VEL ACCOUNT III OF ALLMERICA FINANCIAL LIFE INSUR & ANN CO, S-6, 1998-07-02

VEL ACCOUNT III OF ALLMERICA FINANCIAL LIFE INSUR & ANN CO
S-6, 1998-07-02

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<PAGE>

Registration Nos.

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

Initial Registration Statement
------------------------------

VEL 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)

Abigail M. Armstrong, Esq.
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)
- ---
On _______ pursuant to paragraph (b)
- ---
60 days after filing pursuant to paragraph (a) (1)
- ---
On _______ pursuant to paragraph (a) (1)
- ---
On _______ pursuant to paragraph (a) (2) of Rule 485
- ---
This post-effective amendment designates a new effective
- --- date for a previously filed post effective amendment

FLEXIBLE PREMIUM VARIABLE LIFE

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("the
1940 Act"), Registrant hereby declares that an indefinite amount of its
securities is being registered under the Securities Act of 1933 ("the 1933
Act"). No filing fee is submitted as a filing fee is not required for this type
of filing.

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

<PAGE>

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

Item No. of
Form N-8b-2 Caption in Prospectus
- ----------- ---------------------

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; VIP; T. Rowe Price; DGPF;
Investment Objectives and Policies
12 . . . . . . . . . . . . Summary; The Trust; Fidelity VIP and Fidelity VIP
II; T. Rowe Price; DGPF
13 . . . . . . . . . . . . Summary; The Trust; Fidelity VIP and Fidelity VIP
II; T. Rowe Price; DGPF; Investment Advisory
Services to Fidelity VIP and Fidelity VIP II;
Investment Advisory Services to the Trust;
Investment Advisory Services to T. Rowe Price;
Investment Advisory Services to DGPF; Charges and
Deductions
14 . . . . . . . . . . . . Summary; Application for a Contract
15 . . . . . . . . . . . . Summary; Application for a Contract; Premium
Payments; Allocation of Net Premiums
16 . . . . . . . . . . . . The Variable Account; The Trust; Fidelity VIP and
Fidelity VIP II; T. Rowe Price; DGPF; Allocation
of Net Premiums
17 . . . . . . . . . . . . Summary; Surrender; Partial Withdrawal; Charges
and Deductions; Contract Termination and
Reinstatement
18 . . . . . . . . . . . . The Variable Account; The Trust; Fidelity VIP and
Fidelity VIP II; T. Rowe Price; DGPF; 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

<PAGE>

40 . . . . . . . . . . . . Not Applicable
41 . . . . . . . . . . . . The Company; Distribution
42 . . . . . . . . . . . . Not Applicable
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

<PAGE>
ALLMERICA ESTATE OPTIMIZER
VEL ACCOUNT III OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
WORCESTER, MASSACHUSETTS 01653

This prospectus describes ALLMERICA ESTATE OPTIMIZER contracts ("the Contract"),
a modified single payment variable life insurance policy offered by Allmerica
Financial Life Insurance and Annuity Company ("Company"). The Contract provides
for life insurance coverage and for the accumulation of a Contract Value. The
Contract requires the Contract Owner to make an initial payment of at least
$25,000.

Contract Value may accumulate on a variable basis in the VEL Account III
("Variable Account"), a separate account of the Company. The Contract permits
you to allocate net premiums among up to twenty (20) sub-accounts
("Sub-Accounts") of the Variable Account. Each Sub-Account invests its assets
exclusively in a corresponding investment portfolio ("Fund" or "Underlying
Fund"). Contract Values may also be allocated to the Fixed Account, which is
part of the Company's General Account, and earn interest at a guaranteed rate
from the date allocated to the Fixed Account to the next Contract anniversary.
The following Funds are available under the Contracts (certain Funds may not be
available in all states):

<TABLE>
<S> <C>
ALLMERICA INVESTMENT TRUST FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Select Aggressive Growth Fund Overseas Portfolio
Select Capital Appreciation Growth Portfolio
Fund Equity-IncomePortfolio
Select Value Opportunity Fund High Income Portfolio
Select Emerging Markets Fund FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Select International Equity II
Fund Asset Manager Portfolio
Select Growth Fund T. ROWE PRICE INTERNATIONAL SERIES, INC.
Select Strategic Growth Fund International Stock Portfolio
Growth Fund DELAWARE GROUP PREMIUM FUND, INC.
Equity Index Fund International Equity Series
Select Growth and Income Fund
Investment Grade Income Fund
Select Income Fund
Government Bond Fund
Money Market Fund
</TABLE>

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES OF THE
ALLMERICA INVESTMENT TRUST, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, T. ROWE PRICE INTERNATIONAL SERIES, INC., AND DELAWARE GROUP
PREMIUM FUND, INC. THE FIDELITY VIP HIGH INCOME PORTFOLIO INVESTS IN
HIGHER-YIELDING, HIGHER RISK, LOWER-RATED DEBT SECURITIES (SEE "INVESTMENT
OBJECTIVES AND POLICIES"). INVESTORS SHOULD RETAIN A COPY OF THIS PROSPECTUS FOR
FUTURE REFERENCE. IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH
THE CONTRACT.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES COMMISSIONS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

CORRESPONDENCE MAY BE MAILED TO
ALLMERICA LIFE
P.O. BOX 8014
BOSTON, MA 02266-8014

Prospectus Dated , 1998
Worcester, Massachusetts 01653
(508) 855-1000
<PAGE>
(CONTINUED FROM COVER PAGE)

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 CONTRACT IS AN OBLIGATION OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
COMPANY, AND IS DISTRIBUTED BY ALLMERICA INVESTMENTS, INC. THE POLICY IS NOT A
DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR CREDIT
UNION. THE CONTRACT IS NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION (FDIC), OR ANY OTHER FEDERAL AGENCY. INVESTMENTS IN THE
POLICY ARE SUBJECT TO VARIOUS RISKS, INCLUDING THE FLUCTUATION OF VALUE AND
POSSIBLE LOSS OF PRINCIPAL.

2
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS........................................................................ 4
SUMMARY.............................................................................. 7
PERFORMANCE INFORMATION.............................................................. 13
DESCRIPTION OF THE COMPANY, VARIABLE ACCOUNT, AND UNDERLYING FUNDS................... 17
INVESTMENT OBJECTIVES AND POLICIES................................................... 18
INVESTMENT ADVISORY SERVICES......................................................... 21
THE CONTRACT......................................................................... 24
Applying for a Contract.......................................................... 24
Free Look Period................................................................. 24
Conversion Privilege............................................................. 25
Payments......................................................................... 25
Allocation of Payments........................................................... 25
Transfer Privilege............................................................... 26
Death Benefit.................................................................... 27
Guaranteed Death Benefit Rider................................................... 28
Contract Value................................................................... 29
Payment Options.................................................................. 30
Optional Insurance Benefits...................................................... 30
Surrender........................................................................ 30
Partial Withdrawal............................................................... 31
CHARGES AND DEDUCTIONS............................................................... 31
Monthly Deductions............................................................... 31
Daily Deductions................................................................. 32
Surrender Charge................................................................. 33
Partial Withdrawal Costs......................................................... 33
Transfer Charges................................................................. 33
CONTRACT LOANS....................................................................... 34
CONTRACT TERMINATION AND REINSTATEMENT............................................... 35
OTHER CONTRACT PROVISIONS............................................................ 36
FEDERAL TAX CONSIDERATIONS........................................................... 37
The Company and The Variable Account............................................. 37
Taxation of The Contracts........................................................ 37
VOTING RIGHTS........................................................................ 39
DIRECTORS AND PRINCIPAL OFFICERS..................................................... 40
DISTRIBUTION......................................................................... 41
REPORTS.............................................................................. 41
SERVICES............................................................................. 41
LEGAL PROCEEDINGS.................................................................... 42
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.................................... 42
FURTHER INFORMATION.................................................................. 42
MORE INFORMATION ABOUT THE FIXED ACCOUNT............................................. 43
INDEPENDENT ACCOUNTANTS.............................................................. 43
UNAUDITED FINANCIAL STATEMENTS....................................................... UF-1
FINANCIAL STATEMENTS................................................................. F-1

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
</TABLE>

3
<PAGE>
SPECIAL TERMS

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

ALLMERICA FINANCIAL: Allmerica Financial Life Insurance and Annuity Company.
"We," "our," "us" and "Company" refer to Allmerica Financial in this prospectus.

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 "Allmerica Financial" 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.

FIXED ACCOUNT: a guaranteed account of the General Account that guarantees
principal and a fixed minimum 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

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

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.

4
<PAGE>
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 & 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.

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

5
<PAGE>
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: VEL Account III, one of the Company's separate investment
accounts.

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

6
<PAGE>
SUMMARY

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 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 Rider 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 or the Contract Value as of the date due proof of death is
received by the Company, which 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.

7
<PAGE>
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?

The Contract permits you to allocate payments to up to twenty Sub-Accounts of
the Variable Account. Each Sub-Account invests its assets in a corresponding
investment portfolio ("Fund") of Allmerica Investment Trust ("Trust"), Variable
Insurance Products Fund ("Fidelity VIP"), Variable Insurance Products Fund II
("Fidelity VIP II"), T. Rowe Price International Series, Inc. ("T. Rowe Price")
or Delaware Group Premium Fund, Inc. ("DGPF").

This range of investment choices allows you to allocate your money among the
various Funds 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 during the
Right to Cancel period. Reallocation will then be made to the Sub-Account
investments you selected on the application no later than the expiration of the
Right to Cancel period. For more information about your investment choices, see
WHO ARE THE INVESTMENT ADVISERS AND HOW ARE THEY SELECTED?, below.

The Contract also offers a Fixed Account. The Fixed Account is a guaranteed
account offering a minimum interest rate. It is part of the General Account of
the Company.

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 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.

8
<PAGE>
Fidelity Management & Research Company ("FMR") is the investment adviser of
Fidelity VIP and Fidelity VIP II. 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 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.

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 America's largest international mutual fund asset managers with
approximately $30 billion 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.

Delaware International Advisers, Ltd. ("Delaware International") is the
investment adviser for the International Equity Series.

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

<TABLE>
<CAPTION>
FUND INVESTMENT MANAGER/SUBADVISER
- -------------------------------------- --------------------------------------------
<S> <C>
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 Emerging Markets Fund Schroder Capital Management International
Inc.
T. Rowe Price International Stock Rowe Price-Fleming International, Inc.
Portfolio
Fidelity VIP Overseas Portfolio Fidelity Management and Research Company
Select International Equity Fund Bank of Ireland Asset Management (U.S.)
Limited
Delaware International Equity Series Delaware International Advisers, Ltd

Fidelity VIP Growth Portfolio Fidelity Management and Research Company
Select Growth Fund Putnam Investment Management, Inc.
Select Strategic Growth Fund Cambiar Investors, Inc.
Growth Fund Miller, Anderson & Sherrerd

Equity Index Fund Allmerica Asset Management, Inc.
Fidelity VIP Equity-Income Portfolio Fidelity Management and Research Company
Select Growth and Income Fund John A. Levin & Co., Inc.

Fidelity VIP II Asset Manager Fidelity Management and Research Company
Portfolio
Fidelity VIP High Income Portfolio Fidelity Management and Research Company
Investment Grade Income Fund Allmerica Asset Management, Inc.
Select Income Fund Allmerica Asset Management, Inc
Government Bond Fund Allmerica Asset Management, Inc.

Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

CAN I MAKE TRANSFERS AMONG THE FUNDS AND THE FIXED ACCOUNT?

Yes. You may transfer among the Funds and the Fixed Account, subject to our
consent and then current rules. You will incur no current taxes on transfers
while your money is in the Contract. 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."

9
<PAGE>
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
your 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
partial withdrawal costs 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. A
surrender or partial withdrawal may have tax consequences. See "TAXATION OF
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.

CAN I CONVERT MY CONTRACT INTO A NON-VARIABLE 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 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.

10
<PAGE>
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 & 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 ARE THE EXPENSES AND FEES OF THE FUNDS?

In addition to the charges described above, certain fees and expenses are
deducted from the assets of the Funds. The levels of fees and expenses vary
among the Funds. The following table shows the expenses of the Funds for 1997.
For more information concerning fees and expenses, see the prospectuses of the
Funds.

<TABLE>
<CAPTION>
MANAGEMENT FEE TOTAL EXPENSES
(AFTER ANY VOLUNTARY OTHER (AFTER ANY APPLICABLE
UNDERLYING FUND WAIVER) FUND EXPENSES LIMITATIONS)
- --------------------------------------------------------- --------------------- ----------------- ----------------------

<S> <C> <C> <C>
Select Aggressive Growth Fund............................ 0.89%* 0.09% 0.98%(1),(3)
Select Capital Appreciation Fund......................... 0.95%* 0.15% 1.10%(1)
Select Value Opportunity Fund............................ 0.90%** 0.14% 1.04%(1),(3)
Select Emerging Markets Fund @........................... 1.35% 0.65% 2.00%(1)
Select International Equity Fund......................... 0.92%* 0.20% 1.12%(1),(3)
DGPF International Equity Series......................... 0.75%(4) 0.15% 0.90%(4)
Fidelity VIP Overseas Portfolio.......................... 0.75% 0.17% 0.92%(2)
T. Rowe Price International Stock Portfolio.............. 1.05% 0.00% 1.05%
Select Growth Fund....................................... 0.85% 0.08% 0.93%(1),(3)
Select Strategic Growth Fund @........................... 0.85% 0.13% 0.98%(1)
Growth Fund.............................................. 0.46%* 0.06% 0.52%(1),(3)
Fidelity VIP Growth Portfolio............................ 0.60% 0.09% 0.69%(2)
Equity Index Fund........................................ 0.31% 0.13% 0.44%(1)
Select Growth and Income Fund............................ 0.70%* 0.07% 0.77%(1),(3)
Fidelity VIP Equity-Income Portfolio..................... 0.50% 0.08% 0.58%(2)
Fidelity VIP II Asset Manager Portfolio.................. 0.55% 0.10% 0.65%(2)
Fidelity VIP High Income Portfolio....................... 0.59% 0.12% 0.71%
Investment Grade Income Fund............................. 0.44%* 0.10% 0.54%(1)
Select Income Fund....................................... 0.58%* 0.13% 0.71%(1)
Government Bond Fund..................................... 0.50% 0.17% 0.67%(1)
Money Market Fund........................................ 0.27% 0.08% 0.35%(1)
</TABLE>

11
<PAGE>
* Effective September 1, 1997, the management fee rates for these Funds were
revised. The management fee ratios shown in the table above have been
adjusted to assume that the revised rates took effect on January 1, 1997.

@ Select Emerging Markets Fund and Select Strategic Growth Fund commenced
operations in February, 1998. Expenses shown are annualized and are based on
estimated amounts for the current fiscal year. Actual expense may be greater
or less than shown.

** The Select Value Opportunity Fund was formerly known as the "Small-Mid Cap
Value Fund." Effective April 1, 1997, the management fee rate of the former
Small-Mid Cap Value Fund was revised. In addition, effective April 1, 1997
and until further notice, the 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 management
fee ratio shown above for the Select Value Opportunity Fund has been
adjusted to assume that the revised rate and the voluntary limitations took
effect on January 1, 1997. Without these adjustments, the management fee
ratio and the total Fund expense ratio would have been 0.95% and 1.09%,
respectively. The management fee limitation may be terminated at any time.

(1) Until further notice, AFIMS has declared a voluntary expense limitation of
1.35% of average net assets for the Select Aggressive Growth Fund and Select
Capital Appreciation Fund, 1.50% for the Select International Equity Fund,
1.25% for the Select Value Opportunity Fund, 1.20% for the Growth Fund and
Select Growth Fund, 1.10% for the Select Growth and Income, 1.00% for the
Investment Grade Income Fund and Government Bond Fund, and 0.60% for the
Money Market Fund and Equity Index Fund. The total operating expenses of
these Funds of the Trust were less than their respective expense limitations
throughout 1997.

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-adviser.

The declaration of a voluntary 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) A portion of the brokerage commissions that certain Funds pay was used to
reduce Fund expenses. In addition, certain Funds have entered into
arrangements with their custodian and transfer agent whereby interest earned
on uninvested cash balances was used to reduce custodian and transfer agent
expenses. Including these reductions, the total operating expenses presented
in the table would have been 0.57% for Fidelity VIP Equity-Income Portfolio,
0.67% for Fidelity VIP Growth Portfolio, 0.90% for Fidelity VIP Overseas
Portfolio and 0.64% for Fidelity VIP II Asset Manager Portfolio.

(3) These Funds have entered into agreements with brokers whereby brokers rebate
a portion of commissions. Had these amounts been treated as reductions of
expenses, the total operating expense ratios would have been 0.93% for the
Select Aggressive Growth Fund, 1.10% for the Select International Equity
Fund, 0.91% for the Select Growth Fund, 0.50% for the Growth Fund, 0.98% for
the Select Value Opportunity Fund, and 0.74% for the Select Growth and
Income Fund.

(4) Effective July 1, 1997, Delaware International Advisers, Ltd., the
investment adviser for the International Equity Series, has agreed to limit
total annual expenses of the Fund to 0.95%. This limitation replaces a prior
limitation of 0.80% that expired on June 30, 1997. The new limitation will
be in effect through October 31, 1998. The fee ratios shown above have been
adjusted to assume that the new voluntarily limitation took effect on
January 1, 1997. In 1997, the actual ratio of total annual expenses of the
International Equity Series was 0.85%, and the actual management fee ratio
was 0.70%.

12
<PAGE>
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 -- This charge applies on full surrenders within ten
Contract years. The surrender charge begins at 10.00% of the payment(s)
and decreases to 0% by the tenth Contract year.

- Partial Withdrawal Costs -- We deduct from the Contract Value the
following for partial withdrawals:

- A transaction fee of 2.0% of the amount withdrawn, not to exceed $25,
for each partial withdrawal for processing costs; and

- A surrender charge on a withdrawal exceeding the "Free 10% Withdrawal,"
described below.

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. You
may reinstate your Contract within three years after the grace period, within
limits. 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 "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 this 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% 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. THIS PROSPECTUS AND THE CONTRACT PROVIDE
FURTHER DETAIL. THE CONTRACT PROVIDES INSURANCE PROTECTION FOR THE NAMED
BENEFICIARY. THE CONTRACT AND ITS ATTACHED APPLICATION ARE THE ENTIRE AGREEMENT
BETWEEN YOU AND THE COMPANY.

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

13
<PAGE>
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.

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 36, 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 Analytical Services;

- 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.

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, Inc. ("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.

14
<PAGE>
TABLE I
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE UNDERLYING FUNDS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE CONTRACT

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 of
Total 5 Fund
Underlying Fund Return Years (if less)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund 10.81% 13.08% 15.92%
Select Capital Appreciation Fund 6.35% N/A 17.91%
Select Value Opportunity Fund 16.96% N/A 13.09%
T. Rowe Price International Stock Portfolio -4.95% N/A 3.75%
Fidelity VIP Overseas Portfolio 3.62% 10.38% 6.85%
Select International Equity Fund -3.37% N/A 6.82%
DGPF International Equity Series -1.39% 7.91% 7.62%
Fidelity VIP Growth Portfolio 15.60% 14.28% 14.44%
Select Growth Fund 26.16% 11.49% 12.74%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund 17.26% 12.65% 14.29%
Equity Index Fund 24.52% 15.81% 16.42%
Fidelity VIP Equity-Income Portfolio 20.22% 16.41% 14.10%
Select Growth and Income Fund 14.62% 12.85% 11.74%
Fidelity VIP II Asset Manager Portfolio 12.76% 9.25% 9.71%
Fidelity VIP High Income Portfolio 9.76% 10.22% 9.96%
Investment Grade Income Fund 1.48% 3.74% 6.43%
Select Income Fund 1.20% 3.08% 2.86%
Government Bond Fund -0.88% 2.18% 3.57%
Money Market Fund -2.54% 0.89% 3.15%
</TABLE>

The inception dates for the Underlying Funds are: 4/29/85 for Growth, Investment
Grade and Money Market; 9/28/90 for Equity Index; 8/26/91 for Government Bond;
8/21/92 for Select Aggressive Growth, Select Growth, Select Income, and Select
Growth and Income; 4/30/93 for Select Value Opportunity; 5/02/94 for Select
International Equity; 4/28/95 for the Select Capital Appreciation Fund; 10/09/86
for Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/19/85 for Fidelity VIP
High Income; 1/28/87 for Fidelity VIP Overseas; 9/06/89 for Fidelity VIP II
Asset Manager; 10/29/92 for DGPF International Equity; and 3/31/94 for T. Rowe
Price International Stock. The Select Emerging Markets Fund and Select Strategic
Growth Fund commenced operations in February, 1998.

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.

15
<PAGE>
TABLE II
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE 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, all Sub-Account charges, and premium tax and expense 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 Fund
Underlying Fund Return Years (if less)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund 17.64% 15.76% 18.49%
Select Capital Appreciation Fund 13.25% N/A 21.78%
Select Value Opportunity Fund 23.73% N/A 15.88%
T. Rowe Price International Stock Portfolio 2.17% N/A 7.09%
Fidelity VIP Overseas Portfolio 10.56% 13.08% 8.61%
Select International Equity Fund 3.71% N/A 10.14%
DGPF International Equity Series 5.65% 10.64% 10.30%
Fidelity VIP Growth Portfolio 22.38% 16.95% 16.31%
Select Growth Fund 32.86% 14.18% 15.32%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund 24.02% 15.33% 16.16%
Equity Index Fund 31.23% 18.48% 18.60%
Fidelity VIP Equity-Income Portfolio 26.96% 19.07% 15.97%
Select Growth and Income Fund 21.41% 15.53% 14.32%
Fidelity VIP II Asset Manager Portfolio 19.57% 11.96% 11.71%
Fidelity VIP High Income Portfolio 16.61% 12.92% 11.77%
Investment Grade Income Fund 8.46% 6.54% 8.19%
Select Income Fund 8.19% 5.90% 5.55%
Government Bond Fund 6.15% 5.02% 5.93%
Money Market Fund 4.52% 3.77% 4.85%
</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.

16
<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. 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
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 twenty-one (21)
Sub-Accounts. You may have allocations in up to twenty (20) Sub-Accounts at one
time. Each Sub-Account invests in a Fund of the Trust, VIP, VIP II, T. Rowe
Price or DGPF. 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 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.

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 and affiliated insurance companies.
Shares of the Trust are not offered to the public but solely to the separate
accounts. Fourteen different investment portfolios of the Trust are available
under the Contracts, each issuing a series of shares: Select Aggressive Growth
Fund, Select Capital Appreciation Fund, Select Value Opportunity Fund, Select
Emerging Markets Fund, Select International Equity Fund, Select Growth Fund,
Select Strategic Growth Fund, Growth Fund, Allmerica Equity Index Fund, Select
Growth and Income Fund, Select Income Fund, Investment Grade Income Fund,
Government Bond 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

17
<PAGE>
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 has entered into agreements with other investment managers
("Sub-Advisers"), who manage the investments of the Funds. See "INVESTMENT
ADVISORY SERVICES TO THE TRUST."

FIDELITY VIP

Fidelity VIP, managed by Fidelity Management & Research Company ("Fidelity
Management"), 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. Four of its investment portfolios are available
under the Contract: Fidelity VIP High Income Portfolio, Fidelity VIP
Equity-Income Portfolio, Fidelity VIP Growth Portfolio and Fidelity VIP Overseas
Portfolio.

Various Fidelity companies perform certain activities required to operate
Fidelity VIP. Fidelity Management 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 variety of financial services and products.
Fidelity Management 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.

FIDELITY VIP II

Variable Insurance Products Fund II ("Fidelity VIP II"), managed by Fidelity
Management (see discussion under "Fidelity VIP"), is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
March 21, 1988 and is registered with the SEC under the 1940 Act. One of its
investment portfolios is available under the Contract: the Fidelity VIP II Asset
Manager Portfolio.

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.

DELAWARE GROUP PREMIUM FUND, INC.

Delaware Group Premium Fund, Inc. ("DGPF") is an open-end, diversified,
management investment company registered with the SEC under the 1940 Act. Such
registration does not involve supervision by the SEC of the investments or
investment policy of DGPF or its separate investment series. DGPF was
established to provide a vehicle for the investment of assets of various
separate accounts supporting variable insurance policies. One investment
portfolio ("Series") is available under the Contract: the International Equity
Series. The investment adviser for the International Equity Series is Delaware
International Advisers, Ltd. ("Delaware International"). See "Investment
Advisory Services to DGPF."

INVESTMENT OBJECTIVES AND POLICIES

A summary of investment objectives of each of the Funds is set forth below. The
Funds are listed by general investment risk characteristics. MORE DETAILED
INFORMATION REGARDING THE INVESTMENT OBJECTIVES, RESTRICTIONS AND RISKS,
EXPENSES PAID BY THE FUNDS AND OTHER RELEVANT INFORMATION REGARDING THE 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.

