ALLMERICA SEL SEP ACCT III OF ALLMERICA FIN LIFE IN & ANN CO, 485BPOS, 2000-04-12

ALLMERICA SEL SEP ACCT III OF ALLMERICA FIN LIFE IN & ANN CO
485BPOS, 2000-04-12

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<PAGE>

Registration No. 333-58551

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

POST-EFFECTIVE AMENDMENT NO. 2

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

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
440 Lincoln Street
Worcester MA 01653
(Address of Principal Executive Office)

Mary Eldridge, Secretary
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)
----
X on May 1, 2000 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
on (date) pursuant to paragraph (a) (1)
----
this post-effective amendment designates a new effective
----date for a previously filed post-effective amendment

SINGLE PREMIUM VARIABLE LIFE

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
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.

<PAGE>

RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8b-2 AND THE PROSPECTUS

<TABLE>
<CAPTION>
ITEM NO. OF
FORM N-8b-2 CAPTION IN PROSPECTUS
- ----------- ---------------------
<S> <C>
1........................Cover Page
2........................Cover Page
3........................Not Applicable
4........................Distribution
5........................The Company, The Variable Account
6........................The Variable Account
7........................Not Applicable
8........................Not Applicable
9........................Legal Proceedings
10.......................Summary; Description of the Company, Variable Account and Underlying Funds; The Contract;
Contract Termination and Reinstatement; Other Contract Provisions
11.......................Summary; The Trust; Fidelity VIP; T. Rowe Price; Investment Objectives and Policies
12.......................Summary; The Trust; Fidelity VIP; T. Rowe Price
13.......................Summary; The Trust; Fidelity VIP; T. Rowe Price; Investment Advisory Services to VIP;
Investment Advisory Service to the Trust; Investment Advisory Services to T. Rowe Price;
Charges and Deductions
14.......................Summary; Applying for a Contract
15.......................Summary; Applying for a Contract; Premium Payments; Allocation of Net Premiums
16.......................The Variable Account; The Trust; VIP; T. Rowe Price; Allocation of Net Premiums
17.......................Summary; Surrender; Partial Withdrawal; Charges and Deductions; Contract Termination and
Reinstatement
18.......................The Variable Account; The Trust; VIP; T. Rowe Price; Premium Payments
19.......................Reports; Voting Rights
20.......................Not Applicable
21.......................Summary; Contract Loans; Other Contract Provisions
22.......................Other Contract Provisions
23.......................Not Required
24.......................Other Contract Provisions
25.......................Allmerica Financial
26.......................Not Applicable
27.......................The Company
28.......................Directors and Principal Officers
29.......................The Company
30.......................Not Applicable
31.......................Not Applicable
32.......................Not Applicable
33.......................Not Applicable
34.......................Not Applicable
35 ......................Distribution
36.......................Not Applicable
37.......................Not Applicable
38.......................Summary; Distribution
39.......................Summary; Distribution
40.......................Not Applicable
41.......................The Company, Distribution
42.......................Not Applicable

<PAGE>

43.......................Not Applicable
44.......................Premium Payments; Contract Value and Cash Surrender Value
45.......................Not Applicable
46.......................Contract Value and Cash Surrender Value; Federal Tax Considerations
47.......................The Company
48.......................Not Applicable
49.......................Not Applicable
50.......................The Variable Account
51.......................Cover Page; Summary; Charges and Deductions; The Contract; Contract Termination and
Reinstatement; Other Contract Provisions
52.......................Addition, Deletion or Substitution of Investments
53 ......................Federal Tax Considerations
54.......................Not Applicable
55.......................Not Applicable
56.......................Not Applicable
57.......................Not Applicable
58.......................Not Applicable
59.......................Not Applicable
</TABLE>

<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
WORCESTER, MASSACHUSETTS
MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACTS
ALLMERICA SELECT SPL

This Prospectus provides important information about Allmerica Select SPL, a
modified single payment variable life insurance contract issued by Allmerica
Financial Life Insurance and Annuity Company. The Contracts are funded through
the Allmerica Select Separate Account III, a separate investment account of the
Company that is referred to as the Variable Account. PLEASE READ THIS PROSPECTUS
CAREFULLY BEFORE INVESTING AND KEEP IT FOR FUTURE REFERENCE.

The Variable Account is subdivided into Sub-Accounts. Each Sub-Account invests
exclusively in shares of one of the following Funds of Allmerica Investment
Trust, Fidelity Variable Insurance Products Fund, and T. Rowe Price
International Series, Inc.:

<TABLE>
<CAPTION>
FUND MANAGER
---- -------
<S> <C>
Select Emerging Markets Fund Schroder Investment Management North America Inc.
Select International Equity Fund Bank of Ireland Asset Management (U.S.) Limited
T. Rowe Price International Stock Portfolio Rowe Price-Fleming International, Inc.
Select Aggressive Growth Fund Nicholas-Applegate Capital Management, L.P.
Select Capital Appreciation Fund T. Rowe Price Associates, Inc.
Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
Select Growth Fund Putnam Investment Management, Inc.
Select Strategic Growth Fund TCW Investment Management Company
Fidelity VIP Growth Portfolio Fidelity Management & Research Company
Select Growth and Income Fund J. P. Morgan Investment Management Inc.
Fidelity VIP Equity-Income Portfolio Fidelity Management & Research Company
Fidelity VIP High Income Portfolio Fidelity Management & Research Company
Select Income Fund* Standish, Ayer & Wood, Inc.
Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

*The Company has requested the necessary regulatory approvals to substitute
shares of the Select Investment Grade Income Fund of the Allmerica Investment
Trust for shares of the currently offered Select Income Fund. Subject to
receiving the necessary approvals, this substitution will take place on or about
July 1, 2000.

Contract values may also be allocated to the Fixed Account, which is part of the
Company's General Account.

The Contract provides for life insurance coverage and for the accumulation of a
Contract Value, which will accumulate on a variable basis. The Contract requires
the Contract Owner to make an initial payment of at least $25,000.

Each Contract is a "modified endowment contract" for federal income tax
purposes, except in certain circumstances described in FEDERAL TAX
CONSIDERATIONS. A loan, distribution or other amounts received from a modified
endowment contract during the life of the Insured will be taxed to the extent of
accumulated income in the Contract. Death Benefits under a modified endowment
contract, however, are generally not subject to federal income tax. See FEDERAL
TAX CONSIDERATIONS.

THE PURPOSE OF THE CONTRACTS IS TO PROVIDE INSURANCE PROTECTION FOR THE
BENEFICIARY. NO CLAIM IS MADE THAT THE CONTRACT IS IN ANY WAY SIMILAR OR
COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND. THE CONTRACT,
TOGETHER WITH ITS ATTACHED APPLICATION, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN
YOU AND THE COMPANY.

THE CONTRACTS ARE NOT SUITABLE FOR SHORT-TERM INVESTMENT. VARIABLE LIFE
CONTRACTS INVOLVE RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL. IT MAY NOT BE
ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH THE CONTRACT. THIS LIFE
CONTRACTS 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 IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus can also be obtained from the Securities and Exchange
Commission's website (http://www.sec.gov).

<TABLE>
<S> <C>
CORRESPONDENCE MAY BE MAILED TO: DATED MAY 1, 2000
ALLMERICA SELECT 440 LINCOLN STREET
P.O. BOX 8179 WORCESTER, MASSACHUSETTS 01653
BOSTON, MA 02266-8179 (508) 855-1000
</TABLE>

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS............................................... 3
SUMMARY OF FEES AND CHARGES................................. 6
SUMMARY OF CONTRACT FEATURES................................ 9
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE
UNDERLYING FUNDS.......................................... 14
INVESTMENT OBJECTIVES AND POLICIES.......................... 16
SUBSTITUTION OF SHARES OF THE SELECT INCOME FUND............ 18
THE CONTRACT................................................ 19
Applying for a Contract............................... 19
Free Look Period...................................... 19
Conversion Privilege.................................. 20
Payments.............................................. 20
Allocation of Payments................................ 20
Transfer Privilege.................................... 21
Death Benefit (without Guaranteed Death Benefit
Rider)............................................... 22
Guaranteed Death Benefit Rider........................ 23
Contract Value........................................ 24
Payment Options....................................... 25
Optional Insurance Benefits........................... 26
Surrender............................................. 26
Partial Withdrawal.................................... 26
CHARGES AND DEDUCTIONS...................................... 27
Monthly Deductions.................................... 27
Surrender Charge...................................... 28
Transfer Charges...................................... 30
CONTRACT LOANS.............................................. 30
CONTRACT TERMINATION AND REINSTATEMENT...................... 32
OTHER CONTRACT PROVISIONS................................... 33
FEDERAL TAX CONSIDERATIONS.................................. 34
The Company and The Variable Account.................. 34
Taxation of the Contracts............................. 34
Modified Endowment Contracts.......................... 35
Contract Loans........................................ 35
VOTING RIGHTS............................................... 36
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY............. 37
DISTRIBUTION................................................ 38
REPORTS..................................................... 38
LEGAL PROCEEDINGS........................................... 39
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........... 39
FURTHER INFORMATION......................................... 39
MORE INFORMATION ABOUT THE FIXED ACCOUNT.................... 40
INDEPENDENT ACCOUNTANTS..................................... 40
FINANCIAL STATEMENTS........................................ 41
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE........... A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS................... B-1
APPENDIX C -- PAYMENT OPTIONS............................... C-1
APPENDIX D -- ILLUSTRATIONS................................. D-1
APPENDIX E -- PERFORMANCE INFORMATION....................... E-1
FINANCIAL STATEMENTS........................................ FIN-1
</TABLE>

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SPECIAL TERMS

AGE: how old the Insured is on his/her last birthday measured on the Date of
Issue and each Contract anniversary.

BENEFICIARY: the person or persons you name to receive the Net Death Benefit
when the Insured dies.

COMPANY: Allmerica Financial Life Insurance and Annuity Company. "We," "our,"
"us," and "the Company" also refer to Allmerica Financial Life Insurance and
Annuity Company in this prospectus.

CONTRACT OWNER: the person who may exercise all rights under the Contract, with
the consent of any irrevocable Beneficiary. "You" and "your" refer to the
Contract Owner in this prospectus.

CONTRACT VALUE: the total value of your Contract. It is the SUM of the:

- Value of the units of the Sub-Accounts credited to your Contract; PLUS

- Accumulation in the Fixed Account credited to the Contract.

DATE OF ISSUE: the date the Contract was issued, used to measure the Monthly
Processing Date, Contract months, Contract years and Contract anniversaries.

DEATH BENEFIT: the Face Amount (the amount of insurance determined by your
payment) or the Guideline Minimum Sum Insured, whichever is greater. After the
Final Payment Date, if the Guaranteed Death Benefit Rider is in effect, the
Death Benefit will be the greater of the Face Amount as of the Final Payment
Date or the Contract Value as of the date due proof of death is received by the
Company.

EVIDENCE OF INSURABILITY: information, including medical information, used to
decide the Insured's Underwriting Class.

FACE AMOUNT: the amount of insurance coverage. The Face Amount is shown in your
Contract.

FINAL PAYMENT DATE: the Contract anniversary before the Insured's 100th
birthday. After this date, no payments may be made and the Net Death Benefit is
the Contract Value less any Outstanding Loan. The Net Death Benefit may be
different before and after the Final Payment Date. See NET DEATH BENEFIT.

FIXED ACCOUNT: the part of the Company's General Account that guarantees
principal and a fixed interest rate.

GENERAL ACCOUNT: all our assets other than those held in separate investment
accounts.

GUIDELINE MINIMUM SUM INSURED: the minimum death benefit required to qualify the
Contract as "life insurance" under federal tax laws. The guideline minimum sum
insured is the PRODUCT of

- The Contract Value TIMES

- A percentage based on the Insured's age

The percentage factor is a percentage that, when multiplied by the Policy Value,
determines the minimum death benefit required under federal tax laws. The
percentage factor is based on the Insured's attained age, as set forth in
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE.

GUIDELINE SINGLE PREMIUM: used to determine the Face Amount under the Contract.

3
<PAGE>
INSURED: the person or persons covered under the Contract. If more than one
person is named, all provisions of the Contract that are based on the death of
the Insured will be based on the date of death of the last surviving Insured.

LOAN VALUE: the maximum amount you may borrow under the Contract.

MONTHLY DEDUCTIONS: the amount of money that we deduct from the Contract Value
each month to pay for the Monthly Maintenance Fee, Administration Charge,
Monthly Insurance Protection Charge, Distribution Charge and the Federal and
State Payment Tax Charge.

MONTHLY INSURANCE PROTECTION CHARGE: the amount of money that we deduct from the
Contract Value each month to pay for the insurance.

MONTHLY PROCESSING DATE: the date, shown in your Contract, when Monthly
Deductions are deducted.

NET DEATH BENEFIT: Before the Final Payment Date the Net Death Benefit is:

- The Death Benefit; MINUS

- Any Outstanding Loan on the Insured's death, rider charges and Monthly
Deductions due and unpaid through the Contract month in which the Insured
dies, as well as any partial withdrawal costs and surrender charges.

After the Final Payment Date, if the Guaranteed Death Benefit Rider is NOT in
effect, the Net Death Benefit is:

- The Contract Value; MINUS

- Any Outstanding Loan on the Insured's death.

If the Guaranteed Death Benefit Rider is in effect after the Final Payment Date,
the Death Benefit will be either the Face Amount as of the Final Payment Date or
the Contract Value as of the date due proof of death is received by the Company,
whichever is greater, reduced by an Outstanding Loan through the Contract month
in which the Insured dies.

OUTSTANDING LOAN: all unpaid Contract loans plus loan interest due or accrued.

PRINCIPAL OFFICE: our office at 440 Lincoln Street, Worcester, Massachusetts
01653.

PRO-RATA ALLOCATION: an allocation among the Fixed Account and the Sub-Accounts
of the Variable Account in the same proportion that, on the date of allocation,
the Contract Value in the Fixed Account (other than value subject to Outstanding
Loan) and the Contract Value in each Sub-Account bear to the total Contract
Value.

SECOND-TO-DIE: the Contract may be issued as a joint survivorship
("Second-to-Die") Contract. Life insurance coverage is provided for two
Insureds, with death benefits payable at the death of the last surviving
Insured.

SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a Fund.

SURRENDER VALUE: the amount payable on a full surrender. It is the Contract
Value less any Outstanding Loan and surrender charges.

4
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UNDERLYING FUNDS (FUNDS): the investment Funds of Allmerica Investment Trust
("Trust"), the Portfolios of Fidelity Variable Insurance Products Fund
("Fidelity VIP"), and T. Rowe Price International Series, Inc. ("T. Rowe Price")
which are available under the Contract.

UNDERWRITING CLASS: the insurance risk classification that we assign the Insured
based on the information in the application and other Evidence of Insurability
we consider. The Insured's underwriting class will affect the Monthly Insurance
Protection Charge.

UNIT: a measure of your interest in a Sub-Account.

VALUATION DATE: any day on which the net asset value of the shares of any Funds
and Unit values of any Sub-Accounts are computed. Valuation dates currently
occur on:

- Each day the New York Stock Exchange is open for trading; and

- Other days (other than a day during which no payment, partial withdrawal
or surrender of a Contract was received) when there is a sufficient degree
of trading in a Fund's portfolio securities so that the current net asset
value of the Sub-Accounts may be materially affected.

VALUATION PERIOD: the interval between two consecutive Valuation Dates.

VARIABLE ACCOUNT: Allmerica Select Separate Account III, one of the Company's
separate investment accounts.

WRITTEN REQUEST: your request in writing, satisfactory to us, received at our
Principal Office.

5
<PAGE>

SUMMARY OF FEES AND CHARGES

WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?

The following charges will apply to your Contract under the circumstances
described. Some of these charges apply throughout the Contract's duration.

We deduct the following monthly charges from the Contract Value:

A $2.50 Maintenance Fee from Contracts with a Contract Value of less than $100
(See "Maintenance Fee.");

0.20% on an annual basis for the administrative expenses (See "Administration
Charge.");

A deduction for the cost of insurance, which varies depending on the type of
Contract and Underwriting Class (See "Monthly Insurance Protection Charge.");
and

- For the first ten Contract years only, 0.90% on an annual basis for
distribution expenses (See "Distribution Fee."); and

- For the first Contract year only, 1.50% on an annual basis for federal,
state and local taxes (See "Federal and State Payment Tax Charge.").

The following daily charge is deducted from the Variable Account:

- 0.90% on an annual basis for the mortality and expense risks (See
"Mortality and Expense Risk Charge.").

There are deductions from and expenses paid out of the assets of the Funds that
are described in the accompanying prospectuses.

WHAT CHARGES DO I INCUR IF I SURRENDER MY CONTRACT OR MAKE A PARTIAL WITHDRAWAL?

The charges below apply only if you surrender your Contract or make partial
withdrawals:

- Surrender Charge -- A surrender charge on a withdrawal exceeding the "Free
10% Withdrawal," described below. This Charge applies on surrenders or
partial withdrawals within ten Contract years from Date of Issue. The
surrender charge begins at 10.00% of the amount that exceeds the Free 10%
Withdrawal amount and decreases to 0% by the tenth Contract year.

- Partial Withdrawal Transaction Fee -- A transaction fee of 2.0% of the
amount withdrawn, not to exceed $25, for each partial withdrawal for
processing costs. The transaction fee applies to all partial withdrawals,
including a Withdrawal without a surrender charge.

6
<PAGE>
WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?

CHARGES OF THE UNDERLYING FUNDS

In addition to the charges described above, certain fees and expenses are
deducted from the assets of the Underlying Funds. The levels of fees and
expenses vary among the Underlying Funds. The following table shows the expenses
of the Underlying Funds for 1999.

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND EXPENSES
(AFTER ANY (AFTER ANY (AFTER ANY
UNDERLYING FUND VOLUNTARY WAIVERS) APPLICABLE REIMBURSEMENTS) WAIVERS/REIMBURSEMENTS)
- --------------- ------------------- -------------------------- -----------------------
<S> <C> <C> <C>
Select Emerging Markets Fund......... 1.35% 0.57% 1.92%(1)(2)
Select International Equity Fund..... 0.89% 0.13% 1.02%(1)(2)
T. Rowe Price International Stock
Portfolio........................... 1.05% 0.00% 1.05%
Select Aggressive Growth Fund........ 0.81%* 0.06% 0.87%(1)(2)*
Select Capital Appreciation Fund..... 0.90%* 0.07% 0.97%(1)*
Select Value Opportunity Fund........ 0.90% 0.07% 0.97%(1)(2)
Select Growth Fund................... 0.78% 0.05% 0.83%(1)(2)
Select Strategic Growth Fund......... 0.85% 0.35% 1.20%(1)(2)
Fidelity VIP Growth Portfolio........ 0.58% 0.08% 0.66%(3)
Select Growth and Income Fund........ 0.67% 0.07% 0.74%(1)(2)
Fidelity VIP Equity-Income
Portfolio........................... 0.48% 0.09% 0.57%(3)
Fidelity VIP High Income Portfolio... 0.58% 0.11% 0.69%
Select Income Fund................... 0.52% 0.09% 0.61%(1)
Money Market Fund.................... 0.24% 0.05% 0.29%(1)
</TABLE>

* Effective September 1, 1999, the management fee rates for the Select
Aggressive Growth Fund and Select Capital Appreciation Fund were revised. The
Management Fee and Total Fund Expense ratios shown in the table above have been
adjusted to assume that the revised rates took effect January 1, 1999.

(1) Until further notice, Allmerica Financial Investment Management
Services, Inc. ("AFIMS") has declared a voluntary expense limitation of 1.50% of
average net assets for Select International Equity Fund, 1.35% for Select
Aggressive Growth Fund and Select Capital Appreciation Fund, 1.25% for Select
Value Opportunity Fund, 1.20% for Select Growth Fund, 1.10% for Select Growth
and Income Fund, 1.00% for Select Income Fund, and 0.60% for Money Market Fund.
The total operating expenses of these Funds of the Trust were less than their
respective expense limitations throughout 1999.

Until further notice, the Select Value Opportunity Fund's management fee rate
has been voluntarily limited to an annual rate of 0.90% of average daily net
assets, and total expenses are limited to 1.25% of average daily net assets.

The declaration of a voluntary management fee or expense limitation in any year
does not bind AFIMS to declare future expense limitations with respect to these
Funds. These limitations may be terminated at any time.

(2) These Funds have entered into agreements with brokers whereby the brokers
rebate a portion of commissions. These amounts have been treated as reductions
of expenses. Including these reductions, total annual fund operating expenses
were 1.01% for Select International Equity Fund, 1.88% for Select Emerging

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Markets, 0.83% for Select Aggressive Growth Fund, 0.88% for Select Value
Opportunity Fund, 0.81% for Select Growth Fund, 1.17% for Select Strategic
Growth Fund, and 0.73% for Select Growth and Income Fund.

(3) A portion of the brokerage commissions that certain funds paid was used to
reduce fund expenses. In addition, through arrangements with certain funds', or
Fidelity Management & Research Company on behalf of certain funds', custodian
credits realized as a result of uninvested cash balances were used to reduce a
portion of the fund's expenses. Including these reductions, total operating
expenses presented in the table would have been 0.56% for the Fidelity VIP
Equity-Income Portfolio and 0.65% for the Fidelity VIP Growth Portfolio.

The Underlying Fund information above was provided by the Underlying Funds and
was not independently verified by the Company.

8
<PAGE>

SUMMARY OF CONTRACT FEATURES

This Summary is intended to provide only a very brief overview of the more
significant aspects of the Policy. If you are considering the purchase of this
product, you should read the remainder of this Prospectus carefully before
making a decision. It offers a more complete presentation of the topics
presented here, and will help you better understand the product. However, the
Contract, together with its attached application, constitutes the entire
agreement between you and the Company.

There is no guaranteed minimum Contract Value. The value of a Contract will vary
up or down to reflect the investment experience of allocations to the
Sub-Accounts and the fixed rates of interest earned by allocations to the
General Account. The Contract Value will also be adjusted for other factors,
including the amount of charges imposed. The Contract Value may decrease to the
point where the Contract will lapse and provide no further death benefit without
additional premium payments, unless the optional Guaranteed Death Benefit Rider
is in effect. This Rider may not be available in all states.

WHAT IS THE CONTRACT'S OBJECTIVE?

The objective of the Contract is to give permanent life insurance protection and
to help you build assets tax-deferred. Benefits available through the Contract
include:

- A life insurance benefit that can protect your family;

- Payment options that can guarantee an income for life, if you want to use
your Contract for retirement income;

- A personalized investment portfolio you may tailor to meet your needs,
time frame and risk tolerance level;

- Experienced professional investment advisers; and

- Tax deferral on earnings while your money is accumulating.

The Contract combines features and benefits of traditional life insurance with
the advantages of professional money management. However, unlike the fixed
benefits of ordinary life insurance, the Contract Value will increase or
decrease depending on investment results. Unlike traditional insurance policies,
the Contract has no fixed schedule for payments.

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

The Contract is a contract between you and us. Each Contract has a Contract
Owner ("you"), the Insured and a Beneficiary. As Contract Owner, you make the
payment, choose investment allocations and select the Insured and Beneficiary.
The Insured is the person covered under the Contract. The Beneficiary is the
person who receives the Net Death Benefit when the Insured dies.

WHAT HAPPENS WHEN THE INSURED DIES?

