,524,637
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 10,703,107 43,919,177 1,936,565 13,742,259
Withdrawals .................................................... (6,148,509) (3,154,277) (2,111,479) (902,539)
Contract benefits .............................................. (2,684,139) (1,199,454) (419,028) (93,965)
Contract charges ............................................... (29,473) (13,304) (8,722) (3,959)
Transfers between sub-accounts (including fixed account), net .. (9,493,003) (738,468) (4,076,865) 536,069
Other transfers from (to) the General Account .................. 9,953,690 6,283,341 1,134,062 1,765,444
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 2,301,673 45,097,015 (3,545,467) 15,043,309
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 16,639,507 55,826,515 (1,801,581) 16,567,946

NET ASSETS:
Beginning of year .............................................. 93,378,460 37,551,945 25,753,983 9,186,037
------------- ------------- ------------- -------------
End of year .................................................... $ 110,017,967 $ 93,378,460 $ 23,952,402 $ 25,753,983
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
TOTAL RETURN HORIZON 10+
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 2,339,303 $ 753,433 $ 280,679 $ (183,625)
Net realized gain (loss) ....................................... 7,749,506 7,612,249 370,979 431,854
Net unrealized gain (loss) ..................................... 11,231,307 1,095,523 2,240,030 1,933,426
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 21,320,116 9,461,205 2,891,688 2,181,655
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 36,155,410 60,531,473 5,575,526 17,322,094
Withdrawals .................................................... (8,877,391) (4,287,789) (2,106,876) (1,228,986)
Contract benefits .............................................. (3,260,413) (980,496) (914,376) (206,618)
Contract charges ............................................... (38,512) (12,887) (13,511) (4,988)
Transfers between sub-accounts (including fixed account), net .. 3,364,974 439,225 (4,319,378) 1,445,601
Other transfers from (to) the General Account .................. 49,827,544 11,115,973 7,235,308 4,892,426
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 77,171,612 66,805,499 5,456,693 22,219,529
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 98,491,728 76,266,704 8,348,381 24,401,184

NET ASSETS:
Beginning of year .............................................. 112,673,905 36,407,201 36,169,100 11,767,916
------------- ------------- ------------- -------------
End of year .................................................... $ 211,165,633 $ 112,673,905 $ 44,517,481 $ 36,169,100
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
HORIZON 5 HIGH YIELD
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 230,762 $ (114,127) $ 12,693,121 $ 5,605,049
Net realized gain (loss) ....................................... 131,170 331,020 (3,155,053) (551,935)
Net unrealized gain (loss) ..................................... 685,808 1,051,773 (8,379,525) (6,177,713)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 1,047,740 1,268,666 1,158,543 (1,124,599)
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 2,764,352 10,016,522 20,871,620 81,022,156
Withdrawals .................................................... (1,239,315) (710,798) (12,855,331) (6,547,920)
Contract benefits .............................................. (896,406) (349,599) (3,605,056) (2,658,763)
Contract charges ............................................... (7,574) (2,463) (43,171) (21,805)
Transfers between sub-accounts (including fixed account), net .. (2,275,766) 346,870 (25,282,242) (6,373,866)
Other transfers from (to) the General Account .................. 8,792,092 3,956,115 18,724,774 11,790,153
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 7,137,383 13,256,647 (2,189,406) 77,209,955
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 8,185,123 14,525,313 (1,030,863) 76,085,356

NET ASSETS:
Beginning of year .............................................. 23,311,124 8,785,811 149,008,407 72,923,051
------------- ------------- ------------- -------------
End of year .................................................... $ 31,496,247 $ 23,311,124 $ 147,977,544 $ 149,008,407
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-10
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
INVESTMENT GRADE BOND GOVERNMENT SECURITIES
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 454,482 $ 116,094 $ 1,379,509 $ 617,509
Net realized gain (loss) ....................................... 283,610 170,156 (339,320) 89,758
Net unrealized gain (loss) ..................................... (2,124,790) 923,527 (1,457,254) 337,987
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... (1,386,698) 1,209,777 (417,065) 1,045,254
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 6,354,730 17,451,387 10,757,271 22,349,806
Withdrawals .................................................... (2,949,914) (1,109,622) (2,905,759) (1,638,958)
Contract benefits .............................................. (1,999,382) (529,109) (1,812,732) (270,581)
Contract charges ............................................... (7,647) (2,702) (8,144) (1,883)
Transfers between sub-accounts (including fixed account), net .. (1,928,339) 2,164,116 (4,549,061) (1,003,639)
Other transfers from (to) the General Account .................. 14,497,556 5,217,887 17,320,728 3,837,960
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 13,967,004 23,191,957 18,802,303 23,272,705
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 12,580,306 24,401,734 18,385,238 24,317,959

NET ASSETS:
Beginning of year .............................................. 33,306,378 8,904,644 32,656,623 8,338,664
------------- ------------- ------------- -------------
End of year .................................................... $ 45,886,684 $ 33,306,378 $ 51,041,861 $ 32,656,623
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
MONEY MARKET GLOBAL INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 1,468,440 $ 803,646 $ 78,928 $ 6,432
Net realized gain (loss) ....................................... - - 41,374 36,711
Net unrealized gain (loss) ..................................... - - (365,219) 178,063
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 1,468,440 803,646 (244,917) 221,206
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 38,377,003 31,596,153 583,184 1,466,759
Withdrawals .................................................... (7,028,896) (3,292,780) (140,060) (66,544)
Contract benefits .............................................. (6,345,471) (782,679) (85,661) (60,759)
Contract charges ............................................... (7,712) (1,815) (715) (350)
Transfers between sub-accounts (including fixed account), net .. 7,809,040 (12,411,316) (499,518) (11,453)
Other transfers from (to) the General Account .................. 645,198 (1,336,066) 914,699 187,742
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 33,449,162 13,771,497 771,929 1,515,395
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 34,917,602 14,575,143 527,012 1,736,601

NET ASSETS:
Beginning of year .............................................. 30,989,721 16,414,578 3,078,846 1,342,245
------------- ------------- ------------- -------------
End of year .................................................... $ 65,907,323 $ 30,989,721 $ 3,605,858 $ 3,078,846
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
BLUE CHIP
YEAR ENDED
DECEMBER 31,
------------------------------
1999 1998
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (841,402) $ (271,729)
Net realized gain (loss) ....................................... 458,263 (4,634)
Net unrealized gain (loss) ..................................... 21,431,797 4,727,366
------------- -------------
Net increase (decrease) in net assets from operations .......... 21,048,658 4,451,003
------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 22,446,439 37,192,832
Withdrawals .................................................... (4,799,580) (1,560,813)
Contract benefits .............................................. (1,627,038) (617,207)
Contract charges ............................................... (22,190) (4,649)
Transfers between sub-accounts (including fixed account), net .. 11,526,891 1,491,067
Other transfers from (to) the General Account .................. 20,675,165 5,679,785
Net increase (decrease) in investment by Sponsor ............... - -
------------- -------------
Net increase (decrease) in net assets from contract transactions 48,199,687 42,181,015
------------- -------------
Net increase (decrease) in net assets .......................... 69,248,345 46,632,018