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<PAGE>
SELECT AGGRESSIVE GROWTH FUND -- The Select Aggressive Growth Fund of the Trust
seeks above-average capital appreciation by investing primarily in common stocks
of companies which are believed to have significant potential for capital
appreciation.

SELECT CAPITAL APPRECIATION FUND -- The Select Capital Appreciation Fund of the
Trust seeks long-term growth of capital in a manner consistent with the
preservation 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 invests primarily in common stock
of industries and companies which are believed to be experiencing favorable
demand for their products and services, and which operate in a favorable
competitive environment and regulatory climate.

SELECT VALUE OPPORTUNITY FUND -- The Select Value Opportunity Fund of the Trust
seeks long-term growth 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.

SELECT EMERGING MARKETS FUND -- The Select Emerging Markets Fund of the Trust
seeks long-term growth of capital by investing in the world's emerging markets.
The Fund may invest in high yielding, lower-rated fixed-income securities
(commonly referred to as "junk bonds") which are subject to greater risk than
investments in higher-rated securities.

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

FIDELITY VIP OVERSEAS PORTFOLIO -- The Overseas Portfolio of Fidelity VIP seeks
long-term growth of capital primarily through investments in foreign securities
and provides a means for aggressive investors to diversify their own portfolios
by participating in companies and economies outside of the United States.

SELECT INTERNATIONAL EQUITY FUND -- The Select International Equity Fund of the
Trust seeks maximum long-term total return (capital appreciation and income)
primarily by investing in common stocks of established non-U.S. companies.

DGPF INTERNATIONAL EQUITY SERIES -- The International Equity Series of DGPF
seeks long-term growth without undue risk to principal by investing primarily in
equity securities of foreign issuers providing the potential for capital
appreciation and income.

FIDELITY VIP GROWTH PORTFOLIO -- The Growth Portfolio of Fidelity VIP 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 also may be found in other types of securities, including bonds and
preferred stocks.

SELECT GROWTH FUND -- The Select Growth Fund of the Trust seeks to achieve
long-term growth of capital by investing in a diversified portfolio consisting
primarily of common stocks selected on the basis of their long-term growth
potential.

SELECT STRATEGIC GROWTH FUND -- seeks long-term growth of capital by investing
primarily in common stocks of established companies.

GROWTH FUND -- The Growth Fund of the Trust is invested in common stocks and
securities convertible into common stocks that are believed to represent
significant underlying value in relation to current market prices. The objective
of the Growth Fund is to achieve long-term growth of capital. Realization of
current investment income, if any, is incidental to this objective.

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<PAGE>
EQUITY INDEX FUND -- The Equity Index Fund of the Trust seeks to provide
investment results that correspond to the aggregate price and yield performance
of a representative selection of United States publicly traded common stocks.
The Equity Index Fund seeks to achieve its objective by attempting to replicate
the aggregate price and yield performance of the Standard & Poor's Composite
Index of 500 Stocks.

FIDELITY VIP EQUITY-INCOME PORTFOLIO -- The Equity-Income Portfolio of Fidelity
VIP seeks reasonable income by investing primarily in income-producing equity
securities. In choosing these securities, the Portfolio also will consider the
potential for capital appreciation. The Portfolio's goal is to achieve a yield
which exceeds the composite yield on the securities comprising the S&P 500. The
Portfolio may invest in high yielding, lower-rated fixed-income securities
(commonly referred to as "junk bonds") which are subject to greater risk than
investments in higher-rated securities. See "Risks of Lower-Rated Debt
Securities" in the Fidelity VIP prospectus.

SELECT GROWTH AND INCOME FUND -- The 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.

FIDELITY VIP II ASSET MANAGER PORTFOLIO -- The Asset Manager Portfolio of
Fidelity VIP II seeks high total return with reduced risk over the long term by
allocating its assets among domestic and foreign stocks, bonds and short-term
fixed-income instruments.

FIDELITY VIP HIGH INCOME PORTFOLIO -- The High Income Portfolio of Fidelity VIP
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 often
are considered to be speculative, and involve greater risk of default or price
changes than securities assigned a high quality rating.

INVESTMENT GRADE INCOME FUND -- The Investment Grade Income Fund of the Trust is
invested in a diversified portfolio of fixed income securities with the
objective of seeking as high a level of total return (including both income and
capital appreciation) as is consistent with prudent investment management.

SELECT INCOME FUND -- The Select Income Fund of the Trust seeks a high level of
current income. The Fund will invest primarily in investment grade, fixed-income
securities.

GOVERNMENT BOND FUND -- The Government Bond Fund of the Trust has the investment
objectives of seeking high income, preservation of capital and maintenance of
liquidity, primarily through investments in debt instruments issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, and in
related options, futures and repurchase agreements.

MONEY MARKET FUND -- The Money Market Fund of the Trust is invested in a
diversified portfolio of high-quality, short-term money market instruments with
the objective of obtaining maximum current income consistent with the
preservation of capital and liquidity.

CERTAIN UNDERLYING FUNDS HAVE INVESTMENT OBJECTIVES AND/OR POLICIES SIMILAR TO
THOSE OF OTHER UNDERLYING FUNDS. THEREFORE, TO CHOOSE THE SUB-ACCOUNTS WHICH
BEST MEET YOUR NEEDS AND OBJECTIVES, CAREFULLY READ THE PROSPECTUSES OF THE
TRUST, FIDELITY VIP, FIDELITY VIP II, T. ROWE PRICE AND DGPF, 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

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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.

INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISORY SERVICES TO THE TRUST

The Trustees have responsibility for the supervision of the affairs of the
Trust. The Trustees have entered into a management agreement with Allmerica
Financial Investment Management Services, Inc. ("AFIMS"), an indirectly
wholly-owned subsidiary of First Allmerica. 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 the Trustees in
consultation with BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a pension
consulting firm. The cost of such consultation services is borne by AFIMS. As a
consultant, BARRA RogersCasey has no decision-making authority with respect to
the Funds, and is not responsible for any advice provided to the Funds by AFIMS
or the Sub-Advisers.

Under each Sub-Adviser agreement, the Sub-Adviser is authorized to engage in
portfolio transactions on behalf of the Fund, subject to the Trustees'
instructions. The terms of a Sub-Adviser agreement cannot be materially changed
without the approval of a majority in interest of the shareholders of the Fund.
The Sub-Advisers (other than Allmerica Asset Management, Inc.) are not
affiliated with the Company or the Trust.

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For providing its services under the Management Agreement, AFIMS will receive a
fee, computed daily at an annual rate based on the average daily net asset value
of each Fund as follows:

<TABLE>
<S> <C> <C>
Select Aggressive Growth Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Capital Appreciation Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Value Opportunity Fund First $100 million 1.00%
Next $150 million 0.85%
Next $250 million 0.80%
Next $250 million 0.75%
Over $750 million 0.70%
Select Emerging Markets Fund * 1.35%
Select International Equity Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Growth Fund First $250 million 0.85%
Next $250 million 0.80%
Next $250 million 0.75%
Over $750 million 0.70%
Select Strategic Growth Fund * 0.85%
Growth Fund First $100 million 0.60%
Next $150 million 0.60%
Next $250 million 0.40%
Over $500 million 0.35%
Equity Index Fund First $50 million 0.35%
Next $200 million 0.30%
Over $250 million 0.25%
Select Growth and Income Fund First $100 million 0.75%
Next $150 million 0.70%
Over $250 million 0.65%
Investment Grade Income Fund First $50 million 0.50%
Next $50 million 0.45%
Over $100 million 0.40%
Select Income Fund First $50 million 0.60%
Next $50 million 0.55%
Over $100 million 0.45%
Government Bond Fund * 0.50%
Money Market Fund First $50 million 0.35%
Next $200 million 0.25%
Over $250 million 0.20%
</TABLE>

* For the Select Emerging Markets Fund, Government Bond Fund, and Select
Strategic Growth Fund, each rate applicable to AFIMS does not vary according
to the level of assets in the Fund.

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<PAGE>
AFIMS's fee, computed for each Fund of the Trust, will be paid from the assets
of such Fund. Pursuant to the Management Agreement with the Trust, AFIMS has
entered into agreements (Sub-Adviser Agreements) with other investment advisers
(Sub-Advisers) under which each Sub-Adviser manages the investments of one or
more of the Funds. Under the Sub-Adviser Agreement, the Sub-Adviser is
authorized to engage in portfolio transactions on behalf of the applicable Fund,
subject to such general or specific instructions as may be given by the
Trustees. The terms of a Sub-Adviser Agreement cannot be materially changed
without the approval of a majority in interest of the shareholders of the
affected Fund. AFIMS is solely responsible for the payment of all fees for
investment management services to the Sub-Advisers.

The prospectus of the Trust contains additional information concerning the
Funds, including information about additional expenses paid by the Funds and
fees paid to the Sub-Advisers by AFIMS, and should be read in conjunction with
this Prospectus.

INVESTMENT ADVISORY SERVICES TO FIDELITY VIP AND FIDELITY VIP II

For managing investments and business affairs, each Portfolio pays a monthly fee
to Fidelity Management. The prospectuses of Fidelity VIP and Fidelity VIP II
contain additional information concerning the Portfolios, including information
about additional expenses paid by the Portfolios, and should be read in
conjunction with this Prospectus.

The Fidelity VIP High Income Portfolio pays a monthly fee to Fidelity Management
at an annual fee rate made up of the sum of two components:

1. A group fee rate based on the monthly average net assets of all the mutual
funds advised by Fidelity Management. On an annual basis this rate cannot
rise above 0.37%, and drops as total assets in all these funds rise.

2. An individual fund fee rate of 0.45% of the Fidelity VIP High Income
Portfolio's average net assets throughout the month. One-twelfth of the
annual management fee rate is applied to net assets averaged over the most
recent month, resulting in a dollar amount which is the management fee for
that month.

The fee rates of the Fidelity VIP Equity-Income, Fidelity VIP Growth, Fidelity
VIP II Asset Manager and Fidelity VIP Overseas Portfolios each are made of two
components:

1. A group fee rate based on the monthly average net assets of all of the
mutual funds advised by Fidelity Management. On an annual basis, this rate
cannot rise above 0.52%, and drops as total assets in all these mutual funds
rise.

2. An individual Portfolio fee rate of 0.20% for the Fidelity VIP Equity-Income
Portfolio, 0.30% for the Fidelity VIP Growth Portfolio, 0.25% for the
Fidelity VIP II Asset Manager Portfolio and 0.45% for the Fidelity VIP
Overseas Portfolio.

One-twelfth of the sum of these two rates is applied to the respective
Portfolio's net assets averaged over the most recent month, giving a dollar
amount which is the fee for that month.

Thus, the Fidelity VIP High Income Portfolio may have a fee as high as 0.82% of
its average net assets. The Fidelity VIP Equity-Income Portfolio may have a fee
as high as 0.72% of its average net assets. The Fidelity VIP Growth Portfolio
may have a fee as high as 0.82% of its average net assets. The Asset Manager
Portfolio may have a fee as high as 0.77% of its average net assets. The
Fidelity VIP Overseas Portfolio may have a fee as high as 0.97% of its average
net assets. The actual fee rate may be less depending on the total assets in the
funds advised by Fidelity Management.

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<PAGE>
INVESTMENT ADVISORY SERVICES TO T. ROWE PRICE

The Investment Adviser for the T. Rowe Price International Stock Portfolio is
Rowe Price-Fleming International, Inc. ("Price-Fleming"). Price-Fleming, founded
in 1979 as a joint venture between T. Rowe Price Associates, Inc. and Robert
Fleming Holdings, Limited, is one of America's largest international mutual fund
asset managers, with approximately $30 billion 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 to
the Select Capital Appreciation Fund of the Trust.

To cover investment management and operating expenses, the T. Rowe Price
International Stock Portfolio pays Price-Fleming a single, all-inclusive fee of
1.05% of its average daily net assets.

INVESTMENT ADVISORY SERVICES TO DGPF

Each Series of DGPF pays an investment adviser an annual fee for managing the
portfolios and making the investment decisions for the Series. The investment
adviser for the International Equity Series is Delaware International Advisers
Ltd. ("Delaware International"). The annual fee paid by the International Equity
Series to Delaware International is equal to 0.75% of the average daily net
assets of the Series.

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 the initial
payment is not made with the application, on Contract delivery we will require
the initial payment to place the insurance in force.

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.)

24
<PAGE>
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 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 Contract Value in the Variable Account; PLUS

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

We may delay a refund of any payment made by check until the check has cleared
your bank. 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
non-variable 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."

25
<PAGE>
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, but may not
have Contract Value in more than twenty (20) Sub-Accounts at one time. The
minimum amount that you may allocate to a Sub-Account is 1.0% 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. We require that callers
on behalf of a Contract Owner identify themselves by name and identify the
Contract Owner by name, date of birth and Social Security number. 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 will deduct a
transfer charge not to exceed $25 from amounts transferred in that Contract
year.

Transfers involving 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

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 of the Sub-Account which invests in the Money Market
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 Account
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

26
<PAGE>
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.

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.

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 Benefit 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

- Guideline 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.

In most states, we will compute the Net Death Benefit on the date we receive due
proof of the Insured's death.

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

- Guideline 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.

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 2.65% 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 will have a guideline minimum sum insured of
$132,500 ($50,000X2.65); Contract Value of $60,000 will produce a guideline
minimum sum insured of $159,000 ($60,000X2.65); and Contract Value of $75,000
will produce a guideline minimum sum insured of $198,750 ($75,000X2.65).

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<PAGE>
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 period it was allocated
to the Fixed Account (see "THE CONTRACT -- Application 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

- 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:

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<PAGE>
- 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.

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.

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<PAGE>
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 Benefit 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 costs and any applicable surrender
fee. See "CHARGES AND DEDUCTIONS -- Surrender Charges" and "CHARGES AND
DEDUCTIONS -- Partial Withdrawal Costs." 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 Benefit
Payments."

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

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 or partial withdrawal 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.

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:

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<PAGE>
- 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 Insured 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 expense 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.

- FEDERAL & 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. 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.

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<PAGE>
- 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

The Contract's contingent surrender charge is a deferred sales charge and an
unrecovered payment tax charge. The deferred sales charge compensates us for
distribution expenses, including commissions to our representatives, advertising
and the printing of prospectuses and sales literature.

<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>

The surrender charge applies for ten Contract years. We impose the surrender
charge only if, during its duration, you request a full surrender or a partial
withdrawal in excess of the free withdrawal amount.

* For a Contract that lapses and reinstates, see "REINSTATEMENT."

PARTIAL WITHDRAWAL COSTS

For each partial 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 withdrawal.

A partial withdrawal charge may also be deducted from Contract Value. However,
in any Contract year, you may withdraw, without a partial withdrawal charge, up
to:

- 10% of the Contract Value; MINUS

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

The right to make the Free 10% Withdrawal is not cumulative from Contract year
to Contract year. For example, if only 8% of Contract Value were withdrawn 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.

We impose any applicable surrender charge on any withdrawal greater than the
Free 10% 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.

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<PAGE>
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 results 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 Contract Value minus any surrender charges. 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. The available
percentage of the gain carried over from an exchanged policy less any policy
loan carried over which will be eligible for preferred loan treatment is as
follows:
<TABLE>
<CAPTION>
Beginning of
Contract Year 1 2 3 4 5 6 7 8 9
--- --- --- --- --- --- --- --- ---

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unloaned Gain 0% 10% 20% 30% 40% 50% 60% 70% 80%
Available

<CAPTION>
Beginning of
Contract Year 10 11
--- ---------
<S> <C> <C>
Unloaned Gain 90% 100%
Available
</TABLE>

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

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.

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<PAGE>
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."

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<PAGE>
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.

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.

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<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 as 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 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.

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<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. As a life
insurance contract, 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. If a Contract were

37
<PAGE>
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 can not be paid at a rate more rapidly than allowed by
the payment of seven annual payments using specified computational rules
provided in Section 7702A.

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% 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 12-month 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 is 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. 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.

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<PAGE>
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 disregard voting instructions Contract Owners initiate in favor of any
change in the investment policies or in any investment adviser or principal
underwriter. Our disapproval of any change must be reasonable. A change in
investment policies or investment adviser must be based on a good faith
determination that the change would be contrary to state law or otherwise is
improper under the objectives and purposes of the Funds. If we do disregard
voting instructions, we will include a summary of and reasons for that action in
the next report to Contract Owners.

39
<PAGE>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S) DURING PAST FIVE
NAME AND POSITION YEARS
- --------------------------------------------- ---------------------------------------------
<S> <C>

Bruce C. Anderson Director of First Allmerica since 1996; Vice
Director President, First Allmerica since 1984

Abigail M. Armstrong Secretary of First Allmerica since 1996;
Secretary and Counsel Counsel, First Allmerica since 1991

Robert E. Bruce Director and Chief Information Officer of
Director and Chief Information Officer First Allmerica since 1997; Vice President of
First Allmerica since 1995; Corporate
Manager, Digital Equipment Corporation 1979
to 1995

John P. Kavanaugh Director and Chief Investment Officer of
Director, Vice President and First Allmerica since 1996; Vice President,
Chief Investment Officer First Allmerica since 1991

John F. Kelly Director of First Allmerica since 1996;
Director, Vice President and General Counsel since 1981; Senior Vice
General Counsel President since 1986, and Assistant
Secretary, First Allmerica since 1991

J. Barry May Director of First Allmerica since 1996;
Director Director and President, The Hanover Insurance
Company since 1996; Vice President, The
Hanover Insurance Company, 1993 to 1996;
General Manager, The Hanover Insurance
Company 1989 to 1993

James R. McAuliffe Director of First Allmerica since 1996;
Director Director of Citizens Insurance Company of
America since 1992; President since 1994 and
CEO since 1996; Vice President, First
Allmerica 1982 to 1994 and Chief Investment
Officer, First Allmerica 1986 to 1994.

John F. O'Brien Director, Chairman of the Board, President
Director and Chairman of the Board and Chief Executive Officer, First Allmerica
since 1989

Edward J. Parry, III Director and Chief Financial Officer of First
Director, Vice President, Allmerica since 1996; Vice President and
Chief Financial Officer and Treasurer Treasurer, First Allmerica since 1993

Richard M. Reilly Director of First Allmerica since 1996; Vice
Director, President and President, First Allmerica since 1990;
Chief Executive Officer Director, Allmerica Investments, Inc. since
1990; Director and President, Allmerica
Financial Investment Management Services,
Inc. since 1990

Robert P. Restrepo, Jr. Director and Vice President of First
Director and Vice President Allmerica since May, 1998; Chief Executive
Officer, Travelers Property & Casualty Group,
1996 to 1998; Senior Vice President, Aetna
Life & Casualty Company, 1993 to 1996

Eric A. Simonsen Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1990; Chief
Financial Officer, First Allmerica 1990 to
1996

Phillip E. Soule Director of First Allmerica since 1996; Vice
Director President, First Allmerica since 1987
</TABLE>

40
<PAGE>
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 5.5% 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, promotional
incentives or payments may also be provided to 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 and investment earnings on amounts allocated
under the Contracts to 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. We will
send you reports containing financial statements and other information for the
Variable Account and the Funds as the 1940 Act requires.

SERVICES

The Company receives fees from the investment advisers or other service
providers of certain Underlying Funds in return for providing certain services
to Contract Owners. Currently, the Company receives service fees with respect to
the Fidelity VIP Overseas Portfolio, Fidelity VIP Equity-Income Portfolio,
Fidelity VIP Growth Portfolio, Fidelity VIP High Income Portfolio, and Fidelity
VIP II Asset Manager Portfolio, at an annual rate of 0.10% of the aggregate net
asset value, respectively, of the shares held by the Variable Account. With
respect to the T. Rowe Price International Stock Portfolio, the Company receives
service fees at an annual rate of 0.15% per annum of the aggregate net asset
value of shares held by the Variable Account. The Company may in the future
render services for which it will receive compensation from the investment
advisers or other service providers of other Underlying Funds.

41
<PAGE>
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 is not
involved in any litigation that is of material importance in relation to its
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
Portfolios of VIP and T. Rowe are also 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.

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.

42
<PAGE>
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
Fixed 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

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.

TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND CONTRACT LOANS

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.

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.

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.

INDEPENDENT ACCOUNTANTS

The financial statements of the Company as of December 31, 1997 and 1996 and for
each of the two years in the period ended December 31, 1997, included in this
prospectus constituting part of the Registration Statement, have been so
included in reliance on the report of Price Waterhouse 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
Contracts.

43
<PAGE>
FINANCIAL STATEMENTS

Financial Statements for the Company are included in this Prospectus, starting
on the next page. 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.

44
<PAGE>
FINANCIAL STATEMENTS

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS) 1998 1997
-------------------------------------------------- ------ -------
<S> <C> <C>
REVENUES
Premiums........................................ $ 0.4 $ 8.0
Universal life and investment product policy
fees........................................ 61.9 49.9
Net investment income......................... 38.7 42.3
Net realized investment gains (losses)........ 17.1 (1.7)
Other income.................................. 0.9 0.1
------ -------
Total revenues............................ 119.0 98.6
------ -------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
adjustment expenses......................... 40.0 49.2
Policy acquisition expenses................... 16.8 13.8
Loss from cession of disability income
business.................................... -- 53.9
Other operating expenses...................... 25.4 23.4
------ -------
Total benefits, losses and expenses....... 82.2 140.3
------ -------
Income (loss) before federal income taxes......... 36.8 (41.7)
------ -------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current....................................... 14.2 (16.2)
Deferred...................................... (1.1) 1.8
------ -------
Total federal income tax expense
(benefit)............................... 13.1 (14.4)
------ -------
Net income (loss)................................. 23.7 (27.3)

OTHER COMPREHENSIVE (LOSS)
Net (depreciation) on available for sale
securities.................................... (5.9) (16.4)
Benefit for deferred federal income taxes....... 2.1 5.8
------ -------
Other comprehensive (loss)................ (3.8) (10.6)
------ -------
Comprehensive income (loss)....................... $ 19.9 $ (37.9)
------ -------
------ -------
</TABLE>

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

UF-1
<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>
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS) 1998 1997
-------------------------------------------------- ------- -------
<S> <C> <C>
COMMON STOCK
Balance at beginning and end of period........ $ 2.5 $ 2.5
------- -------
ADDITIONAL PAID IN CAPITAL
Balance at beginning and end of period........ 386.9 346.3
------- -------
RETAINED EARNINGS
Balance at beginning of period................ 213.1 176.4
Net income (loss)............................. 23.7 (27.3)
------- -------
Balance at end of period...................... 236.8 149.1
------- -------
ACCUMULATED OTHER COMPREHENSIVE INCOME
NET UNREALIZED APPRECIATION ON INVESTMENTS
Balance at beginning of period................ 38.5 20.5
Net (depreciation) on available for sale
securities.................................. (5.9) (16.4)
Benefit for deferred federal income taxes..... 2.1 5.8
------- -------
Other comprehensive (loss)................ (3.8) (10.6)
------- -------
Balance at end of period...................... 34.7 9.9
------- -------
Total shareholder's equity................ $ 660.9 $ 507.8
------- -------
------- -------
</TABLE>

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

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(UNAUDITED) MARCH 31, DECEMBER 31,
(IN MILLIONS) 1998 1997
-------------------------------------------------- ------------ ----------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities at fair value (amortized cost
of $1,358.4 and $1,340.5)................... $ 1,422.5 $ 1,402.5
Equity securities at fair value (cost of $33.9
and $34.4).................................. 47.5 54.0
Mortgage loans................................ 223.1 228.2
Real estate................................... 12.0 12.0
Policy loans.................................. 142.6 140.1
Other long term investments................... 20.7 20.3
------------ ----------------
Total investments......................... 1,868.4 1,857.1
------------ ----------------
Cash and cash equivalents....................... 9.6 31.1
Accrued investment income....................... 33.3 34.2
Deferred policy acquisition costs............... 800.3 765.3
Reinsurance receivables:
Future policy benefits........................ 265.9 242.5
Outstanding claims, losses and loss adjustment
expenses.................................... 7.6 5.5
Unearned premiums............................. 2.9 1.7
Other......................................... 11.3 1.4
------------ ----------------
Total reinsurance receivables............. 287.7 251.1
------------ ----------------
Premiums, accounts and notes receivable......... 0.2 --
Other assets.................................... 10.1 10.7
Separate account assets......................... 8,935.2 7,567.3
------------ ----------------
Total assets.............................. $ 11,944.8 $ 10,516.8
------------ ----------------
------------ ----------------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits........................ $ 2,101.1 $ 2,097.3
Outstanding claims, losses and loss adjustment
expenses.................................... 22.5 18.5
Unearned premiums............................. 2.9 1.8
Contractholder deposit funds and other policy
liabilities................................. 34.6 32.5
------------ ----------------
Total policy liabilities and accruals..... 2,161.1 2,150.1
------------ ----------------
Expenses and taxes payable...................... 90.3 77.6
Reinsurance premiums payable.................... 16.2 4.9
Short term debt................................. 6.9 --
Deferred federal income taxes................... 72.8 75.9
Separate account liabilities.................... 8,936.6 7,567.3
------------ ----------------
Total liabilities......................... 11,283.9 9,875.8
------------ ----------------
Commitments and contingencies (Note 5)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares
authorized, 2,521 shares issued &
outstanding................................... 2.5 2.5
Additional paid in capital...................... 386.9 386.9
Accumulated other comprehensive income.......... 34.7 38.5
Retained earnings............................... 236.8 213.1
------------ ----------------
Total shareholder's equity................ 660.9 641.0
------------ ----------------
Total liabilities and shareholder's
equity.................................. $ 11,944.8 $ 10,516.8
------------ ----------------
------------ ----------------
</TABLE>

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

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31,
(IN MILLIONS) 1998 1997
-------------------------------------------------- ------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)............................. $ 23.7 $ (27.3)
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Net realized (gains) losses............... (17.1) 1.7
Net amortization and depreciation......... (0.2) 0.1
Deferred federal income taxes............. (1.1) 1.8
Change in deferred acquisition costs...... (35.7) 10.8
Change in premiums and notes receivable,
net of reinsurance...................... 11.1 --
Change in accrued investment income....... 0.9 (2.9)
Change in policy liabilities and accruals,
net..................................... 11.2 1.0
Change in reinsurance receivable.......... (36.6) (1.0)
Change in expenses and taxes payable...... 10.8 10.4
Separate account activity, net............ 1.3 0.2
Other, net................................ 1.2 (0.8)
------- -------
Net cash used in operating
activities.......................... (30.5) (6.0)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities of
available-for-sale fixed maturities......... 52.1 255.1
Proceeds from disposals of equity
securities.................................. 37.6 1.2
Proceeds from disposals of other
investments................................. -- 0.1
Proceeds from mortgages matured or
collected................................... 29.1 10.9
Purchase of available-for-sale fixed
maturities.................................. (69.6) (263.4)
Purchase of equity securities................. (25.5) (0.7)
Purchase of other investments................. (21.6) (16.5)
------- -------
Net cash provided by (used in)
investing activities................ 2.1 (13.3)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in short term debt..................... 6.9 19.9
------- -------
Net cash provided by financing
activities.......................... 6.9 19.9
------- -------
Net change in cash and cash equivalents........... (21.5) 0.6
Cash and cash equivalents, beginning of period.... 31.1 18.8
------- -------
Cash and cash equivalents, end of period.......... $ 9.6 $ 19.4
------- -------
------- -------
</TABLE>

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

UF-4
<PAGE>
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

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 SMA Financial Corporation ("SMAFCO"), which is wholly owned by
First Allmerica Financial Life Insurance Company ("FAFLIC"). FAFLIC is a wholly
owned subsidiary of Allmerica Financial Corporation ("AFC"). The accompanying
unaudited consolidated financial statements of AFLIAC have been prepared in
accordance with generally accepted accounting principles for stock life
insurance companies for interim financial information.