We will pay the Net Death Benefit to the Beneficiary when the Insured dies while
the Contract is in effect. If the Contract was issued as a Second-to-Die
Contract, the Net Death Benefit will be paid on the death of the last surviving
Insured.

Before the Final Payment Date, the Death Benefit is either the Face Amount (the
amount of insurance determined by your payment) or the minimum death benefit
provided by the Guideline Minimum Sum Insured, whichever is greater. The Net
Death Benefit is the Death Benefit less any Outstanding Loan, rider

9
<PAGE>
charges and Monthly Deductions due and unpaid through the Contract month in
which the Insured dies, as well as any partial withdrawals and surrender
charges.

After the Final Payment Date, if the Guaranteed Death Benefit is NOT in effect,
the Net Death Benefit is the Contract Value less any Outstanding Loan. The
Beneficiary may receive the Net Death Benefit in a lump sum or under one of the
Company's payment options. If the Guaranteed Death Benefit Rider is in effect on
the Final Payment Date, a Guaranteed Death Benefit will be provided unless the
Rider is subsequently terminated. The Guaranteed Death Benefit will be either
the Face Amount as of the Final Payment Date or the Contract Value as of the
date due proof of death is received by the Company, whichever is greater,
reduced by any Outstanding Loan through the Contract month in which the insured
dies. For more information, see "Guaranteed Death Benefit Rider."

CAN I EXAMINE THE CONTRACT?

Yes. You have the right to examine and cancel your Contract by returning it to
us or to one of our representatives within 10 days (or such later date as
required in your state) after you receive the Contract.

If your Contract provides for a full refund under its "Right to Cancel"
provision as required in your state, your refund will be your entire payment.

If your Contract does not provide for a full refund, you will receive:

- Amounts allocated to the Fixed Account; PLUS

- The value of the Units in the Variable Account; PLUS

- All fees, charges and taxes which have been imposed.

Your refund will be determined as of the Valuation Date that the Contract is
received at our Principal Office.

WHAT ARE MY INVESTMENT CHOICES?

Each Sub-Account invests its assets in a corresponding investment portfolio
("Fund") of Allmerica Investment Trust ("Trust"), Fidelity Variable Insurance
Products Fund ("Fidelity VIP") and T. Rowe Price International Series, Inc. ("T.
Rowe Price").

In some states, insurance regulations may restrict the availability of
particular Underlying Funds. The Contract also offers a Fixed Account that is
part of the General Account of the Company. The Fixed Account is a guaranteed
account offering a minimum interest rate. This range of investment choices
allows you to allocate your money among the Sub-Accounts and the Fixed Account
to meet your investment needs.

If your Contract provides for a full refund under its "Right to Cancel"
provision as required in your state, we will allocate all sub-account
investments to the Money Market Fund until the fourth day after the expiration
of the "Right to Cancel" provision of your Contract. After this, we will
allocate all amounts as you have chosen. For more information about your
investment choices, see WHO ARE THE INVESTMENT ADVISERS AND HOW ARE THEY
SELECTED?, below.

WHO ARE THE INVESTMENT ADVISERS AND HOW ARE THEY SELECTED?

BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a pension consulting firm,
assists the Company in the selection of the Contract's Funds. In addition, BARRA
RogersCasey assists the Trust in the selection of investment advisers for the
Funds of the Trust. BARRA RogersCasey provides consulting services to pension
plans representing hundreds of billions of dollars in total assets and, in its
consulting capacity, monitors the

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investment performance of over 1000 investment advisers. BARRA RogersCasey also
develops asset allocation strategies that broker-dealers may elect to provide to
their registered representatives in assisting clients in developing diversified
portfolios. BARRA RogersCasey is wholly-controlled by BARRA, Inc. As a
consultant, BARRA RogersCasey has no decision-making authority with respect to
the Funds, and is not responsible for any investment advice provided to the
Funds by Allmerica Financial Investment Management Services, Inc. ("AFIMS") or
the investment advisers.

AFIMS, an affiliate of the Company, is the investment manager of the Trust.
AFIMS has entered into agreements with investment advisers ("Sub-Advisers")
selected by AFIMS and the Trustees in consultation with BARRA RogersCasey. Each
investment adviser is selected by using strict objective, quantitative, and
qualitative criteria, with special emphasis on the investment adviser's record
in managing similar portfolios. In consultation with BARRA RogersCasey, a
committee monitors and evaluates the ongoing performance of all of the Funds.
The committee may recommend the replacement of an investment adviser of one of
the Funds of the Trust, or the addition or deletion of Funds. The committee
includes members who may be affiliated or unaffiliated with the Company and the
Trust. The Sub-Advisers (other than Allmerica Asset Management, Inc.) are not
affiliated with the Company or the Trust.

Fidelity Management & Research Company ("FMR") is the investment adviser of
Fidelity VIP. FMR is one of America's largest investment management
organizations and has its principal business address at 82 Devonshire Street,
Boston MA. It is composed of a number of different companies, which provide a
variety of financial services and products. FMR is the original Fidelity
company, founded in 1946. It provides a number of mutual funds and other clients
with investment research and portfolio management services. The Portfolios of
Fidelity VIP, as part of their operating expenses, pay an investment monthly
management fee to FMR for managing investments and business affairs. The
prospectus of Fidelity VIP contains additional information concerning the
Portfolios, including information concerning additional expenses paid by the
Portfolios, and should be read in conjunction with this Prospectus.

Rowe Price-Fleming International, Inc. ("Price-Fleming") is the investment
adviser of T. Rowe Price. Price-Fleming, founded in 1979 as a joint venture
between T. Rowe Price Associates, Inc. and Robert Fleming Holdings, Limited, is
one of the largest no-load international mutual fund asset managers with
approximately $42.5 billion (as of December 31, 1999) under management in its
offices in Baltimore, London, Tokyo, Hong Kong, Singapore and Buenos Aires. T.
Rowe Price Associates, Inc., an affiliate of Price-Fleming, serves as
Sub-Adviser of the Select Capital Appreciation Fund of the Trust.

The following are the Investment Managers and Sub-Advisers of the Funds:

<TABLE>
<CAPTION>
FUND MANAGER
- ---- -------
<S> <C>
Select Emerging Markets Fund Schroder Investment Management North America Inc.
Select International Equity Fund Bank of Ireland Asset Management (U.S.) Limited
T. Rowe Price International Stock Portfolio Rowe Price-Fleming International, Inc.
Select Aggressive Growth Fund Nicholas-Applegate Capital Management, L.P.
Select Capital Appreciation Fund T. Rowe Price Associates, Inc.
Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
Select Growth Fund Putnam Investment Management, Inc.
Select Strategic Growth Fund TCW Investment Management Company
Fidelity VIP Growth Portfolio Fidelity Management and Research Company
Select Growth and Income Fund J. P. Morgan Investment Management Inc.
Fidelity VIP Equity-Income Portfolio Fidelity Management and Research Company
Fidelity VIP High Income Portfolio Fidelity Management and Research Company
Select Income Fund Standish, Ayer & Wood, Inc.
Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

11
<PAGE>
CAN I MAKE TRANSFERS AMONG THE FUNDS AND THE FIXED ACCOUNT?

Yes. The Contract permits you to transfer Contract Value among the available
Sub-Accounts and between the Sub-Accounts and the General Account of the
Company, subject to certain limitations described under THE CONTRACT --
"Transfer Privilege." You also may elect automatic account rebalancing so that
assets remain allocated according to a desired mix or choose automatic dollar
cost averaging to gradually move funds into one or more Sub-Accounts. See
"Transfer Privilege."

The first 12 transfers of Contract Value in a Contract year are free. A transfer
charge not to exceed $25 may apply for each additional transfer in the same
Contract year. This charge is for the costs of processing the transfer.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The Contract requires a single payment on or before the Date of Issue.
Additional payment(s) of at least $10,000 may be made as long as the total
payments do not exceed the maximum payment amount specified in the Contract.

WHAT IF I NEED MY MONEY?

You may borrow up to the Loan Value of your Contract. The Loan Value is 90% of
the Surrender Value. You may also make partial withdrawals and surrender the
Contract for its Surrender Value.

The guaranteed annual interest rate credited to the Contract Value securing a
loan will be at least 4.0%. However, any portion of the Outstanding Loan that is
a preferred loan will be credited with not less than 5.50%.

We will allocate Contract loans among the Sub-Accounts and the Fixed Account
according to your instructions. If you do not make an allocation, we will make a
Pro-rata Allocation. We will transfer the Contract Value in each Sub-Account
equal to the Contract loan to the Fixed Account.

You may surrender your Contract and receive its Surrender Value. You may make
partial withdrawals of $1,000 or more from the Contract Value, subject to a
partial withdrawal transaction fee and any applicable surrender charges. The
Face Amount is proportionately reduced by each partial withdrawal. We will not
allow a partial withdrawal if it would reduce the Contract Value below $25,000.
There is some uncertainty as to the tax treatment of a preferred loan, which may
be treated as a taxable withdrawal from the Contract. See FEDERAL TAX
CONSIDERATIONS, "Contract Loans." A surrender on partial withdrawal may have tax
consequences. See FEDERAL TAX CONSIDERATIONS, "Taxation of the Contracts."

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

Yes. There are several changes you can make after receiving your Contract,
within limits. You may

- Cancel your Contract under its "Right to Cancel" provision;

- Transfer your ownership to someone else;

- Change the Beneficiary;

- Change the allocation for any additional payment, with no tax consequences
under current law;

- Make transfers of the Contract Value among the Funds, with no taxes
incurred under current law; and

- Add or remove the optional insurance benefits provided by rider.

12
<PAGE>
CAN I CONVERT MY CONTRACT INTO A FIXED CONTRACT?

Yes. You can convert your Contract without charge during the first 24 months
after the Date of Issue. On conversion, we will transfer the Contract Value in
the Variable Account to the Fixed Account. We will allocate any future
payment(s) to the Fixed Account, unless you instruct us otherwise.

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY CONTRACT?

The Contract will not lapse unless the Surrender Value on a Monthly Processing
Date is less than zero. There is a 62-day grace period in this situation. If the
Insured has not died, you may reinstate your Contract within three years after
the grace period, within limits. The Insured must provide evidence of
insurability subject to our then current underwriting standards. See POLICY
TERMINATION AND REINSTATEMENT. If the Guaranteed Death Benefit Rider is in
effect, the Contract will not lapse. However, if the Guaranteed Death Benefit
Rider terminates, the Contract may then lapse. See THE CONTRACT -- "Guaranteed
Death Benefit Rider."

HOW IS MY CONTRACT TAXED?

The Contract has been designed to be a "modified endowment contract." However,
under Section 1035 of the Internal Revenue Code of 1986, as amended ("Code"), an
exchange of (1) a life insurance contract entered into before June 21, 1988 or
(2) a life insurance contract that is not itself a modified endowment contract,
will not cause the Contract to be treated as a modified endowment contract if no
additional payments are made and there is no increase in the death benefit as a
result of the exchange.

If the Contract is considered a modified endowment contract, all distributions
(including Contract loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-first" basis. Also, a 10% additional penalty tax may be
imposed on that part of a distribution that is includible in income. However,
the Net Death Benefit under the Contract is excludable from the gross income of
the Beneficiary. In some circumstances, federal estate tax may apply to the Net
Death Benefit or the Contract Value. See "Taxation of the Contract."

------------------------

This Summary is intended to provide only a very brief overview of the more
significant aspects of the Contract. The Prospectus and the Contract provide
further detail. The Contract provides insurance protection for the named
beneficiary. The Contract and its attached application or enrollment form are
the entire agreement between you and the Company.

THE PURPOSE OF THE CONTRACT IS TO PROVIDE INSURANCE PROTECTION FOR THE
BENEFICIARY. IT MAY NOT BE ADVANTAGEOUS TO PURCHASE FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE AS A REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE, OR IF YOU
ALREADY OWN A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT.

NO CLAIM IS MADE THAT THE CONTRACT IS IN ANY WAY SIMILAR OR COMPARABLE TO A
SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

13
<PAGE>
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
AND THE UNDERLYING FUNDS

THE COMPANY

Allmerica Financial Life Insurance and Annuity Company ("Company" or "Allmerica
Financial") is a life insurance company organized under the laws of Delaware in
1974. As of December 31, 1999, the Company had over $17 billion in assets and
over $26 billion of life insurance in force. The Company is an indirect,
wholly-owned subsidiary of First Allmerica Financial Life Insurance Company
("First Allmerica"), which in turn is a wholly-owned subsidiary of Allmerica
Financial Corporation. First Allmerica was formerly named State Mutual Life
Assurance Company of America. First Allmerica was organized under the laws of
Massachusetts in 1844 and is the fifth oldest life insurance company in America.
Our principal office is 440 Lincoln Street, Worcester, Massachusetts 01653,
telephone 1-508-855-1000. We are subject to the laws of the state of Delaware,
to regulation by the Commissioner of Insurance of Delaware, and to other laws
and regulations where we are licensed to operate.

The Company is a charter member 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 Variable Account is a separate investment account with fourteen (14)
Sub-Accounts. Each Sub-Account invests in a Fund of the Trust, Fidelity VIP or
T. Rowe Price. The assets used to fund the variable part of the Contracts are
set aside in Sub-Accounts and are separate from our general assets. We
administer and account for each Sub-Account as part of our general business.
However, income, capital gains and capital losses are allocated to each
Sub-Account without regard to any of our other income, capital gains or capital
losses. Under Delaware law, the assets of the Variable Account may not be
charged with any liabilities arising out of any other business of ours.

Our Board of Directors authorized the Variable Account by vote on June 13, 1996.
The Variable Account meets the definition of "separate account" under federal
securities laws. It is registered with the Securities and Exchange Commission
("SEC") as a unit investment trust under the Investment Company Act of 1940
("1940 Act"). This registration does not involve SEC supervision of the
management or investment practices or policies of the Variable Account or of the
Company. We reserve the right, subject to law, to change the names of the
Variable Account and the Sub-Accounts.

THE UNDERLYING FUNDS

Each Underlying Fund pays a management fee to an investment manager or adviser
for managing and providing services to the Underlying Fund. However, management
fee waivers and/or reimbursements may be in effect for certain or all of the
Underlying Funds. For specific information regarding the existence and effect of
any waiver/reimbursements see "WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?"
under the SUMMARY OF FEES AND CHARGES section. The prospectuses of the
Underlying Funds also contain information regarding fees for advisory services
and should be read in conjunction with this prospectus.

ALLMERICA INVESTMENT TRUST

Allmerica Investment Trust (the "Trust") is an open-end, diversified management
investment company registered with the SEC under the 1940 Act. This registration
does not involve SEC supervision of the investments or investment policy of the
Trust or its separate investment portfolios.

14
<PAGE>
First Allmerica established the Trust as a Massachusetts business trust on
October 11, 1984. The Trust is a vehicle for the investment of assets of various
separate accounts established by the Company or other insurance companies.
Shares of the Trust are not offered to the public but solely to the separate
accounts. Ten different investment portfolios of the Trust are available under
the Contracts, each issuing a series of shares: Select Emerging Markets Fund,
Select International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Value Opportunity Fund, Select Growth Fund, Select
Strategic Growth Fund, Select Growth and Income Fund, Select Income Fund, and
Money Market Fund. The assets of each Fund are held separate from the assets of
the other Funds. Each Fund operates as a separate investment vehicle. The income
or losses of one Fund have no effect on the investment performance of another
Fund. The Sub-Accounts reinvest dividends and/or capital gains distributions
received from a Fund in more shares of that Fund as retained assets.

Allmerica Financial Investment Management Services, Inc. ("AFIMS") serves as
investment manager of the Trust. AFIMS, which is a wholly-owned subsidiary of
Allmerica Financial, has entered into agreements with other investment managers
("Sub-Advisers"), who manage the investments of the Funds. The Trustees have
responsibility for the supervision of the affairs of the Trust. The Trustees
have entered into a management agreement with AFIMS.

AFIMS, subject to Trustee review, is responsible for the daily affairs of the
Trust and the general management of the Funds. AFIMS performs administrative and
management services for the Trust, furnishes to the Trust all necessary office
space, facilities and equipment, and pays the compensation, if any, of officers
and Trustees who are affiliated with AFIMS.

The Trust bears all expenses incurred in its operation, other than the expenses
AFIMS assumes under the management agreement. Trust expenses include:

- Costs to register and qualify the Trust's shares under the Securities Act
of 1933 ("1933 Act"),

- Other fees payable to the SEC,

- Independent public accountant, legal and custodian fees,

- Association membership dues, taxes, interest, insurance payments and
brokerage commissions,

- Fees and expenses of the Trustees who are not affiliated with AFIMS,

- Expenses for proxies, prospectuses, reports to shareholders and other
expenses.

Under the Management Agreement with the Trust, AFIMS has entered into agreements
with investment advisers ("Sub-Advisers") selected by AFIMS and Trustees in
consultation with BARRA RogersCasey, Inc. Under each Sub-Adviser Agreement, the
Sub-Adviser is authorized to engage in portfolio transactions on behalf of the
Fund, subject to the Trustee's instructions. The Sub-Advisers (other than
Allmerica Asset Management, Inc.) are not affiliated with the Company or the
Trust.

FIDELITY VIP

Fidelity VIP, managed by Fidelity Management & Research Company ("FMR"), is an
open-end, diversified, management investment company organized as a
Massachusetts business trust on November 13, 1981, and registered with the SEC
under the 1940 Act. Three of its investment portfolios are available under the
Contract: Fidelity VIP High Income Portfolio, Fidelity VIP Equity-Income
Portfolio, and Fidelity VIP Growth Portfolio.

Various Fidelity companies perform certain activities required to operate
Fidelity VIP. FMR is one of America's largest investment management
organizations, and has its principal business address at 82 Devonshire Street,
Boston, Massachusetts. It is composed of a number of different companies which
provide a

15
<PAGE>
variety of financial services and products. FMR is the original Fidelity
company, founded in 1946. It provides a number of mutual funds and other clients
with investment research and portfolio management services.

T. ROWE PRICE

T. Rowe Price, managed by Rowe Price-Fleming International, Inc.
("Price-Fleming"), is an open-end, diversified, management investment company
organized as a Maryland corporation in 1994 and registered with the SEC under
the 1940 Act. One of its investment portfolios is available under the Contracts:
the T. Rowe Price International Stock Portfolio.

INVESTMENT OBJECTIVES AND POLICIES

A summary of investment objectives of each of the Funds is set forth below. MORE
DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES, RESTRICTIONS AND
RISKS, EXPENSES PAID BY THE FUNDS AND OTHER RELEVANT INFORMATION REGARDING THE
FUNDS MAY BE FOUND IN THEIR RESPECTIVE PROSPECTUSES, WHICH ACCOMPANY THIS
PROSPECTUS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. The Statements of
Additional Information of the Funds are available upon request. There can be no
assurance that the investment objectives of the Funds can be achieved.

SELECT EMERGING MARKETS FUND -- seeks long-term growth of capital by investing
in the world's emerging markets. The Sub-Adviser for the Select Emerging Markets
Fund is Schroder Investment Management North America Inc.

SELECT INTERNATIONAL EQUITY FUND -- seeks maximum long-term total return
(capital appreciation and income) primarily by investing in common stocks of
established non-U.S. companies. The Sub-Adviser for the Select International
Equity Fund is Bank of Ireland Asset Management (U.S.) Limited.

T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO -- seeks long-term growth of capital
through investments primarily in common stocks of established, non-U.S.
companies. The Manager of the Portfolio is Rowe Price-Fleming
International, Inc.

SELECT AGGRESSIVE GROWTH FUND -- seeks above-average capital appreciation by
investing primarily in common stocks of companies that are believed to have
significant potential for capital appreciation. The Sub-Adviser for the Select
Aggressive Growth Fund is Nicholas-Applegate Capital Management, L.P.

SELECT CAPITAL APPRECIATION FUND -- seeks long-term growth of capital.
Realization of income is not a significant investment consideration and any
income realized on the Fund's investments will be incidental to its primary
objective. The Fund will invest primarily in common stock of industries and
companies which are experiencing favorable demand for their products and
services, and which operate in a favorable competitive environment and
regulatory climate. The Sub-Adviser for the Select Capital Appreciation Fund is
T. Rowe Price Associates, Inc.

SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital by investing
primarily in a diversified portfolio of common stocks of small and mid-size
companies, whose securities at the time of purchase are considered by the
Sub-Adviser to be undervalued. The Sub-Adviser for the Select Value Opportunity
Fund is Cramer Rosenthal McGlynn, LLC.

SELECT GROWTH FUND -- seeks to achieve growth of capital by investing in a
diversified portfolio consisting primarily of common stocks selected for their
long-term growth potential. The Sub-Adviser for the Select Growth Fund is Putnam
Investment Management, Inc.

16
<PAGE>

SELECT STRATEGIC GROWTH FUND -- seeks long-term growth of capital by investing
primarily in common stocks of established companies. The Sub-Adviser for the
Select Strategic Growth Fund is TCW Investment Management Company.

FIDELITY VIP GROWTH PORTFOLIO -- seeks to achieve capital appreciation. The
Portfolio normally purchases common stocks, although its investments are not
restricted to any one type of security. Capital appreciation may also be found
in other types of securities, including bonds and preferred stocks.

SELECT GROWTH AND INCOME FUND -- seeks a combination of long-term growth of
capital and current income. The Fund will invest primarily in dividend-paying
common stocks and securities convertible into common stocks. The Sub-Adviser for
the Select Growth and Income Fund is J. P. Morgan Investment Management Inc.

FIDELITY VIP EQUITY-INCOME PORTFOLIO -- seeks reasonable income by investing
primarily in income-producing equity securities. In choosing these securities,
the Portfolio will also consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield on the
securities comprising S&P 500.

FIDELITY VIP HIGH INCOME PORTFOLIO -- seeks to obtain a high level of current
income by investing primarily in high-yielding, lower-rated fixed-income
securities (commonly referred to as "junk bonds"), while also considering growth
of capital. These securities are often considered to be speculative and involve
greater risk of default or price changes than securities assigned a high quality
rating. For more information about these lower-rated securities, see the
Fidelity VIP prospectus.

SELECT INCOME FUND -- seeks a high level of current income. The Fund will invest
primarily in investment grade, fixed-income securities. The Sub-Adviser for the
Select Income Fund is Standish, Ayer & Wood, Inc.

MONEY MARKET FUND -- seeks to obtain maximum current income consistent with the
preservation of capital and liquidity. Allmerica Asset Management, Inc. is the
Sub-Adviser of the Money Market Fund.

CERTAIN UNDERLYING FUNDS HAVE SIMILAR INVESTMENT OBJECTIVES AND/OR POLICIES.
THEREFORE, TO CHOOSE THE SUB-ACCOUNTS WHICH BEST MEET YOUR NEEDS AND OBJECTIVES,
CAREFULLY READ THE PROSPECTUSES OF THE TRUST, FIDELITY VIP AND T. ROWE PRICE,
ALONG WITH THIS PROSPECTUS. IN SOME STATES, INSURANCE REGULATIONS MAY RESTRICT
THE AVAILABILITY OF PARTICULAR SUB-ACCOUNTS.

If required in your state, in the event of a material change in the investment
policy of a Sub-Account or the Underlying Fund in which it invests, you will be
notified of the change. If you have Contract Value in that Sub-Account, the
Company will transfer it without charge on written request within sixty (60)
days of the later of (1) the effective date of such change in the investment
policy, or (2) your receipt of the notice of the right to transfer. You may then
change the percentages of your premium and deduction allocations.