NET ASSETS:
Beginning of year .............................................. 61,197,712 14,565,694
------------- -------------
End of year .................................................... $ 130,446,057 $ 61,197,712
------------- -------------
------------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-11
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
DREMAN FINANCIAL SERVICES DREMAN HIGH RETURN EQUITY
YEAR ENDED PERIOD YEAR ENDED PERIOD
DECEMBER 31, FROM 10/27/98* DECEMBER 31, FROM 10/12/98*
1999 TO 12/31/98 1999 TO 12/31/98
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (167,192) $ (60,476) $ (332,513) $ (192,989)
Net realized gain (loss) ....................................... 145,342 (86,875) 194,791 9,307
Net unrealized gain (loss) ..................................... (1,654,266) 367,539 (9,867,262) 2,651,775
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... (1,676,116) 220,188 (10,004,984) 2,468,093
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 5,472,422 7,215,268 20,789,716 27,871,658
Withdrawals .................................................... (839,732) (93,345) (3,562,732) (477,636)
Contract benefits .............................................. (241,293) (8,312) (1,797,359) (41,586)
Contract charges ............................................... (6,206) (206) (14,805) (571)
Transfers between sub-accounts (including fixed account), net .. (1,221,310) 2,845,468 (8,419,110) 8,922,472
Other transfers from (to) the General Account .................. 5,002,511 1,920,009 26,640,798 7,890,452
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 8,166,392 11,878,882 33,636,508 44,164,789
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 6,490,276 12,099,070 23,631,524 46,632,882

NET ASSETS:
Beginning of year .............................................. 12,099,070 - 46,632,882 -
------------- ------------- ------------- -------------
End of year .................................................... $ 18,589,346 $ 12,099,070 $ 70,264,406 $ 46,632,882
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
INTERNATIONAL GROWTH AND INCOME GLOBAL BLUE CHIP
YEAR ENDED PERIOD YEAR ENDED PERIOD
DECEMBER 31, FROM 12/9/98* DECEMBER 31, FROM 11/17/98*
1999 TO 12/31/98 1999 TO 12/31/98
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (27,940) $ (7,618) $ (73,841) $ (8,934)
Net realized gain (loss) ....................................... 3,862 (2,943) 85,039 (144)
Net unrealized gain (loss) ..................................... 480,452 (10,261) 1,757,473 85,043
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 456,374 (20,822) 1,768,671 75,965
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 1,077,372 1,154,289 3,064,306 1,572,737
Withdrawals .................................................... (186,840) (15,699) (288,525) (21,153)
Contract benefits .............................................. (13,152) - (38,133) (1,031)
Contract charges ............................................... (581) (39) (940) (14)
Transfers between sub-accounts (including fixed account), net .. (437,340) 407,263 882,919 246,914
Other transfers from (to) the General Account .................. 1,393,271 478,961 2,828,626 481,891
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 1,832,730 2,024,775 6,448,253 2,279,344
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 2,289,104 2,003,953 8,216,924 2,355,309

NET ASSETS:
Beginning of year .............................................. 2,003,953 - 2,355,309 -
------------- ------------- ------------- -------------
End of year .................................................... $ 4,293,057 $ 2,003,953 $ 10,572,233 $ 2,355,309
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

AGGRESSIVE
GROWTH
PERIOD
FROM 5/3/99*
TO 12/31/99
-------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (13,542)
Net realized gain (loss) ....................................... 27,858
Net unrealized gain (loss) ..................................... 904,574
-------------
Net increase (decrease) in net assets from operations .......... 918,890
-------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 1,834,425
Withdrawals .................................................... (90,007)
Contract benefits .............................................. -
Contract charges ............................................... (289)
Transfers between sub-accounts (including fixed account), net .. 4,432,084
Other transfers from (to) the General Account .................. 433,992
Net increase (decrease) in investment by Sponsor ............... (183)
-------------
Net increase (decrease) in net assets from contract transactions 6,610,022
-------------
Net increase (decrease) in net assets .......................... 7,528,912

NET ASSETS:
Beginning of year .............................................. -
-------------
End of year .................................................... $ 7,528,912
-------------
-------------
</TABLE>

* Date of initial investment

The accompanying notes are an integral part of these financial statements.

SA-12
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
KVS FOCUSED KVS
TECHNOLOGY LARGE CAP GROWTH
GROWTH INDEX 500 GROWTH OPORTUNITIES
PERIOD PERIOD PERIOD PERIOD
FROM 5/3/99* FROM 9/1/99* FROM 10/29/99* FROM 10/29/99*
TO 12/31/99 TO 12/31/99 TO 12/31/99 TO 12/31/99
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (122,782) $ (33,108) $ (485) $ (9,909)
Net realized gain (loss) ....................................... 197,634 1,138 508 -
Net unrealized gain (loss) ..................................... 12,954,735 1,161,205 57,502 667,371
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 13,029,587 1,129,235 57,525 657,462
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 14,177,815 5,905,215 437,572 4,058,572
Withdrawals .................................................... (537,796) (157,605) (250) (32,556)
Contract benefits .............................................. - - - -
Contract charges ............................................... (2,938) (807) (32) (457)
Transfers between sub-accounts (including fixed account), net .. 25,488,556 11,176,761 209,264 6,883,427
Other transfers from (to) the General Account .................. 2,532,116 1,138,977 113,047 1,241,078
Net increase (decrease) in investment by Sponsor ............... (198) (94) 2,000 (182)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 41,657,555 18,062,447 761,601 12,149,882
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 54,687,142 19,191,682 819,126 12,807,344

NET ASSETS:
Beginning of year .............................................. - - - -
------------- ------------- ------------- -------------
End of year .................................................... $ 54,687,142 $ 19,191,682 $ 819,126 $ 12,807,344
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
KVS
GROWTH SCUDDER
AND INCOME VLIF INTERNATIONAL
PERIOD YEAR ENDED PERIOD
FROM 10/29/99* DECEMBER 31, FROM 8/28//98*
TO 12/31/99 1999 TO 12/31/98
------------- ------------- -------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (10,442) $ (156,842) $ (21,045)
Net realized gain (loss) ....................................... - 880,052 (72,137)
Net unrealized gain (loss) ..................................... 603,878 6,557,144 65,557
------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 593,436 7,280,354 (27,625)
------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 3,819,832 5,688,836 2,357,151
Withdrawals .................................................... (31,313) (859,288) (244,548)
Contract benefits .............................................. - (148,549) -
Contract charges ............................................... (422) (2,232) (136)
Transfers between sub-accounts (including fixed account), net .. 6,304,513 8,958,448 1,581,433
Other transfers from (to) the General Account .................. 1,334,019 3,826,443 859,474
Net increase (decrease) in investment by Sponsor ............... (167) - -
------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 11,426,462 17,463,658 4,553,374
------------- ------------- -------------
Net increase (decrease) in net assets .......................... 12,019,898 24,744,012 4,525,749

NET ASSETS:
Beginning of year .............................................. - 4,525,749 -
------------- ------------- -------------
End of year .................................................... $ 12,019,898 $ 29,269,761 $ 4,525,749
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

* Date of initial investment

The accompanying notes are an integral part of these financial statements.

