SEPARATE ACCOUNT SPL-D OF ALLMERICA FIN LIFE INS & ANN CO
497, 1999-12-30
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<PAGE>
                      ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                                     Worcester, Massachusetts
                     Modified Single Payment Variable Life Insurance Contracts

<TABLE>
<C>                       <S>
    Please read this      This Prospectus provides important information about a
  Prospectus carefully    modified single payment variable life insurance contract
  before investing and    issued by Allmerica Financial Life Insurance and Annuity
   keep it for future     Company. The Contracts are funded through the Separate
       reference.         Account SPL-D, a separate investment account of the Company
                          that is referred to as the Variable Account.

     Variable Life        The Variable Account is subdivided into Sub-Accounts. Each
 Policies involve risks   Sub-Account invests its assets in the following investment
   including possible     portfolios of the Delaware Group Premium Fund, Inc. (certain
   loss of principal.     Underlying Funds may not be available in all states).
</TABLE>

<TABLE>
<C>                       <S>                                   <C>
    This Prospectus       Growth & Income Series                Emerging Markets Series
        must be           Devon Series                          Delaware Balanced Series
     accompanied by       DelCap Series                         Convertible Securities Series
    Prospectuses of       U.S. Growth Series                    Delchester Series
       the Funds.         Aggressive Growth Series              Capital Reserves Series
                          Social Awareness Series               Strategic Income Series
                          REIT Series                           Cash Reserve Series
                          Small Cap Value Series                Global Bond Series
                          Trend Series
                          International Equity Series
</TABLE>

<TABLE>
<C>                       <S>
                          Contract values may also be allocated to the Fixed Account,
                          which is part of the Company's General Account.
                          The Contract provides for life insurance coverage and for
  This Life Policy is     the accumulation of a Contract Value, which will accumulate
        NOT:              on a variable basis. The Contract requires the Contract
- - a bank deposit or       Owner to make an initial payment of at least $25,000.
  obligation;             Each Contract is a modified endowment contract for federal
- - federally insured;      income tax purposes, except in certain circumstances
- - endorsed by any         described in FEDERAL TAX CONSIDERATIONS. A loan,
  bank or                 distribution or other amounts received from a modified
  governmental            endowment contract during the life of the Insured will be
  agency.                 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.

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

                          It may not be advantageous to replace existing insurance
                          with the contract.

                          The Securities and Exchange Commission has not approved or
                          disapproved these securities or determined that the
                          information is truthful or complete. Any representation to
                          the contrary is a criminal offense.
</TABLE>

<TABLE>
<C>                       <S>                                   <C>
                          Correspondence may be mailed to       Dated            , 1999
                          Allmerica Life                        440 Lincoln Street
                          P.O. Box 8179                         Worcester, Massachusetts 01653
                          Boston, MA 02266-8179                 (508) 855-1000
</TABLE>
<PAGE>
                               Table of Contents

<TABLE>
<S>                                                           <C>
SPECIAL TERMS...............................................     3
SUMMARY OF FEES AND EXPENSES................................     6
SUMMARY OF CONTRACT FEATURES................................     8
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND
  DELAWARE GROUP PREMIUM FUND, INC..........................    12
INVESTMENT OBJECTIVES AND POLICIES..........................    13
INVESTMENT ADVISORY SERVICES................................    15
THE CONTRACT................................................    17
      Applying for a Contract...............................    17
      Free Look Period......................................    17
      Conversion Privilege..................................    18
      Payments..............................................    18
      Allocation of Payments................................    18
      Transfer Privilege....................................    19
      Death Benefit.........................................    20
      Guaranteed Death Benefit Rider........................    20
      Contract Value........................................    22
      Payment Options.......................................    23
      Optional Insurance Benefits...........................    24
      Surrender.............................................    24
      Partial Withdrawal....................................    24
CHARGES AND DEDUCTIONS......................................    24
      Monthly Deductions....................................    25
      Surrender Charge......................................    26
      Transfer Charges......................................    28
CONTRACT LOANS..............................................    28
CONTRACT TERMINATION AND REINSTATEMENT......................    29
OTHER CONTRACT PROVISIONS...................................    30
FEDERAL TAX CONSIDERATIONS..................................    31
      The Company and the Variable Account..................    32
      Taxation of the Contracts.............................    32
      Modified Endowment Contracts..........................    32
      Contract Loans........................................    33
VOTING RIGHTS...............................................    34
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY.............    35
DISTRIBUTION................................................    36
REPORTS.....................................................    36
LEGAL PROCEEDINGS...........................................    37
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS...........    37
FURTHER INFORMATION.........................................    37
MORE INFORMATION ABOUT THE FIXED ACCOUNT....................    38
INDEPENDENT ACCOUNTANTS.....................................    38
YEAR 2000 DISCLOSURE........................................    39
FINANCIAL STATEMENTS........................................    39
APPENDIX A -- MINIMUM SUM INSURED TABLE.....................   A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS...................   B-1
APPENDIX C -- PAYMENT OPTIONS...............................   C-1
APPENDIX D -- ILLUSTRATIONS.................................   D-1
APPENDIX E -- PERFORMANCE INFORMATION.......................   E-1
FINANCIAL STATEMENTS........................................   F-1
</TABLE>

                                       2
<PAGE>
                                 SPECIAL TERMS

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

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

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

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

Contract Value: the total value of your Contract. It is the sum of the:

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

    - Accumulation in the Fixed Account credited to the Contract.

Date of Issue: the date the Contract was issued, used to measure the Monthly
Processing Date, Contract months, Contract years and Contract anniversaries.

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

Evidence of Insurability: information, including medical information, used to
decide the Insured's Underwriting Class.

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

Final Payment Date: the Contract anniversary before the Insured's 100th
birthday. After this date, no payments may be made and the Net Death Benefit is
the Contract Value less any Outstanding Loan.

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

General Account: all our assets other than those held in separate investment
accounts.