17
<PAGE>

SUBSTITUTION OF SHARES OF THE SELECT INCOME FUND

On January 31, 2000, the Company, First Allmerica (collectively, the
"Companies") and several other applicants filed an application with the
Securities and Exchange Commission in part seeking an order approving the
substitution of shares of the Select Investment Grade Income Fund of Allmerica
Investment Trust for shares of the Select Income Fund. To the extent required by
law, approvals of such substitutions will also be obtained from the state
insurance regulators in certain jurisdictions. The Companies will bear any
expenses in connection with the proposed substitution. Although subject to
change and obtaining necessary regulatory approvals, the Companies are currently
planning to effect the substitution on or about July 1, 2000.

The Select Investment Grade Income Fund seeks as high a level of total return,
which includes capital appreciation as well as income, as is consistent with
prudent investment management. Allmerica Asset Management, Inc. is the
Sub-Adviser of the Select Investment Grade Income Fund. For more information
about the Select Investment Grade Income Fund, see the prospectus of the Trust.

Under the proposed substitution, during the period from February 14, 2000 until
the date the Select Income Fund is replaced by the Select Investment Grade
Income Fund, a Contract owner with value in the Sub-Account investing in the
Select Income Fund may make one transfer of all amounts in that Sub-Account to
and among any of the other Sub-Accounts and the Fixed Account. This transfer of
all amounts from the Sub-Account investing in the Select Income Fund prior to
the substitution date will be free of any transfer charge and will not count as
one of the twelve transfers guaranteed to be free of the transfer charge in each
Contract year. In addition, on the date the proposed substitution is completed,
a Contract Owner that has amounts invested in the Select Investment Grade Income
Fund as a result of the substitution will have a period of 60 days to make one
transfer of all amounts allocated to the Sub-Account investing in the Select
Investment Grade Income Fund to any one or more of the investment options
available under the Contract. This transfer will be free of any transfer charge
and will not count as one of the twelve transfers guaranteed to be free of the
transfer charge in that Contract year. All Contract owners with value in the
affected Sub-Account on the date the substitution is made will receive written
notice that the substitution has been completed.

THE TERMS AND CONDITIONS OF THE PROPOSED SUBSTITUTION ARE SUBJECT TO CHANGE. IN
PARTICULAR, THE TERMS AND CONDITIONS OF ANY SEC EXEMPTION ORDER, IF AND WHEN
GRANTED, MAY REQUIRE CHANGES IN THE PROPOSED SUBSTITUTION.

18
<PAGE>
THE CONTRACT

APPLYING FOR A CONTRACT

Individuals wishing to purchase a Contract must complete an application and
submit it to an authorized representative or to the Company at its Principal
Office. We offer Contracts to applicants 89 years old and under. After receiving
a completed application from a prospective Contract Owner, we will begin
underwriting to decide the insurability of the proposed Insured. We may require
medical examinations and other information before deciding insurability. We
issue a Contract only after underwriting has been completed. We may reject an
application that does not meet our underwriting guidelines.

If a prospective Contract Owner makes the initial payment with the application,
we will provide fixed conditional insurance during underwriting. The conditional
insurance will be based upon Death Benefit Factors shown in the Conditional
Insurance Agreement, up to a maximum of $500,000, depending on Age and
Underwriting Class. This coverage will continue for a maximum of 90 days from
the date of the application or, if required, the completed medical exam. If
death is by suicide, we will return only the payment made.

If you made the initial payment before the date of Issuance and Acceptance, we
will allocate the payment to our Fixed Account within two business days of
receipt of the payment at our Principal Office. IF WE ARE UNABLE TO ISSUE THE
CONTRACT, THE PAYMENT WILL BE RETURNED TO THE CONTRACT OWNER WITHOUT INTEREST.

If your application is approved and the Contract is issued and accepted, we will
allocate your Contract Value on Issuance and Acceptance according to your
instructions. However, if your Contract provides for a full refund of payments
under its "Right to Cancel" provision as required in your state (see THE
CONTRACT -- "Free Look Period," below), we will initially allocate your
Sub-Account investments to the Money Market Fund. We will reallocate all amounts
according to your investment choices no later than the expiration of the right
to cancel period.

If your initial payment is equal to the amount of the Guideline Single Premium,
the Contract will be issued with the Guaranteed Death Benefit Rider at no
additional cost. If the Guaranteed Death Benefit Rider is in effect on the Final
Payment Date, a guaranteed Net Death Benefit will be provided thereafter unless
the Guaranteed Death Benefit Rider is terminated. (See THE CONTRACT -- "Death
Benefit" -- "Guaranteed Death Benefit Rider," below)

FREE LOOK PERIOD

The Contract provides for a free look period under the "Right to Cancel"
provision. You have the right to examine and cancel your Contract by returning
it to us or to one of our representatives on or before the tenth day (or such
later date as required in your state) after you receive the Contract.

If your Contract provides for a full refund under its "Right to Cancel"
provision, the Company will mail a refund to you within seven days. We may delay
a refund of any payment made by check until the check has cleared your bank.

Where required by state law, the refund will be your entire payment. In all
other states, the refund will equal the sum of:

- Amounts allocated to the Fixed Account; PLUS

- The Contract Value in the Variable Account; PLUS

- All fees, charges and taxes which have been imposed.

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<PAGE>
Your refund will be determined as of the Valuation Date that the Contract is
received at our Principal Office.

CONVERSION PRIVILEGE

Within 24 months of the Date of Issue, you can convert your Contract into a
fixed Contract by transferring all Contract Value in the Sub-Accounts to the
Fixed Account. The conversion will take effect at the end of the Valuation
Period in which we receive, at our Principal Office, notice of the conversion
satisfactory to us. There is no charge for this conversion. We will allocate any
future payment(s) to the Fixed Account, unless you instruct us otherwise.

PAYMENTS

The Contracts are designed for a large single payment to be paid by the Contract
Owner on or before the Date of Issue. The minimum initial payment is $25,000.
The initial payment is used to determine the Face Amount. The Face Amount will
be determined by treating the payment as equal to 100% of the Guideline Single
Premium. You may indicate the desired Face Amount on the application. If the
Face Amount specified exceeds 100% of the Guideline Single Premium for the
payment amount, the application will be amended and a Contract with a higher
Face Amount will be issued.

If the Face Amount specified is less than 80% of the Guideline Single Premium
for the payment amount, the application will be amended and a Contract with a
lower Face Amount will be issued. The Contract Owner must agree to any amendment
to the application.

Under our underwriting rules, the Face Amount must be based on 100% of the
Guideline Single Premium to be eligible for simplified underwriting.

Payments are payable to the Company. Payments may be made by mail to our
Principal Office or through our authorized representative. Any additional
payment, after the initial payment, is credited to the Variable Account or Fixed
Account on the date of receipt at the Principal Office.

The Contract limits the ability to make additional payments. However, no
additional payment may be less than $10,000 without our consent. Any additional
payment(s) may not cause total payments to exceed the maximum payment on the
specifications page of your Contract.

Total payments may not exceed the current maximum payment limits under federal
tax law. Where total payments would exceed the current maximum payment limits,
we will only accept that part of a payment that will make total payments equal
the maximum. We will return any part of a payment that is greater than that
amount. However, we will accept a payment needed to prevent Contract lapse
during a Contract year. See CONTRACT TERMINATION AND REINSTATEMENT.

ALLOCATION OF PAYMENTS

In the application for your Contract, you decide the initial allocation of the
payment among the Sub-Accounts and the Fixed Account. You may allocate the
payment to one or more of the Sub-Accounts and/or the Fixed Account. The minimum
amount that you may allocate to a Sub-Account is 1.00% of the payment.
Allocation percentages must be in whole numbers (for example, 33 1/3% may not be
chosen) and must total 100%.

You may change the allocation of any future payment by Written Request or
telephone request. You have the privilege to make telephone requests, unless you
elected not to have the privilege on the application. The policy of the Company
and its representatives and affiliates is that they will not be responsible for
losses resulting from acting on telephone requests reasonably believed to be
genuine. We will use reasonable methods to confirm that instructions
communicated by telephone are genuine; otherwise, the Company may be liable for
any losses from unauthorized or fraudulent instructions. Such procedures may
include, among

20
<PAGE>

other things, requiring some form of personal identification prior to acting
upon instructions received by telephone. All telephone requests are tape
recorded. An allocation change will take effect on the date of receipt of the
notice at the Principal Office. No charge is currently imposed for changing
payment allocation instructions. We reserve the right to impose a charge in the
future, but guarantee that the charge will not exceed $25.

The Contract Value in the Sub-Accounts will vary with investment experience. You
bear this investment risk. Investment performance may also affect the Death
Benefit. Review your allocations of Contract Value as market conditions and your
financial planning needs change.

TRANSFER PRIVILEGE

At any time prior to the election of a Payment Option, subject to our then
current rules, you may transfer amounts among the Sub-Accounts or between a
Sub-Account and the Fixed Account. (You may not transfer that portion of the
Contract Value held in the Fixed Account that secures a Contract loan.)

We will make transfers at your Written Request or telephone request, as
described in THE CONTRACT -- "Allocation of Payments." Transfers are effected at
the value next computed after receipt of the transfer order.

The first 12 transfers in a Contract year are free. After that, we may deduct a
transfer charge not to exceed $25 from amounts transferred in that Contract
year.

Transfers to and from the Fixed Account are currently permitted only if:

- - There has been at least a ninety (90) day period since the last transfer from
the Fixed Account; and

- - The amount transferred from the Fixed Account in each transfer does not exceed
the lesser of $100,000 or 25% of the Contract Value under the Contract.

DOLLAR-COST AVERAGING OPTION AND AUTOMATIC REBALANCING OPTION

You may have automatic transfers of at least $100 made on a periodic basis:

- - from the Fixed Account or the Sub-Accounts which invests in the Money Market
Fund or the Select Income Fund of the Trust to one or more of the other
Sub-Accounts ("Dollar-Cost Averaging Option"), or

- - to reallocate Contract Value among the Sub-Accounts ("Automatic Rebalancing
Option").

Automatic transfers may be made every one, three, six or twelve months.
Generally, all transfers will be processed on the 15th of each scheduled month.
If the 15th is not a business day, however, or is the Monthly Processing Date,
the automatic transfer will be processed on the next business day. The
Dollar-Cost Averaging Option and the Automatic Account Rebalancing Option may
not be in effect at the same time. The Fixed Account is not included in
Automatic Account Rebalancing.

If the Contract Value in the Sub-Account from which the automatic transfer is to
be made is reduced to zero, the automatic transfer option will terminate. The
Contract Owner must reapply for any future automatic transfers.

The first automatic transfer counts as one transfer toward the 12 free transfers
allowed in each Contract year. Each subsequent automatic transfer is free and
does not reduce the remaining number of transfers that are free in a Contract
year. Any transfers made for a conversion privilege, Contract loan or material
change in investment policy will not count toward the 12 free transfers.

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<PAGE>
ASSET ALLOCATION MODEL REALLOCATIONS

If a Contract Owner elects to follow an asset allocation strategy, the Contract
Owner may preauthorize transfers in accordance with the chosen strategy. The
Company may provide administrative or other support services to independent
third parties who 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 allocations recommendations made by such third parties, and is
not responsible for the investment allocations and transfers transacted on the
Contract 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.

TRANSFER PRIVILEGES SUBJECT TO POSSIBLE LIMITS

All of the transfer privileges described above are subject to our consent. We
reserve the right to impose limits on transfers including, but not limited to,
the:

- Minimum amount that may be transferred;

- Minimum amount that may remain in a Sub-Account following a transfer from
that Sub-Account;

- Minimum period between transfers involving the Fixed Account; and

- Maximum amounts that may be transferred from the Fixed Account.

These rules are subject to change by the Company.

SPECIAL TRANSFER PRIVILEGE UNDER PROPOSED SUBSTITUTION

The Company has requested the necessary regulatory approvals to substitute
shares of the Select Investment Grade Income Fund of the Allmerica Investment
Trust for shares of the currently offered Select Income Fund. Subject to
receiving the necessary approvals, this substitution will take place on or about
July 1, 2000. Contract Owners who have amounts invested in the Sub-Account
investing in the Select Income Fund have certain special transfer rights before
and after the proposed substitution is completed. For more information, see
SUBSTITUTION OF SHARES OF THE SELECT INCOME FUND.

DEATH BENEFIT (WITHOUT GUARANTEED DEATH BENEFIT RIDER)

If the Contract is in force on the Insured's death, we will, with due proof of
death, pay the Net Death Benefit to the named Beneficiary. For Second-to-Die
Contracts, the Net Death Benefit is payable on the death of the last surviving
Insured. There is no Death Benefit payable on the death of the first Insured to
die. We will normally pay the Net Death Benefit within seven days of receiving
due proof of the Insured's death, but we may delay payment of Net Death
Benefits. See OTHER CONTRACT PROVISIONS -- "Delay of Payments." The Beneficiary
may receive the Net Death Benefit in a lump sum or under a payment option,
unless the payment option has been restricted by the Contract Owner. See
APPENDIX C -- PAYMENT OPTIONS.

The Death Benefit is the GREATER of the:

- Face Amount OR

- Minimum Sum Insured.

Before the Final Payment Date the Net Death Benefit is:

- The Death Benefit; MINUS

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<PAGE>
- Any Outstanding Loan, rider charges and Monthly Deductions due and unpaid
through the Contract month in which the Insured dies, as well as any
partial withdrawals and surrender charges.

After the Final Payment Date, the Net Death benefit is:

- The Contract Value; MINUS

- Any Outstanding Loan.

GUARANTEED DEATH BENEFIT RIDER (NOT AVAILABLE IN ALL STATES)

If at the time of issue the Contract Owner has made payments equal to 100% of
the Guideline Single Premium, a Guaranteed Death Benefit Rider will be added to
the Contract at no additional charge. The Contract will not lapse while the
Guaranteed Death Benefit Rider is in force. The Death Benefit before the Final
Payment Date will be the greater of the:

- Face Amount OR

- Minimum Sum Insured.

If the Guaranteed Death Benefit Rider is in effect on the Final Payment Date, a
guaranteed Net Death Benefit will be provided thereafter unless the Guaranteed
Death Benefit Rider is terminated, as described below. The guaranteed Net Death
Benefit will be:

- the GREATER of (a) the Face Amount as of the Final Payment Date or
(b) the Contract Value as of the date due proof of death is received by
the Company,

- REDUCED by the Outstanding Loan, if any, through the Contract month in
which the Insured dies.

The Guaranteed Death Benefit Rider will terminate (AND MAY NOT BE REINSTATED) on
the first to occur of the following:

- Foreclosure of the Outstanding Loan, if any; or

- Any Contract change that results in a negative guideline level premium; or

- A request for a partial withdrawal or preferred loan after the Final
Payment Date; or

- Upon your written request.

GUIDELINE MINIMUM SUM INSURED -- The Guideline Minimum Sum Insured is a
percentage of the Contract Value as set forth in APPENDIX A -- GUIDELINE MINIMUM
SUM INSURED TABLE. The Guideline Minimum Sum insured is computed based on
federal tax regulations to ensure that the Contract qualifies as a life
insurance Contract and that the insurance proceeds will be excluded from the
gross income of the Beneficiary. The Guideline Minimum Sum Insured under this
Contract meets or exceeds the IRS Guideline Minimum Sum Insured.

ILLUSTRATION -- In this illustration, assume that the Insured is under the age
of 40, and that there is no Outstanding Loan.

A Contract with a $100,000 Face Amount will have a Death Benefit of $100,000.
However, because the Death Benefit must be equal to or greater than 265% of
Contract Value, if the Contract Value exceeds $37,740 the Death Benefit will
exceed the $100,000 Face Amount. In this example, each dollar of Contract Value
above $37,740 will increase the Death Benefit by $2.65. For example, a Contract
with a Contract Value of $50,000

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<PAGE>
will have a guideline minimum sum insured of $132,500 ($50,000 X 2.65); Contract
Value of $60,000 will produce a guideline minimum sum insured of $159,000
($60,000 X 2.65); and Contract Value of $75,000 will produce a guideline minimum
sum insured of $198,750 ($75,000 X 2.65).

Similarly, if Contract Value exceeds $37,740, each dollar taken out of Contract
Value will reduce the Death Benefit by $2.65. If, for example, the Contract
Value is reduced from $60,000 to $50,000 because of partial withdrawals, charges
or negative investment performance, the Death Benefit will be reduced from
$159,000 to $132,500. If, however, the Contract Value multiplied by the
applicable percentage from the table in Appendix A is less than the Face Amount,
the Death Benefit will equal the Face Amount.

The applicable percentage becomes lower as the Insured's age increases. If the
Insured's age in the above example were, for example, 50 (rather than between
zero and 40), the applicable percentage would be 200%. The Death Benefit would
not exceed the $100,000 Face Amount unless the Contract Value exceeded $50,000
(rather than $37,740), and each dollar then added to or taken from Contract
Value would change the Death Benefit by $2.00.

CONTRACT VALUE

The Contract Value is the total value of your Contract. It is the SUM of:

- Your accumulation in the Fixed Account; PLUS

- The value of your Units in the Sub-Accounts.

There is no guaranteed minimum Contract Value. The Contract Value on any date
depends on variables that cannot be predetermined.

Your Contract Value is affected by the:

- Amount of your payment(s);

- Interest credited in the Fixed Account;

- Investment performance of the Funds you select;

- Partial withdrawals;

- Loans, loan repayments and loan interest paid or credited; and

- Charges and deductions under the Contract.

COMPUTING CONTRACT VALUE -- We compute the Contract Value on the Date of Issue
and on each Valuation Date. On the Date of Issue, the Contract Value is:

- Your payment plus any interest earned during the underwriting period it
was allocated to the Fixed Account (see THE CONTRACT -- "Applying for a
Contract"); MINUS

- The Monthly Deductions due.

On each Valuation Date after the Date of Issue, the Contract Value is the SUM
of:

- Accumulations in the Fixed Account; PLUS

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<PAGE>
- The SUM of the PRODUCTS of:

- The number of Units in each Sub-Account; TIMES

- The value of a Unit in each Sub-Account on the Valuation Date.

THE UNIT -- We allocate each payment to the Sub-Accounts you selected. We credit
allocations to the Sub-Accounts as Units. Units are credited separately for each
Sub-Account.

The number of Units of each Sub-Account credited to the Contract is the QUOTIENT
of:

- That part of the payment allocated to the Sub-Account; DIVIDED by

- The dollar value of a Unit on the Valuation Date the payment is received
at our Principal Office.

The number of Units will remain fixed unless changed by a split of Unit value,
transfer, loan, partial withdrawal or surrender. Also, Monthly Deductions taken
from a Sub-Account will result in cancellation of Units equal in value to the
amount deducted.

The dollar value of a Unit of a Sub-Account varies from Valuation Date to
Valuation Date based on the investment experience of that Sub-Account. This
investment experience reflects the investment performance, expenses and charges
of the Fund in which the Sub-Account invests. The value of each Unit was set at
$1.00 on the first Valuation Date of each Sub-Account.

The value of a Unit on any Valuation Date is the PRODUCT of:

- The dollar value of the Unit on the preceding Valuation Date; TIMES

- The Net Investment Factor.

NET INVESTMENT FACTOR -- The net investment factor measures the investment
performance of a Sub-Account during the Valuation Period just ended. The net
investment factor for each Sub-Account is the result of:

- The net asset value per share of a Fund held in the Sub-Account determined
at the end of the current Valuation Period; PLUS

- The per share amount of any dividend or capital gain distributions made by
the Fund on shares in the Sub-Account if the "ex-dividend" date occurs
during the current Valuation Period; DIVIDED BY

- The net asset value per share of a Fund share held in the Sub-Account
determined as of the end of the immediately preceding Valuation Period;
MINUS

- The mortality and expense risk charge for each day in the Valuation
Period, currently at an annual rate of 0.90% of the daily net asset value
of that Sub-Account.

The net investment factor may be greater or less than one.

PAYMENT OPTIONS

The Net Death Benefit payable may be paid in a single sum or under one or more
of the payment options then offered by the Company. See APPENDIX C -- PAYMENT
OPTIONS. These payment options also are available at the Final Payment Date or
if the Contract is surrendered. If no election is made, we will pay the Net
Death Benefit in a single sum.

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<PAGE>
OPTIONAL INSURANCE BENEFITS

You may add an optional insurance benefit to the Contract by rider, as described
in APPENDIX B -- OPTIONAL INSURANCE BENEFITS.

SURRENDER

You may surrender the Contract and receive its Surrender Value. The Surrender
Value is:

- The Contract Value, MINUS

- Any Outstanding Loan and surrender charges.

We will compute the Surrender Value on the Valuation Date on which we receive
the Contract with a Written Request for surrender. We will deduct a surrender
charge if you surrender the Contract within 10 full Contract years of the Date
of Issue. See CHARGES AND DEDUCTIONS -- "Surrender Charge."

The Surrender Value may be paid in a lump sum or under a payment option then
offered by us. See APPENDIX C -- PAYMENT OPTIONS. We will normally pay the
Surrender Value within seven days following our receipt of Written Request. We
may delay benefit payments under the circumstances described in OTHER CONTRACT
PROVISIONS -- "Delay of Payments."

For important tax consequences of a surrender, see FEDERAL TAX CONSIDERATIONS.

PARTIAL WITHDRAWAL

You may withdraw part of the Contract Value of your Contract on Written Request.
Your Written Request must state the dollar amount you wish to receive. You may
allocate the amount withdrawn among the Sub-Accounts and the Fixed Account. If
you do not provide allocation instructions, we will make a Pro-rata Allocation.
Each partial withdrawal must be at least $1,000. We will not allow a partial
withdrawal if it would reduce the Contract Value below $25,000. The Face Amount
is reduced proportionately based on the ratio of the amount of the partial
withdrawal and charges to the Contract Value on the date of withdrawal.

On a partial withdrawal from a Sub-Account, we will cancel the number of Units
equal in value to the amount withdrawn. The amount withdrawn will be the amount
you requested plus the partial withdrawal transaction fee and any applicable
surrender fee. See CHARGES AND DEDUCTIONS -- "Surrender Charge." We will
normally pay the partial withdrawal within seven days following our receipt of
the written request. We may delay payment as described in OTHER CONTRACT
PROVISIONS -- "Delay of Payments."

For important tax consequences of partial withdrawals, see FEDERAL TAX
CONSIDERATIONS.

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<PAGE>
CHARGES AND DEDUCTIONS

The following charges will apply to your Contract under the circumstances
described. Some of these charges apply throughout the Contract's duration.

No surrender charges are imposed, and no commissions are paid where the Insured
as of the date of application is within the following class of individuals:

- - All employees of First Allmerica and its affiliates and subsidiaries located
at First Allmerica's home office (or at off-site locations if such employees
are on First Allmerica's home office payroll); all Directors of First
Allmerica and its affiliates and subsidiaries, all employees and registered
representatives of any broker-dealer that has entered into a sales agreement
with us or Allmerica Investments, Inc. to sell the Contracts and any spouses
or children of the above persons. However, such Insured will be subject to the
Distribution Expense Charge.