SA-13
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
SCUDDER SCUDDER
VLIF GLOBAL DISCOVERY VLIF CAPITAL GROWTH
YEAR ENDED PERIOD YEAR ENDED PERIOD
DECEMBER 31, FROM 5/6/98* DECEMBER 31, FROM 10/28/98*
1999 TO 12/31/98 1999 TO 12/31/98
------------- ------------- ------------- -------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (88,667) $ (9,704) $ (277,599) $ (8,530)
Net realized gain (loss) ....................................... 199,351 (329) 1,878,826 426
Net unrealized gain (loss) ..................................... 4,603,967 200,714 6,894,112 480,191
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 4,714,651 190,681 8,495,339 472,087
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 3,094,411 1,276,882 8,978,849 1,885,314
Withdrawals .................................................... (322,816) (14,325) (1,404,964) (24,556)
Contract benefits .............................................. (60,343) - (585,492) -
Contract charges ............................................... (1,715) (62) (4,086) (59)
Transfers between sub-accounts (including fixed account), net .. 4,368,250 532,771 11,217,262 1,265,981
Other transfers from (to) the General Account .................. 2,728,934 659,854 11,774,573 1,053,874
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 9,806,721 2,455,120 29,976,142 4,180,554
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 14,521,372 2,645,801 38,471,481 4,652,641

NET ASSETS:
Beginning of year .............................................. 2,645,801 - 4,652,641 -
------------- ------------- ------------- -------------
End of year .................................................... $ 17,167,173 $ 2,645,801 $ 43,124,122 $ 4,652,641
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
ALGER
AMERICAN
SCUDDER LEVERAGED
VLIF GROWTH AND INCOME ALLCAP
YEAR ENDED PERIOD PERIOD
DECEMBER 31, FROM 8/28/98* FROM 11/15/99*
1999 TO 12/31/98 TO 12/31/99
------------- ------------- -------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (150,076) $ 21,076 $ (1,571)
Net realized gain (loss) ....................................... 1,270,075 (152) 521
Net unrealized gain (loss) ..................................... (655,883) 272,443 169,168
------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 464,116 293,367 168,118
------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 9,088,328 7,243,015 842,417
Withdrawals .................................................... (1,040,186) (123,326) (3,628)
Contract benefits .............................................. (393,949) (4,763) -
Contract charges ............................................... (4,235) (240) (66)
Transfers between sub-accounts (including fixed account), net .. 366,443 665,676 731,660
Other transfers from (to) the General Account .................. 14,573,591 2,645,054 51,287
Net increase (decrease) in investment by Sponsor ............... - - (208)
------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 22,589,992 10,425,416 1,621,462
------------- ------------- -------------
Net increase (decrease) in net assets .......................... 23,054,108 10,718,783 1,789,580

NET ASSETS:
Beginning of year .............................................. 10,718,783 - -
------------- ------------- -------------
End of year .................................................... $ 33,772,891 $ 10,718,783 $ 1,789,580
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

* Date of initial investment

The accompanying notes are an integral part of these financial statements.

SA-14
<PAGE>

SEPARATE ACCOUNT KG

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
DREYFUS
ALGER DREYFUS SOCIALLY JANUS
AMERICAN MIDCAP RESPONSIBLE ASPEN
BALANCED STOCK GROWTH GROWTH
PERIOD PERIOD PERIOD PERIOD
FROM 11/15/99* FROM 6/23/99* FROM 6/23/99* FROM 6/23/99*
TO 12/31/99 TO 12/31/99 TO 12/31/99 TO 12/31/99
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (1,426) $ 709 $ (761) $ (1,002)
Net realized gain (loss) ....................................... 12 5 33,717 168
Net unrealized gain (loss) ..................................... 55,960 25,831 18,499 92,663
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 54,546 26,545 51,455 91,829
------------- ------------- ------------- -------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 232,043 219,605 396,252 279,886
Withdrawals .................................................... (713) (532) (1,715) (83)
Contract benefits .............................................. - - - -
Contract charges ............................................... (15) (16) (167) (130)
Transfers between sub-accounts (including fixed account), net .. 1,540,919 281,027 110,545 78,313
Other transfers from (to) the General Account .................. 4,113 30,989 476,633 249,307
Net increase (decrease) in investment by Sponsor ............... (32) (6) (232) (365)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 1,776,315 531,067 981,316 606,928
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 1,830,861 557,612 1,032,771 698,757

NET ASSETS:
Beginning of year .............................................. - - - -
------------- ------------- ------------- -------------
End of year .................................................... $ 1,830,861 $ 557,612 $ 1,032,771 $ 698,757
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

<CAPTION>
JANUS
ASPEN
GROWTH
AND INCOME
PERIOD
FROM 6/23/99*
TO 12/31/99
-------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (406)
Net realized gain (loss) ....................................... 326
Net unrealized gain (loss) ..................................... 116,364
-------------
Net increase (decrease) in net assets from operations .......... 116,284
-------------

FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 280,484
Withdrawals .................................................... (55)
Contract benefits .............................................. -
Contract charges ............................................... (128)
Transfers between sub-accounts (including fixed account), net .. 14,827
Other transfers from (to) the General Account .................. 223,989
Net increase (decrease) in investment by Sponsor ............... (718)
-------------
Net increase (decrease) in net assets from contract transactions 518,399
-------------
Net increase (decrease) in net assets .......................... 634,683

NET ASSETS:
Beginning of year .............................................. -
-------------
End of year .................................................... $ 634,683
-------------
-------------
</TABLE>

* Date of initial investment

The accompanying notes are an integral part of these financial statements.

SA-15
<PAGE>

SEPARATE ACCOUNT KG

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

Separate Account KG is a separate investment account of Allmerica Financial
Life Insurance and Annuity Company (the Company), established on November 13,
1996 for the purpose of separating from the general assets of the Company those
assets used to fund certain variable annuity contracts issued by the Company.
The Company is a wholly-owned subsidiary of First Allmerica Financial Life
Insurance Company (First Allmerica). First Allmerica is a wholly-owned
subsidiary of Allmerica Financial Corporation (AFC). Under applicable insurance
law, the assets and liabilities of Separate Account KG are clearly identified
and distinguished from the other assets and liabilities of the Company. Separate
Account KG cannot be charged with liabilities arising out of any other business
of the Company.

Separate Account KG is registered as a unit investment trust under the
Investment Company Act of 1940, as amended (the 1940 Act). Separate Account KG
currently offers thirty-six Sub-Accounts under the variable annuity contracts.
Each Sub-Account invests exclusively in a corresponding investment portfolio of
Kemper Variable Series (KVS) or Scudder Variable Life Investment Fund (Scudder
VLIF) managed by Scudder Kemper Investments, Inc. (Scudder Kemper); or of The
Alger American Fund (Alger) managed by Fred Alger Management, Inc.; or of
Dreyfus Investment Portfolios or Dreyfus Socially Responsible Growth Fund, Inc.
(Dreyfus) managed by The Dreyfus Corporation; or of Janus Aspen Series (Janus)
managed by Janus Capital. KVS, Scudder VLIF, Alger, Dreyfus and Janus (the
Funds) are open-end, management investment companies registered under the 1940
Act.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS - Security transactions are recorded on the trade date.
Investments held by the Sub-Accounts are stated at the net asset value per share
of the respective investment portfolio of the Funds. Realized gains and losses
on securities sold are determined using the average cost method. Dividends and
capital gain distributions are recorded on the ex-dividend date and are
reinvested in additional shares of the respective investment portfolio of the
Funds at net asset value.

FEDERAL INCOME TAXES - The Company is taxed as a "life insurance company"
under Subchapter L of the Internal Revenue Code (the Code) and files a
consolidated federal income tax return with First Allmerica. The Company
anticipates no tax liability resulting from the operations of Separate Account
KG. Therefore, no provision for income taxes has been charged against Separate
Account KG.