Guideline Minimum Sum Insured: the minimum death benefit required to qualify the
Contract as "life insurance" under federal tax laws. The guideline minimum sum
insured is the product of

    - The Contract Value times

    - A percentage based on the Insured's age

Guideline Single Premium: the "Guideline Single Premium" is the maximum premium
that can be paid into the Contract and still allow the Contract to qualify as
life insurance for tax purposes under Section 7702 of Code. The Guideline Single
Premium is used to determine the Face Amount of the Contract.

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

Loan Value: the maximum amount you may borrow under the Contract.

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

Monthly Insurance Protection Charge: the amount of money that we deduct from the
Contract Value each month to pay for the insurance.

Monthly Processing Date: the date, shown in your Contract, when Monthly
Deductions are deducted.

Net Death Benefit: Before the Final Payment Date the Net Death Benefit is:

    - The Death Benefit; minus

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

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

    - The Contract Value; minus

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

Outstanding Loan: all unpaid Contract loans plus loan interest due or accrued.

Principal Office: our office at 440 Lincoln Street, Worcester, Massachusetts
01653.

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

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

Sub-Account: a subdivision of the Separate Account. Each Sub-Account invests
exclusively in the shares of a corresponding Series of Delaware Group Premium
Fund, Inc. ("DGPF").

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

                                       4
<PAGE>
Underlying Funds ("Funds"): the Growth & Income Series, Devon Series, DelCap
Series, U.S. Growth Series, Aggressive Growth Series, Social Awareness Series,
REIT Series, Small Cap Value Series, Trend Series, International Equity Series,
Emerging Markets Series, Delaware Balanced Series, Convertible Securities
Series, Delchester Series, Capital Reserves Series, Strategic Income Series,
Cash Reserve Series, and Global Bond Series of Delaware Group Premium
Fund, Inc.

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
Underlying 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: Separate Account SPL-D, one of the Company's separate
investment accounts.

Written Request: your request in writing, satisfactory to us, received at our
Principal Office.

                                       5
<PAGE>
                          SUMMARY OF FEES AND EXPENSES

WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?

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

We deduct the following monthly charges from the Contract Value:

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

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

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

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

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

The following daily charge is deducted from the Variable Account:

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

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

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

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

    - Surrender Charge -- A surrender charge on a withdrawal exceeding the "Free
      10% Withdrawal," described below. This Charge applies on surrenders or
      partial withdrawals within ten Contract years from Date of Issue. The
      surrender charge begins at 10.00% of the amount that exceeds the Free 10%
      Withdrawal amount and decreases to 0% by the tenth Contract year. The
      payments you make for the Contract are the maximum amount subject to a
      surrender charge. During the first Contract year, the surrender charge
      could be as much as 10% of your purchase payments.

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

    - Transfer Charge -- 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.

For more information, see CHARGES AND DEDUCTIONS.

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

In addition to the charges described above, certain fees and expenses are
deducted from the assets of the Underlying Funds. The levels of fees and
expenses vary among the Underlying Funds. The following table shows the expenses
of the Underlying Funds for 1998.

<TABLE>
<CAPTION>
                                     Management Fee      Other Expenses    Total Fund Expenses
                                  (after any voluntary     (after any      (after any waivers/
              Fund                      waivers)         reimbursements)     reimbursements)
              ----                --------------------   ---------------   -------------------
<S>                               <C>                    <C>               <C>
Growth & Income Series                  0.60%                 0.11%           0.71%(2)
Devon Series                            0.65%                 0.06%           0.71%(2)
DelCap Series                           0.74%                 0.11%           0.85%(1)(2)
U.S. Growth Series@                     0.58%                 0.17%           0.75%(1)(2)
Aggressive Growth Series@               0.68%                 0.17%           0.85%(1)(2)
Social Awareness Series                 0.71%                 0.14%           0.85%(1)(2)
REIT Series@                            0.58%                 0.27%           0.85%(1)(2)
Small Cap Value Series                  0.75%                 0.10%           0.85%(2)
Trend Series                            0.75%                 0.10%           0.85%(2)
International Equity Series             0.82%                 0.13%           0.95%(1)(2)
Emerging Markets Series                 1.08%                 0.42%           1.50%(1)(2)
Delaware Balanced Series                0.65%                 0.10%           0.75%(2)
Convertible Securities Series           0.75%                 0.07%           0.82%(2)
Delchester Series                       0.65%                 0.10%           0.75%(2)
Capital Reserves Series                 0.50%                 0.19%           0.69%(2)
Strategic Income Series                 0.64%                 0.16%           0.80%(1)(2)
Cash Reserve Series                     0.45%                 0.09%           0.54%(2)
Global Bond Series                      0.68%                 0.17%           0.85%(1)(2)
</TABLE>

@ The Aggressive Growth Series and U.S. Growth Series had not commenced
operations as of December 31, 1998. Expenses shown are based on estimated and
annualized amounts. Actual expenses may be greater or less than shown. The REIT
Series commenced operations on May 1, 1998. Expenses shown are based on
annualized amounts.

(1) For the fiscal year ended December 31, 1998, before waiver and/or
reimbursement by the investment adviser, total Series expenses as a percentage
of average daily net assets were 0.86% for DelCap Series, 0.89% for Social
Awareness Series, 1.02% for REIT Series, 1.67% for Emerging Markets Series,
0.81% for Strategic Income Series and 0.92% for Global Bond Series. Total
expenses are anticipated to be 0.92% for Aggressive Growth Series and 0.82% for
U.S. Growth Series.

For the fiscal year ended December 31, 1998, before waiver and/or reimbursement
by the investment adviser, total Series expenses as a percentage of average
daily net assets were 0.88% for International Equity Series. Effective
March 17, 1999, the management fee for the International Equity Series increased
from 0.75% to 0.85%. The fee ratios in the table have been restated to reflect
the new management fee, as if it had been in effect throughout 1998.