MONTHLY DEDUCTIONS

On the Monthly Processing Date, the Company will deduct an amount to cover
charges and expenses incurred in connection with the Contract. This Monthly
Deduction will be deducted by subtracting values from the Fixed Account
accumulation and/or canceling Units from each applicable Sub-Account in the
ratio that the Contract Value in the Sub-Account bears to the Contract Value.
The amount of the Monthly Deduction will vary from month to month. If the
Contract Value is not sufficient to cover the Monthly Deduction which is due,
the Contract may lapse. (See CONTRACT TERMINATION AND REINSTATEMENT.) The
Monthly Deduction is comprised of the following charges:

- - MAINTENANCE FEE: The Company will make a deduction of $2.50 from any Contract
with less than $100 in Contract Value to cover charges and expenses incurred
in connection with the Contract. This charge is to reimburse the Company for
expenses related to issuance and maintenance of the Contract. The Company does
not intend to profit from this charge.

- - ADMINISTRATION CHARGE: The Company imposes a monthly charge at an annual rate
of 0.20% of the Contract Value. This charge is to reimburse us for
administrative expenses incurred in the administration of the Contract. It is
not expected to be a source of profit.

- - MONTHLY INSURANCE PROTECTION CHARGE: Immediately after the Contract is issued,
the Death Benefit will be greater than the payment. While the Contract is in
force, prior to the Final Payment Date, the Death Benefit will generally be
greater than the Contract Value. To enable us to pay this excess of the Death
Benefit over the Contract Value, a monthly cost of insurance charge is
deducted. This charge varies depending on the type of Contract and the
Underwriting Class. In no event will the current deduction for the cost of
insurance exceed the guaranteed maximum insurance protection rates set forth
in the Contract. These guaranteed rates are based on the Commissioners 1980
Standard Ordinary Mortality Tables, Tobacco User or Non-Tobacco User
(Mortality Table B for unisex Contracts and Mortality Table D for Second-to-
Die Contracts) and the Insured's sex and Age. The Tables used for this purpose
set forth different mortality estimates for males and females and for tobacco
user and non-tobacco user. Any change in the insurance protection rates will
apply to all Insureds of the same Age, sex and Underwriting Class whose
Contracts have been in force for the same period.

The Underwriting Class of an Insured will affect the insurance protection
rate. We currently place Insureds into standard Underwriting Classes and
non-standard Underwriting Classes. The Underwriting Classes are also divided
into two categories: tobacco user and non-tobacco user. We will place Insureds
under the age of 18 at the Date of Issue in a standard or non-standard
Underwriting Class. We will then classify the Insured as a non-tobacco user.

- - DISTRIBUTION EXPENSE: During the first ten Contract years, we make a monthly
deduction to compensate for a portion of the sales expenses which are incurred
by us with respect to the Contracts. This charge is equal to an annual rate of
0.90% of the Contract Value.

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<PAGE>
- - FEDERAL AND STATE PAYMENT TAX CHARGE: During the first Contract year, we make
a monthly deduction to partially compensate the Company for the increase in
federal tax liability from the application of Section 848 of the Internal
Revenue Code and to offset a portion of the average premium tax the Company is
expected to pay to various state and local jurisdictions. This charge is equal
to an annual rate of 1.50% of the Contract Value. Premium taxes vary from
state to state, ranging from zero to 5%. The deduction may be higher or lower
than the actual premium tax imposed by the applicable jurisdiction, and is
made whether or not any premium tax applies. The Company does not intend to
profit from the premium tax portion of this charge.

- - DAILY DEDUCTIONS: We assess each Sub-Account with a charge for mortality and
expense risks we assume. Fund expenses are also reflected in the Variable
Account.

- - MORTALITY AND EXPENSE RISK CHARGE: We impose a daily charge at a current
annual rate of 0.90% of the average daily net asset value of each Sub-Account.
This charge compensates us for assuming mortality and expense risks for
variable interests in the Contracts.

The mortality risk we assume is that Insureds may live for a shorter time than
anticipated. If this happens, we will pay more Net Death Benefits than
anticipated. The expense risk we assume is that the expenses incurred in
issuing and administering the Contracts will exceed those compensated by the
maintenance fee and administration charges in the Contracts. If the charge for
mortality and expense risks is not sufficient to cover mortality experience
and expenses, we will absorb the losses. If the charge turns out to be higher
than mortality and expense risk expenses, the difference will be a profit to
us. If the charge provides us with a profit, the profit will be available for
our use to pay distribution, sales and other expenses.

- - FUND EXPENSES: The value of the Units of the Sub-Accounts will reflect the
investment advisory fee and other expenses of the Funds whose shares the
Sub-Accounts purchase. The prospectuses and statements of additional
information of the Funds contain more information concerning the fees and
expenses.

No charges are currently made against the Sub-Accounts for federal or state
income taxes. Should income taxes be imposed, we may make deductions from the
Sub-Accounts to pay the taxes. See FEDERAL TAX CONSIDERATIONS.

SURRENDER CHARGE

A contingent surrender charge is deducted from Contract Value in the case of
surrender and/or a partial withdrawal for up to 10 years from Date of Issue of
the Contract. The payments you make for the Contract are the maximum amount
subject to a surrender charge. Certain withdrawals may be made without surrender
charges, but any part of a withdrawal that is assessed a surrender charge
reduces the remaining payments that will be subject to a surrender charge in the
future.

In any Contract year, you may withdraw, without a surrender charge, up to:

- 10% of the Contract Value at the time of the withdrawal, MINUS

- The total of any prior free withdrawals in the same Contract year ("Free
10% Withdrawal.")

The 10% Free Withdrawal amount applies to both partial withdrawals and a full
surrender of the Contract.

We will apply a surrender charge only to the amount by which your requested
withdrawal exceeds the remaining 10% Free Withdrawal amount for that Contract
year. This excess withdrawal amount, which is subject to a surrender charge
based on the table below, reduces the remaining amount of your payments that
will be subject to a surrender charge in the future. If the amount of the
remaining payments that are subject to a surrender charge is reduced to zero, we
will no longer assess a surrender charge, even if the surrender or partial
withdrawal is within 10 years of the Contract's Date of Issue. During the first
Contract year, the surrender charge could be as much as 10% of your purchase
payments. See the EXAMPLES, below.

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<PAGE>
The surrender charge applicable to the excess withdrawal amount will depend upon
the number of years that the Contract has been in force, based on the following
schedule:

<TABLE>
<CAPTION>
Contract Year* 1 2 3 4 5 6 7 8 9 10+
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Surrender Charge 10.00% 9.25% 8.50% 7.75% 7.00% 6.25% 4.75% 3.25% 1.50% 0%
</TABLE>

* For a Contract that lapses and reinstates, see CONTRACT TERMINATION AND
REINSTATEMENT.

The amount withdrawn from Contract Value equals the amount you request plus the
contingent surrender charge and the partial withdrawal transaction fee
(described below).

The right to make the Free 10% Withdrawal is not cumulative from Contract year
to Contract year. For example, if you withdraw only 8% of Contract Value in the
second Contract year, the amount you could withdraw in future Contract years
would not be increased by the amount you did not withdraw in the second Contract
year.

PARTIAL WITHDRAWAL TRANSACTION FEE

For each partial withdrawal (including a Free 10% Withdrawal), we deduct a
transaction fee of 2.0% of the amount withdrawn, not to exceed $25. This fee is
intended to reimburse us for the cost of processing the partial withdrawal. The
transaction fee applies to all partial withdrawals, including a Withdrawal
without a surrender charge (described below).

EXAMPLES

In each example below, it is assumed that you have not taken any loans from the
Contract.

EXAMPLE 1. Assume that you made an initial payment of $100,000 to the Contract,
and that the Contract Value is $120,000 when you request a full surrender of the
Contract eight months later. The amount of the Free 10% Withdrawal is $12,000
(10% of Contract Value). The amount of the Contract Value that is subject to a
surrender charge is $108,000 (the $120,000 Contract Value minus the Free 10%
Withdrawal of $12,000). However, the amount of the surrender charge is capped at
$10,000 (the first year surrender charge of 10% times your $100,000 payment to
the Contract). The Surrender Value is $110,000 (the Contract Value of $120,000
minus the surrender charge of $10,000).

EXAMPLE 2. Assume that you made an initial payment of $100,000 for the Contract,
and that you request a partial withdrawal of $15,000 at the beginning of the
fifth Contract year when the Contract Value is $130,000. The amount of the Free
10% Withdrawal is $13,000 (10% of the Contract Value). The amount of the partial
withdrawal that is subject to a surrender charge is $2,000 (the $15,000 you
requested minus the Free 10% Withdrawal of $13,000). The amount of the surrender
charge is $140 ($2,000 times the 7.00% surrender charge applicable in the fifth
Contract year). The remaining Contract Value is $114,835 (the $130,000 Contract
Value at the time of the withdrawal minus the $15,000 you requested, the $140
surrender charge, and the $25 partial withdrawal transaction fee). The amount of
the Contract Value that is subject to a surrender charge is $98,000 (your
$100,000 initial payment minus the $2,000 that was subject to the surrender
charge).

Assume that, later in the same year, your Contract Value has grown to $150,000
and you make a request for a partial withdrawal of $10,000. The amount of the
Free 10% Withdrawal is $2,000 (the $15,000 that is 10% of Contract Value at the
time of withdrawal minus the prior Free 10% Withdrawal in that year of $13,000).
The amount of the withdrawal that is subject to a surrender charge is $8,000
(the $10,000 you requested minus the current Free 10% Withdrawal of $2,000). The
amount of the surrender charge is $560 ($8,000 times the 7.00% surrender charge
applicable in the fifth Contract year). The remaining Contract Value is $139,415
(the $150,000 Contract Value at the time of the withdrawal minus the $10,000 you
requested, the $560 surrender charge, and the $25 partial withdrawal transaction
fee). The amount of the Contract Value that is subject to a

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<PAGE>
surrender charge is now $90,000 (the $98,000 of the initial payment that was
still subject to a surrender charge after the first withdrawal minus the $8,000
that is subject to the surrender charge at the second withdrawal).

TRANSFER CHARGES

The first 12 transfers in a Contract year are free. After that, we may deduct a
transfer charge not to exceed $25 from amounts transferred in that Contract
year. This charge reimburses us for the administrative costs of processing the
transfer.

If you apply for automatic transfers, the first automatic transfer counts as one
transfer. Each future automatic transfer is without charge and does not reduce
the remaining number of transfers that may be made without charge in that
Contract year or in later Contract years. However, if you change your
instructions for automatic transfers, the first automatic transfer thereafter
will count as one transfer.

Each of the following transfers of Contract Value from the Sub-Accounts to the
Fixed Account is free and does not count as one of the 12 free transfers in a
Contract year:

- A conversion within the first 24 months from Date of Issue;

- A transfer to the Fixed Account to secure a loan; and

- A transfer from the Fixed Account as a result of a loan repayment.

CONTRACT LOANS

You may borrow money secured by your Contract Value, both during and after the
first Contract year. The total amount you may borrow is the Loan Value. The Loan
Value is 90% of the Surrender Value. Contract Value equal to the Outstanding
Loan will earn monthly interest in the Fixed Account at an annual rate of at
least 4.0%.

The minimum loan amount is $1,000. The maximum loan is the Loan Value minus any
Outstanding Loan. We will usually pay the loan within seven days after we
receive the Written Request. We may delay the payment of loans as stated in
OTHER CONTRACT PROVISIONS -- "Delay of Payments."

We will allocate the loan among the Sub-Accounts and the Fixed Account according
to your instructions. If you do not make an allocation, we will make a Pro-rata
Allocation. We will transfer Contract Value in each Sub-Account equal to the
Contract loan to the Fixed Account. We will not count this transfer as a
transfer subject to the transfer charge.

PREFERRED LOAN OPTION

Any portion of the Outstanding Loan that represents earnings in this Contract, a
loan from an exchanged life insurance policy that was as carried over to this
Contract or the gain in the exchanged life insurance policy that was carried
over to this Contract may be treated as a preferred loan. You may change a
preferred loan to a non-preferred loan at any time upon written request. The
available percentage of the gain carried over from an

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<PAGE>

exchanged policy less any policy loan carried over which will be eligible for
preferred loan treatment is as follows:

<TABLE>
<CAPTION>
Beginning of 1 2 3 4 5 6 7 8 9 10 11
Contract Year - - - - - - - - - -- --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unloaned Gain 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Available
</TABLE>

The guaranteed annual interest rate credited to the Contract Value securing a
preferred loan will be at least 5.5%.

There is some uncertainty as to the tax treatment of a preferred loan, which may
be treated as a taxable withdrawal from the Contract. Consult a qualified tax
adviser (and see FEDERAL TAX CONSIDERATIONS).

LOAN INTEREST CHARGED

Interest accrues daily at the annual rate of 6.0%. Interest is due and payable
in arrears at the end of each Contract year or for as short a period as the loan
may exist. Interest not paid when due will be added to the Outstanding Loan by
transferring Contract Value equal to the interest due to the Fixed Account. The
interest due will bear interest at the same rate.

REPAYMENT OF OUTSTANDING LOAN

You may pay any loans before Contract lapse. We will allocate that part of the
Contract Value in the Fixed Account that secured a repaid loan to the
Sub-Accounts and Fixed Account according to your instructions. If you do not
make a repayment allocation, we will allocate Contract Value according to your
most recent payment allocation instructions. However, loan repayments allocated
to the Variable Account cannot exceed Contract Value previously transferred from
the Variable Account to secure the outstanding loan.

If the Outstanding Loan exceeds the Contract Value less the surrender charge,
the Contract will terminate. We will mail a notice of termination to the last
known address of you and any assignee. If you do not make sufficient payment
within 62 days after this notice is mailed, the Contract will terminate with no
value. See CONTRACT TERMINATION AND REINSTATEMENT.

EFFECT OF CONTRACT LOANS

Contract loans will permanently affect the Contract Value and Surrender Value,
and may permanently affect the Death Benefit. The effect could be favorable or
unfavorable, depending on whether the investment performance of the Sub-Accounts
is less than or greater than the interest credited to the Contract Value in the
Fixed Account that secures the loan. We will deduct any Outstanding Loan from
the proceeds payable when the Insured dies or from a surrender.

31
<PAGE>
CONTRACT TERMINATION AND REINSTATEMENT

TERMINATION

Unless the Guaranteed Death Benefit Rider is in effect, the Contract will
terminate if on a Monthly Processing Date the Surrender Value is less than $0
(zero.) If this situation occurs, the Contract will be in default. You will then
have a grace period of 62 days, measured from the date of default, to make a
payment sufficient to prevent termination. On the date of default, we will send
a notice to you and to any assignee of record. The notice will state the payment
due and the date by which it must be paid. Failure to make a sufficient payment
within the grace period will result in the Contract terminating without value.
If the Insured dies during the grace period, we will deduct from the Net Death
Benefit any overdue charges. See THE CONTRACT -- "Guaranteed Death Benefit
Rider."

REINSTATEMENT

A terminated Contract may be reinstated within three years of the date of
default and before the Final Payment Date. The reinstatement takes effect on the
Monthly Processing Date following the date you submit to us:

- Written application for reinstatement;

- Evidence of Insurability showing that the Insured is insurable according
to our current underwriting rules;

- A payment that is large enough to cover the cost of all Contract charges
that were due and unpaid during the grace period;

- A payment that is large enough to keep the Contract in force for three
months; and

- A payment or reinstatement of any loan against the Contract that existed
at the end of the grace period.

Contracts which have been surrendered may not be reinstated. The Guaranteed
Death Benefit Rider may not be reinstated.

SURRENDER CHARGE -- For the purpose of measuring the surrender charge period,
the Contract will be reinstated as of the date of default. The surrender charge
on the date of reinstatement is the surrender charge that would have been in
effect on the date of default.

CONTRACT VALUE ON REINSTATEMENT -- The Contract Value on the date of
reinstatement is:

- The payment made to reinstate the Contract and interest earned from the
date the payment was received at our Principal Office; PLUS

- The Contract Value less any Outstanding Loan on the date of default; MINUS

- The Monthly Deductions due on the date of reinstatement.

You may reinstate any Outstanding Loan.

32
<PAGE>
OTHER CONTRACT PROVISIONS

CONTRACT OWNER

The Contract Owner named on the specifications page of the Contract is the
Insured unless another Contract Owner has been named in the application. As
Contract Owner, you are entitled to exercise all rights under your Contract
while the Insured is alive, with the consent of any irrevocable Beneficiary.

BENEFICIARY

The Beneficiary is the person or persons to whom the Net Death Benefit is
payable on the Insured's death. Unless otherwise stated in the Contract, the
Beneficiary has no rights in the Contract before the Insured dies. While the
Insured is alive, you may change the Beneficiary, unless you have declared the
Beneficiary to be irrevocable. If no Beneficiary is alive when the Insured dies,
the Contract Owner (or the Contract Owner's estate) will be the Beneficiary. If
more than one Beneficiary is alive when the Insured dies, we will pay each
Beneficiary in equal shares, unless you have chosen otherwise. Where there is
more than one Beneficiary, the interest of a Beneficiary who dies before the
Insured will pass to surviving Beneficiaries proportionally, unless the Contract
Owner has requested otherwise.

ASSIGNMENT

You may assign a Contract as collateral or make an absolute assignment. All
Contract rights will be transferred to the assignee's interest. The consent of
the assignee may be required to make changes in payment allocations, make
transfers or to exercise other rights under the Contract. We are not bound by an
assignment or release thereof, unless it is in writing and recorded at our
Principal Office. When recorded, the assignment will take effect on the date the
Written Request was signed. Any rights the assignment creates will be subject to
any payments we made or actions we took before the assignment is recorded. We
are not responsible for determining the validity of any assignment or release.

THE FOLLOWING CONTRACT PROVISIONS MAY VARY BY STATE.

LIMIT ON RIGHT TO CHALLENGE THE CONTRACT

We cannot challenge the validity of your Contract if the Insured was alive after
the Contract had been in force for two years from the Date of Issue.

SUICIDE

The Net Death Benefit will not be paid if the Insured commits suicide within two
years from the Date of Issue. Instead, we will pay the Beneficiary all payments
made for the Contract, without interest, less any Outstanding Loan and partial
withdrawals.

MISSTATEMENT OF AGE OR SEX

If the Insured's Age or sex is not correctly stated in the Contract application,
we will adjust the Death Benefit and the Face Amount under the Contract to
reflect the correct Age and sex. The adjustment will be based upon the ratio of
the maximum payment for the Contract to the maximum payment for the Contract
issued for the correct Age or sex. We will not reduce the Death Benefit to less
than the Guideline Minimum Sum Insured. For a unisex Contract, there is no
adjusted benefit for misstatement of sex.

33
<PAGE>
DELAY OF PAYMENTS

We may delay paying any amounts derived from a payment you made by check until
the check has cleared your bank. Amounts payable from the Variable Account for
surrender, partial withdrawals, Net Death Benefit, Contract loans and transfers
may be postponed whenever:

- The New York Stock Exchange is closed other than customary weekend and
holiday closings;

- The SEC restricts trading on the New York Stock Exchange; or

- The SEC determines an emergency exists, so that disposal of securities is
not reasonably practicable or it is not reasonably practicable to compute
the value of the Variable Account's net assets.

We reserve the right to defer amounts payable from the Fixed Account. This delay
may not exceed six months. However, if payment is delayed for 30 days or more,
we will pay interest at least equal to an effective annual yield of 3.0% per
year for the deferment. Amounts from the Fixed Account used to make payments on
Contracts that we or our affiliates issue will not be delayed.

FEDERAL TAX CONSIDERATIONS

The following summary of federal tax considerations is based on our
understanding of the present federal income tax laws as they are currently
interpreted. Legislation may be proposed which, if passed, could adversely and
possibly retroactively affect the taxation of the Contracts. This summary is not
exhaustive, does not purport to cover all situations, and is not intended as tax
advice. We do not address tax provisions that may apply if the Contract Owner is
a corporation or the Trustee of an employee benefit plan. You should consult a
qualified tax adviser to apply the law to your circumstances.

THE COMPANY AND THE VARIABLE ACCOUNT

The Company is taxed as a life insurance company under Subchapter L of the
Internal Revenue Code. We file a consolidated tax return with our parent and
affiliates. We do not currently charge for any income tax on the earnings or
realized capital gains in the Variable Account. We do not currently charge for
federal income taxes with respect to the Variable Account. A charge may apply in
the future for any federal income taxes we incur. The charge may become
necessary, for example, if there is a change in our tax status. Any charge would
be designed to cover the federal income taxes on the investment results of the
Variable Account.

Under current laws, the Company may incur state and local taxes besides premium
taxes. These taxes are not currently significant. If there is a material change
in these taxes affecting the Variable Account, we may charge for taxes paid or
for tax reserves.

TAXATION OF THE CONTRACTS

We believe that the Contracts described in this prospectus are life insurance
contracts under Section 7702 of the Code. Section 7702 affects the taxation of
life insurance contracts and places limits on the total amount of premiums and
on the relationship of the Contract Value to the Death Benefit. So long as the
Contracts are life insurance contracts, the Net Death Benefit of the Contract is
excludable from the gross income of the Beneficiary. Also, any increase in
Contract Value is not taxable until received by you or your designee. Although
the Company believes the Contracts are in compliance with Section 7702 of the
Code, the manner in which Section 7702 should be applied to a last survivorship
life insurance contract is not directly addressed by Section 7702. In absence of
final regulations or other guidance issued under Section 7702, there is
necessarily some uncertainty whether a Contract will meet the Section 7702
definition of a life insurance Contract. This is true particularly if the
Contract Owner pays the full amount of payments permitted under the Contract. A
Contract Owner contemplating the payment of such amounts should do so only after
consulting a tax advisor.

34
<PAGE>

If a Contract were determined not to be a life insurance contract under Section
7702, it would not have most of the tax advantages normally provided by a life
insurance contract.

MODIFIED ENDOWMENT CONTRACTS

A life insurance contract is treated as a "modified endowment contract" under
Section 7702A of the Code if it meets the definition of life insurance in
Section 7702 but fails the "seven-pay test" of Section 7702A. The seven-pay test
provides that payments cannot be paid at a rate more rapidly than allowed by the
payment of seven annual payments using specified computational rules provided in
Section 7702A. In addition, if benefits are reduced at anytime during the life
of the Contract, there may be adverse tax consequences. Please consult your tax
adviser.

If the Contract is considered a modified endowment contract, distributions
(including Contract loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-first" basis and includible in gross income to the extent
that the Surrender Value exceeds the Contract Owner's investment in the
Contract. Any other amounts will be treated as a return of capital up to the
Contract Owner's basis in the Contract. A 10% additional tax is imposed on that
part of any distribution that is includible in income, unless the distribution
is:

- Made after the taxpayer becomes disabled;

- Made after the taxpayer attains age 59 1/2 ; OR

- Part of a series of substantially equal periodic payments for the
taxpayer's life or life expectancy or joint life expectancies of the
taxpayer and beneficiary.

The Company has designed this Contract to meet the definition of a modified
endowment contract.

Any contract received in exchange for a modified endowment contract will also be
a modified endowment contract. However, an exchange under Section 1035 of the
Code of (1) a life insurance contract entered into before June 21, 1988 or
(2) a life insurance contract that is not itself a modified endowment contract,
will not cause the new Contract to be treated as a modified endowment contract
if no additional payments are paid and there is no increase in the death benefit
as a result of the exchange.

All modified endowment contracts issued by the same insurance company to the
same Contract Owner during any calendar period will be treated as a single
modified endowment contract in computing taxable distributions.