The interim consolidated financial statements of AFLIAC include the accounts of
Somerset Square, Inc., a wholly owned non-insurance company. Somerset Square,
Inc. was transferred from SMAFCO effective November 30, 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 accompanying interim consolidated financial statements reflect, in the
opinion of the Company's management, all adjustments, consisting of only normal
and recurring adjustments, necessary for a fair presentation of the financial
position and results of operations. Certain reclassifications have been made to
the 1997 consolidated statements of income in order to conform to the 1998
presentation. The results of operations for the three months ended March 31,
1998 are not necessarily indicative of the results to be expected for the full
year. These financial statements should be read in conjunction with the
Company's 1997 Annual Audited Financial Statements.

2. NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards 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 other events and circumstances from non-owner sources. This statement is
effective for fiscal years beginning after December 15, 1997. The Company has
adopted Statement No. 130 for the first quarter of 1998, resulting primarily in
reporting unrealized gains and losses on investments in debt and equity
securities in comprehensive income.

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 No. 97-3"). SOP No. 97-3
provides guidance on 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 Company believes that the adoption of this statement will
not have a material effect on the results of operations or financial position.

In March 1998, the AICPA issued Statement of Position 98-1, "Accounting for the
Cost of Computer Software Developed or Obtained for Internal Use" ("SOP No.
98-1"). SOP No. 98-1 requires that certain costs incurred in developing
internal-use computer software be capitalized and provides guidance for
determining

UF-5
<PAGE>
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

whether computer software is to be considered for internal use. This statement
is effective for fiscal years beginning after December 15, 1998. The Company is
currently determining the impact of adoption of SOP No. 98-1.

3. SIGNIFICANT TRANSACTIONS

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. This agreement did not have a
material effect on the Company's results of operations or financial position.

4. FEDERAL INCOME TAXES

Federal income tax expense for the periods ended March 31, 1998 and 1997, has
been computed using estimated effective tax rates. These rates are revised, if
necessary, at the end of each successive interim period to reflect the current
estimates of the annual effective tax rates.

5. COMMITMENTS AND CONTINGENCIES

LITIGATION

In July 1997, a lawsuit was instituted in Louisiana against AFC and certain of
its subsidiaries 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 refiled the action in Federal District Court in Worcester,
Massachusetts. The plaintiffs seek to be certified as a class. The case is in
early stages of discovery and the Company is evaluating the claims. Although the
Company believes it has meritorious defenses to plaintiffs' claims, there can be
no assurance that the claims will be resolved on a basis which is satisfactory
to the Company.

YEAR 2000

The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
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.

Although the Company does not believe that there is a material contingency
associated with the Year 2000 project, there can be no assurance that exposure
for material contingencies will not arise.

UF-6
<PAGE>
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

IN JUNE 1997, THE FASB ALSO ISSUED STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
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. THE COMPANY HAS ADOPTED STATEMENT NO. 131 FOR THE FIRST
QUARTER OF 1998, RESULTING IN CERTAIN SEGMENT RE-DEFINITIONS WHICH HAVE NO
IMPACT ON THE CONSOLIDATED RESULTS OF OPERATIONS. (SEE NOTE 7.)

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

FINANCIAL STATEMENTS
DECEMBER 31, 1997
<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, of shareholder's equity, and of cash flows
present fairly, in all material respects, the financial position of Allmerica
Financial Life Insurance and Annuity Company at December 31, 1997 and 1996, and
the results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles. 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
generally accepted auditing standards 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/ Price Waterhouse LLP

PRICE WATERHOUSE LLP

Boston, Massachusetts

February 3, 1998
<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) 1997 1996
-------------------------------------------------- ------- -------
<S> <C> <C>
REVENUES
Premiums........................................ $ 22.8 $ 32.7
Universal life and investment product policy
fees........................................ 212.2 176.2
Net investment income......................... 164.2 171.7
Net realized investment gains (losses)........ 2.9 (3.6)
Other income.................................. 1.4 0.9
------- -------
Total revenues............................ 403.5 377.9
------- -------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
adjustment expenses......................... 187.8 192.6
Policy acquisition expenses................... 2.8 49.9
Loss from cession of disability income
business.................................... 53.9 --
Other operating expenses...................... 101.3 86.6
------- -------
Total benefits, losses and expenses....... 345.8 329.1
------- -------
Income before federal income taxes................ 57.7 48.8
------- -------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current....................................... 13.9 26.9
Deferred...................................... 7.1 (9.8)
------- -------
Total federal income tax expense.......... 21.0 17.1
------- -------
Net income........................................ $ 36.7 $ 31.7
------- -------
------- -------
</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) 1997 1996
-------------------------------------------------- ---------- ---------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities at fair value (amortized cost
of $1,340.5 and $1,660.2)................... $ 1,402.5 $ 1,698.0
Equity securities at fair value (cost of $34.4
and $33.0).................................. 54.0 41.5
Mortgage loans................................ 228.2 221.6
Real estate................................... 12.0 26.1
Policy loans.................................. 140.1 131.7
Other long term investments................... 20.3 7.9
---------- ---------
Total investments......................... 1,857.1 2,126.8
---------- ---------
Cash and cash equivalents....................... 31.1 18.8
Accrued investment income....................... 34.2 37.7
Deferred policy acquisition costs............... 765.3 632.7
Reinsurance receivables on paid and unpaid
losses, benefits and unearned premiums........ 251.1 81.5
Other assets.................................... 10.7 8.2
Separate account assets......................... 7,567.3 4,524.0
---------- ---------
Total assets.............................. $ 10,516.8 $ 7,429.7
---------- ---------
---------- ---------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits........................ $ 2,097.3 $ 2,171.3
Outstanding claims, losses and loss adjustment
expenses.................................... 18.5 16.1
Unearned premiums............................. 1.8 2.7
Contractholder deposit funds and other policy
liabilities................................. 32.5 32.8
---------- ---------
Total policy liabilities and accruals..... 2,150.1 2,222.9
---------- ---------
Expenses and taxes payable...................... 77.6 77.3
Reinsurance premiums payable.................... 4.9 --
Deferred federal income taxes................... 75.9 60.2
Separate account liabilities.................... 7,567.3 4,523.6
---------- ---------
Total liabilities......................... 9,875.8 6,884.0
---------- ---------
Commitments and contingencies (Note 13)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares
authorized, 2,521 and 2,518 shares issued and
outstanding................................... 2.5 2.5
Additional paid in capital...................... 386.9 346.3
Unrealized appreciation on investments, net..... 38.5 20.5
Retained earnings............................... 213.1 176.4
---------- ---------
Total shareholder's equity................ 641.0 545.7
---------- ---------
Total liabilities and shareholder's
equity.................................. $ 10,516.8 $ 7,429.7
---------- ---------
---------- ---------
</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) 1997 1996
-------------------------------------------------- ------- -------
<S> <C> <C>
COMMON STOCK
Balance at beginning of period................ $ 2.5 $ 2.5
Issued during year............................ -- --
------- -------
Balance at end of period...................... 2.5 2.5
------- -------
ADDITIONAL PAID IN CAPITAL
Balance at beginning of period................ 346.3 324.3
Contribution from Parent...................... 40.6 22.0
------- -------
Balance at end of period...................... 386.9 346.3
------- -------
RETAINED EARNINGS
Balance at beginning of period................ 176.4 144.7
Net income.................................... 36.7 31.7
------- -------
Balance at end of period...................... 213.1 176.4
------- -------
NET UNREALIZED APPRECIATION ON INVESTMENTS
Balance at beginning of period................ 20.5 23.8
Net appreciation (depreciation) on available
for sale securities......................... 27.0 (5.1)
(Provision) benefit for deferred federal
income taxes................................ (9.0) 1.8
------- -------
Balance at end of period...................... 38.5 20.5
------- -------
Total shareholder's equity................ $ 641.0 $ 545.7
------- -------
------- -------
</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 CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
-------------------------------------------------- -------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................... $ 36.7 $ 31.7
Adjustments to reconcile net income to net
cash used in operating activities:
Net realized gains........................ (2.9) 3.6
Net amortization and depreciation......... -- 3.5
Loss from cession of disability income
business................................ 53.9 --
Deferred federal income taxes............. 7.1 (9.8)
Payment related to cession of disability
income business......................... (207.0) --
Change in deferred acquisition costs...... (181.3) (66.8)
Change in premiums and notes receivable,
net of reinsurance payable.............. 3.9 (0.2)
Change in accrued investment income....... 3.5 1.2
Change in policy liabilities and accruals,
net..................................... (72.4) (39.9)
Change in reinsurance receivable.......... 22.1 (1.5)
Change in expenses and taxes payable...... 0.2 32.3
Separate account activity, net............ 0.4 10.5
Other, net................................ (7.5) (0.2)
-------- --------
Net used in operating activities...... (343.3) (35.6)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities of
available-for-sale fixed maturities......... 909.7 809.4
Proceeds from disposals of equity
securities.................................. 2.4 1.5
Proceeds from disposals of other
investments................................. 23.7 17.4
Proceeds from mortgages matured or
collected................................... 62.9 34.0
Purchase of available-for-sale fixed
maturities.................................. (579.7) (795.8)
Purchase of equity securities................. (3.2) (13.2)
Purchase of other investments................. (79.4) (36.2)
Other investing activities, net............... -- (2.0)
-------- --------
Net cash provided by investing
activities.............................. 336.4 15.1
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock and capital
paid in..................................... 19.2 22.0
-------- --------
Net cash provided by financing
activities.............................. 19.2 22.0
-------- --------
Net change in cash and cash equivalents........... 12.3 1.5
Cash and cash equivalents, beginning of period.... 18.8 17.3
-------- --------
Cash and cash equivalents, end of period.......... $ 31.1 $ 18.8
-------- --------
-------- --------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid................................. $ -- $ 3.4
Income taxes paid............................. $ 5.4 $ 16.5
</TABLE>

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

F-4
<PAGE>
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE

The guideline minimum sum insured is a percentage of the Contract Value as set
forth below, according to federal tax regulations:

GUIDELINE MINIMUM SUM INSURED

<TABLE>
<CAPTION>
Age of Insured Percentage of
on Date of Death Contract Value
------------------ -----------------
<S> <C>
40 (and under).......................................... 265%
45...................................................... 230%
50...................................................... 200%
55...................................................... 165%
60...................................................... 145%
65...................................................... 135%
70...................................................... 130%
75...................................................... 120%
80...................................................... 120%
85...................................................... 120%
90...................................................... 110%
91...................................................... 108%
92...................................................... 106%
93...................................................... 105%
94...................................................... 105%
95...................................................... 105%
96...................................................... 104%
97...................................................... 103%
98...................................................... 102%
99 and above............................................ 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:

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

(b) 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.

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

C-1
<PAGE>
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 a Contract issued to a male, age 55, under a standard
underwriting class and qualifying for the non-tobacco user discount, and 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. The tables illustrate the guaranteed insurance protection rates and
the current insurance protection rates as presently in effect.

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). 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 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 payments 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.

EXPENSES OF THE UNDERLYING FUNDS

The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses, which are assumed to be at an annual rate
of 0.85% of the average daily net assets of the Underlying Fund. The actual fees
and expenses of each Underlying Fund vary, and, in 1997, ranged from an annual
rate of 0.35% to an annual rate of 2.00% of average daily net assets. The fees
and expenses associated with the

D-1
<PAGE>
Contract may be more or less than 0.85% in the aggregate, depending upon how you
make allocations of the Contract Value among the Sub-Accounts.

Until further notice, AFIMS has declared a voluntary expense limitation of 1.35%
of average net assets for the Select Aggressive Growth Fund and Select Capital
Appreciation Fund, 1.50% for the Select International Equity Fund, 1.25% for the
Select Value Opportunity Fund, 1.20% for the Growth Fund and Select Growth Fund,
1.10% for the Select Growth and Income, 1.00% for the Select Income Fund,
Investment Grade Income Fund and Government Bond Fund, and 0.60% for the Money
Market Fund and Equity Index Fund. The total operating expenses of these Funds
of the Trust were less than their respective expense limitations in 1997. These
limitations may be terminated at any time.

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,
the manager 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-adviser. These limitations may be terminated at any time.

Effective July 1, 1997, Delaware International Advisers Ltd., the investment
adviser for the International Equity Series, has agreed to limit total annual
expenses of the Fund to 0.95%. This limitation replaces a prior limitation of
0.80% that expired on June 30, 1997. The new limitation will be in effect
through October 31, 1998. In 1997, the actual ratio of total annual expenses of
the International Equity Series was 0.85%.

NET ANNUAL RATES OF INVESTMENT

Taking into account the Separate Account mortality and expense risk charge of
0.90%, and the assumed 0.85% 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 (-1.75%), 4.25% and 10.25%, 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
SINGLE PREMIUM VARI-EXEPTIONAL LIFE

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 21,288 23,788 74,596 22,741 25,241 74,596 24,194 26,694 74,596
2 27,563 20,665 22,978 74,596 23,557 25,870 74,596 26,621 28,934 74,596
3 28,941 20,070 22,195 74,596 24,390 26,515 74,596 29,236 31,361 74,596
4 30,388 19,501 21,439 74,596 25,238 27,175 74,596 32,055 33,993 74,596
5 31,907 18,959 20,709 74,596 26,103 27,853 74,596 35,095 36,845 74,596
6 33,502 18,441 20,003 74,596 26,984 28,547 74,596 38,374 39,937 74,596
7 35,178 18,134 19,322 74,596 28,071 29,258 74,596 42,100 43,288 74,596
8 36,936 17,851 18,663 74,596 29,175 29,987 74,596 46,107 46,920 74,596
9 38,783 17,653 18,028 74,596 30,360 30,735 74,596 50,482 50,857 74,596
10 40,722 17,413 17,413 74,596 31,501 31,501 74,596 55,124 55,124 75,520
11 42,758 17,006 17,006 74,596 32,643 32,643 74,596 60,411 60,411 81,555
12 44,896 16,609 16,609 74,596 33,827 33,827 74,596 66,205 66,205 88,714
13 47,141 16,220 16,220 74,596 35,053 35,053 74,596 72,554 72,554 96,497
14 49,498 15,841 15,841 74,596 36,324 36,324 74,596 79,512 79,512 104,956
15 51,973 15,471 15,471 74,596 37,642 37,642 74,596 87,138 87,138 114,150
16 54,572 15,109 15,109 74,596 39,007 39,007 74,596 95,494 95,494 124,143
17 57,300 14,756 14,756 74,596 40,421 40,421 74,596 104,653 104,653 133,955
18 60,165 14,411 14,411 74,596 41,887 41,887 74,596 114,689 114,689 144,508
19 63,174 14,074 14,074 74,596 43,406 43,406 74,596 125,688 125,688 155,854
20 66,332 13,745 13,745 74,596 44,980 44,980 74,596 137,742 137,742 168,046

Age 60 31,907 18,959 20,709 74,596 26,103 27,853 74,596 35,095 36,845 74,596
Age 65 40,722 17,413 17,413 74,596 31,501 31,501 74,596 55,124 55,124 75,520
Age 70 51,973 15,471 15,471 74,596 37,642 37,642 74,596 87,138 87,138 114,150
Age 75 66,332 13,745 13,745 74,596 44,980 44,980 74,596 137,742 137,742 168,046
</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.

D-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SINGLE PREMIUM VARI-EXEPTIONAL LIFE

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 21,029 23,529 74,596 22,483 24,983 74,596 23,938 26,438 74,596
2 27,563 20,094 22,407 74,596 22,994 25,307 74,596 26,069 28,382 74,596
3 28,941 19,131 21,256 74,596 23,470 25,595 74,596 28,350 30,475 74,596
4 30,388 18,138 20,075 74,596 23,910 25,847 74,596 30,799 32,736 74,596
5 31,907 17,100 18,850 74,596 24,300 26,050 74,596 33,428 35,178 74,596
6 33,502 16,015 17,578 74,596 24,640 26,203 74,596 36,261 37,824 74,596
7 35,178 15,055 16,242 74,596 25,103 26,291 74,596 39,507 40,694 74,596
8 36,936 14,022 14,834 74,596 25,493 26,306 74,596 43,004 43,817 74,596
9 38,783 12,960 13,335 74,596 25,857 26,232 74,596 46,847 47,222 74,596
10 40,722 11,719 11,719 74,596 26,047 26,047 74,596 50,944 50,944 74,596
11 42,758 10,078 10,078 74,596 25,986 25,986 74,596 55,542 55,542 74,981
12 44,896 8,275 8,275 74,596 25,800 25,800 74,596 60,598 60,598 81,201
13 47,141 6,286 6,286 74,596 25,468 25,468 74,596 66,073 66,073 87,878
14 49,498 4,081 4,081 74,596 24,966 24,966 74,596 71,997 71,997 95,036
15 51,973 1,628 1,628 74,596 24,266 24,266 74,596 78,400 78,400 102,704
16 54,572 0 0 74,596 23,324 23,324 74,596 85,309 85,309 110,901
17 57,300 0 0 74,596 22,080 22,080 74,596 92,786 92,786 118,766
18 60,165 0 0 74,596 20,471 20,471 74,596 100,878 100,878 127,107
19 63,174 0 0 74,596 18,402 18,402 74,596 109,633 109,633 135,944
20 66,332 0 0 74,596 15,776 15,776 74,596 119,112 119,112 145,316

Age 60 31,907 17,100 18,850 74,596 24,300 26,050 74,596 33,428 35,178 74,596
Age 65 40,722 11,719 11,719 74,596 26,047 26,047 74,596 50,944 50,944 74,596
Age 70 51,973 1,628 1,628 74,596 24,266 24,266 74,596 78,400 78,400 102,704
Age 75 66,332 0 0 74,596 15,776 15,776 74,596 119,112 119,112 145,316
</TABLE>

D-4
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SINGLE PREMIUM VARI-EXEPTIONAL LIFE

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 21,288 23,788 76,948 22,741 25,241 76,948 24,194 26,694 76,948
2 27,563 20,665 22,978 76,948 23,557 25,870 76,948 26,621 28,934 76,948
3 28,941 20,070 22,195 76,948 24,390 26,515 76,948 29,236 31,361 76,948
4 30,388 19,501 21,439 76,948 25,238 27,175 76,948 32,055 33,993 76,948
5 31,907 18,959 20,709 76,948 26,103 27,853 76,948 35,095 36,845 76,948
6 33,502 18,441 20,003 76,948 26,984 28,547 76,948 38,374 39,937 76,948
7 35,178 18,134 19,322 76,948 28,071 29,258 76,948 42,100 43,288 76,948
8 36,936 17,851 18,663 76,948 29,175 29,987 76,948 46,107 46,920 76,948
9 38,783 17,653 18,028 76,948 30,360 30,735 76,948 50,482 50,857 76,948
10 40,722 17,413 17,413 76,948 31,501 31,501 76,948 55,124 55,124 76,948
11 42,758 17,006 17,006 76,948 32,643 32,643 76,948 60,411 60,411 81,555
12 44,896 16,609 16,609 76,948 33,827 33,827 76,948 66,205 66,205 88,714
13 47,141 16,220 16,220 76,948 35,053 35,053 76,948 72,554 72,554 96,497
14 49,498 15,841 15,841 76,948 36,324 36,324 76,948 79,512 79,512 104,956
15 51,973 15,471 15,471 76,948 37,642 37,642 76,948 87,138 87,138 114,150
16 54,572 15,109 15,109 76,948 39,007 39,007 76,948 95,494 95,494 124,143
17 57,300 14,756 14,756 76,948 40,421 40,421 76,948 104,653 104,653 133,955
18 60,165 14,411 14,411 76,948 41,887 41,887 76,948 114,689 114,689 144,508
19 63,174 14,074 14,074 76,948 43,406 43,406 76,948 125,688 125,688 155,854
20 66,332 13,745 13,745 76,948 44,980 44,980 76,948 137,742 137,742 168,046

Age 60 31,907 18,959 20,709 76,948 26,103 27,853 76,948 35,095 36,845 76,948
Age 65 40,722 17,413 17,413 76,948 31,501 31,501 76,948 55,124 55,124 76,948
Age 70 51,973 15,471 15,471 76,948 37,642 37,642 76,948 87,138 87,138 114,150
Age 75 66,332 13,745 13,745 76,948 44,980 44,980 76,948 137,742 137,742 168,046
</TABLE>

D-5
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SINGLE PREMIUM VARI-EXEPTIONAL LIFE

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 21,029 23,529 76,948 22,483 24,983 76,948 23,937 26,437 76,948
2 27,563 20,092 22,405 76,948 22,991 25,304 76,948 26,065 28,377 76,948
3 28,941 19,139 21,264 76,948 23,475 25,600 76,948 28,350 30,475 76,948
4 30,388 18,153 20,091 76,948 23,920 25,857 76,948 30,801 32,739 76,948
5 31,907 17,135 18,885 76,948 24,325 26,075 76,948 33,439 35,189 76,948
6 33,502 16,074 17,637 76,948 24,684 26,247 76,948 36,282 37,844 76,948
7 35,178 15,143 16,331 76,948 25,170 26,357 76,948 39,535 40,723 76,948
8 36,936 14,144 14,956 76,948 25,586 26,398 76,948 43,040 43,852 76,948
9 38,783 13,121 13,496 76,948 25,979 26,354 76,948 46,885 47,260 76,948
10 40,722 11,930 11,930 76,948 26,208 26,208 76,948 50,983 50,983 76,948
11 42,758 10,347 10,347 76,948 26,190 26,190 76,948 55,572 55,572 76,948
12 44,896 8,617 8,617 76,948 26,058 26,058 76,948 60,657 60,657 81,280
13 47,141 6,716 6,716 76,948 25,792 25,792 76,948 66,185 66,185 88,026
14 49,498 4,624 4,624 76,948 25,373 25,373 76,948 72,177 72,177 95,273
15 51,973 2,302 2,302 76,948 24,771 24,771 76,948 78,663 78,663 103,048
16 54,572 0 0 76,948 23,935 23,935 76,948 85,669 85,669 111,369
17 57,300 0 0 76,948 22,829 22,829 76,948 93,265 93,265 119,379
18 60,165 0 0 76,948 21,401 21,401 76,948 101,504 101,504 127,895
19 63,174 0 0 76,948 19,563 19,563 76,948 110,434 110,434 136,938
20 66,332 0 0 76,948 17,222 17,222 76,948 120,115 120,115 146,541