(2) The investment adviser for the Growth & Income Series (formerly known as
"Decatur Total Return Series"), Devon Series, DelCap Series, U.S. Growth Series,
Aggressive Growth Series, Social Awareness Series, REIT Series, Small Cap Value
Series, Trend Series, Delaware Balanced Series (formerly known as "Delaware
Series"), Convertible Securities Series, Delchester Series, Capital Reserves
Series, Strategic Income Series, and Cash Reserve Series is Delaware Management
Company, a series of Delaware Management Business Trust ("Delaware Management").
The investment adviser for the International Equity Series, Emerging Markets
Series and the Global Bond Series is Delaware International Advisers Ltd.
("Delaware International"). The investment advisers for the Series of DGPF have
agreed from November 1, 1999 through April 30, 2000 to maintain the voluntary
management fee waivers and expense reimbursements that expired

                                       7
<PAGE>
on October 31, 1999. As a result, expenses will not exceed 1.50% for the
Emerging Markets Series; 0.95% for the International Equity Series; 0.85% for
DelCap Series, Aggressive Growth Series, Social Awareness Series, REIT Series,
Small Cap Value Series, Trend Series, Convertible Securities Series and Global
Bond Series, 0.75% for U.S. Growth Series, and 0.80% for all other Series. In
addition, effective May 1, 1999, Delaware Management voluntarily elected to cap
its management fee for the Growth and Income Series at 0.60% indefinitely. The
fee ratios shown above have been restated, if necessary, to reflect the new
voluntary limitations which took effect on November 1, 1999. The declaration of
a voluntary expense limitation does not bind the investment advisers to declare
future expense limitations with respect to these Funds. Pursuant to a vote of
the Fund's shareholders on March 17, 1999, a new management fee structure based
on average daily net assets was approved. The above ratios have been restated to
reflect the new management fee structure which took effect on May 1, 1999.

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

                          SUMMARY OF CONTRACT FEATURES

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

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

WHAT IS THE CONTRACT'S OBJECTIVE?

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

    - A life insurance benefit that can protect your family;

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

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

    - Experienced professional investment advisers; and

    - Tax deferral on earnings while your money is accumulating.

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

                                       8
<PAGE>
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 is NOT in effect,
the Net Death Benefit is the Contract Value less any Outstanding Loan. The
Beneficiary may receive the Net Death Benefit in a lump sum or under one of the
Company's payment options. If the Guaranteed Death Benefit Rider is in effect on
the Final Payment Date, a Guaranteed Death Benefit will be provided unless the
Rider is subsequently terminated. The Guaranteed Death Benefit will be either
the Face Amount as of the Final Payment Date or the Contract Value as of the
date due proof of death is received by the Company, whichever is greater,
reduced by any Outstanding Loan through the Contract month in which the insured
dies. For more information, see "Guaranteed Death Benefit Rider."

CAN I EXAMINE THE CONTRACT?

Yes. You have the right to examine and cancel your Contract by returning it to
us or to one of our representatives within 10 days (or such later date as
required in your state) after you receive the Contract. If your Contract
provides for a full refund under its "Right to Cancel" provision as required in
your state, your refund will be your entire payment. If your Contract does not
provide for a full refund, you will receive:

    - Amounts allocated to the Fixed Account; plus

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

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

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

WHAT ARE MY INVESTMENT CHOICES?

Each Sub-Account invests exclusively in a corresponding Underlying Fund of the
Delaware Group Premium Fund, Inc. ("DGPF") managed by Delaware International
Advisers Ltd. ("Delaware International"); and Delaware Management Company, Inc.
("Delaware Management"). The Contract also offers a Fixed Account.

This range of investment choices allows you to allocate your money among the
various Underlying 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 Cash Reserve
Series 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.

                                       9
<PAGE>
You may allocate and transfer money among the following investment options:

<TABLE>
<S>                       <C>
Growth & Income Series    International Equity Series
Devon Series              Emerging Markets Series
DelCap Series             Delaware Balanced Series
U.S. Growth Series        Convertible Securities Series
Aggressive Growth Series  Delchester Series
Social Awareness Series   Capital Reserves Series
REIT Series               Strategic Income Series
Small Cap Value Series    Cash Reserve Series
Trend Series              Global Bond Series
</TABLE>

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

Yes. You may transfer among the Underlying 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."

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 necessary in order to qualify
the Contract as "life insurance" for tax purposes. The maximum payment amount is
specified in the Contract. For more information, see THE CONTRACT -- "Payments."

WHAT IF I NEED MY MONEY?

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

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

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

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

                                       10
<PAGE>
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 Underlying 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 FIXED CONTRACT?

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

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY CONTRACT?

The Contract will not lapse unless the Surrender Value on a Monthly Processing
Date is less than zero. There is a 62-day grace period in this situation. 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 THE CONTRACT -- "Guaranteed Death Benefit Rider."

HOW IS MY CONTRACT TAXED?

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

If the Contract is considered a modified endowment contract, all distributions
(including Contract loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-first" basis. Also, a 10% penalty tax may be imposed on
that part of a distribution that is includable 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 FEDERAL TAX CONSIDERATIONS -- "Taxation
of the Contracts."

* * *

It may not be advantageous to purchase single premium variable life insurance as
a replacement for your current life insurance, or if you already own a variable
life insurance policy.

The purpose of the Policy is to provide insurance protection for the
beneficiary. No claim is made that the Policy is in any way similar or
comparable to a systematic investment plan of a mutual fund. The Policy,
together with its attached application, constitutes the entire agreement between
you and the Company.

                                       11
<PAGE>
               DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
                   AND THE DELAWARE GROUP PREMIUM FUND, INC.

The Company

Allmerica Financial Life Insurance and Annuity Company ("Company" or "Allmerica
Financial") is a life insurance company organized under the laws of Delaware in
1974. As of December 31, 1998, the Company had over $14 billion in assets and
over $26 billion of life insurance in force. The Company is a wholly-owned
subsidiary of First Allmerica Financial Life Insurance Company ("First
Allmerica"), which in turn is a wholly-owned subsidiary of Allmerica Financial
Corporation. First Allmerica was formerly named State Mutual Life Assurance
Company of America. First Allmerica was organized under the laws of
Massachusetts in 1844 and is the fifth oldest life insurance company in America.
Our principal office is 440 Lincoln Street, Worcester, Massachusetts 01653,
telephone 1-508-855-1000. We are subject to the laws of the state of Delaware,
to regulation by the Commissioner of Insurance of Delaware, and to other laws
and regulations where we are licensed to operate.