CONTRACT LOANS

Consumer interest paid on Contract loans under an individually owned Contract is
not tax deductible. A business may deduct interest on loans up to $50,000
subject to a prescribed maximum amount, provided that the Insured is a "key
person" of that business. The Code defines "key person" to mean an officer or a
20% owner.

Federal tax law requires that the investment of each Sub-Account funding the
Contracts be adequately diversified according to Treasury regulations. Although
we do not have control over the investments of the Funds, we believe that the
Funds currently meet the Treasury's diversification requirements. We will
monitor continued compliance with these requirements.

The Treasury Department has announced that previous regulations on
diversification do not provide guidance concerning the extent to which Contract
Owners may direct their investments to divisions of a separate investment
account. Regulations may provide guidance in the future. You may convert your
preferred loan to a non-preferred loan. However, it is possible that,
notwithstanding the conversion, some or all of the loan could

35
<PAGE>

be treated as a taxable withdrawal from the Contract. The Contracts or our
administrative rules may be modified as necessary to prevent a Contract Owner
from being considered the owner of the assets of the Variable Account.

VOTING RIGHTS

Where the law requires, we will vote Fund shares that each Sub-Account holds
according to instructions received from Contract Owners with Contract Value in
the Sub-Account. If, under the 1940 Act or its rules, we may vote shares in our
own right, whether or not the shares relate to the Contracts, we reserve the
right to do so.

We will provide each person having a voting interest in a Fund with proxy
materials and voting instructions. We will vote shares held in each Sub-Account
for which no timely instructions are received in proportion to all instructions
received for the Sub-Account. We will also vote in the same proportion our
shares held in the Variable Account that do not relate to the Contracts.

We will compute the number of votes that a Contract Owner has the right to
instruct on the record date established for the Fund. This number is the
quotient of:

- Each Contract Owner's Contract Value in the Sub-Account; divided by

- The net asset value of one share in the Fund in which the assets of the
Sub-Account are invested.

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that Fund shares be voted so as
(1) to cause to change in the sub-classification or investment objective of one
or more of the Funds, or (2) to approve or disapprove an investment advisory
contract for the Funds. In addition, we may disregard voting instructions that
are in favor of any change in the investment policies or in any investment
adviser or principal underwriter if the change has been initiated by Contract
Owners or the Trustees. Our disapproval of any such change must be reasonable
and, in the case of a change in investment policies or investment adviser, based
on a good faith determination that such change would be contrary to state law or
otherwise is inappropriate in light of the objectives and purposes of the Funds.
In the event we do disregard voting instructions, a summary of and the reasons
for that action will be included in the next periodic report to Contract Owners.

36
<PAGE>

DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------ ---------------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984)
Director and Assistant Secretary (since 1992) of First
Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate
Vice President and Corporate Controller (since 1998) of First Allmerica
Controller
Mark R. Colborn Director (since 2000) and Vice President (since
Director and Vice President 1992) of First Allmerica.
Mary Eldridge Secretary (since 1999) of First Allmerica;
Secretary Secretary (since 1999) of Allmerica Investments,
Inc.; and Secretary (since 1999) of Allmerica
Financial Investment Management Services, Inc.
J. Kendall Huber Director, Vice President and General Counsel of
Director, Vice President and General First Allmerica (since 2000); Vice President
Counsel (1999) of Promos Hotel Corporation; Vice
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)
Director, Vice President and Chief and Vice President (since 1991) of First
Investment Officer Allmerica; Vice President (since 1998) of
Allmerica Financial Investment Management
Services, Inc.; and President (since 1995) and
Director (since 1996) of Allmerica Asset
Management, Inc.
J. Barry May Director (since 1996) of First Allmerica; Director
Director and President (since 1996) of The Hanover
Insurance Company; and Vice President (1993 to
1996) of The Hanover Insurance Company
James R. McAuliffe Director (since 1996) of First Allmerica; Director
Director (since 1992), President (since 1994) and Chief
Executive Officer (since 1996) of Citizens
Insurance Company of America
Mark C. McGivney Vice President (since 1997) and Treasurer (since
Vice President and Treasurer 2000) of First 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
Director and Chairman of the Board (since 1989) of First Allmerica
Edward J. Parry, III Director and Chief Financial Officer (since 1996),
Director, Vice President Vice President (since 1993), and Treasurer (1993
Chief Financial Officer - 2000) of First Allmerica
Richard M. Reilly Director (since 1996) and Vice President (since
Director, President and Chief 1990) of First Allmerica; President (since 1995)
Executive Officer of Allmerica Financial Life Insurance and Annuity
Company; Director (since 1990) of Allmerica
Investments, Inc.; and Director and President
(since 1998) of Allmerica Financial Investment
Management Services, Inc.
</TABLE>

37
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------ ---------------------------------------------------
<S> <C>
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First
Director Allmerica; 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
Director and Vice President 1990) of First Allmerica; Director (since 1991)
of Allmerica Investments, Inc.; and Director
(since 1991) of Allmerica Financial Investment
Management Services, Inc.
</TABLE>

DISTRIBUTION

Allmerica Investments, Inc., an indirect wholly-owned subsidiary of First
Allmerica, acts as the principal underwriter and general distributor of the
Contracts. Allmerica Investments, Inc. is registered with the SEC as a broker-
dealer and is a member of the National Association of Securities Dealers, Inc.
("NASD"). Broker-dealers sell the Contracts through their registered
representatives who are appointed by us.

The Company pays commissions not to exceed 7.5% of the payment to broker-dealers
which sell the Contracts. Alternative commission schedules are available with
lower initial commission amounts, plus ongoing annual compensation of up to
1.00% of Contract Value. To the extent permitted by NASD rules, overrides and
promotional incentives or payments may also be provided to General Agents,
independent marketing organizations, and broker-dealers based on sales volumes,
the assumption of wholesaling functions or other sales-related criteria. Other
payments may be made for other services that do not directly involve the sale of
the Contracts. These services may include the recruitment and training of
personnel, production of promotional literature, and similar services.

We intend to recoup commissions and other sales expenses through a combination
of the contingent surrender charge, distribution expense charge and investment
earnings on amounts allocated under the Contracts to the Fixed Account in excess
of the interest credited on amounts in the Fixed Account. Commissions paid on
the Contracts, including other incentives or payments, are not charged to
Contract Owners or to the Separate Account.

REPORTS

We will maintain the records for the Variable Account. We will promptly send you
statements of transactions under your Contract, including:

- Payments;

- Transfers among Sub-Accounts and the Fixed Account;

- Partial withdrawals;

- Increases in loan amount or loan repayments;

- Lapse or termination for any reason; and

- Reinstatement.

We will send an annual statement to you that will summarize all of the above
transactions and deductions of charges during the Contract year. It will also
set forth the status of the Death Benefit, Contract Value, Surrender Value,
amounts in the Sub-Accounts and Fixed Account, and any Contract loans. The Owner
should review the information in all statements carefully. All errors or
corrections must reported to the Company immediately to assure proper crediting
to the Contract. The Company will assume that all transactions are accurately
reported on confirmation

38
<PAGE>

statements and quarterly/annual statements unless the Owner notifies the
Principal Office in writing within 30 days after receipt of the statement. We
will send you reports containing financial statements and other information for
the Variable Account and the Funds as the 1940 Act requires.

LEGAL PROCEEDINGS

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right, subject to law, to make additions to, deletions from, or
substitutions for the shares that are held in the Sub-Accounts. We may redeem
the shares of a Fund and substitute shares of another registered open-end
management company, if:

- The shares of the Fund are no longer available for investment; or

- In our judgment further investment in the Fund would be improper based on
the purposes of the Variable Account or the affected Sub-Account.

Where the 1940 Act or other law requires, we will not substitute any shares
respecting a Contract interest in a Sub-Account without notice to Contract
Owners and prior approval of the SEC and state insurance authorities. The
Variable Account may, as the law allows, purchase other securities for other
contracts or allow a conversion between contracts on a Contract Owner's request.

We reserve the right to establish additional Sub-Accounts funded by a new fund
or by another investment company. Subject to law, we may, in our sole
discretion, establish new Sub-Accounts or eliminate one or more Sub-Accounts.

Shares of the Funds are issued to other separate accounts of the Company and its
affiliates that fund variable annuity contracts ("mixed funding"). Shares of the
Funds may also be 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 contract owners or variable
annuity contract owners. The Company and the Funds do not believe that mixed
funding is currently disadvantageous to either variable life insurance contract
owners or variable annuity contract owners. The Company will monitor events to
identify any material conflicts among contract owners because of mixed funding.
If the Company concludes that separate funds should be established for variable
life and variable annuity separate accounts, we will bear the expenses.

We may change the Contract to reflect a substitution or other change and will
notify Contract Owners of the change. Subject to any approvals the law may
require, the Variable Account or any Sub-Accounts may be:

- Operated as a management company under the 1940 Act;

- Deregistered under the 1940 Act if registration is no longer required; or

- Combined with other Sub-Accounts or our other separate accounts.

39
<PAGE>
FURTHER INFORMATION

We have filed a registration statement under the Securities Act of 1933 ("1933
Act") for this offering with the SEC. Under SEC rules and regulations, we have
omitted from this prospectus parts of the registration statement and amendments.
Statements contained in this prospectus are summaries of the Contract and other
legal documents. The complete documents and omitted information may be obtained
from the SEC's principal office in Washington, D.C., on payment of the SEC's
prescribed fees.

MORE INFORMATION ABOUT THE FIXED ACCOUNT

This prospectus serves as a disclosure document only for the aspects of the
Contract relating to the Variable Account. For complete details on the Fixed
Account, read the Contract itself. The Fixed Account and other interests in the
General Account are not regulated under the 1933 Act or the 1940 Act because of
exemption and exclusionary provisions. 1933 Act provisions on the accuracy and
completeness of statements made in prospectuses may apply to information on the
fixed part of the Contract and the Fixed Account. The SEC has not reviewed the
disclosures in this section of the prospectus.

GENERAL DESCRIPTION

You may allocate part or all of your payment to accumulate at a fixed rate of
interest in the Fixed Account. The Fixed Account is a part of our General
Account. The General Account is made up of all of our general assets other than
those allocated to any separate account. Allocations to the Fixed Account become
part of our General Account assets and are used to support insurance and annuity
obligations.

FIXED ACCOUNT INTEREST AND CONTRACT LOANS

We guarantee amounts allocated to the Fixed Account as to principal and a
minimum rate of interest. The minimum interest we will credit on amounts
allocated to the Fixed Account is 4.0% compounded annually. "Excess interest"
may or may not be credited at our sole discretion. We will guarantee initial
rates on amounts allocated to the Fixed Account, either as a payment or a
transfer, to the next Contract anniversary.

Contract loans may also be made from the Contract Value in the Fixed Account. We
will credit that part of the Contract Value that is equal to any Outstanding
Loan with interest at an effective annual yield of at least 4.0% (5.5% for
preferred loans).

We may delay transfers, surrenders, partial withdrawals, Net Death Benefits and
Contract loans up to six months. However, if payment is delayed for 30 days or
more, we will pay interest at least equal to an effective annual yield of 3.0%
per year for the deferment. Amounts from the Fixed Account used to make payments
on Contracts that we or our affiliates issue will not be delayed.

TRANSFERS, SURRENDERS, AND PARTIAL WITHDRAWALS

If a Contract is surrendered or if a partial withdrawal is made, a surrender
charge and/or partial withdrawal charge may be imposed. We deduct partial
withdrawals from Contract Value allocated to the Fixed Account on a last-in/
first out basis. This means that the last payments allocated to Fixed Account
will be withdrawn first.

The first 12 transfers in a Contract year are free. After that, we may deduct a
transfer charge not to exceed $25 for each transfer in that Contract year. The
transfer privilege is subject to our consent and to our then current rules.

40
<PAGE>
INDEPENDENT ACCOUNTANTS

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 Allmerica Select Separate Account III of the Company as of
December 31, 1999 and for the periods indicated, included in this Prospectus
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
Policy.

FINANCIAL STATEMENTS

Financial Statements for the Company are included in this Prospectus, beginning
immediately after the Appendices. The financial statements of the Company should
be considered only as bearing on our ability to meet our obligations under the
Contract. They should not be considered as bearing on the investment performance
of the assets held in the Variable Account.

41
<PAGE>

APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE

The minimum sum insured is a percentage of the Contract Value as set forth
below. The guideline minimum Sum Insured meets or exceeds the Guideline Minimum
Sum Insured according to federal tax regulations.

GUIDELINE MINIMUM SUM INSURED

<TABLE>
<CAPTION>
Age of Insured Percentage of
on Date of Death Contract Value
- ---------------- --------------
<S> <C>
0-40................................................... 265%
45.................................................... 230%
50.................................................... 200%
55.................................................... 165%
60.................................................... 145%
65.................................................... 135%
70.................................................... 130%
71.................................................... 128%
72.................................................... 128%
75.................................................... 128%
80.................................................... 128%
85.................................................... 128%
90.................................................... 128%
91.................................................... 128%
92.................................................... 128%
93.................................................... 128%
94.................................................... 128%
95.................................................... 128%
96.................................................... 121%
97.................................................... 114%
98.................................................... 107%
99.................................................... 100%
</TABLE>

For the ages not listed, the progression between the listed ages is linear.

A-1
<PAGE>
APPENDIX B -- OPTIONAL INSURANCE BENEFITS

This Appendix provides only a summary of other insurance benefits available by
rider. For more information, contact your representative. Certain riders may not
be available in all states.

OPTION TO ACCELERATE BENEFITS (LIVING BENEFITS) RIDER

This rider allows part of the Contract proceeds to be available before death
if the Insured becomes terminally ill or is permanently confined to a
nursing home.

LIFE INSURANCE 1035 EXCHANGE RIDER

This rider provides preferred loan rates to: (a) any outstanding loan
carried over from an exchanged policy, the proceeds of which are applied to
purchase the Contract; and (b) a percentage of the gain under the exchanged
policy, less the outstanding policy loans carried over to the Contract, as
of the date of exchange.

GUARANTEED DEATH BENEFIT RIDER

This rider provides a guaranteed Net Death Benefit which is the greater of
(a) the Face Amount as of the Final Payment Date or (b) the Contract Value
as of the date due proof of death is received by the Company, reduced by the
Outstanding Loan, if any, through the Contract month in which the Insured
dies. If the Contract Owner pays an initial payment equal to the Guideline
Single Premium, the Contract will be issued with the Guaranteed Death
Benefit Rider at no additional charge. The rider may terminate under certain
circumstances.

B-1
<PAGE>
APPENDIX C -- PAYMENT OPTIONS

PAYMENT OPTIONS -- On Written Request, the Surrender Value or all or part of any
payable Net Death Benefit may be paid under one or more payment options then
offered by the Company. If you do not make an election, we will pay the benefits
in a single sum. If a payment option is selected, the Beneficiary may pay to us
any amount that would otherwise be deducted from the Death Benefit. A
certificate will be provided to the payee describing the payment option
selected.

The amounts payable under a payment option are paid from the Fixed Account.
These amounts are not based on the investment experience of the Variable
Account. The amounts payable under these options, for each $1,000 applied, will
be:

- - the rate per $1,000 of benefit based on our non-guaranteed current benefit
option rates for this class of Contracts, or

- - the rate in your Contract for the applicable benefit option, whichever is
greater.

If you choose a benefit option, the Beneficiary may, when filing a proof of
claim, pay us any amount that otherwise would be deducted from the proceeds.

OPTION A: BENEFITS FOR A SPECIFIED NUMBER OF YEARS -- We will make equal
payments for any selected number of years up to 30 years. These payments may be
made annually, semi-annually, quarterly or monthly, whichever you choose.

OPTION B: LIFETIME MONTHLY BENEFIT -- Benefits are based on the age of the
person who receives the money (called the payee) on the date the first payment
will be made. You may choose one of the three following options to specify when
benefits will cease:

- when the payee dies with no further benefits due (Life Annuity);

- when the payee dies but not before the total benefit payments made by us
equals the amount applied under this option (Life Annuity with Installment
Refund); or

- when the payee dies but not before 10 years have elapsed from the date of
the first payment (Life Annuity with payments Guaranteed for 10 years).

OPTION C: INTEREST BENEFITS -- We will pay interest at a rate we determine each
year. It will not be less than 3% per year. We will make payments annually,
semi-annually, quarterly, or monthly, whichever is preferred. These benefits
will stop when the amount left has been withdrawn. If the payee dies, any unpaid
balance plus accrued interest will be paid in a lump sum.

OPTION D: BENEFITS FOR A SPECIFIED AMOUNT -- Interest will be credited to the
unpaid balance and we will make payments until the unpaid balance is gone. We
will credit interest at a rate we determine each year, but not less than 3%. We
will make payments annually, semi-annually, quarterly, or monthly, whichever is
preferred. The benefit level chosen must provide for an annual benefit of at
least 8% of the amount applied.

OPTION E: LIFETIME MONTHLY BENEFITS FOR TWO PAYEES -- We will pay a benefit
jointly to two payees during their joint lifetime. After one payee dies, the
benefits to the survivor will be:

- the same as the original amount, or

- in an amount equal to 2/3 of the original amount.

C-1
<PAGE>
Benefits are based on the payees' ages on the date the first payment is due.
Benefits will end when the second payee dies.

SELECTION OF PAYMENT OPTIONS -- The amount applied under any one option for any
one payee must be at least $5,000. The periodic payment for any one payee must
be at least $50. Subject to the Contract Owner and Beneficiary provisions, any
option selection may be changed before the Net Death Benefit become payable. If
you make no selection, the Beneficiary may select an option when the Net Death
Benefit becomes payable.

- - If the amount of the monthly benefit under Option B for the age of the payee
is the same for different periods certain, the payee will be entitled to the
longest period certain for the payee's age.

- - You may give the Beneficiary the right to change from Option C or D to any
other option at any time. If Option C or D is chosen by the payee when this
Contract becomes a claim, the payee may reserve the right to change to any
other option. The payee who elects to change options must be the payee under
the option selected.

ADDITIONAL DEPOSITS -- An additional deposit may be added to any proceeds when
they are applied under Option B and E. We reserve the right to limit the amount
of any additional deposit. We may levy a charge of no more than 3% on any
additional deposits.

RIGHTS AND LIMITATIONS -- A payee has no right to assign any amount payable
under any option, nor to demand a lump sum benefit in place of any amount
payable under Options B or E. A payee will have the right to receive a lump sum
in place of installments under Option A. The payee must provide us with a
Written Request to reserve this right. If the right to receive a lump sum is
exercised, we will determine the lump sum benefit at the same interest rates
used to calculate the installments. The amount left under Option C and any
unpaid balance under Option D, may be withdrawn only as noted in the Written
Request selecting the option.

A corporate or fiduciary payee may select only Option A, C or D, subject to our
approval.

PAYMENT DATES -- The first payment under any option, except Option C, will be
due on the date this Contract matures, by death or otherwise, unless another
date is designated. Benefits under Option C begin at the end of the first
benefit period.

The last payment under any option will be made as stated in the option's
description. However, if a payee under Options B or E dies before the due date
of the second monthly payment, the amount applied, minus the first monthly
payment, will be paid in a lump sum or under any option other than Option E.
This payment will be made to the surviving payee under Option E or the
succeeding payee under Option B.

BENEFIT RATES -- The Benefit Option Tables in your Contract show benefit amounts
for Option A, B and E. If you choose one of these options, either within five
years of the date of surrender or the date the proceeds are otherwise payable,
we will apply either the benefit rates listed in the Tables, or the rates we use
on the date the proceeds are paid, whichever is more favorable. Benefits that
begin more than five years after that date, or as a result of additional
deposits, will be based on the rates we use on the date the first benefit is
due.

C-2
<PAGE>
APPENDIX D -- ILLUSTRATIONS OF DEATH BENEFIT, CONTRACT VALUES
AND ACCUMULATED PAYMENTS

The following tables illustrate the way in which a Contract's Death Benefit and
Contract Value could vary over an extended period.

ASSUMPTIONS

The tables illustrate the following Contracts: a Contract issued to a male, age
55, under a standard underwriting class and qualifying for the non-tobacco user
discount; a Contract issued on a unisex basis to an Insured, age 55, under a
standard underwriting class and qualifying for the non-tobacco user discount; a
Second-to-Die Contract issued to a male, age 65, under a standard Underwriting
Class and qualifying for the non-tobacco user discount and a female, age 65,
under a standard Underwriting Class and qualifying for the non-tobacco user
discount; and a Second-to-Die Contract issued on a unisex basis to two Insureds
both age 65, under a standard Underwriting Class and qualifying for the
non-tobacco user discount. The tables illustrate the guaranteed insurance
protection rates and the current insurance protection rates as presently in
effect. On request, we will provide a comparable illustration based on the
proposed Insured's age, sex, and Underwriting Class, and a specified payment.

The tables illustrate Contract Values based on the assumptions that no Contract
loans have been made, that no partial withdrawals have been made, and that no
more than 12 transfers have been made in any Contract year (so that no
transaction or transfer charges have been incurred). The tables also assume that
the Guaranteed Death Benefit Rider is in effect. (The Contract will lapse when
the Surrender Value or Contract Value is zero, unless the Guaranteed Death
Benefit Rider is in effect.)

The tables assume that the initial payment is allocated to and remains in the
Variable Account for the entire period shown. They are based on hypothetical
gross investment rates of return for the Fund (i.e., investment income and
capital gains and losses, realized or unrealized) equal to constant gross annual
rates of 0%, 6%, and 12%. The second column of the tables shows the amount that
would accumulate if the initial payment was invested to earn interest (after
taxes) at 5% compounded annually.

The Contract Values and Death Benefit would be different from those shown if the
gross annual investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above or below the averages for individual Contract
years. The values would also be different depending on the allocation of the
Contract's total Contract Value among the Sub-Accounts, if the rates of return
averaged 0%, 6% or 12, but the rates of each Fund varied above and below the
averages.

The hypothetical returns shown in the table do not reflect any charges for
income taxes against the Variable Account since no charges are currently made.
However, if in the future the charges are made, to produce illustrated Death
Benefits and Contract Value, the gross annual investment rate of return would
have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges.

DEDUCTIONS FOR CHARGES

The amounts shown for the Death Proceeds and Contract Values take into account
the deduction from payment for the tax expense charge, the Monthly Deductions
from Contract Value (including the administrative charge (equivalent to 0.20% on
an annual basis), and the distribution charge (equivalent to 0.90% on an annual
basis, for the first ten Contract years only), and the daily charge against the
Variable Account for mortality and expense risks (0.90% on an annual basis). In
both the Current Cost of Insurance Charges illustrations and Guaranteed Cost of
Insurance Charges illustrations, the Variable Account charges currently are
equivalent to an effective annual rate of 0.90% of the average daily value of
the assets in the Variable Account.

D-1
<PAGE>
EXPENSES OF THE UNDERLYING FUNDS

The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses. These are assumed to be at an annual rate
of 0.95% of the average daily net assets of the Underlying Funds, which is the
approximate average of the expenses of the Underlying Funds in 1999. The actual
fees and expenses of each Underlying Fund vary, and, in 1999, ranged from an
annual rate of 0.29% to an annual rate of 1.92% of average daily net assets. The
fees and expenses associated with the Contract may be more or less than 0.95% in
the aggregate, depending upon how you make allocations of the Contract Value
among the Sub-Accounts.