Age 60 31,907 17,135 18,885 76,948 24,325 26,075 76,948 33,439 35,189 76,948
Age 65 40,722 11,930 11,930 76,948 26,208 26,208 76,948 50,983 50,983 76,948
Age 70 51,973 2,302 2,302 76,948 24,771 24,771 76,948 78,663 78,663 103,048
Age 75 66,332 0 0 76,948 17,222 17,222 76,948 120,115 120,115 146,541
</TABLE>

D-6
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SINGLE PREMIUM VARI-EXEPTIONAL LIFE

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 21,416 23,916 73,207 22,877 25,377 73,207 24,339 26,839 73,207
2 27,563 20,876 23,189 73,207 23,803 26,115 73,207 26,903 29,215 73,207
3 28,941 20,341 22,466 73,207 24,721 26,846 73,207 29,644 31,769 73,207
4 30,388 19,828 21,766 73,207 25,661 27,598 73,207 32,600 34,538 73,207
5 31,907 19,338 21,088 73,207 26,621 28,371 73,207 35,798 37,548 73,207
6 33,502 18,868 20,430 73,207 27,603 29,165 73,207 39,259 40,821 73,207
7 35,178 18,606 19,794 73,207 28,795 29,982 73,207 43,192 44,379 73,207
8 36,936 18,364 19,177 73,207 30,009 30,822 73,207 47,435 48,248 73,207
9 38,783 18,204 18,579 73,207 31,310 31,685 73,207 52,078 52,453 73,207
10 40,722 18,000 18,000 73,207 32,572 32,572 73,207 57,026 57,026 73,207
11 42,758 17,615 17,615 73,207 33,821 33,821 73,207 62,620 62,620 75,144
12 44,896 17,237 17,237 73,207 35,117 35,117 73,207 68,763 68,763 82,515
13 47,141 16,868 16,868 73,207 36,463 36,463 73,207 75,508 75,508 90,610
14 49,498 16,507 16,507 73,207 37,861 37,861 73,207 82,915 82,915 99,498
15 51,973 16,153 16,153 73,207 39,313 39,313 73,207 91,049 91,049 109,259
16 54,572 15,807 15,807 73,207 40,820 40,820 73,207 99,981 99,981 119,977
17 57,300 15,468 15,468 73,207 42,385 42,385 73,207 109,789 109,789 131,747
18 60,165 15,137 15,137 73,207 44,010 44,010 73,207 120,559 120,559 144,671
19 63,174 14,813 14,813 73,207 45,697 45,697 73,207 132,386 132,386 158,863
20 66,332 14,495 14,495 73,207 47,449 47,449 73,207 145,373 145,373 174,447

Age 70 31,907 19,338 21,088 73,207 26,621 28,371 73,207 35,798 37,548 73,207
Age 75 40,722 18,000 18,000 73,207 32,572 32,572 73,207 57,026 57,026 73,207
</TABLE>

D-7
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SINGLE PREMIUM VARI-EXEPTIONAL LIFE

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 21,416 23,916 73,207 22,877 25,377 73,207 24,339 26,839 73,207
2 27,563 20,876 23,189 73,207 23,803 26,115 73,207 26,903 29,215 73,207
3 28,941 20,310 22,435 73,207 24,708 26,833 73,207 29,644 31,769 73,207
4 30,388 19,709 21,646 73,207 25,585 27,523 73,207 32,574 34,511 73,207
5 31,907 19,059 20,809 73,207 26,425 28,175 73,207 35,709 37,459 73,207
6 33,502 18,346 19,908 73,207 27,214 28,777 73,207 39,068 40,630 73,207
7 35,178 17,735 18,922 73,207 28,125 29,312 73,207 42,856 44,044 73,207
8 36,936 17,011 17,824 73,207 28,947 29,759 73,207 46,912 47,725 73,207
9 38,783 16,203 16,578 73,207 29,716 30,091 73,207 51,330 51,705 73,207
10 40,722 15,142 15,142 73,207 30,275 30,275 73,207 56,028 56,028 73,207
11 42,758 13,598 13,598 73,207 30,560 30,560 73,207 61,311 61,311 73,573
12 44,896 11,747 11,747 73,207 30,640 30,640 73,207 67,104 67,104 80,524
13 47,141 9,525 9,525 73,207 30,473 30,473 73,207 73,359 73,359 88,031
14 49,498 6,853 6,853 73,207 30,006 30,006 73,207 80,094 80,094 96,113
15 51,973 3,625 3,625 73,207 29,165 29,165 73,207 87,318 87,318 104,782
16 54,572 0 0 73,207 27,854 27,854 73,207 95,032 95,032 114,039
17 57,300 0 0 73,207 25,936 25,936 73,207 103,224 103,224 123,868
18 60,165 0 0 73,207 23,221 23,221 73,207 111,864 111,864 134,236
19 63,174 0 0 73,207 19,454 19,454 73,207 120,907 120,907 145,088
20 66,332 0 0 73,207 14,286 14,286 73,207 130,294 130,294 156,353

Age 70 31,907 19,059 20,809 73,207 26,425 28,175 73,207 35,709 37,459 73,207
Age 75 40,722 15,142 15,142 73,207 30,275 30,275 73,207 56,028 56,028 73,207
</TABLE>

D-8
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SINGLE PREMIUM VARI-EXEPTIONAL LIFE

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 21,416 23,916 72,969 22,877 25,377 72,969 24,338 26,838 72,969
2 27,563 20,874 23,186 72,969 23,800 26,113 72,969 26,901 29,213 72,969
3 28,941 20,339 22,464 72,969 24,719 26,844 72,969 29,639 31,764 72,969
4 30,388 19,826 21,764 72,969 25,658 27,596 72,969 32,595 34,532 72,969
5 31,907 19,336 21,086 72,969 26,619 28,369 72,969 35,792 37,542 72,969
6 33,502 18,866 20,428 72,969 27,600 29,163 72,969 39,252 40,815 72,969
7 35,178 18,604 19,792 72,969 28,792 29,979 72,969 43,185 44,372 72,969
8 36,936 18,362 19,175 72,969 30,006 30,819 72,969 47,428 48,240 72,969
9 38,783 18,202 18,577 72,969 31,307 31,682 72,969 52,070 52,445 72,969
10 40,722 17,998 17,998 72,969 32,569 32,569 72,969 57,017 57,017 72,969
11 42,758 17,613 17,613 72,969 33,818 33,818 72,969 62,610 62,610 75,132
12 44,896 17,236 17,236 72,969 35,114 35,114 72,969 68,752 68,752 82,502
13 47,141 16,866 16,866 72,969 36,460 36,460 72,969 75,496 75,496 90,595
14 49,498 16,505 16,505 72,969 37,858 37,858 72,969 82,902 82,902 99,483
15 51,973 16,151 16,151 72,969 39,310 39,310 72,969 91,035 91,035 109,242
16 54,572 15,805 15,805 72,969 40,817 40,817 72,969 99,965 99,965 119,958
17 57,300 15,467 15,467 72,969 42,381 42,381 72,969 109,772 109,772 131,726
18 60,165 15,136 15,136 72,969 44,006 44,006 72,969 120,540 120,540 144,648
19 63,174 14,811 14,811 72,969 45,693 45,693 72,969 132,365 132,365 158,838
20 66,332 14,494 14,494 72,969 47,445 47,445 72,969 145,350 145,350 174,420

Age 70 31,907 19,336 21,086 72,969 26,619 28,369 72,969 35,792 37,542 72,969
Age 75 40,722 17,998 17,998 72,969 32,569 32,569 72,969 57,017 57,017 72,969
</TABLE>

D-9
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SINGLE PREMIUM VARI-EXEPTIONAL LIFE

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 21,416 23,916 72,969 22,877 25,377 72,969 24,338 26,838 72,969
2 27,563 20,874 23,186 72,969 23,800 26,113 72,969 26,901 29,213 72,969
3 28,941 20,305 22,430 72,969 24,703 26,828 72,969 29,638 31,763 72,969
4 30,388 19,698 21,636 72,969 25,575 27,512 72,969 32,564 34,501 72,969
5 31,907 19,041 20,791 72,969 26,407 28,157 72,969 35,693 37,443 72,969
6 33,502 18,316 19,878 72,969 27,185 28,748 72,969 39,041 40,604 72,969
7 35,178 17,689 18,876 72,969 28,081 29,268 72,969 42,818 44,005 72,969
8 36,936 16,948 17,761 72,969 28,887 29,699 72,969 46,862 47,674 72,969
9 38,783 16,119 16,494 72,969 29,637 30,012 72,969 51,267 51,642 72,969
10 40,722 15,035 15,035 72,969 30,175 30,175 72,969 55,952 55,952 72,969
11 42,758 13,465 13,465 72,969 30,435 30,435 72,969 61,222 61,222 73,467
12 44,896 11,586 11,586 72,969 30,489 30,489 72,969 66,999 66,999 80,399
13 47,141 9,336 9,336 72,969 30,295 30,295 72,969 73,237 73,237 87,884
14 49,498 6,636 6,636 72,969 29,800 29,800 72,969 79,953 79,953 95,943
15 51,973 3,384 3,384 72,969 28,933 28,933 72,969 87,157 87,157 104,588
16 54,572 0 0 72,969 27,597 27,597 72,969 94,850 94,850 113,820
17 57,300 0 0 72,969 25,657 25,657 72,969 103,022 103,022 123,626
18 60,165 0 0 72,969 22,927 22,927 72,969 111,644 111,644 133,973
19 63,174 0 0 72,969 19,152 19,152 72,969 120,674 120,674 144,809
20 66,332 0 0 72,969 13,989 13,989 72,969 130,054 130,054 156,065

Age 70 31,907 19,041 20,791 72,969 26,407 28,157 72,969 35,693 37,443 72,969
Age 75 40,722 15,035 15,035 72,969 30,175 30,175 72,969 55,952 55,952 72,969
</TABLE>

D-10
<PAGE>

PART II

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

To the fullest extent permissible under Massachusetts General Laws, no director
shall be personally liable to the Company or any policy holder for monetary
damages for any breach of fiduciary duty as a director, notwithstanding any
provisions of law to the contrary; provided, however, that this provision shall
not eliminate or limit the liability of a director;

1. for any breach of the director's duty of loyalty to the Company or its
policy holders;

2. for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of law;

3. for liability, if any, imposed on directors of mutual insurance companies
pursuant to M.G.L.A. c. 156B Section 61 or M.G.L.A. c. 156B Section 62;

4. for any transactions from which the director derived an improper personal
benefit.

Insofar as indemnification for liability arising under the Securities Act of
1933 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 amendment 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 under 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 1, 1996 authorizing the establishment of the
VEL III Account was previously filed in Registration No.
333-155569 on November 5, 1996, and is incorporated herein by
reference.

(2) Not Applicable.

(3) (a) Form of Underwriting and Administrative Services was
previously filed on April 16, 1998 in Post-Effective Amendment No.
11 of the VEL II Account (Registration No. 33-57792) and is
incorporated by reference herein.

(b) Form of General Agent's Agreement is filed herewith

(4) Not Applicable.

(5) (a) Form of the Contract
(b) Paid up Life Insurance Option Rider
(c) Life Insurance 1035 Exchange Rider
(d) Guaranteed Death Benefit Rider

(6) Organizational documents of the Company previously were filed by
the Company in Registration No. 333-155569 on November 5, 1996,
and are incorporated herein by reference.

(7) Not Applicable.

(8) (a) Form of Participation Agreement with Allmerica Investment
Trust was previously filed on April 16, 1998 in Post-Effective
Amendment No. 11 of the VEL II Account (Registration No. 33-57792)
and is incorporated by reference herein.

(b) Form of Participation Agreement with Variable Insurance
Products Fund and Variable Insurance Products Fund II was
previously filed on April 16, 1998 in Post-Effective Amendment No.
11 of the VEL II Account (Registration No. 33-57792) and is
incorporated by reference herein.

<PAGE>

(c) Form of Participation Agreement with Delaware Group Premium
Fund, Inc. was previously filed on April 16, 1998 in
Post-Effective Amendment No. 11 of the VEL II Account
(Registration No. 33-57792) and is incorporated by reference
herein.

(d) Form of Participation Agreement with T. Rowe Price
International Series, Inc. was previously filed on April 16, 1998
in Post-Effective Amendment No. 11 of the VEL II Account
(Registration No. 33-57792) and is incorporated by reference
herein.

(e) Fidelity Service Agreement as of November 1, 1995 was
previously was filed on April 30, 1996 in Post-Effective Amendment
No. 6 to Registration No. 33-57792, and is incorporated herein by
reference. An Amendment to the Fidelity Service Agreement,
effective as of January 1, 1997, and a form of Fidelity Service
Contract were filed on April 30, 1997 in Post-Effective Amendment
No. 9 to Registration Statement No. 33-57792, and is incorporated
by reference herein.

(f) Service Agreement with Rowe Price-Fleming International,
Inc. was filed on April 30, 1997 in Post-Effective Amendment No.
9 to Registration Statement No. 33-57792, and is incorporated by
reference herein.

(g) BFDS Agreements for lockbox and mailroom services Fidelity
Service Contract, effective as of January 1, 1997, was previously
filed in Post-Effective Amendment No. 9 and is incorporated by
reference herein.

(9) Not Applicable.

(10) Form of Application is filed herewith.

2. Form of the Contract and Contract riders are included in Exhibit 1 above.

3. Opinion of Counsel is filed herewith.

4. Not Applicable.

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) is filed herewith

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 has duly caused this Initial Registration
Statement to be signed by the undersigned, in the City of Worcester and
Commonwealth of Massachusetts, on the 25th day of June, 1998.

VEL III ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

By: /s/ Abigail M. Armstrong
-----------------------------------
Abigail M. Armstrong, Secretary

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

SIGNATURE TITLE DATE

/s/ John F. O'Brien Director and Chairman
- ------------------------- of the Board
John F. O'Brien

/s/ Bruce C. Anderson Director and Vice President
- -------------------------
Bruce C. Anderson

/s/ Robert E. Bruce Director
- -------------------------
Robert E. Bruce

/s/ John P. Kavanaugh Director and Vice President
- -------------------------
John P. Kavanaugh

/s/ John F. Kelly Director, Senior Vice President
- ------------------------- and General Counsel June 25, 1998
John F. Kelly

/s/ J. Barry May Director
- -------------------------
J. Barry May

/s/ James R. McAuliffe Director
- -------------------------
James R. McAuliffe

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

Richard M. Reilly Director, President and
- ------------------------- Chief Executive Officer
Richard M. Reilly

/s/ Robert P. Restrepo, Jr.
- ------------------------- Director and Vice President
Robert P. Restrepo, Jr.

/s/ Eric A. Simonsen Director and Vice President
- -------------------------
Eric A. Simonsen

/s/ Phillip E. Soule Director and Vice President
- -------------------------
Phillip E. Soule

<PAGE>

FORM S-6 EXHIBIT TABLE

Exhibit (1)(3)(b) General Agent's Agreement

Exhibit (1)(3)(c) Compensation Schedule

Exhibit (1)(5)(a) Form of Contract and initial Riders

Exhibit (1)(5)(b) Option to Accelerate Death Benefits (Living Benefits
Rider)

Exhibit (1)(5)(c) Life Insurance 1035 Exchange Rider

Exhibit (1)(5)(d) Guaranteed Death Benefit Rider

Exhibit 1(10) Form of Application

Exhibit 3 Opinion of Counsel

Exhibit 6 Actuarial Consent

Exhibit 7 Procedures Memorandum

Exhibit 8 Consent of Independent Accountants

<PAGE>

EXHIBIT 1(3)(b)

ALLMERICA ALLMERICA 440 LINCOLN STREET GENERAL AGENT'S
FINANCIAL INVESTMENTS, INC. WORCESTER, MA 01653 AGREEMENT

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

Allmerica Investments, Inc. ("Company") hereby appoints
_________________________________
("General Agent") as local supervisor for the purpose of training and
supervising all associated persons and registered representatives of Company
assigned to ______________________________________________________________
("Agency") engaged in the solicitation, sale or service of variable life
insurance and variable annuity contracts offered by Allmerica Financial Life
Insurance and Annuity Company and/or First Allmerica Financial Life Insurance
Company, mutual funds, limited partnerships and general securities (collectively
"Investment Products and Services") offered and/or distributed by Company. This
appointment is effective as of the date accepted by General Agent and
acknowledged by Company.

1. SUPERVISION: General Agent agrees to supervise all registered
representatives assigned to Agency, both those operating from Agency and
those operating from detached locations, consistent with the standards of
conduct outlined in Company's Business Conduct Guide, Company's Statement
of Compliance for the Office of Supervisory Jurisdiction and Branch
Offices, the Program for Allmerica Financial Life/Allmerica Investments
Office Examinations, and the procedures and requirements outlined in other
Company manuals, memoranda and other publications, as may be amended from
time to time.

General Agent agrees to be responsible for Investment Products and Services
activity conducted through Agency by monitoring Investment Products and
Services activity in order to ensure that the business is processed in
accordance with regulatory and Company standards and to notify Company of
any irregularities and/or deficiencies.

General Agent agrees to be responsible for the maintenance and periodic
review of the books and records of Agency, as required by Company.

On at least an annual basis, General Agent agrees to conduct and/or
participate, in coordination with Company's compliance personnel, an agency
compliance meeting which all registered representatives assigned to Agency
shall attend. If for any reason a registered representative does not
attend agency compliance meeting, General Agent will schedule a personal
interview, on at least an annual basis, for the purpose of reviewing
activity of registered representative with respect to Investment Products
and Services and to discuss the compliance topics reviewed at agency
compliance meeting.

General Agent agrees to acquire and/or comply with all of the applicable
laws, rules and regulations (General Securities Principal Registration) of
the Securities and Exchange Commission (SEC), National Association of
Securities Dealers, Inc. (NASD) and all other federal and state laws and
regulations.

General Agent agrees to maintain all NASD registrations required to
supervise the solicitation and sale of Investment Products and Services
offered through Agency. General Agent will maintain all state securities
licenses and state insurance licenses as may be required to offer and
solicit Investment Products and Services.

2. LIMITATIONS OF AUTHORITY: General Agent has no authority to accept any
risk on Company's behalf, to issue, make, alter or discharge any contract,
to extend the time of payments, to waive or extend any contract obligation
or condition, or to alter or amend any communication sent by Company
without express authority in writing from an officer of Company.

3. ASSIGNABILITY: No assignment, sale or transfer of this Agreement or any
of the rights, claims or interests under it may be made by General Agent
without the prior written consent of Company. An assignment, sale or
transfer by General Agent without written consent of Company will
immediately make this Agreement void and shall be a release in full to
Company of any and all of its obligations under this Agreement.

Form 1030-96

<PAGE>

4. AGENCY STAFFING: General Agent agrees to recruit, train and supervise
registered representatives to solicit Investment Products and Services
offered through Company. General Agent agrees to develop a sales force of
sufficient size and quality to adequately penetrate the market with
Investment Products and Services of Company.

5. BUSINESS AUTHORIZED: General Agent agrees to act for Company in the
solicitation of orders only for those Investment Products and Services for
which Company has executed sales agreements. General Agent shall monitor
his/her registered representatives on a continuing basis to prevent the
offering or the selling of Investment Products and Services not offered by
Company and to prevent registered representatives of Company from
exercising discretionary authority on behalf of any of their clients.

6. SUBMISSION OF APPLICATIONS/ACCOUNTING FOR FUNDS COLLECTED: General Agent
agrees to establish and maintain at Agency procedures, as outlined in
Company manuals, concerning the collection, recording and transmittal of
all applications and/or payments collected on behalf of Company, any
issuer, or any sponsor.

General Agent agrees to be responsible to Company for monies collected by
registered representatives and for any securities, certificates, payments,
receipts and other Company papers in the possession of registered
representatives and employees of Agency.

Purchase checks for Investment Products and Services are to be client
personal checks, cashier's checks or money orders made payable to either
the Company, appropriate issuer, sponsor or other designated agent.
Purchase checks may not be made payable to registered representative,
General Agent or any personal or Agency Accounts.

7. REVIEW OF INVESTMENT PRODUCT BUSINESS: General Agent agrees, in accordance
with Company procedures, to conduct periodic reviews of Investment Product
and Services business of each registered representative. Such review of
Investment Product and Services business shall include, but not be limited
to, reviews for adequate NASD registrations and state securities and/or
insurance licensing of registered representative, prompt transmittal of
applications, checks and other pertinent items to Agency and subsequently
to Home Office, the correct use of applications and proper mode of payment
and the suitability of Investment Products and Service based on client's
financial profile and objectives.

8. BOOKS AND RECORDS: General Agent agrees to maintain a regular and
accurate record of all Investment Products and Services transactions of
Agency, including any journal, account books, records, papers, customer
account files or any other material, as required by Company. General Agent
agrees, at such times that Company may request, to make detailed report to
Company, on forms furnished for that purpose, showing an accurate
accounting of all monies and other items received for, or on behalf of
Company.

General Agent agrees that all records, files and papers are, and remain,
property of Company and will at all times be freely exhibited for the
purpose of examinations and inspection by duly authorized personnel of
Company.

Upon termination, all records revert to Company and should be turned over
to a Company representative.

9. DISTRIBUTION AND USE OF ADVERTISING MATERIAL, CORRESPONDENCE: General
Agent agrees not to directly or indirectly recommend or distribute any
advertising and/or sales literature to registered representatives
(including but not limited to prospectuses, illustrations, circulars, form
letters or postal cards, business cards, stationary, booklets, schedules,
broadcasting and other sales material of any kind) concerning Company
and/or the offering of Investment Products and Services until the material
has been approved in writing by a registered principal in the Company's
Compliance Department.

General Agent also agrees to obtain from his/her registered
representatives, at the time of development, copies of all correspondence
pertaining to the solicitations and/or sale of any Investment Products and
Services or to any other aspect of their Investment Products and Services
business, and to forward the correspondence to Home Office to allow for the
review and endorsement of correspondence in writing, on an official record
of

<PAGE>

Company, by a registered principal in the Company's Compliance Department.
General Agent shall periodically inspect Registered Representatives'
materials, sales literature and correspondence to ensure compliance with
Company requirements.

10. COMPENSATION: General Agent, subject to the provisions of this Agreement,
will be allowed expense reimbursement or allowances and overriding
commissions on payments collected on all Investment Product sales solicited
by Registered Representatives assigned to General Agent and effected
through Agency at rates established and published by Company, as may be
amended from time to time.

11. COMMISSIONS: Company will pay commissions to General Agent, after
concession payments are made to Company by an issuer or sponsor, in
connection with sales of Investment Products and Services effected through
General Agent's personal solicitation. Such commissions will be paid on
the same basis and terms as specified in Company's Registered
Representative Agreement, which is incorporated herein by reference and as
may be amended from time to time.

12. TERMINATION WITHOUT CAUSE: General Agent and Company may terminate this
Agreement at any time without cause.

13. RELATIONSHIP OF PARTIES: Nothing contained in this Agreement is to be
construed to create the relationship of employer and employee between
Company and General Agent. General Agent, however, is to always comply
with all of the applicable laws, rules and regulations of the SEC, NASD,
federal and state authorities as well as Company's rules, regulations and
procedures concerning methods of conducting Investment Products and
Services business, as may be amended from time to time.

14. EFFECTIVENESS OF CONTRACT: This Agreement between General Agent and
Company is not binding until Agreement has been duly executed by both
parties. This Agreement supersedes all previous agreements, whether oral
or written. This Agreement shall not cancel or affect any right, claim or
interest General Agent may have concerning commissions now due or hereafter
to become due under preceding agreements between General Agent and Company.
Neither shall Agreement cancel, terminate or affect in any way any lien,
right or interest which Company may have, or may hereafter acquire, with
respect to commissions or equities to General Agent under any other
agreement with Company, any provision of any such agreement which, by its
terms or by implications, continues beyond termination of such agreement.