SA-16
<PAGE>

SEPARATE ACCOUNT KG

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 3 - INVESTMENTS

The number of shares owned, aggregate cost, and net asset value per share
of each Sub-Account's investment in the Funds at December 31, 1999 were as
follows:

<TABLE>
<CAPTION>
PORTFOLIO INFORMATION
-----------------------------------------
NET ASSET
NUMBER OF AGGREGATE VALUE
INVESTMENT PORTFOLIO SHARES COST PER SHARE
-------------------- ----------- ------------ ------------

<S> <C> <C> <C>
Small Cap Value ................... 39,747,004 $ 46,422,768 $ 1.085
Small Cap Growth .................. 28,608,870 53,548,504 2.654
Contrarian Value .................. 84,729,781 130,558,846 1.470
International ..................... 33,038,806 55,198,347 2.145
Growth ............................ 34,318,286 103,960,237 4.054
Value+Growth ...................... 58,059,487 86,068,072 1.895
Horizon 20+ ....................... 14,836,997 21,126,254 1.614
Total Return ...................... 73,259,079 197,641,454 2.882
Horizon 10+ ....................... 30,099,995 39,825,752 1.479
Horizon 5 ......................... 23,611,738 29,387,779 1.334
High Yield ........................ 129,089,211 160,446,110 1.146
Investment Grade Bond ............. 41,668,471 46,728,303 1.101
Government Securities ............. 44,132,099 51,932,279 1.157
Money Market ...................... 65,746,917 65,746,917 1.000
Global Income ..................... 3,656,501 3,777,024 0.986
Blue Chip ......................... 83,139,091 103,925,453 1.569
Dreman Financial Services ......... 20,113,116 19,876,073 0.924
Dreman High Return Equity ......... 78,380,740 77,479,901 0.896
International Growth and Income ... 4,150,087 3,822,866 1.034
Global Blue Chip .................. 8,544,078 8,729,585 1.237
Aggressive Growth ................. 5,381,985 6,624,338 1.399
Technology Growth ................. 30,778,986 41,739,216 1.777
Index 500 ......................... 17,518,011 18,030,477 1.096
KVS Focused Large Cap Growth ...... 637,973 761,624 1.284
KVS Growth Opportunities .......... 11,006,148 12,146,647 1.164
KVS Growth And Income ............. 10,463,956 11,422,661 1.149
Scudder VLIF International ........ 1,439,025 22,647,060 20.340
Scudder VLIF Global Discovery ..... 1,302,518 12,362,503 13.180
Scudder VLIF Capital Growth ....... 1,480,403 35,749,828 29.130
Scudder VLIF Growth and Income .... 3,081,469 34,156,340 10.960
Alger American Leveraged AllCap ... 30,985 1,627,041 57.970
Alger American Balanced ........... 117,589 1,774,901 15.570
Dreyfus MidCap Stock .............. 41,489 531,781 13.440
Dreyfus Socially Responsible Growth 26,434 1,014,272 39.070
Janus Aspen Growth ................ 20,765 606,094 33.650
Janus Aspen Growth and Income ..... 30,558 518,319 20.770

</TABLE>

SA-17
<PAGE>

SEPARATE ACCOUNT KG

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company makes a charge of 1.25% per annum based on the average daily
net assets of each Sub-Account at each valuation date for mortality and expense
risks. The Company also charges each Sub-Account 0.15% per annum based on the
average daily net assets of each Sub-Account for administrative expenses. These
charges are deducted from the daily value of each Sub-Account and are paid to
the Company on a daily basis.

A contract fee is currently deducted on the contract anniversary and upon
full surrender of the contract when the accumulated value is less than $50,000
on contracts issued on Form A3025-96 (Kemper Gateway Elite) and when the
accumulated value is less than $75,000 for contracts issued on Form A3027-98
(Kemper Gateway Advisor) and on Form A3028-99 (Kemper Gateway Plus). The fee is
currently waived for contracts issued to and maintained by the trustee of a
401(k) plan.

Allmerica Investments, Inc. (Allmerica Investments), a wholly-owned
subsidiary of the Company, is principal underwriter and general distributor of
Separate Account KG, and does not receive any compensation for sales of the
contracts. Commissions are paid by the Company to registered representatives of
Allmerica Investments and to certain independent broker-dealers. The current
series of contracts have a contingent deferred sales charge and no deduction is
made for sales charges at the time of the sale.

NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS

Transactions from contractowners and sponsor were as follows:

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Small Cap Value
Issuance of Units ................. 12,910,707 $ 13,369,353 30,508,718 $ 36,271,264
Redemption of Units ............... (22,704,612) (23,443,623) (10,697,842) (12,407,181)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (9,793,905) $ (10,074,270) 19,810,876 $ 23,864,083
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Small Cap Growth
Issuance of Units ................. 20,756,899 $ 30,952,499 25,270,847 $ 34,309,129
Redemption of Units ............... (18,292,857) (26,869,372) (6,616,756) (8,893,954)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 2,464,042 $ 4,083,127 18,654,091 $ 25,415,175
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Contrarian Value
Issuance of Units ................. 30,378,201 $ 47,864,604 53,828,717 $ 78,198,319
Redemption of Units ............... (30,628,234) (46,764,539) (17,414,571) (25,383,160)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (250,033) $ 1,100,065 36,414,146 $ 52,815,159
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
International
Issuance of Units ................. 13,058,616 $ 17,453,501 25,663,270 $ 30,713,284
Redemption of Units ............... (18,564,317) (24,338,821) (9,622,473) (11,188,955)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (5,505,701) $ (6,885,320) 16,040,797 $ 19,524,329
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Growth
Issuance of Units ................. 45,869,926 $ 66,626,623 40,910,361 $ 52,587,397
Redemption of Units ............... (26,374,455) (37,577,235) (8,488,197) (10,716,880)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 19,495,471 $ 29,049,388 32,422,164 $ 41,870,517
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

SA-18
<PAGE>

SEPARATE ACCOUNT KG

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Value+Growth
Issuance of Units ................. 20,144,678 $ 29,085,745 45,219,480 $ 59,935,502
Redemption of Units ............... (18,486,850) (26,784,072) (11,234,167) (14,838,487)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 1,657,828 $ 2,301,673 33,985,313 $ 45,097,015
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Horizon 20+
Issuance of Units ................. 6,219,385 $ 8,070,144 13,603,712 $ 17,394,100
Redemption of Units ............... (8,889,380) (11,615,611) (1,834,502) (2,350,791)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (2,669,995) $ (3,545,467) 11,769,210 $ 15,043,309
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Total Return
Issuance of Units ................. 80,728,436 $ 110,591,880 66,620,582 $ 82,298,961
Redemption of Units ............... (24,835,621) (33,420,268) (12,639,486) (15,493,462)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 55,892,815 $ 77,171,612 53,981,096 $ 66,805,499
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Horizon 10+
Issuance of Units ................. 11,921,286 $ 14,784,016 20,573,123 $ 25,005,402
Redemption of Units ............... (7,589,225) (9,327,323) (2,221,057) (2,785,873)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 4,332,061 $ 5,456,693 18,352,066 $ 22,219,529
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Horizon 5
Issuance of Units ................. 11,049,351 $ 13,215,896 13,744,682 $ 15,912,248
Redemption of Units ............... (5,117,533) (6,078,513) (2,296,765) (2,655,601)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 5,931,818 $ 7,137,383 11,447,917 $ 13,256,647
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