Until further notice, Allmerica Financial Investment Management Services, Inc.
("AFIMS") has declared a voluntary expense limitation of 1.50% of average net
assets for Select International Equity Fund, 1.35% for Select Aggressive Growth
Fund and Select Capital Appreciation Fund, 1.25% for Select Value Opportunity
Fund, 1.20% for Select Growth Fund, 1.10% for Select Growth and Income Fund,
1.00% for Select Income Fund, and 0.60% for Money Market Fund. The total
operating expenses of these Funds of the Trust were less than their respective
expense limitations throughout 1999.

Until further notice, AFIMS has declared a voluntary expense limitation of 1.20%
of average daily net assets for the Select Strategic Growth Fund. In addition,
AFIMS has agreed to voluntarily waive its management fee to the extent that
expenses of the Select Emerging Markets Fund exceed 2.00% of the Fund's average
daily net assets, except that such waiver shall not exceed the net amount of
management fees earned by AFIMS from the Fund after subtracting fees paid by
AFIMS to a sub-advisor. Until further notice, the Select Value Opportunity
Fund's management fee rate has been voluntarily limited to an annual rate of
0.90% of average daily net assets, and total expenses are limited to 1.25% of
average daily net assets. The declaration of a voluntary management fee or
expense limitation in any year does not bind AFIMS to declare future expense
limitations with respect to these Funds. These limitations may be terminated at
any time.

The Underlying Fund information above was provided by the Underlying Funds and
was not independently verified by the Company.

NET ANNUAL RATES OF INVESTMENT

Taking into account the Separate Account mortality and expense risk charge of
0.90%, and the assumed 0.95% charge for Underlying Fund advisory fees and
operating expenses, the gross annual rates of investment return of 0%, 6% and
12% correspond to net annual rates of -1.85%, 4.15% and 10.15%, respectively.

The hypothetical returns shown in the table do not reflect any charges for
income taxes against the Separate Account since no charges are currently made.
However, if in the future such charges are made, in order to produce illustrated
death benefits and Contract Values, the gross annual investment rate of return
would have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax
charges.

UPON REQUEST, THE COMPANY WILL PROVIDE A COMPARABLE ILLUSTRATION BASED UPON THE
PROPOSED INSURED'S AGE AND UNDERWRITING CLASSIFICATION, AND THE REQUESTED FACE
AMOUNT, SUM INSURED OPTION, AND RIDERS.

D-2
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SPL

MALE NONSMOKER AGE 55
SPECIFIED FACE AMOUNT = $74,596

CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ---------------------------- ---------------------------- ------------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- --------- --------- -------- ------- --------- -------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,264 23,764 74,596 22,717 25,217 74,596 24,169 26,669 74,596
2 27,563 20,619 22,931 74,596 23,508 25,820 74,596 26,569 28,881 74,596
3 28,941 20,002 22,127 74,596 24,313 26,438 74,596 29,151 31,276 74,596
4 30,388 19,414 21,352 74,596 25,134 27,071 74,596 31,932 33,870 74,596
5 31,907 18,853 20,603 74,596 25,969 27,719 74,596 34,928 36,678 74,596

6 33,502 18,319 19,881 74,596 26,820 28,383 74,596 38,157 39,720 74,596
7 35,178 17,997 19,184 74,596 27,875 29,062 74,596 41,826 43,014 74,596
8 36,936 17,699 18,512 74,596 28,945 29,758 74,596 45,768 46,581 74,596
9 38,783 17,488 17,863 74,596 30,095 30,470 74,596 50,068 50,443 74,596
10 40,722 17,237 17,237 74,596 31,200 31,200 74,596 54,626 54,626 74,838

11 42,758 16,817 16,817 74,596 32,300 32,300 74,596 59,811 59,811 80,745
12 44,896 16,407 16,407 74,596 33,439 33,439 74,596 65,488 65,488 87,753
13 47,141 16,007 16,007 74,596 34,619 34,619 74,596 71,703 71,703 95,365
14 49,498 15,617 15,617 74,596 35,840 35,840 74,596 78,508 78,508 103,631
15 51,973 15,236 15,236 74,596 37,104 37,104 74,596 85,960 85,960 112,607

16 54,572 14,865 14,865 74,596 38,412 38,412 74,596 94,118 94,118 122,353
17 57,300 14,503 14,503 74,596 39,767 39,767 74,596 103,051 103,051 131,905
18 60,165 14,149 14,149 74,596 41,169 41,169 74,596 112,831 112,831 144,424
19 63,174 13,804 13,804 74,596 42,621 42,621 74,596 123,540 123,540 158,131
20 66,332 13,468 13,468 74,596 44,125 44,125 74,596 135,265 135,265 173,139

Age 60 31,907 18,853 20,603 74,596 25,969 27,719 74,596 34,928 36,678 74,596
Age 65 40,722 17,237 17,237 74,596 31,200 31,200 74,596 54,626 54,626 74,838
Age 70 51,973 15,236 15,236 74,596 37,104 37,104 74,596 85,960 85,960 112,607
Age 75 66,332 13,468 13,468 74,596 44,125 44,125 74,596 135,265 135,265 173,139
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE
FUNDS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED OVER ANY PERIOD. VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE RATES OF RETURN AVERAGED THE HYPOTHETICAL 0%, 6%, AND 12%, BUT
FLUCTUATED ABOVE AND BELOW THE AVERAGE IN INDIVIDUAL CONTRACT YEARS.

D-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SPL

MALE NONSMOKER AGE 55
SPECIFIED FACE AMOUNT = $74,596

GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------- ---------------------------- ------------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT* VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- --------- --------- -------- -------- --------- -------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,005 23,505 74,596 22,459 24,959 74,596 23,913 26,413 74,596
2 27,563 20,048 22,360 74,596 22,945 25,257 74,596 26,016 28,329 74,596
3 28,941 19,063 21,188 74,596 23,393 25,518 74,596 28,264 30,389 74,596
4 30,388 18,051 19,988 74,596 23,805 25,742 74,596 30,674 32,612 74,596
5 31,907 16,995 18,745 74,596 24,166 25,916 74,596 33,258 35,008 74,596

6 33,502 15,893 17,456 74,596 24,474 26,037 74,596 36,039 37,602 74,596
7 35,178 14,918 16,105 74,596 24,904 26,091 74,596 39,223 40,411 74,596
8 36,936 13,871 14,683 74,596 25,258 26,071 74,596 42,650 43,463 74,596
9 38,783 12,797 13,172 74,596 25,585 25,960 74,596 46,411 46,786 74,596
10 40,722 11,544 11,544 74,596 25,735 25,735 74,596 50,412 50,412 74,596

11 42,758 9,892 9,892 74,596 25,629 25,629 74,596 54,893 54,893 74,596
12 44,896 8,079 8,079 74,596 25,394 25,394 74,596 59,833 59,833 80,176
13 47,141 6,081 6,081 74,596 25,009 25,009 74,596 65,180 65,180 86,690
14 49,498 3,869 3,869 74,596 24,449 24,449 74,596 70,959 70,959 93,666
15 51,973 1,410 1,410 74,596 23,686 23,686 74,596 77,200 77,200 101,132

16 54,572 0 0 74,596 22,674 22,674 74,596 83,927 83,927 109,104
17 57,300 0 0 74,596 21,354 21,354 74,596 91,200 91,200 116,735
18 60,165 0 0 74,596 19,660 19,660 74,596 98,973 98,973 126,685
19 63,174 0 0 74,596 17,496 17,496 74,596 107,243 107,243 137,271
20 66,332 0 0 74,596 14,761 14,761 74,596 116,009 116,009 148,491

Age 60 31,907 16,995 18,745 74,596 24,166 25,916 74,596 33,258 35,008 74,596
Age 65 40,722 11,544 11,544 74,596 25,735 25,735 74,596 50,412 50,412 74,596
Age 70 51,973 1,410 1,410 74,596 23,686 23,686 74,596 77,200 77,200 101,132
Age 75 66,332 0 0 74,596 14,761 14,761 74,596 116,009 116,009 148,491
</TABLE>

* These illustrations assume that the Guaranteed Death Benefit Rider is in
effect. If the Guaranteed Death Benefit Rider is not in effect, there will be no
Death Benefit when the Surrender Value or Contract Value are zero.

D-4
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SPL

UNISEX NONSMOKER AGE 55
SPECIFIED FACE AMOUNT = $76,948

CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ---------------------------- ---------------------------- ------------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- --------- --------- -------- ------- --------- -------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,264 23,764 76,948 22,717 25,217 76,948 24,169 26,669 76,948
2 27,563 20,619 22,931 76,948 23,508 25,820 76,948 26,569 28,881 76,948
3 28,941 20,002 22,127 76,948 24,313 26,438 76,948 29,151 31,276 76,948
4 30,388 19,414 21,352 76,948 25,134 27,071 76,948 31,932 33,870 76,948
5 31,907 18,853 20,603 76,948 25,969 27,719 76,948 34,928 36,678 76,948

6 33,502 18,319 19,881 76,948 26,820 28,383 76,948 38,157 39,720 76,948
7 35,178 17,997 19,184 76,948 27,875 29,062 76,948 41,826 43,014 76,948
8 36,936 17,699 18,512 76,948 28,945 29,758 76,948 45,768 46,581 76,948
9 38,783 17,488 17,863 76,948 30,095 30,470 76,948 50,068 50,443 76,948
10 40,722 17,237 17,237 76,948 31,200 31,200 76,948 54,626 54,626 76,948

11 42,758 16,817 16,817 76,948 32,300 32,300 76,948 59,811 59,811 80,745
12 44,896 16,407 16,407 76,948 33,439 33,439 76,948 65,488 65,488 87,753
13 47,141 16,007 16,007 76,948 34,619 34,619 76,948 71,703 71,703 95,365
14 49,498 15,617 15,617 76,948 35,840 35,840 76,948 78,508 78,508 103,631
15 51,973 15,236 15,236 76,948 37,104 37,104 76,948 85,960 85,960 112,607

16 54,572 14,865 14,865 76,948 38,412 38,412 76,948 94,118 94,118 122,353
17 57,300 14,503 14,503 76,948 39,767 39,767 76,948 103,051 103,051 131,905
18 60,165 14,149 14,149 76,948 41,169 41,169 76,948 112,831 112,831 144,424
19 63,174 13,804 13,804 76,948 42,621 42,621 76,948 123,540 123,540 158,131
20 66,332 13,468 13,468 76,948 44,125 44,125 76,948 135,265 135,265 173,139

Age 60 31,907 18,853 20,603 76,948 25,969 27,719 76,948 34,928 36,678 76,948
Age 65 40,722 17,237 17,237 76,948 31,200 31,200 76,948 54,626 54,626 76,948
Age 70 51,973 15,236 15,236 76,948 37,104 37,104 76,948 85,960 85,960 112,607
Age 75 66,332 13,468 13,468 76,948 44,125 44,125 76,948 135,265 135,265 173,139
</TABLE>

D-5
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SPL

UNISEX NONSMOKER AGE 55
SPECIFIED FACE AMOUNT = $76,948

GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------- ---------------------------- ------------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT* VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- --------- --------- -------- -------- --------- -------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,005 23,505 76,948 22,459 24,959 76,948 23,913 26,413 76,948
2 27,563 20,046 22,358 76,948 22,942 25,254 76,948 26,012 28,325 76,948
3 28,941 19,071 21,196 76,948 23,398 25,523 76,948 28,265 30,390 76,948
4 30,388 18,066 20,004 76,948 23,815 25,752 76,948 30,677 32,614 76,948
5 31,907 17,029 18,779 76,948 24,191 25,941 76,948 33,269 35,019 76,948

6 33,502 15,952 17,515 76,948 24,518 26,081 76,948 36,060 37,622 76,948
7 35,178 15,006 16,193 76,948 24,971 26,158 76,948 39,253 40,441 76,948
8 36,936 13,993 14,805 76,948 25,352 26,164 76,948 42,687 43,500 76,948
9 38,783 12,958 13,333 76,948 25,708 26,083 76,948 46,452 46,827 76,948
10 40,722 11,756 11,756 76,948 25,897 25,897 76,948 50,454 50,454 76,948

11 42,758 10,162 10,162 76,948 25,835 25,835 76,948 54,928 54,928 76,948
12 44,896 8,422 8,422 76,948 25,655 25,655 76,948 59,888 59,888 80,250
13 47,141 6,511 6,511 76,948 25,336 25,336 76,948 65,287 65,287 86,832
14 49,498 4,412 4,412 76,948 24,861 24,861 76,948 71,133 71,133 93,896
15 51,973 2,085 2,085 76,948 24,197 24,197 76,948 77,455 77,455 101,466

16 54,572 0 0 76,948 23,294 23,294 76,948 84,277 84,277 109,560
17 57,300 0 0 76,948 22,113 22,113 76,948 91,666 91,666 117,333
18 60,165 0 0 76,948 20,603 20,603 76,948 99,590 99,590 127,475
19 63,174 0 0 76,948 18,674 18,674 76,948 108,050 108,050 138,304
20 66,332 0 0 76,948 16,230 16,230 76,948 117,047 117,047 149,820

Age 60 31,907 17,029 18,779 76,948 24,191 25,941 76,948 33,269 35,019 76,948
Age 65 40,722 11,756 11,756 76,948 25,897 25,897 76,948 50,454 50,454 76,948
Age 70 51,973 2,085 2,085 76,948 24,197 24,197 76,948 77,455 77,455 101,466
Age 75 66,332 0 0 76,948 16,230 16,230 76,948 117,047 117,047 149,820
</TABLE>

D-6
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SPL

MALE NONSMOKER AGE 65
FEMALE NONSMOKER AGE 65
SPECIFIED FACE AMOUNT = $73,207

CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ---------------------------- ---------------------------- ------------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- --------- --------- -------- ------- --------- -------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,392 23,892 73,207 22,853 25,353 73,207 24,314 26,814 73,207
2 27,563 20,829 23,141 73,207 23,753 26,065 73,207 26,850 29,162 73,207
3 28,941 20,272 22,397 73,207 24,644 26,769 73,207 29,557 31,682 73,207
4 30,388 19,740 21,677 73,207 25,555 27,492 73,207 32,475 34,412 73,207
5 31,907 19,230 20,980 73,207 26,485 28,235 73,207 35,628 37,378 73,207

6 33,502 18,743 20,306 73,207 27,435 28,998 73,207 39,036 40,599 73,207
7 35,178 18,465 19,653 73,207 28,594 29,781 73,207 42,910 44,098 73,207
8 36,936 18,209 19,021 73,207 29,773 30,586 73,207 47,086 47,898 73,207
9 38,783 18,035 18,410 73,207 31,037 31,412 73,207 51,651 52,026 73,207
10 40,722 17,818 17,818 73,207 32,261 32,261 73,207 56,510 56,510 73,207

11 42,758 17,418 17,418 73,207 33,465 33,465 73,207 61,997 61,997 79,356
12 44,896 17,028 17,028 73,207 34,715 34,715 73,207 68,017 68,017 87,062
13 47,141 16,646 16,646 73,207 36,011 36,011 73,207 74,622 74,622 95,516
14 49,498 16,273 16,273 73,207 37,356 37,356 73,207 81,867 81,867 104,790
15 51,973 15,908 15,908 73,207 38,751 38,751 73,207 89,817 89,817 114,966

16 54,572 15,551 15,551 73,207 40,198 40,198 73,207 98,538 98,538 126,129
17 57,300 15,203 15,203 73,207 41,699 41,699 73,207 108,107 108,107 138,377
18 60,165 14,862 14,862 73,207 43,256 43,256 73,207 118,604 118,604 151,813
19 63,174 14,529 14,529 73,207 44,871 44,871 73,207 130,121 130,121 166,555
20 66,332 14,203 14,203 73,207 46,547 46,547 73,207 142,756 142,756 182,728

Age 70 31,907 19,230 20,980 73,207 26,485 28,235 73,207 35,628 37,378 73,207
Age 75 40,722 17,818 17,818 73,207 32,261 32,261 73,207 56,510 56,510 73,207
</TABLE>

D-7
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SPL

MALE NONSMOKER AGE 65
FEMALE NONSMOKER AGE 65
SPECIFIED FACE AMOUNT = $73,207

GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------- ---------------------------- ------------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT* VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- --------- --------- -------- -------- --------- -------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,392 23,892 73,207 22,853 25,353 73,207 24,314 26,814 73,207
2 27,563 20,829 23,141 73,207 23,753 26,065 73,207 26,850 29,162 73,207
3 28,941 20,242 22,367 73,207 24,630 26,755 73,207 29,557 31,682 73,207
4 30,388 19,620 21,557 73,207 25,479 27,416 73,207 32,448 34,385 73,207
5 31,907 18,951 20,701 73,207 26,287 28,037 73,207 35,537 37,287 73,207

6 33,502 18,219 19,782 73,207 27,044 28,607 73,207 38,842 40,404 73,207
7 35,178 17,592 18,779 73,207 27,919 29,107 73,207 42,568 43,756 73,207
8 36,936 16,853 17,665 73,207 28,704 29,516 73,207 46,551 47,364 73,207
9 38,783 16,029 16,404 73,207 29,433 29,808 73,207 50,884 51,259 73,207
10 40,722 14,954 14,954 73,207 29,950 29,950 73,207 55,482 55,482 73,207

11 42,758 13,396 13,396 73,207 30,184 30,184 73,207 60,615 60,615 77,587
12 44,896 11,531 11,531 73,207 30,209 30,209 73,207 66,141 66,141 84,660
13 47,141 9,295 9,295 73,207 29,980 29,980 73,207 72,055 72,055 92,230
14 49,498 6,610 6,610 73,207 29,442 29,442 73,207 78,355 78,355 100,295
15 51,973 3,371 3,371 73,207 28,523 28,523 73,207 85,031 85,031 108,839

16 54,572 0 0 73,207 27,120 27,120 73,207 92,055 92,055 117,831
17 57,300 0 0 73,207 25,096 25,096 73,207 99,385 99,385 127,213
18 60,165 0 0 73,207 22,255 22,255 73,207 106,954 106,954 136,901
19 63,174 0 0 73,207 18,334 18,334 73,207 114,673 114,673 146,782
20 66,332 0 0 73,207 12,978 12,978 73,207 122,439 122,439 156,722

Age 70 31,907 18,951 20,701 73,207 26,287 28,037 73,207 35,537 37,287 73,207
Age 75 40,722 14,954 14,954 73,207 29,950 29,950 73,207 55,482 55,482 73,207
</TABLE>

D-8
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SPL

UNISEX NONSMOKER AGE 65
UNISEX NONSMOKER AGE 65
SPECIFIED FACE AMOUNT = $72,969

CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ---------------------------- ---------------------------- ------------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- --------- --------- -------- ------- --------- -------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,391 23,891 72,969 22,853 25,353 72,969 24,314 26,814 72,969
2 27,563 20,827 23,139 72,969 23,750 26,063 72,969 26,848 29,160 72,969
3 28,941 20,270 22,395 72,969 24,642 26,767 72,969 29,552 31,677 72,969
4 30,388 19,738 21,675 72,969 25,552 27,490 72,969 32,469 34,407 72,969
5 31,907 19,228 20,978 72,969 26,483 28,233 72,969 35,622 37,372 72,969

6 33,502 18,741 20,304 72,969 27,433 28,995 72,969 39,030 40,593 72,969
7 35,178 18,464 19,651 72,969 28,591 29,779 72,969 42,903 44,091 72,969
8 36,936 18,207 19,019 72,969 29,771 30,583 72,969 47,078 47,891 72,969
9 38,783 18,033 18,408 72,969 31,034 31,409 72,969 51,643 52,018 72,969
10 40,722 17,816 17,816 72,969 32,258 32,258 72,969 56,501 56,501 72,969

11 42,758 17,417 17,417 72,969 33,462 33,462 72,969 61,987 61,987 79,344
12 44,896 17,026 17,026 72,969 34,712 34,712 72,969 68,006 68,006 87,048
13 47,141 16,644 16,644 72,969 36,008 36,008 72,969 74,610 74,610 95,501
14 49,498 16,271 16,271 72,969 37,353 37,353 72,969 81,855 81,855 104,774
15 51,973 15,907 15,907 72,969 38,748 38,748 72,969 89,803 89,803 114,948

16 54,572 15,550 15,550 72,969 40,194 40,194 72,969 98,523 98,523 126,110
17 57,300 15,201 15,201 72,969 41,695 41,695 72,969 108,090 108,090 138,355
18 60,165 14,861 14,861 72,969 43,252 43,252 72,969 118,586 118,586 151,790
19 63,174 14,527 14,527 72,969 44,868 44,868 72,969 130,101 130,101 166,529
20 66,332 14,202 14,202 72,969 46,543 46,543 72,969 142,734 142,734 182,699

Age 70 31,907 19,228 20,978 72,969 26,483 28,233 72,969 35,622 37,372 72,969
Age 75 40,722 17,816 17,816 72,969 32,258 32,258 72,969 56,501 56,501 72,969
</TABLE>

D-9
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SPL

UNISEX NONSMOKER AGE 65
UNISEX NONSMOKER AGE 65
SPECIFIED FACE AMOUNT = $72,969

GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------- ---------------------------- ------------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT* VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- --------- --------- -------- -------- --------- -------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,391 23,891 72,969 22,853 25,353 72,969 24,314 26,814 72,969
2 27,563 20,827 23,139 72,969 23,750 26,063 72,969 26,848 29,160 72,969
3 28,941 20,236 22,361 72,969 24,625 26,750 72,969 29,551 31,676 72,969
4 30,388 19,609 21,547 72,969 25,468 27,406 72,969 32,438 34,375 72,969
5 31,907 18,933 20,683 72,969 26,270 28,020 72,969 35,520 37,270 72,969

6 33,502 18,189 19,752 72,969 27,015 28,577 72,969 38,815 40,378 72,969
7 35,178 17,546 18,733 72,969 27,876 29,063 72,969 42,530 43,717 72,969
8 36,936 16,789 17,602 72,969 28,644 29,456 72,969 46,501 47,313 72,969
9 38,783 15,945 16,320 72,969 29,354 29,729 72,969 50,820 51,195 72,969
10 40,722 14,848 14,848 72,969 29,849 29,849 72,969 55,405 55,405 72,969

11 42,758 13,263 13,263 72,969 30,058 30,058 72,969 60,523 60,523 77,469
12 44,896 11,370 11,370 72,969 30,057 30,057 72,969 66,030 66,030 84,519
13 47,141 9,107 9,107 72,969 29,801 29,801 72,969 71,923 71,923 92,062
14 49,498 6,395 6,395 72,969 29,236 29,236 72,969 78,201 78,201 100,098
15 51,973 3,131 3,131 72,969 28,290 28,290 72,969 84,853 84,853 108,612

16 54,572 0 0 72,969 26,862 26,862 72,969 91,855 91,855 117,574
17 57,300 0 0 72,969 24,816 24,816 72,969 99,163 99,163 126,929
18 60,165 0 0 72,969 21,960 21,960 72,969 106,714 106,714 136,594
19 63,174 0 0 72,969 18,032 18,032 72,969 114,422 114,422 146,460
20 66,332 0 0 72,969 12,682 12,682 72,969 122,185 122,185 156,397

Age 70 31,907 18,933 20,683 72,969 26,270 28,020 72,969 35,520 37,270 72,969
Age 75 40,722 14,848 14,848 72,969 29,849 29,849 72,969 55,405 55,405 72,969
</TABLE>

D-10
<PAGE>
APPENDIX E
PERFORMANCE INFORMATION

The Contracts were first offered to the public in 1998. However, the Company may
advertise "Total Return" and "Average Annual Total Return" performance
information based on the periods that the Funds have been in existence. The
results for any period prior to the Contracts being offered will be calculated
as if the Contracts had been offered during that period of time, with all
charges assumed to be those applicable to the Sub-Accounts and the Funds.