IN WITNESS THEREOF, this Agreement has been executed by the undersigned on the
dates indicated below.

Allmerica Investments, Inc.

By:
-------------------------------------
By:
-------------------------------------
General Agent Signature Home Office Principal

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

<PAGE>

EXHIBIT (1)(3)(c)

COMPENSATION SCHEDULE (SPL)

Compensation Frequency: Premium-based Compensation - Weekly

Trail - Quarterly beginning in Contract year 2

<TABLE>
<CAPTION>
<S><C>
Compensation as
Percentage of Payment: AGES UP TO ISSUE AGE 79*

The following commission Codes are available:
Commission Code A 7.50% upfront commission; no trail
Commission Code B 6.00% upfront commission; 0.25% trail
Commission Code C 3.50% upfront commission; 1.00% trail

ISSUE AGES 80 TO 89* (NO CHOICE)

Commission Code C 3.50% upfront commission; 1.00% trail

* For Second-to-Die Contracts, the Issue Age of the Older Insured

For Commission Codes B and C, in addition to the initial
commission paid on all payments, a trail commission will be paid
on the first quarterly payment date following the first anniversary
of the date of issue, based on the Contract Value not including the
Loan Account as of the last day of the quarter.

No trail commissions will be paid during the first Contract year.
</TABLE>

<PAGE>

PLEASE READ THIS CONTRACT CAREFULLY

THE DEATH BENEFIT AND CONTRACT VALUE, WHEN BASED ON THE INVESTMENT PERFORMANCE
OF THE VARIABLE ACCOUNT, MAY INCREASE OR DECREASE AND ARE NOT GUARANTEED AS TO A
FIXED DOLLAR AMOUNT. PLEASE REFER TO THE VARIABLE ACCOUNT AND DEATH BENEFIT
SECTIONS FOR ADDITIONAL INFORMATION. WE AGREE TO PAY THE BENEFITS OF THIS
CONTRACT IN ACCORDANCE WITH ITS TERMS.

RIGHT TO CANCEL

We want you to be satisfied with the contract you have purchased and we urge
you to examine it closely. If for any reason you are not satisfied, you may
return the contract to us or an authorized representative within 10 days
after receipt of the contract.

If you return the contract, it will be void from the Date of Issue, and you
will receive a refund equal to the total of:

1. the difference between any payments made, including fees or any other
charges, and the amounts allocated to the Variable Account;

2. the value of the amounts in the Variable Account on the date the
returned contract is received at our Principal Office; and

3. any fees or other charges imposed on amounts in the Variable Account.

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
Home Office: Dover, Delaware
Principal Office: 440 Lincoln Street, Worcester, Massachusetts 01653

This is a legal contract between Allmerica Financial Life Insurance and Annuity
Company and the owner. It is issued in consideration of the payment shown on
the Specifications Page.

/s/ Richard M. Reilly /s/ Abigail M. Armstrong
President Secretary

MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
NON-PARTICIPATING

FORM 1030-96

<PAGE>

TABLE OF CONTENTS

SPECIFICATIONS......................................................... 3

DEFINITIONS............................................................ 7

GENERAL TERMS.......................................................... 9

INFORMATION ABOUT YOU AND THE BENEFICIARY.............................. 11

WHAT YOU SHOULD KNOW ABOUT:

THE PAYMENTS...................................................... 12

YOUR CONTRACT VALUE............................................... 14

THE VARIABLE ACCOUNT.............................................. 16

THE FIXED ACCOUNT................................................. 19

TRANSFERS......................................................... 21

BORROWING FROM YOUR CONTRACT...................................... 22

SURRENDERS AND PARTIAL WITHDRAWALS................................ 23

THE DEATH BENEFIT................................................. 25

THE BENEFIT OPTIONS............................................... 26

FORM 1030-96 2

<PAGE>

DEFINITIONS

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

APPLICATION is the form you complete to apply for this
contract. It contains your payment, payment
allocation and other information that enable us
to prepare this contract. If a medical
questionnaire or other forms are required, they
become a part of the application. It is signed
by you and the Insured and becomes a part of this
contract.

ASSIGNEE is the person to whom you have transferred your
ownership of this contract.

COMPANY means Allmerica Financial Life Insurance and
Annuity Company, also referred to as we, our, and
us.

CONTRACT CHANGE means any change in the Underwriting Risk Class or
the addition or deletion of a Rider.

CONTRACT VALUE is the sum of your values in the Variable Account
and the Fixed Account.

DATE OF ISSUE is stated on the Specifications Page. Contract
months, years and anniversaries are measured from
this date.

EARNINGS means the amount by which the Contract Value
exceeds the sum of the payments made less any
payments that were previously considered
withdrawn. Earnings are calculated on each
Monthly Processing Date.

EVIDENCE OF INSURABILITY is the information, including medical information,
that we use to decide the Underwriting Risk Class
of the Insured.

FACE AMOUNT is the amount of insurance coverage. The Face
Amount is shown on the Specifications Page of the
contract. The death benefit is based on the Face
Amount; see the Death Benefit section.

FINAL PAYMENT DATE is the contract anniversary before the Insured's
(younger Insured's) 100th birthday. This date is
shown on the Specifications Page. The net death
benefit after this date will equal the Contract
Value minus any Outstanding Loan.

FIXED ACCOUNT is the part of the Company's General Account to
which all or a portion of a payment or transfer
may be allocated.

FUND is a separate investment series for investment by
a Sub-Account of the Variable Account.

GENERAL ACCOUNT is the assets of the Company that are not
allocated to a Separate Account.

INSURANCE PROTECTION AMOUNT is the death benefit minus the Contract Value.

INSURED is the person or persons covered as indicated on
the Specifications Page. 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 survivor of the
persons named.

FORM 1030-96 7

<PAGE>

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

MONTHLY PROCESSING DATE is the date the monthly charges are deducted from
the Contract Value. This date is shown on the
Specifications Page. If the Company is not open
on this date, the Monthly Processing Date will be
the next business date.

OUTSTANDING LOAN means all unpaid contract loans plus interest due
or accrued on such loans.

PRINCIPAL OFFICE is the Company's office at 440 Lincoln Street,
Worcester, Massachusetts, 01653.

PRO RATA refers to an allocation among the Sub-Accounts of
the Variable Account and the Fixed Account. A Pro
Rata allocation will be in the same proportion
that the Contract Value in each Sub-Account of the
Variable Account and the Contract Value in the
Fixed Account (other than value that is subject to
Outstanding Loan) have to the total Contract
Value.

RIDER is an optional benefit that may be added to your
contract.

SEPARATE ACCOUNT is a segregated account established by the
Company. The assets are not commingled with the
Company's general assets.

SPECIFICATIONS PAGES contain information specific to your contract and
are located after the Table of Contents.

SUB-ACCOUNTS are subdivisions of the Variable Account investing
exclusively in the shares of one or more Funds.

UNDERWRITING RISK CLASS means the insurance risk classification that we
assign to the Insured based on the information in
the Application and any other Evidence of
Insurability we obtain. The Underwriting Risk
Class affects the Monthly Insurance Protection
Charge.

VARIABLE ACCOUNT is the Company's Separate Account, consisting of
Sub-Accounts that invest in the underlying Funds.

WRITTEN REQUEST is a request you make in written form that is
satisfactory to us and filed at our Principal
Office.

YOU OR YOUR means the owner of this contract as shown in the
Application or in the latest change filed with us.

FORM 1030-96 8

<PAGE>

GENERAL TERMS

ENTIRE CONTRACT This contract, with a copy of the Application, and
any attached Riders, is the entire contract
between you and us. The entire contract also
includes: a copy of any Application to change to
a better Underwriting Risk Class, any new
Specifications Pages, and any supplemental pages
issued.

We assume that the information you and the Insured
provide in any Application is accurate and
complete to the best of your knowledge. If we
contest this contract or deny a claim, we may use
only the information you and the Insured provided
in an Application. Our representatives are not
permitted to change this contract or extend the
time for making payments. Only our President, a
Vice President or Secretary may change the
provisions of this contract, and then only in
writing.

RIGHT TO CONTEST THE A contest is any action taken by us to cancel your
CONTRACT IS LIMITED insurance or deny a claim based on untrue or
incomplete answers in your Application. We cannot
contest the Face Amount of the contract if it has
been in force for two years from the Date of Issue
and the Insured is alive at the end of this
two-year period.

If the Underwriting Risk Class is changed at your
request, we cannot contest the change after it has
been in force for two years from its effective
date and the Insured is alive.

NON-PARTICIPATING No insurance dividends will be paid on this
contract.

ADJUSTMENT OF INTEREST RATES We determine the Fixed Account interest rates used
to calculate the Contract Value, subject to the
guarantees on the Specifications Page. Any
changes in these rates will be based on changes in
our future expectations for our investment
earnings.

SUICIDE EXCLUSION If an Insured, while sane or insane, commits
suicide within two years of the Date of Issue of
this contract, we will not pay a death benefit.
The beneficiary will receive only the total amount
of payments made to us less any Outstanding Loan
and amounts withdrawn.

NOTICE OF FIRST TO DIE In the case of second-to-die insurance, upon the
death of the Insured who dies first, the owner
agrees to mail to the Principal Office, within 90
days of the date of death, or as soon thereafter
as is reasonably possible, proof of death.

MISSTATEMENT OF AGE OR SEX On the date of death of the insured, the death
benefit will be reduced or increased if the Age or
sex is misstated. The adjustment will be based
upon the ratio of the Maximum Payment for this
contract to the Maximum Payment for the contract
issued at the correct Age or sex.

PROTECTION OF BENEFITS To the extent allowed by law, the benefits
provided by this contract cannot be reached by the
beneficiary's creditors. No beneficiary may
assign, transfer, anticipate, or encumber the
Contract Value or benefit unless you give them
this right.

PERIODIC REPORT We will mail a report to you at your last known
address at least once a year. This report will
provide the following information:

- Contract Values in each Sub-Account and in
the Fixed Account;

- the value of the contract if surrendered;

FORM 1030-96 9

<PAGE>

- payments made by you and charges deducted by
us since the last report;

- the Outstanding Loan and any other
information required by law; and

- the death benefit.

FORM 1030-96 10

<PAGE>

INFORMATION ABOUT YOU AND THE BENEFICIARY

OWNER The owner of the contract is shown on the
Specifications Page. The owner may change the
ownership of this contract without the consent of
any beneficiary. However, an irrevocable
beneficiary must agree to the change in writing.

ASSIGNMENT You may change the ownership of this contract by
sending us a Written Request. An absolute
assignment will transfer ownership of the contract
from you to another person called the Assignee.

You may also assign this contract as collateral to
a collateral Assignee. The limitations on your
ownership rights while a collateral assignment is
in effect are specified in the assignment.

An assignment will take place only when the
Written Request is recorded at our Principal
Office. When recorded, it will take effect on the
date it was signed by you. Any rights created by
the assignment will be subject to any payments
made or actions taken by us before the change is
recorded. We are not responsible for assuring
that any assignment or any Assignee's interest is
valid.

BENEFICIARY You name the beneficiary to receive the net death
benefit. The beneficiary's interest will be
affected by any assignment you make. If you
assign this contract as collateral, all or a
portion of the net death benefit will first be
paid to the collateral Assignee; any money left
over from the amount due the Assignee will go to
those otherwise entitled.

Your choice of beneficiary may be revocable or
irrevocable. You may change a revocable
beneficiary at any time by Written Request; but an
irrevocable beneficiary must agree to any change
in writing. You will also need an irrevocable
beneficiary's permission to exercise other rights
and options granted by this contract. Unless you
have asked otherwise, the beneficiary will be
revocable.

Any change of the beneficiary must be made while
the Insured is living. This change will take
place on the date the request is signed, even if
the Insured is not living on the day we receive it
at the Principal Office. Any rights created by
the change will be subject to any payments made,
or actions taken, before we receive the Written
Request.

If a beneficiary dies before the Insured, his or
her interest in this contract will pass to any
surviving beneficiaries in proportion to their
share in the net death benefit, unless you have
requested otherwise. If all beneficiaries die
before the Insured, the net death benefit will
pass to you or your estate.

COMMON DISASTER OPTION The common disaster option may be elected by
Written Request. If the common disaster option is
in effect on the date of the Insured's death, the
beneficiary must be alive a certain number of days
following the Insured's date of death in order to
be entitled to receive a benefit. Otherwise, we
will pay the net death benefit as though the
beneficiary died before the Insured. The number
of days that the beneficiary must live after the
Insured's death is selected by you when you elect
the common disaster option.

FORM 1030-96 11

<PAGE>

WHAT YOU SHOULD KNOW ABOUT THE PAYMENTS

PAYMENTS This contract will not be in force until the
payment is made to us. The payment must be sent
to either our Principal Office or an authorized
representative. If you request it in writing, we
will send you a signed receipt after the payment
is received.

Additional payments under the contract will be
permitted prior to the Final Payment Date only
under the following circumstances:

1. An additional payment is required to keep the
contract in force subject to the Grace
Period provisions.

2. An additional payment is required for
reinstatement.

3. Additional payments may be made at any time
provided total payments do not exceed the
Maximum Payment shown on the Specifications
Page. The minimum amount of the additional
payment is indicated on the Specifications
Page. We may require Evidence of
Insurability if the additional payment would
increase the net death benefit. A payment
received while there is an Outstanding Loan
on the contract will be considered a loan
repayment rather than an additional payment.

GRACE PERIOD This contract will terminate 62 days after a
Monthly Processing Date on which the surrender
value is less than zero. The 62 day period is a
grace period. At least 61 days before the end of
the grace period, we will mail the owner and any
Assignee written notice of the amount of payment
that will be required to continue this contract in
force. The required payment will be no greater
than the amount required to pay the monthly
deductions for three months as of the day the
grace period began. If that payment is not paid
by the end of the grace period, the contract will
terminate without value.

The death benefit during the grace period will be
reduced by any overdue charges. The contract will
lapse if the amount shown in the notice remains
unpaid at the end of the grace period. The
contract terminates on the date of lapse.

REINSTATEMENT If this contract has lapsed or foreclosed for
failure to pay loan interest and has not been
surrendered, it may be restored (called
"reinstated" in this contract) within three years
after the date of default or foreclosure. We
will reinstate the contract on the Monthly
Processing Date following the day we receive
all of the following items:

- a written Application for reinstatement;

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

- a payment sufficient to cover the cost of all
contract charges that were due and unpaid
during the grace period;

- a payment large enough to keep the contract
in force for three months; and

- a payment or reinstatement of any loans
against the contract that existed at the end
of the grace period.

FORM 1030-96 12

<PAGE>

Your reinstatement payment will be allocated
to the Fixed Account until we approve your
Application. At that time, we will transfer
the reinstatement payment, plus accrued
interest, as you directed in your last
payment allocation request.

The Contract Value on the reinstatement date is:

- the payment to reinstate the contract,
including the interest earned from the date
we received your payment; plus

- an amount equal to the Contract Value less
any Outstanding Loan on the default date;
less

- the monthly deductions due on the
reinstatement date.

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
reinstatement date is the charge that was in
effect on the date of default.

FORM 1030-96 13

<PAGE>

WHAT YOU SHOULD KNOW ABOUT YOUR CONTRACT VALUE

Your Contract Value is the sum of the Variable
Account value and the Fixed Account value.

ALLOCATION OF If you make a payment with your Application or at
INITIAL PAYMENTS any time before your right to examine the contract
expires, we may put that payment into the Money
Market Fund Sub-Account on the date it is received
at our Principal Office or the Date of Issue, if
later. We will transfer the Contract Value as you
directed in your Application, or by later request,
no later than the expiration of the period during
which you may exercise your right to cancel the
contract.

MONTHLY DEDUCTION Beginning on the date this contract is issued and
on every Monthly Processing Date until the Final
Payment Date, we will deduct the following monthly
charges Pro Rata from the Contract Value:

- the Administration Charge;

- the Distribution Fee;

- the Federal & State Payment Tax Charge;

- the Insurance Protection Charge; and

- the Monthly Maintenance Fee.

These amounts are shown on the Specifications
Page.

Charges allocated to the Fixed Account will be
deducted on a last-in, first-out basis. This
means that we use the most recent payments to pay
the fees.

ADMINISTRATION CHARGE The Administration Charge compensates us for the
cost of providing administrative services
attributable to this Contract.

DISTRIBUTION FEE The Distribution Fee compensates us for
distribution expenses.

FEDERAL & STATE This charge compensates us for federal, state and
PAYMENT TAX CHARGE local taxes we must pay.

INSURANCE PROTECTION CHARGE The Insurance Protection Charge compensates us for
the cost of providing a death benefit in excess of
the Contract Value. This charge will not exceed
the guaranteed maximum Insurance Protection
Charge. The guaranteed maximum Insurance
Protection Charge for any contract month is equal
to (a) times (b), where;

(a) is the rate shown in the Guaranteed Maximum
Monthly Insurance Protection Table shown on
the Specifications Page, and

(b) is the Insurance Protection Amount.

The insurance protection rates actually charged
will usually be lower than, and never will be
higher than, the guaranteed rates. We may change
the monthly insurance protection rate from time to
time based on our expectations as to future
experience for mortality, expenses, taxes, or
persistency. Any change in insurance protection
rates will apply to all individuals in the same
Underwriting Risk Class as the Insured. We will
review the actual insurance protection rates for
this contract

FORM 1030-96 14

<PAGE>

whenever we change these rates for
new contracts. In any event, rates will be
reviewed no more often than once each year, but
not less than once in a five-year period.

MONTHLY MAINTENANCE FEE The Monthly Maintenance Fee shown on the
Specifications Page will be deducted on each
Monthly Processing Date.

FORM 1030-96 15

<PAGE>

WHAT YOU SHOULD KNOW ABOUT THE VARIABLE ACCOUNT

VARIABLE ACCOUNT The value of your contract will vary if it is
funded through investments in the Sub-Accounts of
the Variable Account. This account is separate
from our Fixed Account. We have exclusive and
absolute ownership and control of all assets,
including those in the Variable Account. However,
the portion of assets in the Variable Account
equal to the reserves and liabilities of the
contracts that are supported by this account will
not be charged with liabilities that arise out of
any other business we conduct.

This account, established to support variable life
insurance contracts, is registered with the
Securities and Exchange Commission (SEC) as a unit
investment trust under the Investment Company Act
of 1940. It is also governed by the laws of the
State of Delaware.

This account has several Sub-Accounts. Each
Sub-Account invests its assets in a separate
series of a registered investment company (called
a "Fund"). We reserve the right, when the law
allows, to change the name of the Variable Account
or any of its Sub-Accounts. A list of the
available Sub-Accounts in which you may choose to
invest is on the Application.

VARIABLE ACCOUNT The portion of the payment you make to us which is
CONTRACT VALUE not allocated to the Fixed Account will be
allocated to the Money Market Fund Sub-Account on
the date we receive the payment or the Date of
Issue, if it occurs after the date we receive the
payment. This value will be transferred to the
Sub-Accounts in accordance with your payment
allocation no later than the expiration of the
period during which you may exercise your right to
cancel the contract. Payments made thereafter
that are allocated to the Sub-Accounts will
purchase additional units of the Sub-Accounts.

The number of units purchased in each Sub-Account
is equal to the portion of the payment allocated
to the Sub-Account, divided by the value of the
applicable unit as of the valuation date the
payment is received at our Principal Office, or on
the valuation date that value is transferred to
the Sub-Account from another Sub-Account or the
Fixed Account.

The number of units will remain fixed unless (1)
changed by a subsequent split of unit value, or
(2) reduced because of a transfer, contract loan,
partial withdrawal, partial withdrawal transaction
charge, monthly deductions, surrender or surrender
charge allocated to the Sub-Account. Any
transaction described in (2) will result in the
cancellation of an appropriate number of units.
On each valuation date, we will value the assets
of each Sub-Account where activity has occurred.
The Contract Value in a Sub-Account at any time is
equal to the number of units this contract then
has in that Sub-Account multiplied by the
Sub-Account's unit value. The value of a unit for
any Sub-Account for any valuation period is
determined by multiplying that Sub-Account's unit
value for the immediately preceding valuation
period by the net investment factor for the
valuation period for which the unit value is being
calculated. The unit value will reflect the
investment advisory fee and other expenses
incurred by the registered investment companies.

NET INVESTMENT FACTOR This measures the investment performance of a
Sub-Account during the valuation period that has
just ended. The net investment factor is the
result of (a) plus (b), divided by (c), minus (d)
where:

(a) is the net asset value per share of a Fund
share held in the Sub-Account determined at
the end of the current valuation period, plus

FORM 1030-96 16

<PAGE>

(b) is the per share amount of any dividend or
capital gain distributions made by the Fund
on shares held in the Sub-Account if the
"ex-dividend" date occurs during the current
valuation period.

(c) is 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.

(d) is a charge for mortality and expense risks
in the valuation period. The current
mortality and expense risk charge is shown on
the Specifications Page. This charge may be
increased or decreased, but will never exceed
the maximum mortality and expense risk charge
shown on the Specifications Page. Expense
and mortality results may not adversely
affect this maximum charge.

Since the net investment factor may be more or
less than one, the unit value may increase or
decrease. You bear the investment risk. We
reserve the right, subject to any required
regulatory approvals, to change the method we use
to determine the net investment factor.

VALUATION DATES AND PERIODS A valuation date is each day that the New York
Stock Exchange (NYSE) is open for business and any
other day that there is enough trading in the
Variable Account's underlying portfolio securities
to materially affect the value of the Variable
Account. A valuation period is the period between
valuation dates.

ADDITION, DELETION OR We may not change the investment policy of the
SUBSTITUTION OF Variable Account without the approval of the
INVESTMENTS Insurance Commissioner of Delaware. This
approval process is on file with the
Commissioner of your state.

We reserve the right, subject to compliance with
applicable law, to add, delete, or substitute the
shares of a Fund that are held by the Variable
Account or that the Variable Account may purchase.
We also reserve the right to eliminate the shares
of any Fund if they are no longer available for
investment, or if we believe investing more in any
Fund is no longer appropriate for the purposes of
the Variable Account.

We will notify you before we substitute any of
your shares in the Variable Account. This will
not, however, prevent the Variable Account from
buying other shares of underlying securities for
other series or classes of policies, or from
permitting a conversion between series or classes
of policies or contracts when requested by the
contract owner.

We reserve the right to establish other
Sub-Accounts, and to make them available to any
class or series of policies as we think
appropriate. Each new Sub-Account would invest in
a new investment company or in shares of another
open-end investment company. We also reserve the
right to eliminate or combine existing
Sub-Accounts of the Variable Account and to
transfer the assets between Sub-Accounts, when
allowed by law.

If we make any substitutions or changes that we
believe are necessary or appropriate, we may make
changes in this contract by written notice to
reflect the substitution or change. If we think
it is in the best interests of our contract
owners, we may operate the Variable Account as a
management company under the Investment Company
Act of 1940, or we may de-register it under that
Act if registration is no longer required. We may
also combine it with other Separate Accounts.

FORM 1030-96 17

<PAGE>

FEDERAL TAXES If we must pay taxes on the Variable Account, we
will charge you for that tax. Although the
Variable Account is currently not taxable, we
reserve the right to charge for taxes if it
becomes taxable.

SPLITTING OF UNITS We reserve the right to split the value of a unit,
to either increase or decrease the number of
units. Any splitting of units will have no
material effect on contract benefits.

FORM 1030-96 18

<PAGE>

WHAT YOU SHOULD KNOW ABOUT THE FIXED ACCOUNT

FIXED ACCOUNT The Fixed Account is a part of our General
Account. The General Account consists of all
assets owned by us, other than those in the
Variable Account and other Separate Accounts.
Except as limited by law, we have sole control
over the investment of these General Account
assets. You do not share directly in the
investment experience of the General Account, but
are allowed to allocate and transfer funds into
the Fixed Account.

FIXED ACCOUNT INTEREST The interest rate credited to Contract Value in
RATES the Fixed Account is set by us. We will review
this interest rate from time to time, at least
once a year. The following guarantees apply to
money in the Fixed Account:

- The interest rate in effect on the Date of
Issue is guaranteed until the next contract
anniversary, unless you borrow money from
that Contract Value.

- The interest rate in effect on the day funds
are transferred from a Sub-Account of the
Variable Account to the Fixed Account is
guaranteed until the next contract
anniversary, unless you borrow from that
Contract Value.

- The interest rate in effect on a contract
anniversary is guaranteed for one year for
those Contract Values in the Fixed Account
on the contract anniversary as long as those
values remain in the Fixed Account and are
not borrowed.