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

The Variable Account

The Variable Account is a separate investment account with eighteen (18)
Sub-Accounts. Each Sub-Account invests in a Portfolio of  Delaware Group Premium
Fund, Inc. ("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.

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 serve as an investment vehicle for various separate accounts
supporting variable insurance contracts. DGPF currently has 18 investment
portfolios, each issuing a series of shares: Growth & Income Series, Devon
Series, DelCap Series, U.S. Growth Series, Aggressive Growth Series, Social
Awareness Series, REIT Series, Small Cap Value Series, Trend Series,
International Equity Series, Emerging Markets Series, Delaware Balanced Series,
Convertible Securities Series, Delchester Series, Capital Reserves Series,
Strategic Income Series, Cash Reserve Series, and Global Bond Series
(collectively, the "Underlying Funds"). The assets of each Underlying Fund are
held separate from the assets of the other Underlying Funds. Each Underlying
Fund operates as a separate investment vehicle, and the income or losses of one
Underlying Fund have no effect on the

                                       12
<PAGE>
investment performance of another Underlying Fund. Shares of the Underlying
Funds are not offered to the general public but solely to separate accounts of
life insurance companies.

The investment adviser for the Growth & Income Series, Devon Series, DelCap
Series, U.S. Growth Series, Aggressive Growth Series, Social Awareness Series,
REIT Series, Small Cap Value Series, Trend Series, Delaware Balanced Series,
Convertible Securities Series, Delchester Series, Capital Reserves Series,
Strategic Income Series, and Cash Reserve Series is Delaware Management
Company, Inc. ("Delaware Management"). The investment adviser for the
International Equity Series, Emerging Markets Series and the Global Bond Series
is Delaware International Advisers Ltd. ("Delaware International").

                       INVESTMENT OBJECTIVES AND POLICIES

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

GROWTH & INCOME SERIES -- seeks the highest possible total rate of return by
selecting issues that exhibit the potential for capital appreciation while
providing higher than average dividend income. This Fund formerly was known as
Decatur Total Return Series.

DEVON SERIES -- seeks current income and capital appreciation. It seeks to
achieve its objective by investing primarily in income-producing common stocks,
with a focus on common stocks that the investment manager believes exhibit the
potential for above-average dividend increases over time.

DELCAP SERIES -- seeks long-term capital appreciation by investing its assets in
a diversified portfolio of securities exhibiting the potential for significant
growth. This Series formerly was known as the Growth Series.

U.S. GROWTH SERIES -- seeks to achieve maximum capital appreciation.

AGGRESSIVE GROWTH SERIES -- seeks to provide long-term capital appreciation
which the Fund attempts to achieve by investing primarily in equity securities
of companies which the investment manager believes have the potential for high
earnings growth.

SOCIAL AWARENESS SERIES -- seeks to achieve long-term capital appreciation. It
seeks to achieve its objective by investing primarily in equity securities of
medium- to large-sized companies expected to grow over time that meet the
Series' "Social Criteria" strategy.

REIT SERIES -- seeks to achieve maximum long-term total return. Capital
appreciation is a secondary objective. It seeks to achieve its objective by
investing in securities of companies primarily engaged in the real estate
industry.

SMALL CAP VALUE SERIES -- seeks capital appreciation by investing in
small-to-mid cap common stocks whose market value appears low relative to their
underlying value or future earnings and growth potential. Emphasis also will be
placed on securities of companies that temporarily may be out of favor or whose
value is not yet recognized by the market.

TREND SERIES -- seeks long-term capital appreciation by investing primarily in
small-cap common stocks and convertible securities of emerging and other
growth-oriented companies. These securities will have been

                                       13
<PAGE>
judged to be responsive to changes in the marketplace and to have fundamental
characteristics to support growth. Income is not an objective.

INTERNATIONAL EQUITY SERIES -- 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.

EMERGING MARKETS SERIES -- seeks to achieve long-term capital appreciation. It
seeks to achieve its objective by investing primarily in equity securities of
issuers located or operating in emerging countries. The Series is an
international fund. As such, under normal market conditions, at least 65% of the
Series' assets will be invested in equity securities of issuers organized or
having a majority of their assets or deriving a majority of their operating
income in at least three countries that are considered to be emerging or
developing.

DELAWARE BALANCED SERIES -- seeks a balance of capital appreciation, income and
preservation of capital. It uses a dividend-oriented valuation strategy to
select securities issued by established companies that are believed to
demonstrate potential for income and capital growth. This Series formerly was
known as Delaware Series.

CONVERTIBLE SECURITIES SERIES -- seeks a high level of total return on its
assets through a combination of capital appreciation and current income by
investing primarily in convertible securities, which may include privately
placed convertible securities.

DELCHESTER SERIES -- seeks as high a current income as possible by investing in
rated and unrated corporate bonds (including high-yield bonds commonly known as
"junk bonds"), U.S. government securities and commercial paper. Please read the
Fund's prospectus disclosure regarding the risk factors before investing in this
Series.

CAPITAL RESERVES SERIES -- seeks a high, stable level of current income while
minimizing fluctuations in principal by investing in a diversified portfolio of
short- and intermediate-term securities.

STRATEGIC INCOME SERIES -- seeks high current income and total return. It seeks
to achieve its objective by using a multi-sector investment approach, investing
primarily in three sectors of the fixed-income securities market: high yield,
higher-risk securities; investment grade fixed-income securities; and foreign
government and other foreign fixed-income securities. The Series also may invest
in U.S. equity securities.

CASH RESERVE SERIES -- a money market fund which seeks the highest level of
income consistent with the preservation of capital and liquidity through
investments in short-term money market instruments.

GLOBAL BOND SERIES -- seeks current income consistent with preservation of
principal by investing primarily in fixed-income securities that also may
provide the potential for capital appreciation. At least 65% of the Series'
assets will be invested in fixed-income securities of issuers organized or
having a majority of their assets in or deriving a majority of the operating
income in at least three different countries, one of which may be the United
States.