Total return and average annual total return are based on the hypothetical
profile of a representative Contract Owner and historical earnings and are not
intended to indicate future performance. "Total return" is the total income
generated net of certain expenses and charges. "Average annual total return" is
net of the same expenses and charges, but reflects the hypothetical return
compounded annually. This hypothetical return is equal to cumulative return had
performance been constant over the entire period. Average annual total returns
are not the same as yearly results and tend to smooth out variations in the
Fund's return.

In Tables IA and IIA, performance information under the Contracts is net of Fund
expenses, Monthly Deductions and surrender charges. We take a representative
Contract Owner and assume that:

- The Insured is a male Age 55, standard (non-tobacco user) Underwriting
Class;

- The Contract Owner had allocations in each of the Sub-Accounts for the
Fund durations shown; and

- There was a full surrender at the end of the applicable period.

Performance information for any Sub-Account reflects only the performance of a
hypothetical investment in the Sub-Account during a period. It is not
representative of what may be achieved in the future. However, performance
information may be helpful in reviewing market conditions during a period and in
considering a Fund's success in meeting its investment objectives.

We may compare performance information for a Sub-Account in reports and
promotional literature to:

- Standard & Poor's 500 Stock Index ("S&P 500");

- Dow Jones Industrial Average ("DJIA");

- Shearson Lehman Aggregate Bond Index;

- Other unmanaged indices of unmanaged securities widely regarded by
investors as representative of the securities markets;

- Other groups of variable life separate accounts or other investment
products tracked by Lipper Inc.;

- Other services, companies, publications, or persons such as
Morningstar, Inc., who rank the investment products on performance or
other criteria; and

- The Consumer Price Index.

Unmanaged indices may assume the reinvestment of dividends but generally do not
reflect deductions for insurance and administrative charges, separate account
charges and Fund management costs and expenses.

E-1
<PAGE>
In advertising, sales literature, publications or other materials, we may give
information on various topics of interest to Contract Owners and prospective
Contract 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 and automatic account rebalancing);

- The advantages and disadvantages of investing in tax-deferred and taxable
investments;

- Customer profiles and hypothetical payment 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 Contracts and the
characteristics of and market for the financial instruments.

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 but
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
Funds.

E-2
<PAGE>

TABLE IA
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNTS
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF SUB-ACCOUNTS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE CONTRACT

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The data is net of expenses of the Funds,
all Sub-Account charges, and all Contract charges (including surrender charges)
for a representative Contract. It is assumed that the Insured is Male, Age 36,
standard (non-tobacco user) underwriting class, that a single payment of $25,000
was made, that the entire payment was allocated to each Sub-Account
individually, and that there was a full surrender of the Contract at the end of
the applicable period.

<TABLE>
<CAPTION>
10 Years
One-Year or Life of
Total 5 Sub-Account
Underlying Fund Return Years (if less)
<S> <C> <C> <C>
Select Emerging Markets Fund 49.22% N/A 43.98%
Select International Equity Fund 16.54% N/A 21.73%
T. Rowe Price International Stock
Portfolio 18.08% N/A 20.46%
Select Aggressive Growth Fund 23.21% N/A 37.50%
Select Capital Appreciation Fund 10.44% N/A 22.26%
Select Value Opportunity Fund -18.45% N/A -14.69%
Select Growth Fund 14.71% N/A 29.61%
Select Strategic Growth Fund 1.51% N/A 5.30%
Fidelity VIP Growth Portfolio 22.04% N/A 33.26%
Select Growth and Income Fund 3.77% N/A 9.81%
Fidelity VIP Equity-Income Portfolio -7.85% N/A -2.08%
Fidelity VIP High Income Portfolio -6.09% N/A -0.30%
Select Income Fund -14.74% N/A -12.43%
Money Market Fund -8.94% N/A -7.95%
</TABLE>

The inception date for all the Sub-Accounts is 11/2/98.

PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
UNDERLYING FUND IN WHICH A 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.

E-3
<PAGE>

TABLE IB
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNTS
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF SUB-ACCOUNTS
EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The performance information is net of total
Fund expenses and all Sub-Account charges. THE DATA DOES NOT REFLECT MONTHLY
CHARGES UNDER THE CONTRACTS OR SURRENDER CHARGES. It is assumed that a single
premium payment of $25,000 has been made and that the entire payment was
allocated to each Sub-Account individually.

<TABLE>
<CAPTION>
10 Years
One-Year or Life of
Total 5 Sub-Account
Underlying Fund Return Years (if less)
<S> <C> <C> <C>
Select Emerging Markets Fund 64.24% N/A 57.48%
Select International Equity Fund 30.53% N/A 34.64%
T. Rowe Price International Stock
Portfolio 32.12% N/A 33.34%
Select Aggressive Growth Fund 37.41% N/A 50.83%
Select Capital Appreciation Fund 24.24% N/A 35.19%
Select Value Opportunity Fund -5.56% N/A -2.64%
Select Growth Fund 28.64% N/A 42.73%
Select Strategic Growth Fund 15.02% N/A 17.80%
Fidelity VIP Growth Portfolio 36.20% N/A 46.47%
Select Growth and Income Fund 17.36% N/A 22.42%
Fidelity VIP Equity-Income Portfolio 5.37% N/A 10.25%
Fidelity VIP High Income Portfolio 7.18% N/A 12.07%
Select Income Fund -1.74% N/A -0.33%
Money Market Fund 4.24% N/A 4.25%
</TABLE>

The inception date for all the Sub-Accounts is 11/2/98.

E-4
<PAGE>

TABLE IIA
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNTS
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF THE UNDERLYING FUNDS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY

The following performance information is based on the periods that the Funds
have been in existence. The data is net of expenses of the Funds, all
Sub-Account charges, and all Contract charges (including surrender charges) for
a representative Contract. It is assumed that the Insured is Male, Age 36,
standard (non-tobacco user) underwriting class, that a single payment of $25,000
was made, that the entire payment was allocated to each Sub-Account
individually, and that there was a full surrender of the Contract at the end of
the applicable period.

<TABLE>
<CAPTION>
10 Years
One-Year or Life
Total 5 of Fund
Underlying Fund Return Years (if less)
<S> <C> <C> <C>
Select Emerging Markets Fund 49.22% N/A 6.40%
Select International Equity Fund 16.54% 14.48% 11.64%
T. Rowe Price International Stock
Portfolio 18.08% 11.14% 9.64%
Select Aggressive Growth Fund 23.21% 19.26% 17.29%
Select Capital Appreciation Fund 10.44% N/A 17.15%
Select Value Opportunity Fund -18.45% 9.44% 8.07%
Select Growth Fund 14.71% 24.99% 17.15%
Select Strategic Growth Fund 1.51% N/A -1.96%
Fidelity VIP Growth Portfolio 22.04% 25.64% 16.84%
Select Growth and Income Fund 3.77% 17.62% 12.54%
Fidelity VIP Equity-Income Portfolio -7.85% 14.53% 11.59%
Fidelity VIP High Income Portfolio -6.09% 6.76% 9.50%
Select Income Fund -14.74% 2.75% 2.21%
Money Market Fund -8.94% 1.26% 2.49%
</TABLE>

The inception dates for the Underlying Funds are: 4/29/85 for Money Market;
8/21/92 for Select Aggressive Growth, Select Growth, Select Income, and Select
Growth and Income; 4/30/93 for Select Value Opportunity; 5/2/94 for Select
International Equity; 4/28/95 for Select Capital Appreciation; 10/9/86 for
Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/19/85 for Fidelity VIP
High Income; 3/31/94 for T. Rowe Price International Stock; and 2/20/98 for
Select Emerging Markets and Select Strategic Growth.

PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
FUND IN WHICH A 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.

E-5
<PAGE>

TABLE IIB
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNTS
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING FUNDS
EXCLUDING MONTHLY CONTRACT CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the Funds
have been in existence. The performance information is net of total Fund
expenses and all Sub-Account charges. THE DATA DOES NOT REFLECT MONTHLY CHARGES
UNDER THE CONTRACTS OR SURRENDER CHARGES. It is assumed that a single premium
payment of $25,000 has been made and that the entire payment was allocated to
each Sub-Account individually.

<TABLE>
<CAPTION>
10 Years
One-Year or Life
Total 5 of Fund
Underlying Fund Return Years (if less)
<S> <C> <C> <C>
Select Emerging Markets Fund 64.24% N/A 14.20%
Select International Equity Fund 30.53% 17.50% 14.45%
T. Rowe Price International Stock
Portfolio 32.12% 14.19% 12.44%
Select Aggressive Growth Fund 37.41% 22.24% 19.62%
Select Capital Appreciation Fund 24.24% N/A 20.32%
Select Value Opportunity Fund -5.56% 12.52% 10.58%
Select Growth Fund 28.64% 27.93% 19.48%
Select Strategic Growth Fund 15.02% N/A 5.94%
Fidelity VIP Growth Portfolio 36.20% 28.58% 18.87%
Select Growth and Income Fund 17.36% 20.61% 14.87%
Fidelity VIP Equity-Income Portfolio 5.37% 17.55% 13.56%
Fidelity VIP High Income Portfolio 7.18% 9.89% 11.43%
Select Income Fund -1.74% 5.97% 4.58%
Money Market Fund 4.24% 4.53% 4.30%
</TABLE>

PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
FUND IN WHICH A 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.

E-6
<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>

F-23
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and the Policyowners of the Allmerica Select Separate Account III 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 Allmerica Select Separate Account III 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>
ALLMERICA SELECT SEPARATE ACCOUNT III
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999

<TABLE>
<CAPTION>
SELECT SELECT SELECT
MONEY AGGRESSIVE SELECT GROWTH SELECT VALUE SELECT INTERNATIONAL
MARKET GROWTH GROWTH AND INCOME OPPORTUNITY INCOME EQUITY
---------- ---------- ---------- ---------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in shares of Allmerica
Investment Trust...................... $3,052,854 $1,701,691 $5,662,037 $2,986,981 $1,170,101 $1,087,460 $1,664,641
Investments in shares of Fidelity
Variable Insurance Products Funds
(VIP)................................. -- -- -- -- -- -- --
Investment in shares of T. Rowe Price
International Series, Inc............. -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets.......................... 3,052,854 1,701,691 5,662,037 2,986,981 1,170,101 1,087,460 1,664,641

LIABILITIES: -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets............................ $3,052,854 $1,701,691 $5,662,037 $2,986,981 $1,170,101 $1,087,460 $1,664,641
========== ========== ========== ========== ========== ========== ==========

Net asset distribution by category:
Variable life policies................ $3,052,854 $1,701,691 $5,662,037 $2,986,981 $1,170,101 $1,087,460 $1,664,641
========== ========== ========== ========== ========== ========== ==========

Units outstanding, December 31, 1999.... 2,908,824 1,055,676 3,745,291 2,361,455 1,207,082 1,091,645 1,178,354
Net asset value per unit, December 31,
1999.................................. $ 1.049515 $1.611944 $ 1.511775 $1.264890 $ 0.969363 $ 0.996166 $ 1.412683
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-1
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1999

<TABLE>
<CAPTION>
SELECT SELECT SELECT T. ROWE PRICE
CAPITAL EMERGING STRATEGIC FIDELITY VIP FIDELITY VIP FIDELITY VIP INTERNATIONAL
APPRECIATION MARKETS GROWTH HIGH INCOME EQUITY-INCOME GROWTH STOCK
------------ --------- --------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in shares of Allmerica
Investment Trust................. $1,747,245 $ 405,796 $ 631,421 $ -- $ -- $ -- $ --
Investments in shares of Fidelity
Variable Insurance Products Funds
(VIP)............................ -- -- -- 1,067,979 2,560,196 4,267,881 --
Investment in shares of T. Rowe
Price International Series,
Inc.............................. -- -- -- -- -- -- 802,348
---------- --------- --------- ---------- ---------- ---------- ---------
Total assets..................... 1,747,245 405,796 631,421 1,067,979 2,560,196 4,267,881 802,348

LIABILITIES: -- -- -- -- -- -- --
---------- --------- --------- ---------- ---------- ---------- ---------
Net assets....................... $1,747,245 $ 405,796 $ 631,421 $1,067,979 $2,560,196 $4,267,881 $ 802,348
========== ========= ========= ========== ========== ========== =========

Net asset distribution by category:
Variable life policies........... $1,747,245 $ 405,796 $ 631,421 $1,067,979 $2,560,196 $4,267,881 $ 802,348
========== ========= ========= ========== ========== ========== =========

Units outstanding, December 31,
1999............................. 1,230,965 239,440 521,981 935,561 2,285,793 2,739,447 574,373
Net asset value per unit, December
31, 1999......................... $ 1.419411 $1.694772 $1.209663 $ 1.141539 $ 1.120047 $ 1.557936 $1.396912
</TABLE>

The accompanying notes are an integral part of these financial statements.

SA-2
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
MONEY MARKET SELECT AGGRESSIVE GROWTH SELECT GROWTH
FOR THE YEAR FOR THE FOR THE YEAR FOR THE FOR THE YEAR FOR THE
ENDED PERIOD ENDED PERIOD ENDED PERIOD
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98 1999 12/31/98
------------ ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends........................ $73,206 $305 $ -- $-- $ 880 $ 13

EXPENSES:
Mortality and expense risk
fees........................... 12,679 66 4,665 -- 19,113 15
------- ---- -------- --- -------- ------
Net investment income (loss)..... 60,527 239 (4,665) -- (18,233) (2)
------- ---- -------- --- -------- ------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain distributions from
portfolio sponsors............. -- -- -- -- 55,902 --
Net realized gain (loss) from
sales of investments........... -- -- 7,112 46 3,901 929
------- ---- -------- --- -------- ------
Net realized gain (loss)....... -- -- 7,112 46 59,803 929
Net unrealized gain (loss)....... -- -- 296,852 1 866,459 1,304
------- ---- -------- --- -------- ------
Net realized and unrealized
gain (loss).................. -- -- 303,964 47 926,262 2,233
------- ---- -------- --- -------- ------
Net increase (decrease) in net
assets from operations....... $60,527 $239 $299,299 $47 $908,029 $2,231
======= ==== ======== === ======== ======

<CAPTION>
SELECT GROWTH AND INCOME
FOR THE YEAR FOR THE
ENDED PERIOD
DECEMBER 31, 11/2/98* TO
1999 12/31/98
------------ -----------
<S> <C> <C>
INVESTMENT INCOME:
Dividends........................ $ 12,757 $ 47
EXPENSES:
Mortality and expense risk
fees........................... 10,683 6
-------- ----
Net investment income (loss)..... 2,074 41
-------- ----
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain distributions from
portfolio sponsors............. 77,972 --
Net realized gain (loss) from
sales of investments........... 5,319 255
-------- ----
Net realized gain (loss)....... 83,291 255
Net unrealized gain (loss)....... 111,861 545
-------- ----
Net realized and unrealized
gain (loss).................. 195,152 800
-------- ----
Net increase (decrease) in net
assets from operations....... $197,226 $841
======== ====
</TABLE>

* Date of initial investment.
The accompanying notes are an integral part of these financial statements.

SA-3
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>

SELECT VALUE OPPORTUNITY SELECT INCOME SELECT INTERNATIONAL EQUITY
FOR THE YEAR FOR THE FOR THE YEAR FOR THE FOR THE YEAR FOR THE
ENDED PERIOD ENDED PERIOD ENDED PERIOD
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98 1999 12/31/98
------------ ----------- ------------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends....................... $ 2 $ -- $ 42,511 $ 89 $ -- $ 31

EXPENSES:
Mortality and expense risk
fees.......................... 4,041 -- 4,997 5 5,383 4
------- ---- -------- ---- -------- ----
Net investment income (loss).... (4,039) -- 37,514 84 (5,383) 27
------- ---- -------- ---- -------- ----

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain distributions from
portfolio sponsors............ 18,744 -- 3,812 -- -- --
Net realized gain (loss) from
sales of investments.......... (7,120) -- (3,213) -- 8,677 115
------- ---- -------- ---- -------- ----
Net realized gain (loss)...... 11,624 -- 599 -- 8,677 115
Net unrealized gain (loss)...... (3,418) -- (39,833) (72) 247,077 138
------- ---- -------- ---- -------- ----
Net realized and unrealized
gain (loss)................. 8,206 -- (39,234) (72) 255,754 253
------- ---- -------- ---- -------- ----
Net increase (decrease) in net
assets from operations...... $ 4,167 $ -- $ (1,720) $ 12 $250,371 $280
======= ==== ======== ==== ======== ====

<CAPTION>
SELECT CAPITAL
APPRECIATION SELECT EMERGING MARKETS
FOR THE YEAR FOR THE FOR THE YEAR FOR THE
ENDED PERIOD ENDED PERIOD
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends....................... $ -- $-- $ 894 $--
EXPENSES:
Mortality and expense risk
fees.......................... 5,421 -- 1,066 --
-------- --- ------- ---
Net investment income (loss).... (5,421) -- (172) --
-------- --- ------- ---
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain distributions from
portfolio sponsors............ 847 3 -- --
Net realized gain (loss) from
sales of investments.......... 3,838 71 1,034 11
-------- --- ------- ---
Net realized gain (loss)...... 4,685 74 1,034 11
Net unrealized gain (loss)...... 234,992 (2) 77,357 --
-------- --- ------- ---
Net realized and unrealized
gain (loss)................. 239,677 72 78,391 11
-------- --- ------- ---
Net increase (decrease) in net
assets from operations...... $234,256 $72 $78,219 $11
======== === ======= ===
</TABLE>

* Date of initial investment.
The accompanying notes are an integral part of these financial statements.

SA-4
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP
SELECT STRATEGIC GROWTH FIDELITY VIP HIGH INCOME EQUITY-INCOME
FOR THE YEAR FOR THE FOR THE YEAR FOR THE FOR THE YEAR FOR THE
ENDED PERIOD ENDED PERIOD ENDED PERIOD
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98 1999 12/31/98
------------ ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends....................... $ 1,742 $-- $ 4,626 $-- $ 1,495 $ --

EXPENSES:
Mortality and expense risk
fees.......................... 2,480 -- 4,001 1 9,718 8
------- --- ------- --- -------- ----
Net investment income (loss).... (738) -- 625 (1) (8,223) (8)
------- --- ------- --- -------- ----

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain distributions from
portfolio sponsors............ -- -- 173 -- 3,304 --
Net realized gain (loss) from
sales of investments.......... (705) -- 1,233 15 2,880 681
------- --- ------- --- -------- ----
Net realized gain (loss)...... (705) -- 1,406 15 6,184 681
Net unrealized gain (loss)...... 34,753 1 20,428 -- (41,442) 280
------- --- ------- --- -------- ----
Net realized and unrealized
gain (loss)................. 34,048 1 21,834 15 (35,258) 961
------- --- ------- --- -------- ----
Net increase (decrease) in net
assets from operations...... $33,310 $ 1 $22,459 $14 $(43,481) $953
======= === ======= === ======== ====

<CAPTION>
T. ROWE PRICE
FIDELITY VIP GROWTH INTERNATIONAL STOCK
FOR THE YEAR FOR THE FOR THE YEAR FOR THE
ENDED PERIOD ENDED PERIOD
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends....................... $ 186 $ -- $ 2,647 $--
EXPENSES:
Mortality and expense risk
fees.......................... 13,533 8 2,489 --
-------- ------ -------- ---
Net investment income (loss).... (13,347) (8) 158 --
-------- ------ -------- ---
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain distributions from
portfolio sponsors............ 11,615 -- 8,318 --
Net realized gain (loss) from
sales of investments.......... 24,572 882 49,221 9
-------- ------ -------- ---
Net realized gain (loss)...... 36,187 882 57,539 9
Net unrealized gain (loss)...... 659,395 533 101,013 --
-------- ------ -------- ---
Net realized and unrealized
gain (loss)................. 695,582 1,415 158,552 9
-------- ------ -------- ---
Net increase (decrease) in net
assets from operations...... $682,235 $1,407 $158,710 $ 9
======== ====== ======== ===
</TABLE>

* Date of initial investment.
The accompanying notes are an integral part of these financial statements.

SA-5
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
MONEY MARKET SELECT AGGRESSIVE GROWTH SELECT GROWTH
YEAR ENDED PERIOD FROM YEAR ENDED PERIOD FROM YEAR ENDED PERIOD FROM
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98 1999 12/31/98
------------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)... $ 60,527 $ 239 $ (4,665) $ -- $ (18,233) $ (2)
Net realized gain (loss)....... -- -- 7,112 46 59,803 929
Net unrealized gain (loss)..... -- -- 296,852 1 866,459 1,304
------------ -------- ---------- ---- ---------- -------
Net increase (decrease) in net
assets from operations....... 60,527 239 299,299 47 908,029 2,231
------------ -------- ---------- ---- ---------- -------

FROM POLICY TRANSACTIONS:
Net premiums................... 14,935,852 291,444 558,191 -- 2,541,664 18,755
Terminations................... (838) -- (126) -- (251) --
Insurance and other charges.... (70,401) (633) (17,991) -- (78,142) (51)
Transfers between sub-accounts
(including fixed
account), net................ (12,133,179) (22,476) 861,042 -- 2,270,801 4,995
Other transfers from (to) the
General Account.............. (7,680) -- 1,278 (43) (5,998) 10
Net increase (decrease) in
investment by Sponsor........ (21) 20 (26) 20 (26) 20
------------ -------- ---------- ---- ---------- -------
Net increase (decrease) in net
assets from policy
transactions................. 2,723,733 268,355 1,402,368 (23) 4,728,048 23,729
------------ -------- ---------- ---- ---------- -------
Net increase (decrease) in net
assets....................... 2,784,260 268,594 1,701,667 24 5,636,077 25,960

NET ASSETS:
Beginning of year................ 268,594 -- 24 -- 25,960 --
------------ -------- ---------- ---- ---------- -------
End of year...................... $ 3,052,854 $268,594 $1,701,691 $ 24 $5,662,037 $25,960
============ ======== ========== ==== ========== =======

<CAPTION>
SELECT GROWTH AND INCOME
YEAR ENDED PERIOD FROM
DECEMBER 31, 11/2/98* TO
1999 12/31/98
------------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)... $ 2,074 $ 41
Net realized gain (loss)....... 83,291 255
Net unrealized gain (loss)..... 111,861 545
---------- -------
Net increase (decrease) in net
assets from operations....... 197,226 841
---------- -------
FROM POLICY TRANSACTIONS:
Net premiums................... 1,399,016 7,500
Terminations................... (419) --
Insurance and other charges.... (48,864) (20)
Transfers between sub-accounts
(including fixed
account), net................ 1,424,993 4,993
Other transfers from (to) the
General Account.............. 1,608 111
Net increase (decrease) in
investment by Sponsor........ (24) 20
---------- -------
Net increase (decrease) in net
assets from policy
transactions................. 2,776,310 12,604
---------- -------
Net increase (decrease) in net
assets....................... 2,973,536 13,445
NET ASSETS:
Beginning of year................ 13,445 --
---------- -------
End of year...................... $2,986,981 $13,445
========== =======
</TABLE>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.