High Yield
Issuance of Units ................. 60,162,447 $ 67,281,801 108,622,190 $ 123,713,400
Redemption of Units ............... (62,024,778) (69,471,207) (40,936,497) (46,503,445)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (1,862,331) $ (2,189,406) 67,685,693 $ 77,209,955
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Investment Grade Bond
Issuance of Units ................. 24,744,025 $ 27,508,264 25,923,174 $ 28,946,187
Redemption of Units ............... (12,366,826) (13,541,260) (5,168,841) (5,754,230)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 12,377,199 $ 13,967,004 20,754,333 $ 23,191,957
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Government Securities
Issuance of Units ................. 46,734,874 $ 51,914,253 36,939,375 $ 40,481,355
Redemption of Units ............... (30,078,849) (33,111,950) (15,757,395) (17,208,650)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 16,656,025 $ 18,802,303 21,181,980 $ 23,272,705
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Money Market
Issuance of Units ................. 153,245,863 $ 164,602,326 72,056,560 $ 76,090,252
Redemption of Units ............... (122,901,788) (131,153,164) (59,123,922) (62,318,755)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 30,344,075 $ 33,449,162 12,932,638 $ 13,771,497
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

SA-19
<PAGE>

SEPARATE ACCOUNT KG

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Global Income
Issuance of Units ................. 1,732,563 $ 1,807,391 2,184,199 $ 2,290,081
Redemption of Units ............... (1,010,428) (1,035,462) (740,944) (774,686)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 722,135 $ 771,929 1,443,255 $ 1,515,395
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Blue Chip
Issuance of Units ................. 53,183,072 $ 70,340,717 41,977,198 $ 48,966,392
Redemption of Units ............... (17,367,580) (22,141,030) (5,836,077) (6,785,377)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 35,815,492 $ 48,199,687 36,141,121 $ 42,181,015
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Dreman Financial Services
Issuance of Units ................. 19,922,105 $ 19,457,623 14,384,298 $ 13,534,406
Redemption of Units ............... (11,915,433) (11,291,231) (1,897,243) (1,655,524)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 8,006,672 $ 8,166,392 12,487,055 $ 11,878,882
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Dreman High Return Equity
Issuance of Units ................. 65,516,979 $ 64,123,792 50,434,830 $ 48,454,494
Redemption of Units ............... (32,568,645) (30,487,284) (4,676,526) (4,289,705)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 32,948,334 $ 33,636,508 45,758,304 $ 44,164,789
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

International Growth and Income
Issuance of Units ................. 3,666,634 $ 3,235,511 2,372,606 $ 2,157,411
Redemption of Units ............... (1,660,547) (1,402,781) (154,237) (132,636)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 2,006,087 $ 1,832,730 2,218,369 $ 2,024,775
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Global Blue Chip
Issuance of Units ................. 8,426,324 $ 8,530,394 2,508,836 $ 2,383,694
Redemption of Units ............... (2,249,234) (2,082,141) (126,536) (104,350)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 6,177,090 $ 6,448,253 2,382,300 $ 2,279,344
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Aggressive Growth
Issuance of Units ................. 6,180,336 $ 7,522,402 - $ -
Redemption of Units ............... (747,927) (912,380) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 5,432,409 $ 6,610,022 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Technology Growth
Issuance of Units ................. 37,851,363 $ 51,499,173 - $ -
Redemption of Units ............... (6,788,301) (9,841,618) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 31,063,062 $ 41,657,555 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Index 500
Issuance of Units ................. 19,678,930 $ 20,118,831 - $ -
Redemption of Units ............... (2,078,842) (2,056,384) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 17,600,088 $ 18,062,447 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

SA-20
<PAGE>

SEPARATE ACCOUNT KG

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
KVS Focused Large Cap Growth
Issuance of Units ................. 670,377 $ 800,036 - $ -
Redemption of Units ............... (30,908) (38,435) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 639,469 $ 761,601 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

KVS Growth Opportunities
Issuance of Units ................. 11,111,817 $ 12,221,904 - $ -
Redemption of Units ............... (85,499) (72,022) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 11,026,318 $ 12,149,882 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

KVS Growth and Income
Issuance of Units ................. 10,597,972 $ 11,549,352 - $ -
Redemption of Units ............... (115,186) (122,890) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 10,482,786 $ 11,426,462 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Scudder VLIF International
Issuance of Units ................. 18,229,150 $ 20,870,126 6,075,894 $ 5,956,552
Redemption of Units ............... (3,327,285) (3,406,468) (1,483,663) (1,403,178)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 14,901,865 $ 17,463,658 4,592,231 $ 4,553,374
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Scudder VLIF Global Discovery
Issuance of Units ................. 10,804,691 $ 12,547,064 2,893,238 $ 2,546,075
Redemption of Units ............... (2,587,571) (2,740,343) (123,549) (90,955)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 8,217,120 $ 9,806,721 2,769,689 $ 2,455,120
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Scudder VLIF Capital Growth
Issuance of Units ................. 35,503,823 $ 40,456,162 4,473,686 $ 4,253,512
Redemption of Units ............... (9,346,177) (10,480,020) (78,182) (72,958)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 26,157,646 $ 29,976,142 4,395,504 $ 4,180,554
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Scudder VLIF Growth and Income
Issuance of Units ................. 31,156,251 $ 30,351,432 13,104,373 $ 11,926,667
Redemption of Units ............... (8,166,968) (7,761,440) (1,680,473) (1,501,251)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 22,989,283 $ 22,589,992 11,423,900 $ 10,425,416
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Alger American Leveraged AllCap
Issuance of Units ................. 1,517,370 $ 1,644,938 - $ -
Redemption of Units ............... (22,116) (23,476) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 1,495,254 $ 1,621,462 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Alger American Balanced
Issuance of Units ................. 1,769,489 $ 1,814,999 - $ -
Redemption of Units ............... (39,039) (38,684) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 1,730,450 $ 1,776,315 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

</TABLE>

SA-21
<PAGE>

SEPARATE ACCOUNT KG

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Dreyfus MidCap Stock
Issuance of Units ................. 516,646 $ 531,656 - $ -
Redemption of Units ............... (512) (589) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 516,134 $ 531,067 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Dreyfus Socially Responsible Growth
Issuance of Units ................. 879,527 $ 983,667 - $ -
Redemption of Units ............... (1,791) (2,351) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 877,736 $ 981,316 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Janus Aspen Growth
Issuance of Units ................. 553,239 $ 608,175 - $ -
Redemption of Units ............... (777) (1,247) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 552,462 $ 606,928 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

Janus Aspen Growth and Income
Issuance of Units ................. 431,268 $ 521,325 - $ -
Redemption of Units ............... (1,859) (2,926) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 429,409 $ 518,399 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

</TABLE>

NOTE 6 - DIVERSIFICATION REQUIREMENTS

Under the provisions of Section 817(h) of the Code, a variable annuity
contract, other than a contract issued in connection with certain types of
employee benefit plans, will not be treated as an annuity contract for federal
income tax purposes for any period for which the investments of the segregated
asset account on which the contract is based are not adequately diversified. The
Code provides that the "adequately diversified" requirement may be met if the
underlying investments satisfy either a statutory safe harbor test or
diversification requirements set forth in regulations issued by the Secretary of
The Treasury.

The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. The Company believes that Separate Account KG satisfies the current
requirements of the regulations, and it intends that Separate Account KG will
continue to meet such requirements.