Certain Underlying Funds have investment objectives and/or policies similar to
those of certain other Underlying Funds. Therefore, to choose the Sub-Accounts
which will best meet your needs and objectives, carefully read the prospectus of
the Underlying Funds 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 by you to another
Sub-Account or to the General Account. The Company must receive your Written
Request within sixty (60) days of the later

                                       14
<PAGE>
of (1) the effective date of such change in the investment policy, or (2) the
receipt of the notice of your right to transfer. You may then change your
premium and deduction allocation percentages.

                          INVESTMENT ADVISORY SERVICES

Investment advisers are paid an annual fee based on the average daily net assets
of their respective Underlying Funds for management services. However,
management fee waivers and/or reimbursements may be in effect for certain or all
of the Underlying Funds. For specific information regarding the existence and
effect of any waivers/reimbursements see "Annual Underlying Fund Expenses" under
the SUMMARY OF FEES AND EXPENSES section. The prospectuses of the Underlying
Funds also contain information regarding fees for advisory services and should
be read in conjunction with this Prospectus. Investment advisers are paid an
annual fee based on the average daily net assets of their respective Underlying
Series for management services. The management fee rates are as follows:

<TABLE>
<S>                               <C>                  <C>
Cash Reserve Series               First $500 Million    0.45%
                                  Next $500 Million     0.40%
                                  Next $1,500 Million   0.35%
                                  Over $2,500 Million   0.30%

Capital Reserves Series           First $500 Million    0.50%
                                  Next $500 Million    0.475%
                                  Next $1,500 Million   0.45%
                                  Over $2,500 Million  0.425%

Growth & Income Series            First $500 Million    0.65%
                                  Next $500 Million     0.60%
                                  Next $1,500 Million   0.55%
                                  Over $2,500 Million   0.50%

Delchester Series                 First $500 Million    0.65%
                                  Next $500 Million     0.60%
                                  Next $1,500 Million   0.55%
                                  Over $2,500 Million   0.50%

Delaware Balanced Series          First $500 Million    0.65%
                                  Next $500 Million     0.60%
                                  Next $1,500 Million   0.55%
                                  Over $2,500 Million   0.50%

Devon Series                      First $500 Million    0.65%
                                  Next $500 Million     0.60%
                                  Next $1,500 Million   0.55%
                                  Over $2,500 Million   0.50%

Strategic Income Series           First $500 Million    0.65%
                                  Next $500 Million     0.60%
                                  Next $1,500 Million   0.55%
                                  Over $2,500 Million   0.50%

Del Cap Series                    First $500 Million    0.75%
                                  Next $500 Million     0.70%
                                  Next $1,500 Million   0.65%
                                  Over $2,500 Million   0.60%
</TABLE>

                                       15
<PAGE>
<TABLE>
<S>                               <C>                  <C>
U.S. Growth Series                First $500 Million    0.65%
                                  Next $500 Million     0.60%
                                  Next $1,500 Million   0.55%
                                  Over $2,500 Million   0.50%

Aggressive Growth Series          First $500 Million    0.75%
                                  Next $500 Million     0.70%
                                  Next $1,500 Million   0.65%
                                  Over $2,500 Million   0.60%

Small Cap Value Series            First $500 Million    0.75%
                                  Next $500 Million     0.70%
                                  Next $1,500 Million   0.65%
                                  Over $2,500 Million   0.60%

Trend Series                      First $500 Million    0.75%
                                  Next $500 Million     0.70%
                                  Next $1,500 Million   0.65%
                                  Over $2,500 Million   0.60%

Social Awareness Series           First $500 Million    0.75%
                                  Next $500 Million     0.70%
                                  Next $1,500 Million   0.65%
                                  Over $2,500 Million   0.60%

REIT Series                       First $500 Million    0.75%
                                  Next $500 Million     0.70%
                                  Next $1,500 Million   0.65%
                                  Over $2,500 Million   0.60%

Convertible Securities Series     First $500 Million    0.75%
                                  Next $500 Million     0.70%
                                  Next $1,500 Million   0.65%
                                  Over $2,500 Million   0.60%

Global Bond Series                First $500 Million    0.75%
                                  Next $500 Million     0.70%
                                  Next $1,500 Million   0.65%
                                  Over $2,500 Million   0.60%

International Equity Series       First $500 Million    0.85%
                                  Next $500 Million     0.80%
                                  Next $1,500 Million   0.75%
                                  Over $2,500 Million   0.70%

Emerging Markets Series           First $500 Million    1.25%
                                  Next $500 Million     1.20%
                                  Next $1,500 Million   1.15%
                                  Over $2,500 Million   1.10%
</TABLE>

                                       16
<PAGE>
                                  THE CONTRACT

Applying for a Contract

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

If a prospective Contract Owner makes the initial payment with the application,
we will provide fixed conditional insurance during underwriting. The conditional
insurance will be based upon Death Benefit Factors shown in the Conditional
Insurance Agreement, up to a maximum of $500,000, depending on Age and
Underwriting Class. This coverage will continue for a maximum of 90 days from
the date of the application or, if required, the completed medical exam. If
death is by suicide, we will return only the payment made. If 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 Cash Reserve Series. We will reallocate all
amounts according to your investment choices no later than the expiration of the
right to cancel period.

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

Free Look Period

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

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

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

    - Amounts allocated to the Fixed Account; plus

    - The Contract Value in the Variable Account; plus

                                       17
<PAGE>
    - 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.

Conversion Privilege

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

Payments

The Contracts are designed for a large single payment to be paid by the Contract
Owner on or before the Date of Issue. The minimum initial payment is $25,000. In
order for the Contract to qualify as a "life insurance" policy, federal tax law
limits the amount of premium payments you may make in relation to the amount of
life insurance provided under the Contract. Additional payments are allowed if
they do not cause the Contract to fail to meet the definition of a life
insurance policy under the Code. The maximum payments you may make are set forth
on the specification page of your Contract. No additional payment may be less
than $10,000 without our consent

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.