SA-6
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
SELECT VALUE OPPORTUNITY SELECT INCOME SELECT INTERNATIONAL EQUITY
YEAR ENDED PERIOD FROM YEAR ENDED PERIOD FROM YEAR ENDED PERIOD FROM
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98 1999 12/31/98
------------- ----------- ------------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)..................... $ (4,039) $-- $ 37,514 $ 84 $ (5,383) $ 27
Net realized gain (loss)..... 11,624 -- 599 -- 8,677 115
Net unrealized gain (loss)... (3,418) -- (39,833) (72) 247,077 138
---------- --- ---------- ------ ---------- ------
Net increase (decrease) in
net assets from
operations................. 4,167 -- (1,720) 12 250,371 280
---------- --- ---------- ------ ---------- ------

FROM POLICY TRANSACTIONS:
Net premiums................. 600,470 -- 407,537 6,253 678,830 5,002
Terminations................. (168) -- (838) -- (335) --
Insurance and other
charges.................... (15,973) -- (19,083) (17) (21,521) (13)
Transfers between
sub-accounts (including
fixed
account), net.............. 583,826 -- 696,255 -- 749,219 --
Other transfers from (to) the
General Account............ (2,219) -- (939) -- 2,811 --
Net increase (decrease) in
investment by Sponsor...... (22) 20 (20) 20 (23) 20
---------- --- ---------- ------ ---------- ------
Net increase (decrease) in
net assets from policy
transactions............... 1,165,914 20 1,082,912 6,256 1,408,981 5,009
---------- --- ---------- ------ ---------- ------
Net increase (decrease) in
net assets................. 1,170,081 20 1,081,192 6,268 1,659,352 5,289

NET ASSETS:
Beginning of year.............. 20 -- 6,268 -- 5,289 --
---------- --- ---------- ------ ---------- ------
End of year.................... $1,170,101 $20 $1,087,460 $6,268 $1,664,641 $5,289
========== === ========== ====== ========== ======

<CAPTION>
SELECT CAPITAL APPRECIATION SELECT EMERGING MARKETS
YEAR ENDED PERIOD FROM YEAR ENDED PERIOD FROM
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98
------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)..................... $ (5,421) $-- $ (172) $--
Net realized gain (loss)..... 4,685 74 1,034 11
Net unrealized gain (loss)... 234,992 (2) 77,357 --
---------- --- -------- ---
Net increase (decrease) in
net assets from
operations................. 234,256 72 78,219 11
---------- --- -------- ---
FROM POLICY TRANSACTIONS:
Net premiums................. 639,391 -- 138,607 --
Terminations................. (126) -- (84) --
Insurance and other
charges.................... (22,718) -- (4,178) --
Transfers between
sub-accounts (including
fixed
account), net.............. 901,645 -- 193,508 --
Other transfers from (to) the
General Account............ (5,201) (69) (270) (10)
Net increase (decrease) in
investment by Sponsor...... (25) 20 (27) 20
---------- --- -------- ---
Net increase (decrease) in
net assets from policy
transactions............... 1,512,966 (49) 327,556 10
---------- --- -------- ---
Net increase (decrease) in
net assets................. 1,747,222 23 405,775 21
NET ASSETS:
Beginning of year.............. 23 -- 21 --
---------- --- -------- ---
End of year.................... $1,747,245 $23 $405,796 $21
========== === ======== ===
</TABLE>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.

SA-7
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>

SELECT STRATEGIC GROWTH FIDELITY VIP HIGH INCOME FIDELITY VIP EQUITY-INCOME
YEAR ENDED PERIOD FROM YEAR ENDED PERIOD FROM YEAR ENDED PERIOD FROM
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98 1999 12/31/98
------------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)..................... $ (738) $-- $ 625 $ (1) $ (8,223) $ (8)
Net realized gain (loss)..... (705) -- 1,406 15 6,184 681
Net unrealized gain (loss)... 34,753 1 20,428 -- (41,442) 280
-------- --- ---------- ---- ---------- -------
Net increase (decrease) in
net assets from
operations................. 33,310 1 22,459 14 (43,481) 953
-------- --- ---------- ---- ---------- -------

FROM POLICY TRANSACTIONS:
Net premiums................. 374,668 -- 347,324 -- 1,584,944 7,500
Terminations................. (84) -- (209) -- (419) --
Insurance and other
charges.................... (12,707) -- (14,982) -- (45,432) (21)
Transfers between
sub-accounts (including
fixed
account), net.............. 228,136 -- 714,034 -- 1,056,477 4,997
Other transfers from (to) the
General Account............ 8,101 -- (645) (13) (5,242) (76)
Net increase (decrease) in
investment by Sponsor...... (24) 20 (23) 20 (24) 20
-------- --- ---------- ---- ---------- -------
Net increase (decrease) in
net assets from policy
transactions............... 598,090 20 1,045,499 7 2,590,304 12,420
-------- --- ---------- ---- ---------- -------
Net increase (decrease) in
net assets................. 631,400 21 1,067,958 21 2,546,823 13,373

NET ASSETS:
Beginning of year.............. 21 -- 21 -- 13,373 --
-------- --- ---------- ---- ---------- -------
End of year.................... $631,421 $21 $1,067,979 $ 21 $2,560,196 $13,373
======== === ========== ==== ========== =======

<CAPTION>
T. ROWE PRICE
FIDELITY VIP GROWTH INTERNATIONAL STOCK
YEAR ENDED PERIOD FROM YEAR ENDED PERIOD FROM
DECEMBER 31, 11/2/98* TO DECEMBER 31, 11/2/98* TO
1999 12/31/98 1999 12/31/98
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)..................... $ (13,347) $ (8) $ 158 $--
Net realized gain (loss)..... 36,187 882 57,539 9
Net unrealized gain (loss)... 659,395 533 101,013 --
---------- ------- -------- ---
Net increase (decrease) in
net assets from
operations................. 682,235 1,407 158,710 9
---------- ------- -------- ---
FROM POLICY TRANSACTIONS:
Net premiums................. 1,804,364 7,500 304,471 --
Terminations................. (84) -- (209) --
Insurance and other
charges.................... (58,118) (21) (10,248) --
Transfers between
sub-accounts (including
fixed
account), net.............. 1,826,831 7,492 348,346 --
Other transfers from (to) the
General Account............ (3,673) (46) 1,279 (8)
Net increase (decrease) in
investment by Sponsor...... (26) 20 (22) 20
---------- ------- -------- ---
Net increase (decrease) in
net assets from policy
transactions............... 3,569,294 14,945 643,617 12
---------- ------- -------- ---
Net increase (decrease) in
net assets................. 4,251,529 16,352 802,327 21
NET ASSETS:
Beginning of year.............. 16,352 -- 21 --
---------- ------- -------- ---
End of year.................... $4,267,881 $16,352 $802,348 $21
========== ======= ======== ===
</TABLE>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.

SA-8
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION

Allmerica Select Separate Account III (Allmerica Select III) is a separate
investment account of Allmerica Financial Life Insurance and Annuity Company
(the Company), established on October 30, 1998 for the purpose of separating
from the general assets of the Company those assets used to fund the variable
portion of certain modified single premium variable life insurance policies
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 Allmerica Select III are
clearly identified and distinguished from the other assets and liabilities of
the Company. Allmerica Select III cannot be charged with liabilities arising out
of any other business of the Company.

Allmerica Select III is registered as a unit investment trust under the
Investment Company Act of 1940, as amended (the 1940 Act). Allmerica Select III
currently offers fourteen Sub-Accounts. Each Sub-Account invests exclusively in
a corresponding investment portfolio of the Allmerica Investment Trust (the
Trust), managed by Allmerica Financial Investment Management Services, Inc.
(AFIMS), a wholly-owned subsidiary of the Company; or of the Variable Insurance
Products Fund (Fidelity VIP) managed by Fidelity Management & Research Company
(FMR); or of the T. Rowe Price International Series, Inc. (T. Rowe Price),
managed by Rowe Price-Fleming International, Inc. The Trust, Fidelity VIP, and
T. Rowe Price (the Funds) are open-end, diversified 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 Allmerica Select
III. Therefore, no provision for income taxes has been charged against Allmerica
Select III.

SA-9
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
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>
Money Market.......................................... 3,052,854 $3,052,854 $ 1.000
Select Aggressive Growth.............................. 498,883 1,404,839 3.411
Select Growth......................................... 1,857,015 4,794,275 3.049
Select Growth and Income.............................. 1,545,257 2,874,575 1.933
Select Value Opportunity.............................. 769,297 1,173,519 1.521
Select Income......................................... 1,141,091 1,127,365 0.953
Select International Equity........................... 819,616 1,417,427 2.031
Select Capital Appreciation........................... 851,069 1,512,255 2.053
Select Emerging Markets............................... 314,084 328,440 1.292
Select Strategic Growth............................... 560,764 596,667 1.126
Fidelity VIP High Income.............................. 94,428 1,047,552 11.310
Fidelity VIP Equity-Income............................ 99,580 2,601,358 25.710
Fidelity VIP Growth................................... 77,697 3,607,954 54.930
T. Rowe Price International Stock..................... 42,140 701,335 19.040
</TABLE>

NOTE 4 -- RELATED PARTY TRANSACTIONS

On the date of issue and each monthly payment date thereafter, a monthly
charge is deducted from the policy value to compensate the Company for the cost
of insurance, which varies by policy, the cost of any additional benefits
provided by rider and monthly administration and distribution charges. The
policyowner may instruct the Company to deduct this monthly charge from a
specific Sub-Account, but if not so specified, it will be deducted on a pro-rata
basis of allocation which is the same proportion that the policy value in the
General Account of the Company and in each Sub-Account bear to the total policy
value.

The Company makes a charge of 0.90% per annum based on the average daily net
assets of each Sub-Account at each valuation date for mortality and expense
risks. The mortality and expense risk charge may be increased or decreased,
subject to compliance with applicable state and federal requirements. This
charge is deducted in the daily computation of unit values and is paid to the
Company on a daily basis.

Allmerica Investments, Inc., (Allmerica Investments), a wholly-owned
subsidiary of the Company, is principal underwriter and general distributor of
Allmerica Select III, and does not receive any compensation for sales of
Allmerica Select III policies. Commissions are paid to registered
representatives of Allmerica Investments and certain independent broker-dealers
by the Company. The current series of policies have a contingent surrender
charge and no deduction is made for sales charges at the time of the sale.

SA-10
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT III
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 -- DIVERSIFICATION REQUIREMENTS

Under the provisions of Section 817(h) of the Code, a variable life
insurance policy, other than a policy issued in connection with certain types of
employee benefit plans, will not be treated as a variable life insurance policy
for federal income tax purposes for any period for which the investments of the
segregated asset account on which the policy 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 Allmerica Select III satisfies the current
requirements of the regulations, and it intends that Allmerica Select III will
continue to meet such requirements.

NOTE 6 -- PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales of shares of the Funds by
Allmerica Select III during the period ended December 31, 1999 were as follows:

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO PURCHASES SALES
- -------------------- ----------- -----------
<S> <C> <C>
Money Market................................................ $12,892,655 $10,108,407
Select Aggressive Growth.................................... 1,554,305 156,601
Select Growth............................................... 5,051,670 285,954
Select Growth and Income.................................... 3,392,249 535,895
Select Value Opportunity.................................... 1,399,995 219,375
Select Income............................................... 1,521,607 397,370
Select International Equity................................. 1,702,418 298,819
Select Capital Appreciation................................. 1,630,552 122,160
Select Emerging Markets..................................... 345,761 18,376
Select Strategic Growth..................................... 952,111 354,760
Fidelity VIP High Income.................................... 1,199,576 153,279
Fidelity VIP Equity-Income.................................. 3,171,755 586,372
Fidelity VIP Growth......................................... 4,250,323 682,760
T. Rowe Price International Stock........................... 1,486,456 834,363
----------- -----------
Totals.................................................... $40,551,433 $14,754,491
=========== ===========
</TABLE>

NOTE 7 -- PLAN OF SUBSTITUTION FOR PORTFOLIO OF THE TRUST

An application has been filed with the Securities and Exchange Commission
(SEC) seeking an order approving the substitution of shares of the Select
Investment Grade Income Fund (SIGIF) for all of the shares of the Select Income
Fund (SIF). To the extent required by law, approvals of such substitution will
also be obtained from the state insurance regulators in certain jurisdictions.
The effect of the substitution will be to replace SIF shares with SIGIF shares.
The substitution is planned to be effective on or about July 1, 2000.

SA-11
<PAGE>

PART II

UNDERTAKINGS AND REPRESENTATIONS

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

RULE 484 UNDERTAKING

Article VIII of Registrant's Bylaws provides: 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.

Insofar as indemnification for liability arising under the Securities Act of
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the 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, the 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 Act and will be governed by the final adjudication of
such issue.

REPRESENTATIONS PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940

The Company hereby represents that the aggregate fees and charges under the
Policy are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.

<PAGE>

CONTENTS OF THE REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consisting of ____ pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484 under the Securities Act of 1933.
Representations pursuant to Section 26(e) of the 1940 Act.
The signatures.

Written consents of the following persons:

1. Actuarial Consent
2. Opinion of Counsel
3. Consent of Independent Accountants

The following exhibits:

1. Exhibit 1 (Exhibits required by paragraph A of the instructions to
Form N-8B-2)

(1) Certified copy of Resolutions of the Board of Directors of the Company
dated June 13, 1996 authorizing the establishment of the Allmerica
Select Separate Account III was previously filed in Pre-Effective
Amendment No. 1 on September 23, 1998, and is incorporated by
reference herein.

(2) Not Applicable.

(3) (a) Underwriting and Administrative Services Agreement between the
Company and Allmerica Investments, Inc. was previously filed on
April 15, 1998 in Post-Effective Amendment No. 5 of Allmerica
Select Separate Account II (Registration No. 33-83604), and is
incorporated by reference herein.

(b) Registered Representatives/Agent's Agreement was previously filed
on April 15, 1998 in Post-Effective Amendment No. 5 of Allmerica
Select Separate Account II (Registration No. 33-83604), and is
incorporated by reference herein.

(c) Compensation Schedule for the Allmerica Select SPL contract was
previously filed in Registrant's Initial Registration Statement
on July 6, 1998, and is incorporated by reference herein.

(4) Not Applicable.

(5) (a) Allmerica Select SPL Contract;

(b) Option To Accelerate Death Benefits Rider (Living Benefits
Rider);

<PAGE>

(d) Guaranteed Death Benefit Rider were previously filed in
Registrant's Initial Registration Statement on July 6, 1998, and
are incorporated by reference herein.

(6) Articles of Incorporation and Bylaws, as amended, of the Company were
previously filed on October 1, 1995 in Post-Effective Amendment No. 1
of Allmerica Select Separate Account II (Registration No. 33-83604),
and are incorporated by reference herein.

(7) Not Applicable.

(8) (a) Participation Agreement between the Company and Allmerica
Investment Trust dated March 22, 2000 was previously filed in
April 2000 in Post-Effective Amendment No. 14 of Registration
Statement No. 33-57792/811-7466, and is incorporated by reference
herein.

(b) Amendment dated March 29, 2000 and Amendment dated November 13,
1998 to the Variable Insurance Products Fund Participation
Agreement were previously filed in April 2000 in Post-Effective
Amendment No. 14 of Registration Statement No. 33-71056/811-8130,
and are incorporated by reference herein. Participation Agreement
with Variable Insurance Products Fund, as amended, was previously
filed on April 16, 1998 in Post-Effective Amendment No.5, and is
incorporated by reference herein.

(c) Fidelity Service Agreement, effective as of November 1, 1995, was
previously filed on April 30, 1996 in Post-Effective Amendment
No. 2 of Allmerica Select Separate Account II (Registration No.
33-83604), and is incorporated by reference herein.

(d) An Amendment to the Fidelity Service Agreement, effective as of
January 1, 1997, was previously filed on May 1, 1997 in
Post-Effective Amendment No. 3 of Allmerica Select Separate
Account II (Registration No. 33-83604), and is incorporated by
reference herein.

(e) Fidelity Service Contract, effective as of January 1, 1997, was
previously filed on May 1, 1997 in Post-Effective Amendment No. 3
of Allmerica Select Separate Account II (Registration No.
33-83604), and is incorporated by reference herein.

(f) Service Agreement with Rowe-Price-Fleming International, Inc. was
previously filed on April 15, 1998 in Post-Effective Amendment
No. 5 of Allmerica Select Separate Account II (Registration No.
33-83604), and is incorporated by reference herein.

(9) (a) BFDS Agreements for lockbox and mailroom services were previously
filed on April 15, 1998 in Post-Effective Amendment No. 5 of
Allmerica Select Separate Account II (Registration No. 33-83604),
and are incorporated by reference herein.

(b) Directors' Power of Attorney is filed herewith.

(10) Application was previously filed in Registrant's Initial Registration
Statement on July 6, 1998, and is incorporated by reference herein.

2. Policy and Policy Riders are included in Exhibit 1(5) above

3. Opinion of Counsel is filed herewith.

4. Not Applicable.

<PAGE>

5. Not Applicable.

6. Actuarial Consent is filed herewith.

7. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the 1940
Act, which includes conversion procedures pursuant to Rule
6e-3(T)(b)(13)(v)(B) was previously filed in Registrant's Initial
Registration Statement on July 6, 1998, and is incorporated by reference
herein.

8. Consent of Independent Accountants is filed herewith.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the 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 3rd day of April,
2000.

ALLMERICA SELECT SEPARATE ACCOUNT III
OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

By: /s/ Mary Eldridge
------------------
Mary Eldridge, Secretary

<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller April 3, 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
- ------------------------------------

James R. McAuliffe* Director
- ------------------------------------

Robert P. Restrepo, Jr.* Director
- ------------------------------------

Eric A. Simonsen* Director and Vice President
- ------------------------------------
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

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 April 2, 2000 duly executed
by such persons.

/s/ Sheila B. St. Hilaire
- ------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(333-58551)

<PAGE>

FORM S-6 EXHIBIT TABLE

Exhibit 1(9)(b) Directors' Power of Attorney

Exhibit 3 Opinion of Counsel

Exhibit 6 Actuarial Consent

Exhibit 8 Consent of Independent Accountants

<PAGE>

POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint Richard M. Reilly,
J. Kendall Huber, Joseph W. MacDougall, Jr., and Sheila B. St. Hilaire, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them, to sign for us, and in our names and in any and all capacities, any and
all Registration Statements and all amendments thereto, including post-effective
amendments, with respect to the Separate Accounts supporting variable life and
variable annuity contracts issued by Allmerica Financial Life Insurance and
Annuity Company, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and with any other regulatory agency or state authority that may so require,
granting unto said attorneys and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys or any of them may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.

SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ John F. O'Brien Director and Chairman of the Board 4/2/2000
- --------------------------- --------
John F. O'Brien

/s/ Bruce C. Anderson Director 4/2/2000
- --------------------------- --------
Bruce C. Anderson

/s/ Mark R. Colborn Director and Vice President 4/2/2000
- --------------------------- --------
Mark R.Colborn

/s/ John P. Kavanaugh Director, Vice President and 4/2/2000
- --------------------------- Chief Investment Officer --------
John P. Kavanaugh

/s/ J. Kendall Huber Director, Vice President and 4/2/2000
- --------------------------- General Counsel --------
J. Kendall Huber

/s/ J. Barry May Director 4/2/2000
- --------------------------- --------
J. Barry May

/s/ James R. McAuliffe Director 4/2/2000
- --------------------------- --------
James R. McAuliffe

/s/ Edward J. Parry, III Director, Vice President, and Chief Financial 4/2/2000
- --------------------------- Officer --------
Edward J. Parry, III

/s/ Richard M. Reilly Director, President and 4/2/2000
- --------------------------- Chief Executive Officer --------
Richard M. Reilly

/s/ Robert P. Restrepo, Jr. Director 4/2/2000
- --------------------------- --------
Robert P. Restrepo, Jr.

/s/ Eric A. Simonsen Director and Vice President 4/2/2000
- --------------------------- --------
Eric A. Simonsen
</TABLE>

<PAGE>

April 10, 2000

Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653

RE: ALLMERICA SELECT SEPARATE ACCOUNT III OF ALLMERICA FINANCIAL
LIFE INSURANCE AND ANNUITY COMPANY
FILE NO.'S: 333-58551 AND 811-8859

Gentlemen:

In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance and Annuity Company (the "Company"), I have participated in the
preparation of this Post-Effective Amendment to the Registration Statement for
Allmerica Select Separate Account III on Form S-6 under the Securities Act of
1933 with respect to the Company's modified single premium variable life
insurance policies.

I am of the following opinion:

1. The Allmerica Select Separate Account III is a separate account of the
Company validly existing pursuant to the Delaware Insurance Code and the
regulations issued thereunder.

2. The assets held in the Allmerica Select Separate Account III equal to
the reserves and other Policy liabilities of the Policies which are
supported by the Allmerica Select Separate Account II are not chargeable
with liabilities arising out of any other business the Company may
conduct.

3. The individual modified single premium variable life insurance policies,
when issued in accordance with the Prospectus contained in the
Post-Effective Amendment to the Registration Statement and upon
compliance with applicable local law, will be legal and binding
obligations of the Company in accordance with their terms and when sold
will be legally issued, fully paid and non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment to the Registration Statement of the Allmerica Select
Separate Account III on Form S-6 filed under the Securities Act of 1933.

Very truly yours,

/s/ Sheila B. St. Hilaire

Sheila B. St. Hilaire
Assistant Vice President and Counsel

<PAGE>

April 10, 2000

Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653

RE: ALLMERICA SELECT SEPARATE ACCOUNT III OF ALLMERICA FINANCIAL
LIFE INSURANCE AND ANNUITY COMPANY
FILE NO.'S: 333-58551 AND 811-8859

Gentlemen:

This opinion is furnished in connection with the filing by Allmerica Financial
Life Insurance and Annuity Company of the Post-Effective Amendment to the
Registration Statement on Form S-6 of its modified single premium variable life
insurance policies ("Policies") allocated to the Allmerica Select Separate
Account III under the Securities Act of 1933. The Prospectus included in this
Post-Effective Amendment to the Registration Statement describes the Policies. I
am familiar with and have provided actuarial advice concerning the preparation
of the Registration Statement, including exhibits.

In my professional opinion, the illustrations of death benefits and cash values
included in Appendix D of the Prospectus, based on the assumptions stated in the
illustrations, are consistent with the provisions of the Policy. The rate
structure of the Policies has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear more
favorable to a prospective purchaser of a Policy for a person age 55 or a person
age 65 than to prospective purchasers of Policies for people at other ages or
underwriting classes.

I am also of the opinion that the aggregate fees and charges under the Policy
are reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Company.

I hereby consent to the use of this opinion as an exhibit to the Post-Effective
Amendment to the Registration Statement.

Sincerely,

/s/ Kevin G. Finneran

Kevin G. Finneran, ASA, MAAA
Assistant Vice President and Actuary

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 2 to the Registration Statement of the Allmerica
Select Separate Account III of Allmerica Financial Life Insurance and Annuity
Company on Form S-6 of our report dated February 1, 2000, relating to the
financial statements of Allmerica Financial Life Insurance and Annuity Company,
and our report dated April 3, 2000, relating to the financial statements of the
Allmerica Select Separate Account III of Allmerica Financial Life Insurance and
Annuity Company, both of which appear in such Prospectus. We also consent to the
reference to us under the heading "Independent Accountants" in such Prospectus.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 10, 2000