SA-22
<PAGE>

SEPARATE ACCOUNT KG

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales of shares of the Funds by
Separate Account KG during the year ended December 31, 1999 were as follows:

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO PURCHASES SALES
-------------------- ------------ ------------
<S> <C> <C>
Small Cap Value ................... $ 4,113,847 $ 14,403,811
Small Cap Growth .................. 17,472,266 14,171,077
Contrarian Value .................. 28,823,129 19,356,976
International ..................... 16,424,170 16,744,667
Growth ............................ 39,823,601 12,187,047
Value+Growth ...................... 14,329,282 10,835,852
Horizon 20+ ....................... 5,693,233 9,103,260
Total Return ...................... 91,647,850 4,459,204
Horizon 10+ ....................... 11,360,500 5,624,708
Horizon 5 ......................... 10,500,178 3,130,487
High Yield ........................ 49,277,222 38,773,507
Investment Grade Bond ............. 19,889,252 5,098,339
Government Securities ............. 39,215,536 19,033,724
Money Market ...................... 112,790,512 77,973,412
Global Income ..................... 1,595,339 681,356
Blue Chip ......................... 51,484,815 4,126,521
Dreman Financial Services ......... 13,879,761 5,880,561
Dreman High Return Equity ......... 44,598,596 10,644,297
International Growth and Income ... 2,683,879 879,089
Global Blue Chip .................. 7,589,807 1,215,527
Aggressive Growth ................. 7,039,401 442,921
Technology Growth ................. 42,952,225 1,410,643
Index 500 ......................... 18,078,708 49,369
KVS Focused Large Cap Growth ...... 768,047 6,931
KVS Growth Opportunities .......... 12,146,648 1
KVS Growth And Income ............. 11,422,662 1
Scudder VLIF International ........ 19,601,516 1,421,497
Scudder VLIF Global Discovery ..... 11,186,074 1,413,402
Scudder VLIF Capital Growth ....... 35,721,596 4,223,802
Scudder VLIF Growth and Income .... 26,707,797 2,949,559
Alger American Leveraged AllCap ... 1,632,325 5,805
Alger American Balanced ........... 1,775,776 887
Dreyfus MidCap Stock .............. 532,151 375
Dreyfus Socially Responsible Growth 1,014,556 290
Janus Aspen Growth ................ 607,953 2,027
Janus Aspen Growth and Income ..... 520,791 2,798
------------ ------------
$774,901,001 $286,253,730
------------ ------------
------------ ------------
</TABLE>

SA-23
<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS

Financial Statements Included in Part A
None

Financial Statements Included in Part B
Financial Statements for Allmerica Financial Life Insurance and
Annuity Company
Financial Statements for Separate Account KG of Allmerica Financial
Life Insurance and Annuity Company

Financial Statements Included in Part C
None

(b) EXHIBITS

EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated June 13, 1996 was previously filed on
August 9, 1996 in Registrant's Initial Registration
Statement No. 333-09965/811-7767, and is incorporated by
reference herein.

EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance
Company may hold the assets of the Registrant NOT pursuant
to a trust indenture or other such instrument.

EXHIBIT 3 (a) Wholesaling Agreement was previously filed on
August 9, 1996 in Registrant's Initial Registration
Statement No. 333-09965/811-7767, and is incorporated
by reference herein.

(b) Underwriting and Administrative Services Agreement was
previously filed on April 30, 1998 in Post-Effective
Amendment No. 2 of Registration Statement No.
333-09965/811-7767, and is incorporated by reference
herein.

(c) Commission Schedule is filed herewith. Sales Agreements
with Commission Schedule were previously filed on April
30, 1998 in Post-Effective Amendment No. 2 of
Registration Statement No. 333-09965/811-7767, and are
incorporated by reference herein.

(d) General Agent's Agreement was previously filed on April
30, 1998 in Post-Effective Amendment No. 2 of
Registration Statement No. 333-09965/811-7767, and is
incorporated by reference herein.

(e) Career Agent Agreement was previously filed on April
30, 1998 in Post-Effective Amendment No. 2 of
Registration Statement No. 333-09965/811-7767, and is
incorporated by reference herein.

(f) Registered Representative's Agreement was previously
filed on April 30, 1998 in Post-Effective Amendment No.
2 of Registration Statement No. 333-09965/811-7767, and
is incorporated by reference herein.

<PAGE>

(g) Form of Indemnification Agreement with Scudder Kemper
was previously filed on April 30, 1998 in
Post-Effective Amendment No. 2 of Registration
Statement No. 333-09965/811-7767, and is incorporated
by reference herein.

EXHIBIT 4 (a) Contract Form A3035-00 and Specification Pages Form
A8035-00 are filed herewith.

(b) Enhanced Death Benefit Rider with 5% Accumulation and
Ratchet (Form 3293-00) is filed herewith.

EXHIBIT 5 Application Form SML-1513K is filed herewith.

EXHIBIT 6 The Depositor's Articles of Incorporation, as amended,
effective October 1, 1995 to reflect its new name, and
Bylaws were previously filed on August 9, 1996 in
Registrant's Initial Registration Statement No.
333-09965/811-7767, and are incorporated by reference
herein.

EXHIBIT 7 Not Applicable.

EXHIBIT 8 (a) BFDS Agreements for lockbox and mailroom services
were previously filed on April 30, 1998 in
Post-Effective Amendment No. 2 of Registration
Statement No. 333-09965/811-7767, and are incorporated
by reference herein.

(b) Directors' Power of Attorney is filed herewith.

EXHIBIT 9 Opinion of Counsel is filed herewith.

EXHIBIT 10 Consent of Independent Accountants is filed herewith.

EXHIBIT 11 None.

EXHIBIT 12 None.

EXHIBIT 13 Schedule for Computation of Performance Quotations was
previously filed on October 8, 1999 in Pre-Effective
Amendment No. 1 of Registration Statement No.
333-81019/811-7767 and is incorporated by reference herein.

EXHIBIT 14 Not Applicable.

EXHIBIT 15 (a) Amendment to Kemper Participation Agreement was
previously filed in April 2000 in Post-Effective
Amendment No. 7 of Registration Statement No.
333-09965/811-7767, and is incorporated by reference
herein. Participation Agreement with Kemper was
previously filed on November 6, 1996 in Pre-Effective
Amendment No. 1 of Registration Statement No.
333-09965/811-7767, and is incorporated by reference
herein.

(b) Form of Participation Agreement with Scudder Kemper
was previously filed on April 30, 1998 in
Post-Effective Amendment No. 2 of Registration
Statement No. 333-09965/811-7767, and is incorporated
by reference herein.

<PAGE>

(c) Participation Agreement with Dreyfus was previously
filed on June 23, 1999 in Post-Effective Amendment
No. 3 of Registration Statement No. 333-63091/811-7767,
and is incorporated by reference herein.

(d) Participation Agreement with Alger was previously filed
in April 2000 in Post-Effective Amendment No. 7 of
Registration Statement No. 333-09965/811-7767, and is
incorporated by reference herein.

(e) Participation Agreement with Warburg Pincus was
previously filed in April 2000 in Post-Effective
Amendment No. 7 of Registration Statement No.
333-09965/811-7767, and is incorporated by reference
herein.