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 request a desired Face Amount on the application. If the Face
Amount you request is greater than the Face Amount determined by treating your
payment as a Guideline Single Premium, the application will be amended and a
Contract with the requested Face Amount will be issued, as long as it does not
result in funding the Policy at less that 80% of the Guideline Single Premium.
If the Face Amount you request is less than 80% of the Face Amount determined by
treating your payment as equal to 100% of the Guideline Single Premium, the
application will be amended and a Contract with a higher Face Amount (equal to
at least 80% of the Face Amount required if your payment is treated as a
Guideline Single Premium) will be issued. The application will be amended only
with your consent.

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.

Allocation of Payments

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

                                       18
<PAGE>
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. The Company will employ reasonable methods to confirm that instructions
communicated by telephone are genuine; otherwise, the Company may be liable for
any losses from unauthorized or fraudulent instructions. Such procedures may
include, among others, requiring some form of personal identification prior to
acting upon instructions received by telephone. All telephone requests are tape
recorded. An allocation change will take effect on the date of receipt of the
notice at the Principal Office. No charge is currently imposed for changing
payment allocation instructions. We reserve the right to impose a charge in the
future, but guarantee that the charge will not exceed $25.

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

Transfer Privilege

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

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

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

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

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

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

DOLLAR-COST AVERAGING OPTION AND AUTOMATIC REBALANCING OPTION

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

    - from the Fixed Account or the Sub-Accounts which invests in the Cash
      Reserve Series to one or more of the other Sub-Accounts ("Dollar-Cost
      Averaging Option"), or

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

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

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

                                       19
<PAGE>
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 Payments." The Beneficiary
may receive the Net Death Benefit in a lump sum or under a payment option,
unless the payment option has been restricted by the Contract Owner. See
APPENDIX C -- PAYMENT OPTIONS.

The Death Benefit is the greater of the:

    - Face Amount or

    - Minimum Sum Insured.

Before the Final Payment Date the Net Death Benefit is:

    - The Death Benefit; minus

    - 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.

                                       20
<PAGE>
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

    - 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.

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

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

A Contract with a $100,000 Face Amount will have a Death Benefit of $100,000.
However, because the Death Benefit must be equal to or greater than 265% of
Contract Value, if the Contract Value exceeds $37,740 the Death Benefit will
exceed the $100,000 Face Amount. In this example, each dollar of Contract Value
above $37,740 will increase the Death Benefit by $2.65. For example, a Contract
with a Contract Value of $50,000 will have a guideline minimum sum insured of
$132,500 ($50,000 X 2.65); Contract Value of $60,000 will

                                       21
<PAGE>
produce a guideline minimum sum insured of $159,000 ($60,000 X 2.65); and
Contract Value of $75,000 will produce a guideline minimum sum insured of
$198,750 ($75,000 X 2.65).

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

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

Contract Value

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

    - Your accumulation in the Fixed Account; plus

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

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

Your Contract Value is affected by the:

    - Amount of your payment(s);

    - Interest credited in the Fixed Account;

    - Investment performance of the Underlying Funds you select;

    - Partial withdrawals;

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

    - Charges and deductions under the Contract.

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

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

    - The Monthly Deductions due.

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

    - Accumulations in the Fixed Account; plus

    - The sum of the products of:

                                       22
<PAGE>
       - The number of Units in each Sub-Account times

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

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

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

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

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

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

The dollar value of a Unit of a Sub-Account varies from Valuation Date to
Valuation Date based on the investment experience of that Sub-Account. This
investment experience reflects the investment performance, expenses and charges
of the Underlying 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 Underlying 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 Underlying Fund 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.

                                       23
<PAGE>
Optional Insurance Benefits

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

Surrender

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

    - The Contract Value, minus

    - Any Outstanding Loan and surrender charges.

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

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

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

Partial Withdrawal

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

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

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

                             CHARGES AND DEDUCTIONS

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

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

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

                                       24
<PAGE>
  and any spouses or children of the above persons. However, such Insured will
  be subject to the Distribution Expense Charge.

Monthly Deductions

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

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

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

- - Monthly Insurance Protection Charge: Immediately after the Contract is issued,
  the Death Benefit will be greater than the payment. While the Contract is in
  force, prior to the Final Payment Date, the Death Benefit will generally be
  greater than the Contract Value. To enable us to pay this excess of the Death
  Benefit over the Contract Value, a monthly cost of insurance charge is
  deducted. This charge varies depending on the type of Contract and the
  Underwriting Class. In no event will the current deduction for the cost of
  insurance exceed the guaranteed maximum insurance protection rates set forth
  in the Contract. These guaranteed rates are based on the Commissioners 1980
  Standard Ordinary Mortality Tables, Tobacco User or Non-Tobacco User
  (Mortality Table B for unisex Contracts and Mortality Table D for Second-to-
  Die Contracts) and the Insured's sex and Age. The Tables used for this purpose
  set forth different mortality estimates for males and females and for tobacco
  user and non-tobacco user. Any change in the insurance protection rates will
  apply to all Insureds of the same Age, sex and Underwriting Class whose
  Contracts have been in force for the same period.
  The Underwriting Class of an Insured will affect the insurance protection
  rate. We currently place Insureds into standard Underwriting Classes and
  non-standard Underwriting Classes. The Underwriting Classes are also divided
  into two categories: tobacco user and non-tobacco user. We will place Insureds
  under the age of 18 at the Date of Issue in a standard or non-standard
  Underwriting Class. We will then classify the Insured as a non-tobacco user.

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

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

                                       25
<PAGE>
- - 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.

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

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

Surrender Charge

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

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

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

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

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

We will apply a surrender charge only to the amount by which your requested
withdrawal exceeds the remaining 10% Free Withdrawal amount for that Contract
year. This excess withdrawal amount, which is subject to a surrender charge
based on the table below, reduces the remaining amount of your payments that
will be subject to a surrender charge in the future. If the amount of the
remaining payments that are subject to a surrender charge is reduced to zero, we
will no longer assess a surrender charge, even if the surrender or

                                       26
<PAGE>
partial withdrawal is within 10 years of the Contract's Date of Issue. During
the first Contract year, the surrender charge could be as much as 10% of your
purchase payments. See the EXAMPLES, below.