- The interest rate(s) we use for that portion
of the Contract Value that equals the
Outstanding Loan will be at least the
minimum rates shown on the Specifications
Page. One of the rates shown is the Preferred
Loan Rate which applies only to the portion
of the Outstanding Loan that is secured by
Earnings.

FIXED ACCOUNT CONTRACT VALUE On each Monthly Processing Date, the Contract
Value of the Fixed Account is equal to:

- the Contract Value in this account on the
preceding Monthly Processing Date increased
by one month's interest, plus

- payments received since the last Monthly
Processing Date that are allocated to the
Fixed Account plus the interest accrued from
the date the payments are received by us,
plus

- Variable Account Contract Value transferred
to the Fixed Account from any Sub-Accounts
since the preceding Monthly Processing Date,
increased by interest from the date the
Contract Value is transferred, minus

- Contract Value transferred from the Fixed
Account to a Sub-Account since the preceding
Monthly Processing Date and interest accrued
on these transfers from the transfer date to
the Monthly Processing Date, minus

- partial withdrawals from the Fixed Account,
partial withdrawal transaction charges and
surrender charges since the last Monthly
Processing Date, interest accrued on these
withdrawals, and charges from the withdrawal
date to the Monthly Processing Date, minus

- the portion of the Monthly Deductions
allocated to the Contract Value in the Fixed
Account.

FORM 1030-96 19

<PAGE>

During any contract month the Fixed Account
Contract Value will be calculated on a consistent
basis.

BASIS OF VALUE OF We base the minimum surrender value in the Fixed
THE FIXED ACCOUNT Account on the minimum Fixed Account interest
rates and mortality table shown on the
Specifications Page. Actual Contract Values are
based on interest and insurance protection rates
that we set. We have filed a detailed description
of the way we determine this value with the State
Insurance Department. All values equal or exceed
the minimums required by law in the state in which
this contract is delivered.

FORM 1030-96 20

<PAGE>

WHAT YOU SHOULD KNOW ABOUT TRANSFERS

While the contract is in force, you may transfer
amounts between the Fixed Account and the
Sub-Accounts or among Sub-Accounts on request.

You may transfer, without charge, all of the
Contract Value in the Variable Account to the
Fixed Account once during the first 24 months
after the contract is issued in order to convert
to a fixed-only product. If you do so, future
payments will be allocated to the Fixed Account
unless you specify otherwise. All other transfers
are subject to the following rules and will be
permitted with our approval.

We will determine the minimum and maximum amounts
that may be transferred according to the rules
that are in effect at the time of the transfer.

We also reserve the right to limit the number of
transfers that can be made in each contract year
and set other reasonable rules controlling
transfers.

If a transfer would reduce the Contract Value in a
Sub-Account to less than the current minimum
balance required for such accounts, we reserve the
right to include the remaining value in the amount
transferred.

You will not be charged for the first twelve
transfers in a contract year, but a transfer
charge of up to $25 may be made on each
additional transfer. Any transfer charge will be
deducted from the amount that is transferred.
There is no charge for transfers that result from
a contract loan or repayment of a loan.

FORM 1030-96 21

<PAGE>

WHAT YOU SHOULD KNOW ABOUT BORROWING FROM YOUR
CONTRACT

To borrow from this contract, the only collateral
you will need is the contract itself.

AMOUNT YOU MAY BORROW The maximum loan amount is 90% of the Contract
Value less the surrender charge. You may borrow
an amount subject to the minimum shown on the
Specifications Page, up to the maximum loan amount
minus any Outstanding Loan.

If you do not specify from which accounts you want
to borrow, we will allocate the loan Pro Rata. In
order to secure the Outstanding Loan, we will
transfer the Contract Value in each Sub-Account
equal to the contract loan allocated to each
Sub-Account to the Fixed Account.

LOAN INTEREST You will pay interest on your loan at an annual
rate indicated on the Specifications Page.
Interest accrues daily and is payable at the end
of each contract year. Any interest that is not
paid on time will be added to the loan principal
and bear interest at the same rate. If this makes
the principal higher than the Contract Value in
the Fixed Account, we will offset this shortfall
by transferring funds from the Sub-Accounts to the
Fixed Account. We will allocate the transferred
amount among the Sub-Accounts in the same
proportion that the value in each Sub-Account has
to the total value in all of them.

REPAYING THE OUTSTANDING You may repay the Outstanding Loan at any time
LOAN before this contract lapses. When you repay it,
we will transfer the Contract Value that is
securing the loan in the Fixed Account to the
various Sub-Accounts and increase the value in
them. You may tell us how to allocate repayments.
Otherwise, we may allocate them according to the
most recent payment allocation choices you have
made. Loan repayments made to the Variable
Account cannot be higher than the amounts you
transferred to secure the Outstanding Loan.

FORECLOSURE If at any time the amount of the Outstanding Loan
is higher than the Contract Value minus the
surrender charge, we will terminate the contract.
We will mail a notice of this termination to the
last known address of you and any Assignee. If
the excess Outstanding Loan is not paid within 62
days after this notice is mailed, the contract
will terminate with no value. You may reinstate
this contract according to the Reinstatement
provision.

FORM 1030-96 22

<PAGE>

WHAT YOU SHOULD KNOW ABOUT SURRENDERS AND PARTIAL
WITHDRAWALS

SURRENDER You may cancel this contract and receive its
surrender value as long as the Insured is living
on the date we receive your Written Request at our
Principal Office. The contract will be canceled
on that day. You may choose to receive the
surrender value in a lump sum or under a benefit
option.

SURRENDER VALUE The surrender value equals the Contract Value
minus the Outstanding Loan and surrender charge.
You will find the surrender charge on the
Specifications Page.

PARTIAL WITHDRAWALS You may withdraw part of the surrender value on
Written Request. Each withdrawal must be at least
$1,000. We will deduct a 2% withdrawal
transaction charge (maximum $25) from the Contract
Value each time you make a partial withdrawal.

We will not permit a partial withdrawal if it
reduces the Contract Value amount to less than the
minimum amount shown on the Specifications Page.

The Face Amount will be reduced proportionately
based on the ratio of the amount of the partial
withdrawal and charges to the Contract Value on
the date of withdrawal. The Contract Value will
be reduced by the amount of the partial
withdrawal, the partial withdrawal transaction
charge and any applicable surrender charges.

If you do not allocate a partial withdrawal and
its charges between the Fixed Account and each
Sub-Account, we will automatically allocate them
Pro Rata.

FREE WITHDRAWAL AMOUNT The free withdrawal amount will not be subject to
the surrender charge as described on the
Specifications Page. This amount equals (a) minus
(b), where:

(a) is the free withdrawal amount shown on the
Specifications Page, and

(b) is the total of the withdrawals (or portions
of them) made in the same contract year that
were exempt from the surrender charge.

The free withdrawal amount is first deducted from
Earnings. Withdrawals in excess of the free
withdrawal amount are deducted from payments not
previously considered withdrawn on a last-in,
first-out basis. Surrender charges applicable to
the excess withdrawal are described on the
Specifications Page.

POSTPONEMENT OF PAYMENT We may postpone any transfer from the Variable
Account, or payment of any amount payable on:
- surrender
- partial withdrawal
- transfer
- contract loan
- death of the Insured

The postponement will continue during any period
when:
- trading on the New York Stock Exchange is
restricted as determined by the Securities
and Exchange Commission, or the New York
Stock Exchange is closed for days other than
weekends and holidays, or

FORM 1030-96 23

<PAGE>

- the Securities and Exchange Commission by
order has permitted such suspension, or
- the Securities and Exchange Commission has
determined that such an emergency exists
that disposal of portfolio securities or
valuation of assets is not reasonably
practical.

We also may postpone any transfer from the Fixed
Account or payment of any portion of the amount
payable on a surrender, partial withdrawal or
contract loan from the Fixed Account for not more
than six months from the day we receive your
Written Request and your contract, if it is
required. If we postpone those payments for 30
days or more, the amount postponed will earn
interest during that period of not less than 3%
per year or such higher rate as required by law.
We will not postpone payments to make payments on
our policies.

FORM 1030-96 24

<PAGE>

WHAT YOU SHOULD KNOW ABOUT THE DEATH BENEFIT

NET DEATH BENEFIT If the Insured dies before the Final Payment Date,
we will pay the net death benefit upon receipt at
the Principal Office of proof of the Insured's
death. The net death benefit is the Face Amount
at the time of death or the guideline minimum sum
insured, if greater, reduced by 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. We will pay interest from
the date of death to the date the net death
benefit is paid. If the Insured dies after the
Final Payment Date, we will pay the Contract Value
minus any Outstanding Loans. We will pay
interest from the date we receive the death
certificate. If you choose a lump sum payment,
the interest rate will be at least 3% a year, or
the minimum rate set by law, if greater.

REQUIRED MINIMUM In order to qualify as "life insurance" under the
AMOUNT OF DEATH federal tax law, this contract must provide a
BENEFIT minimum death benefit. This is called the
"guideline minimum sum insured" in the tax code.
This is calculated by multiplying the Contract
Value by the percentages shown on the
Specifications Page. The guideline minimum sum
insured varies by Age. The amounts shown in the
Table are determined according to federal tax law,
and will be adjusted according to any changes in
that law.

FORM 1030-96 25

<PAGE>

WHAT YOU SHOULD KNOW ABOUT THE BENEFIT OPTIONS

BENEFIT OPTIONS You may choose one of the following options for
receiving the surrender value or the net death
benefit. We will give the payee a certificate
describing the benefit option you selected. If
you make no choice, we will pay the benefits in a
single, lump sum.

We will pay all benefits from the Fixed Account.
Benefits may not be allocated to the Variable
Account. The amounts payable under these options,
for each $1,000 applied, will be:

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

(b) the rate in this 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 We will make equal payments for any selected
SPECIFIED NUMBER OF YEARS number of years up to 30 years. These payments
(TABLE A) may be made annually, semi-annually, quarterly or
monthly, whichever you choose.

OPTION B: LIFETIME MONTHLY Benefits are based on the age of the person who
BENEFIT (TABLE B) 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 We will pay interest at a rate we determine each
BENEFITS 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 Interest will be credited to the unpaid balance
SPECIFIED AMOUNT 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 We will pay a benefit jointly to two payees during
BENEFITS FOR TWO PAYEES their joint lifetime.
(TABLE E)
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.

FORM 1030-96 26

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Benefits are based on the payees' ages on the date
the first payment is due. Benefits will end when
the second payee dies.

SELECTING BENEFIT OPTIONS The amount we apply under any one option for any
one payee must be at least $5,000, and the
periodic payment for any one payee must be at
least $50.

You may change any option you select before the
net death benefit is paid, subject to the Owner
and Beneficiary provisions. If you make no
selection, the beneficiary may choose an option
when the benefits become payable.

If the amount of monthly income benefits 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.

BENEFIT 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 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.

FORM 1030-96 27

<PAGE>

BENEFIT OPTIONS

TABLE A

BENEFITS FOR SPECIFIED NUMBER OF YEARS

PAYMENT FOR EACH $1,000 OF CONTRACT VALUE APPLIED

These tables are based on an annual interest rate of 3 1/2%.

SEMI- QUAR-
YEARS ANNUAL ANNUAL TERLY MONTHLY
- ----- ------ ------ ----- -------
<S> <C> <C> <C> <C>
1 1000.00 504.30 253.23 84.65
2 508.60 256.49 128.79 43.05
3 344.86 173.91 87.33 29.19
4 263.04 132.65 66.61 22.27
5 213.99 107.92 54.19 18.12

6 181.32 91.44 43.92 15.35
7 158.01 79.69 40.01 13.38
8 140.56 70.88 35.59 11.90
9 127.00 64.05 32.16 10.75
10 116.18 58.59 29.42 9.83

11 107.34 54.13 27.18 9.09
12 99.98 50.42 25.32 8.46
13 93.78 47.29 23.75 7.94
14 88.47 44.62 22.40 7.49
15 83.89 42.31 21.24 7.10

16 79.89 40.29 20.23 6.76
17 76.37 38.51 19.34 6.47
18 73.25 36.94 18.55 6.20
19 70.47 35.54 17.85 5.97
20 67.98 34.28 17.22 5.75

21 65.74 33.15 16.65 5.56
22 63.70 32.13 16.13 5.39
23 61.85 31.19 15.66 5.24
24 60.17 30.34 15.24 5.09
25 58.62 29.56 14.85 4.96

26 57.20 28.85 14.49 4.84
27 55.90 28.19 14.15 4.73
28 54.69 27.58 13.85 4.63
29 53.57 27.02 13.57 4.53
30 52.53 26.49 13.3 4.45
</TABLE>

FORM 1030-96 28

<PAGE>

BENEFIT OPTIONS (CONTINUED)

LIFE INCOME OPTION TABLES

MONTHLY ANNUITY BENEFIT PAYMENT
FOR EACH $1,000 OF CONTRACT VALUE APPLIED

TABLE B

Age Life Annuity with Life Life Annuity
Nearest Payments Guaranteed Annuity with Installment
Birthday for 10 Years Refund
- -------- -------------------- ------- ----------------
<S> <C> <C> <C>
50 4.22 4.24 4.14

51 4.28 4.31 4.19
52 4.34 4.37 4.25
53 4.41 4.44 4.31
54 4.48 4.52 4.37
55 4.55 4.59 4.43

56 4.63 4.68 4.50
57 4.71 4.76 4.57
58 4.80 4.86 4.65
59 4.89 4.96 4.73
60 4.98 5.06 4.82

61 5.08 5.18 4.90
62 5.19 5.30 5.00
63 5.30 5.43 5.10
64 5.42 5.56 5.20
65 5.55 5.71 5.31

66 5.68 5.87 5.43
67 5.81 6.04 5.55
68 5.96 6.22 5.68
69 6.11 6.41 5.81
70 6.26 6.62 5.96

71 6.43 6.84 6.11
72 6.60 7.08 6.27
73 6.77 7.34 6.44
74 6.95 7.62 6.62
75 7.13 7.91 6.81
</TABLE>

These tables are based on an annual interest rate of 3 1/2% and the 1983(a)
Individual Mortality Table using a blend reflecting 40% of the
male rate and 60% of the female rate.

FORM 1030-96 29

<PAGE>

BENEFIT OPTIONS (CONTINUED)

MONTHLY ANNUITY BENEFIT PAYMENT
FOR EACH $1,000 OF CONTRACT VALUE APPLIED

<TABLE>
<CAPTION>
TABLE E1 TABLE E2

Joint and Survivor Life Annuity Joint and Two-Thirds Survivor Life Annuity
Older Age Older Age
---------------------------------------------------- ----------------------------------------------------
50 55 60 65 70 75 80 50 55 60 65 70 75 80
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Y 50 3.91 3.97 4.02 4.05 4.07 4.09 4.10 4.25 4.40 4.57 4.76 4.96 5.18 5.39
O 55 4.18 4.26 4.32 4.36 4.39 4.41 4.60 4.80 5.02 5.26 5.50 5.75
U 60 4.54 4.65 4.73 4.78 4.81 5.08 5.35 5.63 5.92 6.21
N 65 5.04 5.19 5.29 5.35 5.74 6.10 6.46 6.82
G 70 5.75 5.95 6.08 6.67 7.15 7.62
E 75 6.77 7.06 8.04 8.69
R 80 8.29 10.05

A
G
E
</TABLE>

These tables are based on an annual interest rate of 3 1/2%
and the 1983(a) Individual Mortality Table using a proportional blend
of 50% male and 50% female.

MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT
NON-PARTICIPATING

FORM 1030-96 30

<PAGE>

EXHIBIT 1(5)(b)

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
OPTION TO ACCELERATE DEATH BENEFITS
(LIVING BENEFITS RIDER)

This rider is a part of the contract to which it is attached. The Insured under
this rider is the Insured under the contract. This rider does not apply to any
benefits provided by rider.

Benefit - While this rider is in force, you may elect to receive a portion of
the net death benefit called the "Living Benefit," prior to the Insured's death
under either the Terminal Illness Option or the Nursing Home Option, subject to
the definitions, conditions and limitations in this rider. This option may only
be exercised once.

Definitions -

"Option Amount" means that portion of the death benefit which you elect to apply
under this rider. The Option Amount must be at least $25,000 and may not exceed
the lesser of:

- one-half of the death benefit on the date the option is elected; or
- the amount that would reduce the face amount to our minimum issue
limit for this contract; or
- $250,000.

"Option Percentage" is the Option Amount divided by the death benefit.

"Living Benefit" is the Option Amount which has been reduced for interest and
other factors. It is the lump sum benefit under this rider, and is the amount
used to determine the monthly benefit. The Living Benefit will not be less than
the surrender value of the contract multiplied by the Option Percentage. The
following factors will be used to calculate the Living Benefit:

- age;
- sex, unless the contract is issued on a unisex basis; life expectancy;
- Contract Value;
- Outstanding Loan;
- rate of interest currently being credited to the Fixed Account
including those values which are subject to Outstanding Loan;
- Face Amount;
- current monthly deductions; and
- an expense charge of $150.

An amount equal to the Outstanding Loan multiplied by the Option Percentage will
be deducted from the Living Benefit. The remaining Outstanding Loan will
continue in force.

The assumptions we use to calculate the Living Benefit may change from time to
time. The factors used to compute the Living Benefit will be set and changed
only prospectively; that is, based on changes in future expectations. We will
not change these factors to recoup any prior losses or distribute past gains
under the rider.

"Eligible Nursing Home" means an institution or special nursing unit of a
hospital which meets at least one of

<PAGE>

the following requirements:

1. it is Medicare - approved as a provider of skilled nursing care
services; or
2. it is licensed as a skilled nursing home or as an intermediate care
facility by the state in which it is located;
3. it meets all the requirements listed below;
- it is licensed as a nursing home by the state in which it is
located;
- its main function is to provide skilled, intermediate or
custodial nursing care;
- it is engaged in providing continuous room and board
accommodations to 3 or more persons;
- it is under the supervision of a registered nurse (RN) or
licensed practical nurse (LPN);
- it maintains a daily medical record of each patient; and
- it maintains control and records for all medications dispensed.

Institutions which primarily provide residential facilities are not Eligible
Nursing Homes.

"Proof of claim satisfactory to us" includes:
- a request signed by the Insured to disclose all facts concerning
the Insured's health;
- records of the attending physician, including a prognosis of the
Insured; and
- if we request, a medical examination of the Insured at our
expense conducted by a physician we choose.

Conditions - Upon Written Request you may elect to receive payment under one of
the accelerated death benefit options subject to the following conditions:
- the contract is in force;
- a written consent has been given by any collateral assignee,
irrevocable beneficiary and the Insured if you are not the
Insured; and
- the Insured qualifies for the option you elect.

Terminal Illness Option - If you provide proof of claim satisfactory to us that
the Insured's life expectancy is 12 months or less, you may elect to receive
equal monthly payments for 12 months. For each $1,000 of Living Benefit, each
payment will be at least $85.21. This assumes an annual interest rate of 5%.

If the Insured dies before all the payments have been made, we will pay in one
sum the present value of the remaining payments due under this rider calculated
at the interest rate we use to determine those payments as part of the net death
benefit.

If you do not wish to receive monthly payments, you may elect to receive the
Living Benefit in a lump sum.

Nursing Home Option - If (1) the Insured is confined to an Eligible Nursing Home
and has been confined there continuously for the preceding six months; and (2)
you provide proof of claim satisfactory to us that the Insured is expected to
remain in the nursing home until death, you may elect level monthly payments for
the number of years shown in the table that follows. For each $1,000 of living
benefit, each payment will be at least the minimum amount shown in that table.
The table assumes an annual interest rate of 5%.

You may elect a longer payment period than that shown in the table. If you do,
monthly payments will be reduced so that the present value of the monthly
payments for the longer payment period is equal to the

<PAGE>

present value of the payments for the period shown in the table, calculated at
an interest rate of at least 5%.

<PAGE>

<TABLE>
<CAPTION>
MINIMUM MONTHLY MINIMUM MONTHLY
PAYMENT PERIOD PAYMENT FOR EACH PAYMENT PERIOD PAYMENT FOR EACH
IN YEARS $1,000 OF LIVING BENEFIT IN YEARS $1,000 OF LIVING BENEFIT
<S> <C> <C> <C>
1 $85.21 16 $ 7.49

2 $43.64 17 $ 7.20

3 $29.80 18 $ 6.94

4 $22.89 19 $ 6.71

5 $18.74 20 $ 6.51

6 $15.99 21 $ 6.33

7 $14.02 22 $ 6.17

8 $12.56 23 $ 6.02

9 $11.42 24 $ 5.88

10 $10.51 25 $ 5.76

11 $ 9.77 26 $ 5.65

12 $ 9.16 27 $ 5.54

13 $ 8.64 28 $ 5.45

14 $ 8.20 29 $ 5.36

15 $ 7.82 30 $ 5.28

</TABLE>

We reserve the right to set a maximum monthly benefit, which will not be less
than $5,000.

If you do not wish to receive monthly payments, you may elect to receive a
single sum equal to the Living Benefit.

Effect on Contract - The death benefit of the contract will be decreased by the
Option Amount. Such decrease will be effective on the Monthly Processing Date
following the date of your Written Request.

New Specifications Pages will be issued. These pages will include the following
information:

- the effective date of the decrease; and
- the amount of the decrease and the reduced face amount.

The Contract Value will be reduced in the same proportion as the reduction in
the death benefit. There will be no surrender charge on the reduction in
Contract Value. The allocation of the Contract Value between Earnings and
Payments will remain the same.

Exclusion - No benefit will be paid under this rider if a claim results,
directly or indirectly, from a suicide attempt or a self-inflicted injury (while
sane or insane) for any period during which a suicide exclusion is

<PAGE>

applicable.

Termination - This rider will terminate on the first to occur of:

- the end of the grace period of a premium in default; or
- the termination or Final Payment Date of the contract while the
Insured is alive; or
- at any time on your written request.

General - The contract Specifications Pages will show the date of issue of this
rider.

The Living Benefit will be made available to you on a voluntary basis only.
Accordingly:

(a) If you are required by law to exercise this option to satisfy the
claim of creditors, whether in bankruptcy or otherwise, you are
not eligible for this benefit.

(b) If you are required by a government agency to exercise this
option in order to apply for, obtain, or retain a government
benefit or entitlement, you are not eligible for this benefit.

Except as otherwise provided, all conditions and provisions of the contract
apply to this rider.

Signed for the Company at Dover, Delaware.

Richard M. Reilly Abigail M. Armstrong
President Secretary

<PAGE>

EXHIBIT 1(5)(c)

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
LIFE INSURANCE (1035 EXCHANGE) RIDER

This rider is a part of the contract to which it is attached. The insured under
this rider is the insured under the contract.

The contract is issued in consideration for your assignment to us of a life
insurance policy (called the "Exchanged Policy") on the life of the insured.
The "Exchanged Policy" is identified in your application for this contract. As
used in this rider, "gain" means the amount by which the cash value of the
Exchanged Policy (including any unpaid policy loan) exceeds your investment in
the Exchanged Policy as reported to us by the company which issued the Exchanged
Policy. We assume no responsibility for the calculation of your investment in
the Exchanged Policy.

The Fixed Account Interest Rates provisions are amended by the addition of the
following:

The Preferred Loan Rate will also be credited to the following amounts:

1. That portion of the Outstanding Loan which is carried over from the
Exchanged Policy and;

2. A percentage of the gain under the Exchanged Policy less the policy
loan carried over to this contract as of the date of exchange.

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

</TABLE>

Signed for the Company at Dover, Delaware.

Richard M. Reilly Abigail M. Armstrong
President Secretary

<PAGE>

EXHIBIT 1(5)(d)

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

Guaranteed Death Benefit Rider

This rider is a part of the contract if it is attached to it and shown in the
Specifications Pages.

REQUIRED GUARANTEED DEATH BENEFIT PAYMENT -- This rider will take effect upon
receipt by the Company of the Guaranteed Death Benefit Payment shown on the
Specifications Page.

GUARANTEED DEATH BENEFIT -- The contract will not lapse while this rider is
in force. If the Contract Value is less than the surrender charge on a
Monthly Processing Date, the monthly deduction will be made from the Contract
Value. If the Contract Value is less than the monthly deduction, the entire
Contract Value will be applied to the monthly deduction.

NET DEATH BENEFIT -- While this rider is in force, the net death benefit
provisions of the contract is amended by the addition of the following:

If this rider is in effect on the Final Payment Date, a death benefit will be
provided thereafter unless the rider terminates. The net death benefit will
be 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 Outstanding Loan through the contract month in which the Insured
dies. The monthly deduction will not be deducted after the Final Payment
Date.

Termination -- this rider will terminate and may not be reinstated on the
fist to occur of the following:

- - Foreclosure for Outstanding Loan; or
- - Any Policy change that results in a negative guideline level premium
- - A request for a partial withdrawal or preferred loan is made after the Final
Payment Date; or
- - Upon your written request.