ITEM 25. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR

The principal business address of all the following Directors and Officers is:
440 Lincoln Street
Worcester, Massachusetts 01653
<TABLE>
<CAPTION>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------------------ ----------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant
Director Secretary (since 1992) of First Allmerica

Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998) of
Vice President and First Allmerica
Corporate Controller

Mark R. Colborn Director (since 2000) and Vice President (since 1992) of First Allmerica
Director and Vice President

Charles F. Cronin Secretary (since 2000) and Counsel (since 1996) of First Allmerica;
Secretary Secretary and Counsel (since 1998) of Allmerica Financial Corporation;
Attorney (1991-1996) of Nutter, McClennen & Fish

J. Kendall Huber Director, Vice President and General Counsel of First Allmerica (since
Director, Vice President and 2000); Vice President (1999) of Promos Hotel Corporation; Vice
General Counsel President & Deputy General Counsel (1998-1999) of Legg Mason, Inc.;
Vice President and Deputy General Counsel (1995-1998) of USF&G
Corporation

John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President
Director, Vice President and (since 1991) of First Allmerica; Vice President (since 1998) of
Chief Investment Officer Allmerica Financial Investment Management Services, Inc.; and
President (since 1995) and Director (since 1996) pf Allmerica Asset
Management, Inc.

J. Barry May Director (since 1996) of First Allmerica; Director and President (since
Director 1996) of The Hanover Insurance Company; and Vice President (1993 to
1996) of The Hanover Insurance Company

<PAGE>

Mark C. McGivney Vice President (since 1997) and Treasurer (since 2000) of First
Vice President and Treasurer Allmerica; Associate, Investment Banking (1996-1997) of Merrill
Lynch & Co.; Associate, Investment Banking (1995) of Salomon
Brothers, Inc.; Treasurer (since 2000) of Allmerica Investments, Inc.,
Allmerica Asset Management, Inc. and Allmerica Financial Investment
Management Services, Inc.

John F. O'Brien Director, President and Chief Executive Officer (since 1989) of First
Director and Chairman Allmerica
of the Board

Edward J. Parry, III Director and Chief Financial Officer (since 1996), Vice President (since
Director, Vice President and 1993), and Treasurer (1993-2000) of First Allmerica
Chief Financial Officer

Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director, President and President (since 1995) of Allmerica Financial Life Insurance and
Chief Executive Officer Annuity Company; Director (since 1990) of Allmerica Investments, Inc.;
and Director and President (since 1998) of Allmerica Financial
Investment Management Services, Inc.

Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Director
Director (since 1998) of The Hanover Insurance Company; Chief Executive
Officer (1996 to 1998) of Travelers Property & Casualty; Senior Vice
President (1993 to 1996) of Aetna Life & Casualty Company

Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director and Vice President Director (since 1991) of Allmerica Investments, Inc.; and Director (since
1991) of Allmerica Financial Investment Management Services, Inc.

Gregory D. Tranter Director and Vice President (since 2000) of First Allmerica; Vice President
Director and Vice President (since 1998) of The Hanover Insurance Copmpany; Vice President (1996-1998)
of Travelers Property & Casualty; Director of Geico Team (1983-1996) of Aetna Life &
Casualty
</TABLE>

<PAGE>

ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT

<TABLE>
<S><C>
Allmerica Financial Corporation

Delaware

| | | | | | | |
________________________________________________________________________________________________________________________________
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Financial Allmerica, Allmerica First Allmerica AFC Capital Allmerica First Sterling
Asset Profiles, Inc. Inc. Funding Financial Life Trust I Services Limited
Management, Inc. Corp. Insurance Corporation
Company

Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
|_________________________________________________________________________________________________________________________
| | | | | | | | | |
| 100% 100% 100% 100% 100% 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial Investments Investments Investments Investments Investments
| Inc. Management Investment Services Insurance Insurance Insurance Insurance Insurance
| Company, Inc. Management Insurance Agency Inc. Agency of Agency Inc. Agency Inc. Agency Inc.
| Services, Inc. Agency, Inc. of Alabama Florida Inc. of Georgia of Kentucky of Mississippi
|
|Massachusetts Massachusetts Massachusetts Massachusetts Alabama Florida Georgia Kentucky Mississippi
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited

Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois

New Hampshire Massachusetts Illinois
|
________________________________________________________________________________________________________________________________
| | | | | | | |
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts Allmerica AMGRO
Financial Plus American Insurance Corporation Bay Insurance Financial Inc.
Benefit Insurance Insurance Management Company Alliance
Insurance Agency, Inc. Company Company, Inc. Insurance
Company Company

Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest

Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.

Michigan

----------------- ----------------- -----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund

Massachusetts Massachusetts Massachusetts

-------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens

--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust

Massachusetts Massachusetts

-------- Affiliated Management Investment Companies

...............
Hanover Lloyd's
Insurance
Company

Texas

-------- Affiliated Lloyd's plan company, controlled by Underwriters
for the benefit of The Hanover Insurance Company

----------------- -----------------
AAM Growth AAM High Yield
& Income Fund, L.L.C.
Fund L.P.

Delaware Massachusetts

________ L.P. or L.L.C. established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

AAM Growth & Income Fund, L.P 440 Lincoln Street Limited Partnership
Worcester MA 01653

Advantage Insurance Network Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653

AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653

Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653

Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653

Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653

Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance

Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance

Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653

Allmerica Financial Insurance 440 Lincoln Street Insurance Broker
Brokers, Inc. Worcester MA 01653

Allmerica Financial Life Insurance 440 Lincoln Street Life insurance, accident and health
and Annuity Company (formerly known Worcester MA 01653 insurance, annuities, variable
as SMA Life Assurance Company) annuities and variable life insurance

Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653

<PAGE>

Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for
Worcester MA 01653 commercial paper

Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities

Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. (formerly Worcester MA 01653
known as Allmerica Institutional Services,
Inc. and 440 Financial Group of
Worcester, Inc.)

Allmerica Investment Management 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653

Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653

Allmerica Investments Insurance Agency 200 Southbridge Parkway Insurance Agency
Inc. of Alabama Suite 400
Birmingham, AL 35209

Allmerica Investments Insurance Agency 14211 Commerce Way Insurance Agency
of Florida, Inc. Miami Lakes, FL 33016

Allmerica Investment Insurance Agency 1455 Lincoln Parkway Insurance Agency
Inc. of Georgia Suite 300
Atlanta, GA 30346

Allmerica Investment Insurance Agency Barkley Bldg-Suite 105 Insurance Agency
Inc. of Kentucky 12700 Shelbyville Road
Louisiana, KY 40423

Allmerica Investments Insurance Agency 631 Lakeland East Drive Insurance Agency
Inc. of Mississippi Flowood, MS 39208

Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Plus Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653

Allmerica Property & Casualty 440 Lincoln Street Holding Company
Companies, Inc. Worcester MA 01653

Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Services Corporation 440 Lincoln Street Internal administrative services
Worcester MA 01653 provider to Allmerica Financial
Corporation entities

<PAGE>

Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust
Worcester MA 01653 company

AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605

Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653

Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty
Howell MI 48843 insurance

Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty
Itasca IL 60143 insurance

Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty
Midwest South Drive, Suite 200 insurance
Indianapolis In 46280

Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty
P.O. Box 342250 insurance
Columbus OH 43234

Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843

Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008

First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident
Company (formerly State Mutuasl Life Worcester MA 01653 and health insurance company
Assurance Company of America)

First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653

First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653

Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

The Hanover American Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01653 insurance

The Hanover Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01653 insurance

<PAGE>

Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover
Company, Inc. Richardson TX 75081 Lloyd's Insurance Company

Hanover Lloyd's Insurance Company Hanover Lloyd's Insurance Multi-line property and casualty
Company insurance

Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises

Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance

Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>

ITEM 27. NUMBER OF CONTRACT OWNERS

As of August 31, 2000, there were 6,658 Contract Owners of qualified
Contracts and 17,990 Contract Owners of non-qualified Contracts.