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

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

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

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

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

PARTIAL WITHDRAWAL TRANSACTION FEE

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

EXAMPLES

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

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

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

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

                                       27
<PAGE>
$150,000 Contract Value at the time of the withdrawal minus the $10,000 you
requested, the $560 surrender charge, and the $25 partial withdrawal transaction
fee). The amount of the Contract Value that is subject to a surrender charge is
now $90,000 (the $98,000 of the initial payment that was still subject to a
surrender charge after the first withdrawal minus the $8,000 that is subject to
the surrender charge at the second withdrawal).

Transfer Charges

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

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

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

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

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

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

                                 CONTRACT LOANS

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

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

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

Because each Contract is a modified endowment contract for federal income tax
purposes (except in certain circumstances), a loan from the Contract during the
life of the Insured will be taxed to the extent of accumulated income in the
Contract. For more information, see FEDERAL TAX CONSIDERATIONS.

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

                                       28
<PAGE>
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    1     2     3     4     5     6     7     8     9    10     11
Contract Year   -     -     -     -     -     -     -     -     -    --     --
<S>            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Unloaned Gain  0%    10%   20%   30%   40%   50%   60%   70%   80%   90%   100%
Available
</TABLE>

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

Loan Interest Charged

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

Repayment of Outstanding Loan

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

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

Effect of Contract Loans

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

                     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."

                                       29
<PAGE>
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.

                           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.

                                       30
<PAGE>
Assignment

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

THE FOLLOWING CONTRACT PROVISIONS MAY VARY BY STATE.

Limit on Right to Challenge the Contract

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

Suicide

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

Misstatement of Age or Sex

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

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

                                       31
<PAGE>
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 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.

Diversification Requirements. 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 Underlying Funds, we believe that the Underlying 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.

Modified Endowment Contracts

Each Contract is a "modified endowment contract" for federal income tax
purposes, except in certain circumstances described below. A life insurance
contract is treated as a "modified endowment contract" under Section 7702A of
the Code if it meets the definition of life insurance in Section 7702 but fails
the "seven-pay test" of Section 7702A. The seven-pay test provides that payments
cannot be paid at a rate more

                                       32
<PAGE>
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)
during the life of the Insured 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. An
additional 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.

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

Contract Loans

Section 264 of the Code restricts the deduction of interest on Policy loans.
Consumer interest paid on Policy loans under an individually owned Policy is not
tax deductible. Generally, no tax deduction for interest is allowed on Policy
loans, if the Insured is an officer or employee of, or is financially interested
in, any business carried on by the taxpayer. There is an exception to this rule
which permits a deduction for interest on loans up to $50,000 related to
business-owned policies covering officers or 20-percent owners, up to a maximum
equal to the greater of (1) five individuals or (2) the lesser of (a) 5% of the
total number of officers and employees of the corporation or (b) 20 individuals.

The Company has designed this Contract to meet the definition of a modified
endowment contract (described above). If the Contract is considered a modified
endowment contract, Contract loans 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. An
additional 10% tax is imposed on that part of any distribution that is
includible in income, unless certain exceptions apply, as described above under
"modified endowment contracts."

Contracts that are not Modified Endowment Contracts.

Generally, the Contracts offered under this Prospectus will be considered
modified endowment contracts for federal tax purposes. 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.

If the Contract is not a modified endowment contract, the amount of any
withdrawal from the Contract will be treated first as a non-taxable recovery of
premium payments and then as income from the Contract. Thus, a withdrawal from a
Contract that is not a modified endowment contract will not ordinarily be
includible in income, except to the extent that it exceeds the investment in the
Contract immediately before the withdrawal.

                                       33
<PAGE>
(If the premium payments were deductible for tax purposes when paid, amounts
withdrawn that are attributable to premium payments are includible in income.)

A surrender, partial withdrawal, change in Death Benefit Option, change in the
Face Amount, lapse with Policy loan outstanding, or assignment of the Policy may
have tax consequences. Within the first fifteen Policy years, a distribution of
cash required under Section 7702 of the Code because of a reduction of benefits
under the Policy will be taxed to the Policy owner as ordinary income respecting
any investment earnings. Federal, state and local income, estate, inheritance
and other tax consequences of ownership or receipt of Policy proceeds depend on
the circumstances of each Insured, policy owner or beneficiary.

If the Contract is not a modified endowment contract, we believe that
non-preferred loans received under the Contract will be treated as an
indebtedness of the Contract Owner for federal income tax purposes. Under
current law, these loans will not constitute income for the Contract Owner while
the Policy is in force. There is a risk, however, that a preferred loan may be
characterized by the Internal Revenue Service ("IRS") as a withdrawal and taxed
accordingly. At the present time, the IRS has not issued any guidance on whether
loans with the attributes of a preferred loan should be treated differently than
a non-preferred loan. This lack of specific guidance makes the tax treatment of
preferred loans uncertain. In the event IRS guidelines are issued in the future,
the owner of a Contract that is not a modified endowment contract may convert
the preferred loan to a non-preferred loan. However, it is possible that,
notwithstanding the conversion, some or all of the loan could be treated as a
taxable withdrawal from the Policy.

                                 VOTING RIGHTS

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

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

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

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

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

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

                                       34
<PAGE>
                DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

<TABLE>
<CAPTION>
Name and Position With Company                     Principal Occupation(s) During Past Five Years
- ------------------------------                   ---------------------------------------------------
<S>                                              <C>
Bruce C. Anderson                                Director (since 1996), Vice President (since 1984)
  Director                                         and Assistant Secretary (since 1992) of First
                                                   Allmerica

Mary Eldridge                                    Secretary (since 1999) of First Allmerica;
  Secretary                                        Secretary (since 1999) of Allmerica
                                                   Investments, Inc.; and Secretary (since 1999) of
                                                   Allmerica Financial Investment Management
                                                   Services, Inc., Attorney with First Allmerica
                                                   (since 1998), Employee of First Allmerica (since
                                                   1992)

Warren E. Barnes                                 Vice President (since 1996) and Corporate
  Vice President and Corporate                     Controller (since 1998) of First Allmerica
  Controller

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

John P. Kavanaugh                                Director and Chief Investment Officer (since 1996)
  Director, Vice President and Chief               and Vice President (since 1991) of First
  Investment Officer                               Allmerica; and Vice President (since 1998) of
                                                   Allmerica Financial Investment Management
                                                   Services, Inc.