It is possible that the Contract Value will not be sufficient to keep the
contract in force on the first Monthly Processing Date following the date
this rider terminates. The net amount payable to keep the contract in force
will never exceed the surrender charge plus the amount required to pay the
monthly deductions for three months as of the day the grace period began.

Signed for the Company at Dover, Delaware

Richard M. Reilly Abigail M. Armstrong
President Secretary

<PAGE>
<TABLE>
<CAPTION>
<S><C>
ALLMERICA FINANCIAL
[LOGO] LIFE INSURANCE AND 440 Lincoln Street [ESTATE OPTIMIZER LIFE
ANNUITY COMPANY Worcester, MA 01653 INSURANCE APPLICATION]

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

- ---------------------------------------------------------------- ----------------------------------------------------------------
1 PAYMENT THE MONETARY CONTRIBUTION TO THE POLICY. 3 ACCOUNT REBALANCING
- ---------------------------------------------------------------- ----------------------------------------------------------------
CHECK ONE: / / I elect Automatic Account Rebalancing of the variable
/ / I have enclosed a check for my initial payment of accounts to the allocations specified in Section 2, above.
$____________ and have received a conditional receipt. / / Monthly / / Quarterly / / Semi-Annually / / Annually
(Please make check payable to Allmerica Financial)
(Automatic Account Rebalancing and Dollar Cost Averaging
/ / My initial payment will be transferred from another cannot be in effect simultaneously.)
insurance company. Approximate amount $____________. ----------------------------------------------------------------
My present contract has a loan that I wish to carry 4 DOLLAR COST AVERAGING
over to the new contract / / yes / / no ----------------------------------------------------------------
Loan carry over amount $____________ Select ONE account from which to transfer money. Be sure you
Total approximate transfer amount $____________ have money allocated to this account in Section 2.
(Transfer payment & loan carry over) Transfer $____________ ($100 Minimum)
(Please attach Transfer of Assets form)
[FROM: / / Fixed Account or
The amount of insurance purchased will be the minimum / / Government Bond Fund* or / / Money Market*
allowed by the IRS Guideline Single Premium unless you (*This account cannot be selected in the allocation
designate a higher amount $_________________________. below.)]
- ----------------------------------------------------------------
2 ALLOCATION HOW I WANT MY PAYMENT ALLOCATED. EVERY: / / Month / / Quarter / / 6 Mos. / / 12 Mos.
- ---------------------------------------------------------------- INTO: ________ % Allmerica Select Aggressive Growth
ALLOCATE MY PAYMENT AS FOLLOWS: Please use whole percentages. ________ % Allmerica Select Capital Appreciation
You may allocate your payment to no more than [20] of the ________ % Allmerica Select Value Opportunity Fund
[21] variable accounts listed below and the Fixed Account. ________ % Allmerica Select Emerging Markets
YOUR TOTAL ALLOCATION MUST EQUAL 100% ________ % T. Rowe Price International Stock
________ % Allmerica Select Aggressive Growth ________ % Fidelity VIP Overseas Portfolio
________ % Allmerica Select Capital Appreciation ________ % Allmerica Select International Equity
________ % Allmerica Select Value Opportunity Fund ________ % Delaware International Equity Series
________ % Allmerica Select Emerging Markets ________ % Fidelity VIP Growth Portfolio
________ % T. Rowe Price International Stock ________ % Allmerica Select Growth
________ % Fidelity VIP Overseas Portfolio ________ % Allmerica Select Strategic Growth
________ % Allmerica Select International Equity ________ % Allmerica Growth
________ % Delaware International Equity Series ________ % Allmerica Equity Index
________ % Fidelity VIP Growth Portfolio ________ % Fidelity VIP Equity Income Portfolio
________ % Allmerica Select Growth ________ % Allmerica Select Growth and Income
________ % Allmerica Select Strategic Growth ________ % Fidelity VIP II Asset Manager
________ % Allmerica Growth ________ % Fidelity VIP High Income Portfolio
________ % Allmerica Equity Index ________ % Allmerica Investment Grade Income
________ % Fidelity VIP Equity Income Portfolio ________ % Allmerica Select Income
________ % Allmerica Select Growth and Income ________ % Allmerica Government Bond Fund
________ % Fidelity VIP II Asset Manager ________ % Allmerica Money Market
________ % Fidelity VIP High Income Portfolio ________ %
________ % Allmerica Investment Grade Income ________ %
________ % Allmerica Select Income 100% % TOTAL
________ % Allmerica Government Bond Fund
________ % Allmerica Money Market
________ % Fixed Account
________ %
________ %
100% % TOTAL
Any future payment will be allocated according to this
selection unless changed by me.
</TABLE>

10465 1 (12/97)

<PAGE>
<TABLE>
<CAPTION>
<S><C>
- ---------------------------------------------------------------- ----------------------------------------------------------------
5 INSURED THE PERSON UPON WHOSE LIFE THIS INSURANCE 10 INFORMATION ABOUT THE INSURED
COVERAGE IS PROPOSED. FOR SECOND INSURED, ----------------------------------------------------------------
COMPLETE FORM 10495. 10a CURRENT EMPLOYMENT.
- ----------------------------------------------------------------
Employer's Name:_________________________________________

-------------------------------------------------------------- Occupation and Responsibilities:_________________________
First Name Middle Last
_________________________________________________________

-------------------------------------------------------------- 10b INCOME
Street Address
My annual earned income is $_________________

-------------------------------------------------------------- My annual unearned income is $_________________
City State Zip
My net worth is $_________________
( )
-------------------------------------------------------------- 10c DURING THE PAST YEAR, I HAVE SMOKED ONE OR MORE
Daytime Telephone Number Years at this Address CIGARETTES, CIGARS, PIPES, OR USED CHEWING TOBACCO.
/ / Yes / / No
/ / / / M / / F
---- ---- ---- -------------- 10d Height_______________ Weight_______________
Date of Birth Sex State of Birth
----------------------------------------------------------------
11 MEDICAL HISTORY
------------------------------- ----------------------- ----------------------------------------------------------------
Social Security/Tax I.D. Number Driver's License Number 11a DURING THE PAST 10 YEARS, I HAVE HAD, OR BEEN TREATED
- ---------------------------------------------------------------- FOR HEART, LIVER, LUNG, OR KIDNEY TROUBLE, HIGH BLOOD
6 OWNER THE PERSON OR ENTITY EXERCISING THE POLICY'S PRESSURE, STROKE, DIABETES, CANCER, NERVOUS OR
CONTRACTUAL RIGHTS. PSYCHOLOGICAL DISORDERS, OR ALCOHOL OR DRUG ABUSE.
- ----------------------------------------------------------------
/ / Yes / / No

-------------------------------------------------------------- 11b DURING THE PAST 10 YEARS, I HAVE HAD, OR BEEN TREATED
First Name Middle Last FOR IMMUNE SYSTEM DISORDER INCLUDING ACQUIRED
IMMUNE DEFICIENCY SYNDROME (AIDS), AIDS-RELATED
COMPLEX, OR ANOTHER IMMUNE DISORDER.
--------------------------------------------------------------
Street Address / / Yes / / No

IF YOU ANSWERED "YES" TO 11a OR 11b, PLEASE COMPLETE
-------------------------------------------------------------- ITEMS 11c THROUGH 11f:
City State Zip
11c I HAVE BEEN DIAGNOSED OR TREATED FOR:____________________

--------------------------------- ------------------------- ---------------------------------------------------------
Social Security/Tax I.D. Number Date of Trust
- ---------------------------------------------------------------- ---------------------------------------------------------
7 BENEFICIARY
- ---------------------------------------------------------------- ---------------------------------------------------------

I AM CURRENTLY BEING TREATED: / / YES / / NO
--------------------------------------------------------------
Name of Primary Beneficiary Relationship to Insured
---------------------------------------------------------
Primary Physician's Name
--------------------------------------------------------------
Name of Contingent Beneficiary Relationship to Insured
- ---------------------------------------------------------------- ---------------------------------------------------------
8 REPLACEMENT OF OTHER CONTRACTS Health Care Provider
- ----------------------------------------------------------------
WILL THE PROPOSED POLICY REPLACE ANY EXISTING ANNUITY OR LIFE
INSURANCE POLICY? ---------------------------------------------------------
Street Address
/ / Yes / / No

If yes, list company name and policy number: ---------------------------------------------------------
City State Zip

-------------------------------------------------------------- ( ) / /
------------------------------ -----------------------
Telephone Date of Last Visit
--------------------------------------------------------------

- ----------------------------------------------------------------
9 TELEPHONE ACCESS
- ----------------------------------------------------------------
I WILL AUTOMATICALLY BE ABLE TO TRANSFER ACCOUNT VALUES
AND CHANGE THE ALLOCATION OF FUTURE INVESTMENTS BY
TELEPHONE OR FAX UNLESS I CHECK THE BOX BELOW.

/ / I DO NOT accept the Telephone Access privilege.

(Please see additional information in the Authorization and
Signature Section)
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
<S><C>

11d DURING THE PAST THREE YEARS, I HAVE PARTICIPATED IN, OR 12d INVESTMENT OBJECTIVE:
INTEND TO PARTICIPATE IN:
/ / Emphasizes Growth / / Emphasizes Stability
/ / Scuba Diving / / Skydiving / / Land/Water Racing
/ / Balances Growth and Stability
/ / Hang Gliding or similar flying activity
12e ARE ANY ANNUITIES, MUTUAL FUNDS, OR SECURITIES BEING
11e DURING THE PAST TWO YEARS, I HAVE FLOWN, OR INTEND TO LIQUIDATED TO PURCHASE THIS VARIABLE LIFE INSURANCE
FLY, AS A TRAINEE, PILOT, OR CREW MEMBER. POLICY?

/ / Yes / / No / / Yes / / No

11f DURING THE PAST THREE YEARS, I HAVE HAD A MOTOR If yes, a switching letter signed by the policyowner
VEHICLE LICENSE SUSPENDED OR REVOKED, OR BEEN is attached:
CONVICTED OF DRIVING WHILE INTOXICATED OR OF MORE
THAN ONE MOVING VIOLATION. / / Yes / / No

/ / Yes / / No If yes, has the agent explained the potential advantages
and disadvantages of this transaction?:
- ----------------------------------------------------------------
INSUREDS, OWNERS, AND AGENTS MUST / / Yes / / No
12 SUITABILITY REVIEW AND COMPLETE THIS SECTION.
- ---------------------------------------------------------------- 13f ARE YOU AN ASSOCIATED PERSON OF ANOTHER BROKER
12a REASON FOR INSURANCE: OR DEALER?

/ / Estate Taxes / / Fund Business Agreement / / Yes / / No
/ / Retirement Income / / Death Benefit
/ / Business Insurance / / Gift 13g HAVE YOU RECEIVED A CURRENT PROSPECTUS DESCRIBING THE
/ / Family Income / / Other VARIABLE LIFE INSURANCE POLICY, INCLUDING THE UNDERLYING
/ / Cash Accumulation FUNDS, AND DO YOU BELIEVE THAT A FLEXIBLE-PREMIUM
VARIABLE LIFE INSURANCE POLICY IS CONSISTENT WITH YOUR
12b OWNER'S ESTIMATED FINANCIAL DATA: INVESTMENT OBJECTIVES AND FINANCIAL NEEDS?

Securities: $_____________Savings: $______________ / / Yes / / No

Liquid Net Worth: $____________ Tax Bracket: _____% AUTHORIZATION:

Gross Annual Income: $_______________ -------------------------------------------------- -----------
(Completed by a Home Office Registered Principal) Date
12c RISK PROFILE:

/ / Conservative / / Moderate / / Aggressive

Source of Funds:__________________________________

</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
<S><C>
- ---------------------------------------------------------------- VARIABLE PRODUCT DISCLOSURE
AUTHORIZATIONS AND SIGNATURES
- ---------------------------------------------------------------- I UNDERSTAND THAT ANY DEATH BENEFITS IN EXCESS OF THE FACE
AUTHORIZATION TO OBTAIN INFORMATION AMOUNT AND ANY POLICY VALUE OF THE POLICY APPLIED FOR, MAY
INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF
To all physicians, medical professionals, hospitals, THE SUB-ACCOUNTS OF THE VARIABLE ACCOUNT. THE POLICY VALUE
clinics, other health care providers, employers, Medical ALLOCATED TO THE FIXED ACCOUNT WILL ACCUMULATE INTEREST AT A
Information Bureau, Inc. (MIB), consumer reporting agencies, RATE SET BY THE COMPANY WHICH WILL NOT BE LESS THAN THE
other insurance support organizations, the United States MINIMUM GUARANTEED RATE OF 4% ANNUALLY. THERE IS NO
Internal Revenue Service, the Puerto Rico Bureau of Income GUARANTEED MINIMUM POLICY VALUE. THE POLICY VALUE MAY
Tax, and other persons who have the types of information DECREASE TO THE POINT WHERE THE POLICY WILL LAPSE AND
described about the proposed Insured: PROVIDE NO FURTHER DEATH BENEFIT WITHOUT ADDITIONAL PAYMENTS.

I authorize you to give the Company, its reinsurers, or its ACKNOWLEDGEMENTS AND AGREEMENTS
agent (a) all information you have as to illness, injury,
medical history, diagnosis, treatment, and prognosis I acknowledge receipt of current Prospectuses describing the
(including any drug or alcohol abuse condition or treatment) [Estate Optimizer Life Insurance] policy that I am applying
with respect to any physical or mental condition of the for, and the underlying funds.
proposed Insured; and (b) any non-medical information,
including but not limited to, an investigative consumer It is agreed that: (1) The application consists of this
report and copies of my tax returns filed with the United application form, the medical questionnaire, if any, and the
States Internal Revenue Service and/or Puerto Rico Bureau of information on the Second Insured form, if it applies; (2)
Income Tax, which the Company believes it needs to perform The representations are true and complete to the best of my
the business functions described below. I also authorize the knowledge and belief; (3) No liability exists and the
Company to give the MIB health or non-medical information it insurance applied for will not take effect until the policy
has about me and that of any minor member of my family is delivered and the payment is made during the lifetime of
applying for insurance. the proposed Insured(s) and then only if the proposed
Insured(s) has (have) not consulted any physician or
The information obtained will be used to determine if the practitioner of any healing art nor had any tests listed in
proposed Insured is eligible for: (a) the insurance the application since its completion; but if the payment is
requested; or (b) benefits under a policy which is in force. paid prior to delivery of the policy and a conditional
It will also be used for any other business purpose which receipt is delivered by the registered representative,
relates to the insurance requested or the policy which is in insurance will be effective subject to the terms of the
force. This authorization will be valid for 30 months. I conditional receipt; and (4) No registered representative or
know that under Federal Regulations I may revoke this broker is authorized to amend, alter, or modify the terms of
authorization as it applies to drug and alcohol abuse this agreement.
treatment at any time, but my revocation will not effect any
information that has been released prior thereto. I know
that I may request a copy of this form. I agree that a
photocopy is as valid as the original. I have received the
Insurance Information Practices notice. --------------------------------------------------------------
Signature of Insured Date
I understand that Allmerica Financial Life Insurance and
Annuity Company is authorized to honor telephone requests by
me or by individuals authorized by me, to transfer account --------------------------------------------------------------
values among sub-accounts and to change the allocation of my Print Name of Insured
future payments. I also understand that withdrawal of funds
from my policy cannot be transacted by telephone or fax
instructions. --------------------------------------------------------------
Signed at City State

--------------------------------------------------------------
Signature of Owner (if other than Insured) Date

--------------------------------------------------------------
Print Name of Owner

--------------------------------------------------------------
Signed at City State

</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
<S><C>
- ---------------------------------------------------------------- REMARKS:
FOR FINANCIAL REPRESENTATIVE USE ONLY ------------------------------------------------------
- ----------------------------------------------------------------
Does the policy applied for replace an existing annuity
or life insurance policy? --------------------------------------------------------------

/ / Yes / / No
--------------------------------------------------------------
If yes, attach replacement forms as required.

As Registered Representative, I certify witnessing the --------------------------------------------------------------
signature of the applicant and that the information in this
application has been accurately recorded to the best of
my knowledge and belief. --------------------------------------------------------------

Based on the information furnished by the Owner or
Insured in this application, I certify that I have reasonable --------------------------------------------------------------
grounds for believing the purchase of the policy applied
for is suitable for the Owner. I further certify that the
Prospectuses were delivered and that no written sales --------------------------------------------------------------
materials other than those furnished by the Company
were used. ----------------------------------------------------------------
FOR HOME OFFICE USE ONLY
----------------------------------------------------------------
--------------------------------------------------------------
Signature of Registered Representative Date
--------------------------------------------------------------

--------------------------------------------------------------
Print Name of Registered Representative Reg Rep # --------------------------------------------------------------

-------------------------------------------------------------- --------------------------------------------------------------
Signature of Registered Representative Date

--------------------------------------------------------------
--------------------------------------------------------------
Print Name of Registered Representative Reg Rep #
--------------------------------------------------------------

--------------------------------------------------------------
Signature of Registered Representative Date --------------------------------------------------------------

-------------------------------------------------------------- --------------------------------------------------------------
Print Name of Registered Representative Reg Rep #

--------------------------------------------------------------
Signature of Registered Representative Date

--------------------------------------------------------------
Print Name of Registered Representative Reg Rep #

--------------------------------------------------------------
TR Code (Indicate A, B, or C)

--------------------------------------------------------------
Telephone Fax

--------------------------------------------------------------
Name of Broker/Dealer Branch #

--------------------------------------------------------------
Branch Office Street Address

--------------------------------------------------------------
City State Zip
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S><C>
ALLMERICA FINANCIAL INFORMATION ON SECOND INSURED
[LOGO] LIFE INSURANCE AND 440 Lincoln Street [ESTATE OPTIMIZER LIFE
ANNUITY COMPANY Worcester, MA 01653 INSURANCE APPLICATION]

- ------------------------------------------------------------------------------------------------------------------------------------
1 SECOND INSURED 4c DURING THE PAST YEAR, I HAVE SMOKED ONE OR MORE
- ---------------------------------------------------------------- CIGARETTES, CIGARS, PIPES, OR USED CHEWING TOBACCO.

/ / Yes / / No
--------------------------------------------------------------
First Name Middle Last 4d Height__________ Weight__________

---------------------------------------------------------------
-------------------------------------------------------------- 5 MEDICAL HISTORY
Street Address ---------------------------------------------------------------

5a DURING THE PAST 10 YEARS, I HAVE HAD, OR BEEN TREATED
-------------------------------------------------------------- FOR HEART, LIVER, LUNG, OR KIDNEY TROUBLE, HIGH BLOOD
City State Zip PRESSURE, STROKE, DIABETES, CANCER, NERVOUS OR
PSYCHOLOGICAL DISORDERS, OR ALCOHOL OR DRUG ABUSE.
( )
-------------------------------------------------------------- / / Yes / / No
Daytime Telephone Number Years at this Address
5b DURING THE PAST 10 YEARS, I HAVE HAD, OR BEEN TREATED
/ / / / M / / F FOR IMMUNE SYSTEM DISORDER INCLUDING ACQUIRED
---- ---- ---- -------------- IMMUNE DEFICIENCY SYNDROME (AIDS), AIDS-RELATED
Date of Birth Sex State of Birth COMPLEX, OR ANOTHER IMMUNE DISORDER.

/ / Yes / / No
------------------------------- -----------------------
Social Security/Tax I.D. Number Driver's License Number IF YOU ANSWERED "YES" TO 5a OR 5b, PLEASE COMPLETE
- --------------------------------------------------------------- ITEMS 5c THROUGH 5f:
2 OWNER AND BENEFICIARY
- --------------------------------------------------------------- 5c I HAVE BEEN DIAGNOSED OR TREATED FOR:
The Owner and Beneficiary are as indicated in Section 6 --------------------
and 7 of the accompanying [Estate Optimizer Life Insurance
Application]. If Section 6 is left blank, the Owner will be ---------------------------------------------------------
the insured listed in Section 5 of the [Estate Optimizer Life
Insurance Application]. ---------------------------------------------------------

- --------------------------------------------------------------- ---------------------------------------------------------
3 REPLACEMENT OF OTHER CONTRACTS
- --------------------------------------------------------------- ---------------------------------------------------------
WILL THE PROPOSED POLICY REPLACE ANY EXISTING ANNUITY OR LIFE
INSURANCE POLICY? I AM CURRENTLY BEING TREATED: / / Yes / / No

/ / Yes / / No ---------------------------------------------------------
Primary Physician's Name
If yes, list company name and policy number:
---------------------------------------------------------
- --------------------------------------------------------------- Health Care Provider

- --------------------------------------------------------------- ---------------------------------------------------------
Street Address
- ---------------------------------------------------------------
4 INFORMATION ABOUT THE INSURED ---------------------------------------------------------
- --------------------------------------------------------------- City State ZIP
4a CURRENT EMPLOYMENT.
( ) / /
Employer's Name: ---------------------------------- ------------------
------------------------------------------ Telephone Date of Last Visit

Occupation and Responsibilities:
-------------------------- 5d DURING THE PAST THREE YEARS, I HAVE PARTICIPATED IN, OR
INTEND TO PARTICIPATE IN:
----------------------------------------------------------
/ / Scuba Diving / / Skydiving / / Land/Water Racing
4b INCOME / / Hang Gliding or similar flying activity

My annual earned income is $_______________________ 5e DURING THE PAST TWO YEARS, I HAVE FLOWN, OR INTEND TO
FLY, AS A TRAINEE, PILOT, OR CREW MEMBER.
My annual unearned income is $_______________________
/ / Yes / / No
My net worth is $_______________________
5f DURING THE PAST THREE YEARS, I HAVE HAD A MOTOR
VEHICLE LICENSE SUSPENDED OR REVOKED, OR BEEN
CONVICTED OF DRIVING WHILE INTOXICATED OR OF MORE
THAN ONE MOVING VIOLATION.

/ / Yes / / No

<PAGE>

- --------------------------------------------------------------- ACKNOWLEDGEMENTS AND AGREEMENTS
AUTHORIZATIONS AND SIGNATURES
- --------------------------------------------------------------- It is agreed that: (1) The application consists of this
AUTHORIZATIONS TO OBTAIN INFORMATION application form, the medical questionnaire, if any, and the
information on the Second Insured form; (2) The representa-
To all physicians, medical professionals, hospitals, clinics, tions are true and complete to the best of my knowledge and
other health care providers, employers, Medical Information belief; (3) No liability exits and the insurance applied for
Bureau, Inc. (MIB), consumer reporting agencies, other will not take effect until the policy is delivered and the
insurance support organizations, the United States Internal payment is made during the lifetime of the proposed Insured(s)
Revenue Service, the Puerto Rico Bureau of Income Tax, and and then only if the proposed Insured(s) has (have) not
other persons who have the types of information described about consulted any physician or practitioner of any healing art nor
the proposed Insured: had any tests listed in the application since its completion;
but if the payment is paid prior to delivery of the policy and
I authorized you to give the Company, its reinsurers, or its a conditional receipt is delivered by the registered
agent (a) all information you have as to illness, injury, representative, insurance will be effective subject to the
medical history, diagnosis, treatment, and prognosis terms of the conditional receipt; and (4) No registered
(including any drug or alcohol abuse condition or treatment) representative or broker is authorized to amend, alter, or
with respect to any physical or mental condition of the modify the terms of this agreement.
proposed Insured; and (b) any non-medical information,
including but not limited to, an investigative consumer
report and copies of my tax returns filed with the United
States Internal Revenue Service and/or Puerto Rico Bureau of ---------------------------------------------------------------
Income Tax, which the Company believes it needs to perform Signature of Second Insured Date
the business functions described below. I also authorize the
Company to give the MIB health or non-medical information it ---------------------------------------------------------------
has about me and that of any minor member of my family applying Print Name of Second Insured
for insurance.
---------------------------------------------------------------
The information obtained will be used to determine if the Signed at City State
proposed Insured is eligible for: (a) the insurance requested;
or (b) benefits under a policy which is in force. It will also
be used for any other business purpose which relates to the
insurance requested or the policy which is in force. This
authorization will be valid for 30 months. I know that under ---------------------------------------------------------------
Federal Regulations I may revoke this authorization as it Signature of Owner (if other than Insured) Date
applies to drug and alcohol abuse treatment at any time, but
my revocation will not effect any information that has been ---------------------------------------------------------------
released prior thereto, I know that I may request a copy of this Print Name of Owner
form. I agree that a photocopy is as valid as the original. I
have received the Insurance Information Practices notice. ---------------------------------------------------------------
Signed at City State
</TABLE>

<PAGE>

EXHIBIT 3
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

June 30, 1998
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653

Gentlemen:

In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of this initial
Registration Statement for the VEL III Account 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 VEL III Account 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 VEL III Account equal to the reserves and other
Policy liabilities of the Policies which are supported by the VEL III
Account 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
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 Registration
Statement of the VEL III Account 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>

EXHIBIT 6
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

June 30, 1998

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

Gentlemen:

This opinion is furnished in connection with the filing by Allmerica
Financial Life Insurance and Annuity Company of the Registration Statement on
Form S-6 of its modified single premium variable life insurance policies
("Contracts") allocated to the VEL Account III under the Securities Act of
1933. The prospectus included in 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 illustration of death benefits and cash values
included in Appendix C of the prospectus, based on the assumptions stated in the
illustrations, are consistent with the provisions of the Contract. 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 Contract 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 Contract 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 Registration
Statement.