As of August 31, 2000, there were no Contract Form A3035-00 Owners since
sales had not yet begun.

ITEM 28. INDEMNIFICATION

Article VIII of the Bylaws of Allmerica Financial Life Insurance and Annuity
Company (the Depositor) states: Each Director and each Officer of the
Corporation, whether or not in office, (and his executors or administrators),
shall be indemnified or reimbursed by the Corporation against all expenses
actually and necessarily incurred by him in the defense or reasonable settlement
of any action, suit, or proceeding in which he is made a party by reason of his
being or having been a Director or Officer of the Corporation, including any
sums paid in settlement or to discharge judgment, except in relation to matters
as to which he shall be finally adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of his duties as such
Director or Officer; and the foregoing right of indemnification or reimbursement
shall not affect any other rights to which he may be entitled under the Articles
of Incorporation, any statute, bylaw, agreement, vote of stockholders, or
otherwise.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Allmerica Investments, Inc. also acts as principal underwriter for
the following:

- VEL Account, VEL II Account, VEL Account III, Select Account III,
Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C, VA-G,
VA-H, VA-K, VA-P, Allmerica Select Separate Account II, Group VEL
Account, Separate Account KG, Separate Account KGC, Fulcrum
Separate Account, Fulcrum Variable Life Separate Account, Separate
Account FUVUL, Separate Account IMO and Allmerica Select Separate
Account of Allmerica Financial Life Insurance and Annuity Company.

- Inheiritage Account, VEL II Account, Separate Account I, Separate
Account VA-K, Separate Account VA-P, Allmerica Select Separate
Account II, Group VEL Account, Separate Account KG, Separate
Account KGC, Fulcrum Separate Account, and Allmerica Select
Separate Account of First Allmerica Financial Life Insurance
Company.

- Allmerica Investment Trust

<PAGE>

(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653
<TABLE>
<CAPTION>
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
<S> <C>
Margaret L. Abbott Vice President

Emil J. Aberizk, Jr. Vice President

Edward T. Berger Vice President and Chief Compliance Officer

Michael J. Brodeur Vice President Operations

Mark R. Colborn Vice President

Charles F. Cronin Secretary/Clerk

Claudia J. Eckels Vice President

Philip L. Heffernan Vice President

J. Kendall Huber Director

Mark C. McGivney Treasurer

William F. Monroe, Jr. President, Director and Chief Executive Officer

David J. Mueller Vice President, Chief Financial Officer, Financial
Operations Principal and Controller

Stephen Parker Vice President and Director

Richard M. Reilly Director and Chairman of the Board

Eric A. Simonsen Director
</TABLE>

(c) As indicated in Part B (Statement of Additional Information) in
response to Item 20(c), there were no commissions retained by Allmerica
Investments, Inc., the principal underwriter of the Contracts, for
sales of variable contracts funded by the Registrant in 1999. No other
commissions or other compensation was received by the principal
underwriter, directly or indirectly, from the Registrant during the
Registrant's last fiscal year.

<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Each account, book or other document required to be maintained by Section
31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained by
the Company at 440 Lincoln Street, Worcester, Massachusetts.

ITEM 31. MANAGEMENT SERVICES

The Company provides daily unit value calculations and related services for
the Company's separate accounts.

ITEM 32. UNDERTAKINGS

(a) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement are
never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.

(b) The Registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.

(c) The Registrant hereby undertakes to deliver a Statement of Additional
Information and any financial statements promptly upon written or oral
request, according to the requirements of Form N-4.

(d) Insofar as indemnification for liability arising under the 1933 Act may
be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement or
otherwise, Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a Director, Officer or
Controlling Person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Director, Officer or
Controlling Person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

(e) The Company hereby represents that the aggregate fees and charges under
the Contracts are reasonable in relation to the services rendered,
expenses expected to be incurred, and risks assumed by the Company.

ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7
under the 1940 Act with respect to withdrawal restrictions under the Texas
Optional Retirement Program ("Program") and (b) relying on the "no-action"
letter (Ref. No. IP-6-88) issued on November 28, 1988 to the American
Council of Life Insurance, in applying the withdrawal restrictions of
Internal Revenue Code Section 403(b)(11). Registrant has taken the
following steps in reliance on the letter:

<PAGE>

1. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in the
prospectus of each registration statement used in connection with the
offer of the Company's variable contracts.

2. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's variable
contracts.

3. Sales Representatives who solicit participants to purchase the variable
contracts have been instructed to specifically bring the redemption
restrictions imposed by the Program and by Section 403(b)(11) to the
attention of potential participants.

4. A signed statement acknowledging the participant's understanding of (i)
the restrictions on redemption imposed by the Program and by Section
403(b)(11) and (ii) the investment alternatives available under the
employer's arrangement will be obtained from each participant who
purchases a variable annuity contract prior to or at the time of
purchase.

Registrant hereby represents that it will not act to deny or limit a
transfer request except to the extent that a Service-Ruling or written
opinion of counsel, specifically addressing the fact pattern involved and
taking into account the terms of the applicable employer plan, determines
that denial or limitation is necessary for the variable annuity contracts
to meet the requirements of the Program or of Section 403(b). Any transfer
request not so denied or limited will be effected as expeditiously as
possible.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this initial Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Worcester, and Commonwealth of Massachusetts, on the
18th day of September, 2000.

SEPARATE ACCOUNT KG OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

By: /s/ Sheila B. St. Hilaire
----------------------------
Sheila B. St. Hilaire
Assistant Vice President and Counsel

Pursuant to the requirements of the Securities Act of 1933, this initial
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- -----
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller September 18, 2000
--------------------------
Warren E. Barnes

Edward J. Parry III* Director, Vice President and Chief Financial Officer
--------------------------

Richard M. Reilly* Director, President and Chief Executive Officer
--------------------------

John F. O'Brien* Director and Chairman of the Board
--------------------------

Bruce C. Anderson* Director
--------------------------

Mark R. Colborn* Director and Vice President
--------------------------

John P. Kavanaugh* Director, Vice President and Chief Investment Officer
--------------------------

J. Kendall Huber* Director, Vice President and General Counsel
--------------------------

J. Barry May* Director
--------------------------

Robert P. Restrepo, Jr.* Director
--------------------------

Eric A. Simonsen* Director and Vice President
--------------------------

Gregory D. Tranter* Director and Vice President
--------------------------

</TABLE>

*Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated September 18, 2000 duly
executed by such persons.

/s/ Sheila B. St. Hilaire
---------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
811-7767

<PAGE>

EXHIBIT TABLE

Exhibit 3(c) Commission Schedule

Exhibit 4(a) Contract Form A3035-00 and Specification Pages Form A8035-00

Exhibit 4(b) Enhanced Death Benefit Rider with 5% Accumulation and Ratchet
(Form 3293-00)

Exhibit 5 Application Form SML-1513K

Exhibit 8(b) Directors' Power of Attorney

Exhibit 9 Opinion of Counsel

Exhibit 10 Consent of Independent Accountants