Sincerely,

/s/ William H. Mawdsley

William H. Mawdsley, FSA, MAAA
Vice President and Actuary

<PAGE>

EXHIBIT 7

Description of Issuance, Transfer and Redemption Procedures for Contracts
Offered by the VEL Account III of
Allmerica Financial Life Insurance and Annuity Company
Pursuant to Rule 6e-3(T)(b)(12)(ii)
under the Investment Company Act of 1940

The VEL Account III ("Separate Account") of Allmerica Financial Life Insurance
and Annuity Company ("Company") is registered under the Investment Company Act
of 1940 ('1940 Act') as a unit investment trust. Within the Separate Account
are twenty one Sub-Accounts. Procedures apply equally to each subaccount and
for purposes of this description are defined in terms of the Separate Account,
except where a discussion of both the Separate Account and the individual
Sub-Accounts is necessary. Each Sub-Account invests, respectively, in shares of
a corresponding investment division of Allmerica Investment Trust ("Trust"),
Fidelity Variable Insurance Products Fund ("VIP") and Fidelity Variable
Insurance Products Fund ("VIP II"), Delaware Group Premium Fund, Inc. ("DGPF"),
and T. Rowe Price International Series, Inc. ("T. Rowe Price"), each of which is
a "series" type of mutual fund registered under the 1940 Act. The investment
experience of a Sub-Account of the Separate Account depends on the market
performance of its corresponding investment division. Although modified single
payment variable life insurance Contracts funded through the Separate Account
may also provide for fixed benefits supported by the Company's General Account,
this description assumes that net payments are allocated exclusively to the
Separate Account and that all transactions involve only the Sub-Accounts of the
Separate Account, except as otherwise explicitly stated herein.

I. "PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS -- SECTION 22(d)
AND RULE 22c-l

This section outlines Contract provisions and administrative procedures
which might be deemed to constitute, either directly or indirectly, a
"purchase" transaction. Because of the insurance nature of the Contracts,
the procedures involved necessarily differ in certain significant respects
from the purchase procedures for mutual funds and annuity plans. The chief
differences revolve around the structure of the cost of insurance charges
and the insurance underwriting process. Certain Contract provisions, such
as reinstatement and loan repayment, do not result in the issuance of a
Contract but require certain payments by the Contract Ownerand involve a
transfer of assets supporting Contract reserve into the Separate Account.

a. INSURANCE CHARGES AND UNDERWRITING STANDARDS

The Contracts are designed as modified single payment variable life
insurance polices. The total of all payments paid can never exceed the
then current maximum payments determined by Internal Revenue Service rules.
If at any time a payment is paid which would result in total payments
exceeding the current maximum payment limitations, the Company will return
the amount in excess of such maximums to the Contract owner.

The Contract will remain in force so long as the Contract value less any
outstanding debt is sufficient to pay certain monthly charges imposed in
connection with the Contract. Cost of insurance charges for the Contracts
will not be the same for all Contract Owners. The insurance principle of
pooling and distribution of mortality risks is based upon the assumption
that each Contract Owner pays a cost of insurance charge commensurate with
the Insured's mortality risk, which is actuarially determined based upon
factors such as age and health. In the context of life insurance, a
uniform mortality charge (the "cost of insurance charge") for all Insured's
would discriminate unfairly in favor of those Insured's representing
greater mortality risks to the disadvantage of those representing lesser
risks. Accordingly,

<PAGE>

there will be a different "price" for each actuarial category of Contract
Owners because different cost of insurance rates will apply. Accordingly,
while not all Contract Owners will be subject to the same cost of insurance
rate, there will be a single "rate" for all Contract Owners in a given
actuarial category. The Contracts will be offered and sold pursuant to the
Company's underwriting standards and in accordance with state insurance
laws. Such laws prohibit unfair discrimination among Insureds, but
recognize that payments must be based upon factors such as age, health and
occupation. Tables showing the maximum cost of insurance charges will be
delivered as part of the Contract.

b. APPLICATION AND INITIAL PAYMENT PROCESSING

Payments are payable only to the Company, and may be mailed to the
Principal Office or paid through an authorized agent of the Company. All
payments are credited to the Separate Account or General Account as of
date of receipt at the Principal Office.

The Contract requires a single payment of at least $25,000 on or before the
date of issue. The initial payment is used to determine the face amount
of the Policy, by treating the initial payment as equal to 100% of the
Guideline Single Premium. The Contract owner may indicate the desired
Face Amount on the application. If the Face Amount specified exceeds 100%
of the Guideline Single Premium for the amount of the payment, the
Application will be amended and a Contract with a higher Face Amount will
be issued.

Additional payments of at least $10,000 may be made as long as the total
payments do not exceed the maximum payment specified in the Contract. The
total of all payments can never exceed the then-current maximum payment
limitation determined by Internal Revenue Service rules. Where total
payments would exceed the current maximum payment limits, the Company will
only accept that part of a payment which will make total payments equal the
maximum. The Company will return any part of a payment that is greater
than that amount. However, the Company will accept a payment needed to
prevent Contract lapse during a contract year.

Upon receipt of a completed application from a prospective Contract Owner,
the Company will follow certain insurance underwriting procedures designed
to determine whether the proposed Insured is insurable. This process may
involve such verification procedures as medical examinations and may
require that further information be provided by the proposed Contract Owner
before a determination can be made. A Contract cannot be issued until this
underwriting procedure has been completed.

If at the time of Application a prospective Contract Owner makes a
payment, the Company will provide fixed conditional insurance in the amount
of insurance applied for, up to a maximum of $500,000, pending underwriting
approval. If the application is approved, the Contract will be issued as
of the date of the underwriting approval. If the prospective Contract Owner
does not wish to make any payment until the Contract is issued, upon
delivery of the Contract the Company will require payment of sufficient
payment to place the insurance in-force.

Pending completion of insurance underwriting and Contract issuance
procedures, the initial payment will be held in the Company's General
Account. If the application is approved and the Contract is issued and
accepted, the initial payment held in the General Account will be credited
with interest not later than the date of receipt of the payment at the
Company's Principal Office. Not later than three days of underwriting
approval of the Contract, the amounts held in the Company's General Account
will be allocated to the Sub-Accounts according to Contract Owner's
instructions; provided, however, that if the contract is issued in a "full
refund" state, the Sub-Account investments will initially be allocated to
the Money Market Fund and thereafter transferred according to the Contract
Owner's instructions at the end of the free look period. Amounts remaining
in the General Account will continue to be credited

<PAGE>

interest from date of receipt of the payment at the Principal Office. If a
Contract is not issued, the payments will be returned to the Applicant
without interest unless the Contract Owner has elected on the application
to instead receive an Annuity Contract.

These processing procedures are designed to provide insurance, starting
with the date of the application, to the proposed Contract Owner in
connection with payment of the initial payment and will not dilute any
benefit it payable to any existing Contract Owner. Although a Contract
cannot be issued until the underwriting process has been completed, the
proposed Contract Owner will receive immediate insurance coverage, if the
proposed Contract Owner has paid an initial payment and proves to be
insurable. If the initial payment is not paid with the application,
variability of benefits will commence within three days of underwriting
approval, subject to the restrictions indicated above. The Company will
require that the Contract be delivered within a specific delivery period to
protect itself against anti-selection by the prospective Contract Owner
resulting from a deterioration of the health of the proposed Insured.

c. PAYMENT ALLOCATIONS

The Contract Owner may allocate net payments among the Company's General
Account and the Sub-Accounts of the Separate Account. Each Sub-Account of
the Separate Account invests its assets in shares of a corresponding
Underlying Fund. Purchases and redemptions of such shares are made at net
asset value, with no deduction for sales load.

Payments allocated to a Sub-Account, transfers to that Sub-Account, and
reserve adjustment transfers, if any, will be netted as of each valuation
date against amounts withdrawn from the Sub-Account in connection with
Contract surrenders, partial withdrawals, transfers, and death benefits, as
well as the asset charge and amounts paid to the Company in lieu of taxes,
if any. A net purchase or sale of Underlying Fund shares will be made for
a Sub-Account at net asset value. All income, dividends and realized gain
distributions of a Underlying Fund will be reinvested in shares of the
respective Underlying Fund at net asset value. Valuation dates currently
occur on each day on which the New York Stock Exchange is open for trading,
and on such other days where there is a sufficient degree of trading in a
Underlying Fund's securities such that the current net asset value of the
Sub-Accounts may be materially affected.

The Contract Owner may change the allocation of net payments without charge
at any time by providing written notice to the Principal Office. The
change will be effective as of the date of receipt of the notice at the
Principal Office. The Contract Owner may transfer amounts among all of the
Sub-Accounts and the General Account, subject to certain restrictions.

d. REPAYMENT OF LOAN

The Contract Owner may borrow money secured by Contract Value. The total
amount the Contract Owner may borrow is the Loan Value. The Loan Value is
90% of the Contract Value minus any surrender charges.

The minimum loan is $1,000. The maximum loan is the Loan Value minus any
outstanding loans. The Company will usually pay the loan within seven days
after the Company receives a written request for the loan. The Company
will allocate the loan among the Sub-Accounts and the Fixed Account
according to the Contract Owner's instructions. If the Contract Owner does
not make an allocation, the Company will make a pro-rata allocation among
the Sub-Accounts and Fixed Account. The Company will transfer Contract
Value in each Sub-Account, equal to the Contract loan amount, to the Fixed
Account. The Company will not count this transfer as a transfer subject to
the transfer charge,

<PAGE>

described below. Contract Value equal to the outstanding loan amount will
earn monthly interest in the Fixed Account at an annual rate of at least
4.0%.

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. A loan made
under the Contract may be repaid with an amount equal to the original loan
plus loan interest.

When a loan is made, the Company will transfer from each Sub-Account of the
Separate Account to the General Account an amount of that Sub-Account's
Contract value equal to the loan amount allocated to the Sub-Account.
Since the Company will credit such assets with interest at a rate which is
below the interest rate charged on the loan, the difference will be
retained by the Company to cover certain expenses and contingencies. Upon
repayment of debt, the Company will reduce the Contract value in the
general account attributable to the loan and transfer assets supporting
corresponding reserves to the Sub-Accounts according to either Contract
Owner's instruction or, if none, the payment allocation percentages then in
effect. Loan repayments allocated to the Separate Account cannot exceed
Contract value previously transferred from the Separate Account to secure
the debt.

If the surrender value is insufficient to cover the next monthly deduction
plus loan interest accrued, or if Contract debt exceeds the Contract value
less surrender charges, the Company will notify the Contract Owner and any
assignee of record. The Contract Owner will then have a grace period of 62
days, measured from the date the notice is mailed, to make sufficient
payments to prevent termination.

Failure to make a sufficient payment within the grace period will result in
termination of the Contract without any Contract value. The death benefit
payable during the grace period will be reduced by any overdue charges. If
the Insured dies during the grace period, the death proceeds will still be
payable, but any monthly deductions due and unpaid through the Contract
month in which the Insured dies will be deducted from the death proceeds.

If the Contract has not been surrendered and the Insured is alive, the
terminated Contract may be reinstated anytime within three years after the
date of default by submitting the following to the Company: (1) a written
application for reinstatement; (2) evidence of insurability satisfactory to
the Company; and (3) a payment that is large enough (a) to cover the cost
of all contract charges that were due and unpaid during the grace period,
(b) to keep the contract in force for three months, and (c) to reinstate
any loan against the Contract that existed at the end of the grace period.

The Contract value on the date of reinstatement is the net payment paid to
reinstate the Contract increased by interest from the date the payment was
received at the Company's Principal Office; plus an amount equal to the
Contract value less debt on the date of default minus the monthly deduction
due on the date of reinstatement. The surrender charge on the date of
reinstatement is the surrender charge which was in effect on the date of
default.

PREFERRED LOAN OPTION - Any portion of the Outstanding Loan that represents
earnings in the Contract, a loan from an exchanged life insurance policy
that was as carried over to the Contract, or the gain in the exchanged life
insurance policy that was carried over to the Contract may be treated as a
preferred loan. The available percentage of the gain carried over from an
exchanged policy less any policy loan carried over which will be eligible
for preferred loan treatment is as follows:

Beginning of 1 2 3 4 5 6 7 8 9 10 11
Contract
- --------------------------------------------------------------------------------

<PAGE>

Year
- --------------------------------------------------------------------------------
Unloaned 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Gain
Available

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

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.

e. CORRECTION OF MISSTATEMENT OF AGE

If the Insured's age or sex is not correctly stated in the Contract
application, the Company will adjust benefits 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. The Company 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.

f. CONTESTABILITY

A Contract is contestable for two years, measured from the issue date, for
material misrepresentations made in the initial application for the
Contract. Contract changes may be contested for two years after the
effective date of a change, and a reinstatement may be contested for two
years after the effective date of reinstatement. No statement will be used
to contest a Contract unless it is contained in an application.

g. REDUCTION IN COST OF INSURANCE RATE CLASSIFICATION

By administrative practice, the Company will reduce the cost of insurance
rate classification for an outstanding Contract if new evidence of
insurability demonstrates that the Contract Owner qualifies for a lower
classification. After the reduced rating is determined, the Contract Owner
will pay a lower monthly cost of insurance charge each month.

II. "REDEMPTION PROCEDURE"': SURRENDER AND RELATED TRANSACTIONS

The Contracts provide for the payment of monies to a Contract Owner or
beneficiary upon presentation of a Contract. Generally except for the
payments of death proceeds, the imposition of cost of insurance and
administrative charges, and the possible effect of a contingent surrender
charge, the payee will receive a pro rata or proportionate share of the
Separate Account's assets, within the meaning of the 1940 Act, in any
transaction involving "redemption procedures". The amount received by the
payee will depend-upon the particular benefit for which the Contract is
presented, including, for example, the cash surrender value or death
benefit. There are also certain Contract provisions (e.g., partial
withdrawals or the loan privilege) under which the Contract will not be
presented to the Company but which will affect the Contract Owner's
benefits and may involve a transfer of the assets supporting the Contract
reserve out of the Separate Account. Any combined transactions on the
same day which counteract the effect of each other will be allowed. The
Company will assume the Contract Owner is aware of the possible conflicting
nature of the transactions and desires their combined result. If a
transaction is requested which the Company will not allow (e.g., a request
for a decrease in face amount) the Company will

<PAGE>

reject the whole transaction and not just the portion which causes the
disallowance. The Contract Owner will be informed of the rejection and
will have an opportunity to give new instructions.

a. FREE LOOK PRIVILEGE - The Contract provides for a free look period
under the Right to Cancel provision. The Contract Owner has the right
to examine and cancel the Contract by returning it to the Company or
one of its representatives on or before the tenth day (or such later
date as may be required by state law) after the Contract owner
receives the Contract.

If the Contract provides for a full refund under its "Right to Cancel"
provision (as may be required by state law), the refund will be the
entire Payment. If the Contract does not provide for a full refund
(as provided by state law), the Contract Owner 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.

b. CONVERSION PRIVILEGE - During the first 24 Contract months after the
date of issue, subject to certain restrictions, the Contract Owner may
convert the Contract to a flexible payment fixed Contract by
transferring all Contract value in the Sub-Accounts to the General
Account and by simultaneously changing the allocation of future
payments to the General Account.

c. CHARGES AND DEDUCTIONS -- The following charges will apply to the
Contract under the circumstances described. Some of these charges
apply throughout the Contract's duration.

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. 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 the Company 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

<PAGE>

and non-tobacco user. Any change in the insurance protection
rates will apply to all Insured 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. The Company 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. The Company will
place Insureds under the age of 18 at the Date of Issue in a
standard or non-standard Underwriting Class. The Company will
then classify the Insured as a non-tobacco user.

- Distribution Expense: During the first ten Contract years, the
Company makes a monthly deduction to compensate for a portion of
the sales expense which are incurred by us with respect to the
Contracts. This charge is equal to 0.90% of the Contract Value.

- Federal & State Payment Tax Charge: During the first Contract
year, the Company makes a monthly deduction equal to 1.50% on an
annual basis 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 payment tax the Company is expected to
pay to various state and local jurisdictions but will not
necessarily equal the payment tax paid by us for a particular
Contract. The Company expects to pay an average payment tax
of approximately 2.5% of payments in all states, although such
rates can generally range from 0% to 4%. The Company does not
intend to profit from the payment tax portion of this charge.

- DAILY DEDUCTIONS - The Company assesses each Sub-Account with a
charge for mortality and expense risks. Fund expenses are also
reflected in the Variable Account.

- Mortality and Expense Risk Charge: The Company imposes a daily
charge at a current annual rate of 0.90% of the average daily net
asset value of each Sub-Account.

- 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.

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

SURRENDER CHARGE - The Contract's contingent surrender charge is a
deferred sales charge and an unrecovered payment tax charge. The
deferred sales charge compensates us for distribution expenses,
including commissions to our representatives, advertising and the
printing of prospectuses and sales literature. The unrecovered payment
tax charge is designed to reimburse us for the unrecovered federal and
state taxes the Company has paid.

Contract 1 2 3 4 5 6 7 8 9 10+
Year*

Surrender 10.00% 9.25% 8.50% 7.75% 7.00% 6.25% 4.75% 3.25% 1.50% 0%
Charge
- --------------------------------------------------------------------------------

PARTIAL WITHDRAWAL COSTS - For each partial withdrawal, the Company deducts a

<PAGE>

transaction fee of 2.0% of the amount withdrawn, not to exceed $25.
This fee reimburses the Company for the cost of processing the
withdrawal. A partial withdrawal charge may also be deducted from
Contract Value. However, in any Contract year, you may withdraw,
without a partial withdrawal charge, up to 10% of the Contract Value
minus the total of any prior free withdrawals in the same Contract
year ("Free 10% Withdrawal").

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

TRANSFER CHARGES - The first 12 transfers in a Contract year are free.
After that, the Company may deduct a transfer charge not to exceed
$25 from amounts transferred in that Contract year. If the Contract
Owner applies 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. 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.

d. DEATH BENEFIT
The death benefit is the greater of the face amount or Guideline
Minimum Sum Insured. The Company will pay a net death benefit to the
beneficiary within seven days after receipt at its Principal Office of
the Contract, due proof of death of the Insured, and all other
requirements necessary to make payment. For second-to-die Contracts,
the net death benefit is payable on the death of the last surviving
Insured; there is no net death benefit payable on the death of the
first Insured to die. The Company will normally pay the net death
benefit within seven days of receiving due proof of the Insured's
death, but the Company may delay payment of net death benefits. 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.

Before the final payment date, the net death benefit is the death
benefit minus 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. In most states, the
Company will compute the net death benefit on the date it receives due
proof of the Insured's death.

Guaranteed Death Benefit Rider - If at the time of issue the Contract
Owner has made purchase payments equal to 100% of the Guideline Single
Premium, a Guaranteed Death Benefit Rider will be added to the
Contract at no additional charge. 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

<PAGE>

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
- 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. 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.

GUIDELINE MINIMUM SUM INSURED
<TABLE>
<CAPTION>

Age of Insured Percentage of
on Date of Death Contract Value
---------------- --------------
<S> <C>
40 and under. . . . . . . . . . . . . . . . . 265%
45. . . . . . . . . . . . . . . . . . . . . . 230%
50. . . . . . . . . . . . . . . . . . . . . . 200%
55. . . . . . . . . . . . . . . . . . . . . . 165%
60. . . . . . . . . . . . . . . . . . . . . . 145%
65. . . . . . . . . . . . . . . . . . . . . . 135%
70. . . . . . . . . . . . . . . . . . . . . . 130%
75. . . . . . . . . . . . . . . . . . . . . . 120%
80. . . . . . . . . . . . . . . . . . . . . . 120%
85. . . . . . . . . . . . . . . . . . . . . . 120%
90. . . . . . . . . . . . . . . . . . . . . . 110%
91. . . . . . . . . . . . . . . . . . . . . . 108%
92. . . . . . . . . . . . . . . . . . . . . . 106%
93. . . . . . . . . . . . . . . . . . . . . . 105%
94. . . . . . . . . . . . . . . . . . . . . . 105%
95. . . . . . . . . . . . . . . . . . . . . . 105%
96. . . . . . . . . . . . . . . . . . . . . . 104%
97. . . . . . . . . . . . . . . . . . . . . . 103%
98. . . . . . . . . . . . . . . . . . . . . . 102%
99 and above. . . . . . . . . . . . . . . . . 100%

</TABLE>

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

The Company will make payment of the death proceeds out of its general
account, and will transfer assets from the Separate Account to the
general account in an amount equal to the reserve in the Separate
Account attributable to the Contract. The excess, if any, of the
death proceeds over the amount transferred will be paid out of the
general account reserve maintained for that purpose.

e. TRANSFERS AMONG SUBACCOUNTS

The Contracts permit net payments to be allocated either to the
Company's General Account or to

<PAGE>

the Sub-Accounts of the Separate Account. Each Sub-Account invests
exclusively in a corresponding investment portfolio ("Underlying
Fund") of AIT, Fidelity VIP or T. Rowe. Subject to the consent of
the Company, the Contract Owner may transfer amounts among all of the
Sub-Accounts and between the Sub-Accounts and the General Account,
subject to certain restrictions.

The Contract Owner may apply for automatic transfers from the
Sub-Accounts which invest in the Government Bond Fund or the Money
Market Fund to one or more of the other Sub-Accounts. Automatic
transfers may be made at intervals of one, three, six or twelve
months. Each automatic transfer must be at least $100. If the
Sub-Account from which the automatic transfer is to be made is reduced
to $0 (zero), the automatic transfer will cease. The Contract Owner
must then reapply for any future automatic transfers. The Contract
Owner may also apply for automatic account rebalancing, in order to
reallocate Contract Value among the Sub-Accounts at intervals of one,
two, three, six or twelve months. The Fixed Account is not included
in the automatic account rebalancing.

The first 12 transfers in a Contract year are free. Thereafter, the
Company will deduct a transfer charge not to exceed $25 from amounts
transferred in that Contract year. 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 Contract will not
count toward the 12 free transfers.

The transfer privilege is subject to the Company's consent. The
Company reserves 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.

f. SURRENDER FOR CASH VALUES

The Company will generally pay the net cash surrender value from the
Sub-Accounts within seven days after receipt, at its Principal Office,
of the Contract and a signed request for surrender (amounts payable
form Fixed Account allocations may be postponed for no more than 6
months). Computations with respect to the investment experience of
each Sub-Account will be made at the close of trading of the New York
Stock Exchange on each day in which the degree of trading in the
corresponding portfolio might materially affect the net return of the
Sub-Account and on which the Company is open. This will enable the
Company to pay a net cash value on surrender based on the next
computed value after the surrender request is received. For valuation
purposes, the surrender is effective on the date the Company receives
the request at its Principal Office (although insurance coverage ends
the day the request is mailed).

The Contract value (equal to the value of all accumulations in the
Separate Account) may increase or decrease from day to day depending
on the investment experience of the Separate Account. Calculation
of the Contract value for any given day will reflect the actual
payments, expenses charged and deductions taken.

g. DEFAULT AND OPTIONS ON LAPSE

<PAGE>

The duration of insurance coverage depends upon the Contract value
being sufficient to cover the monthly deductions plus loan interest
accrued. If the surrender value at the beginning of a month is less
than the deductions for that month plus loan interest accrued, a grace
period of 62 days will begin. Written notice will be sent to the
Contract Owner and any assignee on the Company's records stating that
such a grace period has begun and giving the amount of payment
necessary to prevent termination.

If sufficient payment is not received during the grace period, the
Contract will terminate without value. Notice of such termination
will be sent to the owner and any assignee. If the Insured should die
during the grace period, an amount sufficient to cover the overdue
monthly deductions and other charges will be deducted from the death
proceeds.

<PAGE>

EXHIBIT 8

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Initial Registration Statement of the VEL Account III of Allmerica Financial
Life Insurance and Annuity Company on Form S-6 of our report dated
February 3, 1998, relating to the financial statements of Allmerica Financial
Life Insurance and Annuity Company, which appears 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
July 2, 1998