John F. Kelly                                    Director (since 1996), Senior Vice President (since
  Director, Vice President and General             1986), General Counsel (since 1981) and Assistant
  Counsel                                          Secretary (since 1991) of First Allmerica;
                                                   Director (since 1985) of Allmerica
                                                   Investments, Inc.; and Director (since 1990) of
                                                   Allmerica Financial Investment Management
                                                   Services, Inc.

J. Barry May                                     Director (since 1996) of First Allmerica; Director
  Director                                         and President (since 1996) of The Hanover
                                                   Insurance Company; and Vice President (1993 to
                                                   1996) of The Hanover Insurance Company

James R. McAuliffe                               Director (since 1996) of First Allmerica; Director
  Director                                         (since 1992), President (since 1994) and Chief
                                                   Executive Officer (since 1996) of Citizens
                                                   Insurance Company of America

John F. O'Brien                                  Director, President and Chief Executive Officer
  Director and Chairman of the Board               (since 1989) of First Allmerica; Director (since
                                                   1989) of Allmerica Investments, Inc.; and
                                                   Director and Chairman of the Board (since 1990)
                                                   of Allmerica Financial Investment Management
                                                   Services, Inc.

Edward J. Parry, III                             Director and Chief Financial Officer (since 1996)
  Director, Vice President, Chief                  and Vice President and Treasurer (since 1993) of
  Financial Officer and Treasurer                  First Allmerica; Treasurer (since 1993) of
                                                   Allmerica Investments, Inc.; and Treasurer (since
                                                   1993) of Allmerica Financial Investment
                                                   Management Services, Inc.

Richard M. Reilly                                Director (since 1996) and Vice President (since
  Director, President and Chief                    1990) of First Allmerica; Director (since 1990)
  Executive Officer                                of Allmerica Investments, Inc.; and Director and
                                                   President (since 1998) of Allmerica Financial
                                                   Investment Management Services, Inc.

Robert P. Restrepo, Jr.                          Director and Vice President (since 1998) of First
  Director                                         Allmerica; Chief Executive Officer (1996 to 1998)
                                                   of Travelers Property & Casualty; Senior Vice
                                                   President (1993 to 1996) of Aetna Life & Casualty
                                                   Company
</TABLE>

                                       35
<PAGE>

<TABLE>
<CAPTION>
Name and Position With Company                     Principal Occupation(s) During Past Five Years
- ------------------------------                   ---------------------------------------------------
<S>                                              <C>
Eric A. Simonsen                                 Director (since 1996) and Vice President (since
  Director and Vice President                      1990) of First Allmerica; Director (since 1991)
                                                   of Allmerica Investment, Inc.; and Director
                                                   (since 1991) of Allmerica Financial Investment
                                                   Management Services, Inc.
</TABLE>

                                  DISTRIBUTION

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

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

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

                                    REPORTS

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

    - Payments;

    - Transfers among Sub-Accounts and the Fixed Account;

    - Partial withdrawals;

    - Increases in loan amount or loan repayments;

    - Lapse or termination for any reason; and

    - Reinstatement.

We will send an annual statement to you that will summarize all of the above
transactions and deductions of charges during the Contract year. It will also
set forth the status of the Death Benefit, Contract Value, Surrender Value,
amounts in the Sub-Accounts and Fixed Account, and any Contract loans. We will
send you reports containing financial statements and other information for the
Variable Account and the Underlying Funds as the 1940 Act requires.

                                       36
<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 and
Allmerica Investments, Inc. are not involved in any litigation that is of
material importance in relation to their total assets or that relates to the
Variable Account.

               ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

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

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

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

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

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

Shares of the Underlying Funds are issued to other separate accounts of the
Company and its affiliates that fund variable annuity contracts ("mixed
funding"). Shares of the Underlying Funds may also be issued to other
unaffiliated insurance companies ("shared funding"). It is conceivable that in
the future such mixed funding or shared funding may be disadvantageous for
variable life contract owners or variable annuity contract owners. The Company
and the Underlying 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 and shared funding. If
the Company concludes that separate Underlying 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.

                                       37
<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
General Account are not regulated under the 1933 Act or the 1940 Act because of
exemption and exclusionary provisions. 1933 Act provisions on the accuracy and
completeness of statements made in prospectuses may apply to information on the
fixed part of the Contract and the Fixed Account. The SEC has not reviewed the
disclosures in this section of the prospectus.

General Description

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

Fixed Account Interest

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 payments or
transfers, to the next Policy anniversary. At each Policy anniversary, we will
credit the then current interest rate to money remaining in the Fixed Account.
We will guarantee this rate for one year. Thus, if a payment has been allocated
to the Fixed Account for less than one Policy year, the interest rate credited
to such payment may be greater or less than the interest rate credited to
payments that have been allocated to the Policy for more than one Policy year.

Policy loans may also be made from the Policy Value in the Fixed Account. We
will credit that part of the Policy 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
Policy loans up to six months. However, if payment is delayed for 30 days or
more, we will pay interest at our then current interest rate. The rate applied
will be at least equal to the rate required by state law for deferment of
payments. Amounts from the Fixed Account used to make payments on policies that
we or our affiliates issue will not be delayed.

Surrenders, Partial Withdrawals and Transfers

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

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

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).

                            INDEPENDENT ACCOUNTANTS

The financial statements of the Company as of December 31, 1998 and 1997 and for
each of the three years in the period ended December 31, 1998, included in this
Prospectus constituting part of this Registration Statement, have

                                       38
<PAGE>
been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

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

                              YEAR 2000 DISCLOSURE

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.

Based on a third party assessment, the Company determined that significant
portions of its software required modification or replacement to enable its
computer systems to properly process dates beyond December 31, 1999. The Company
has completed the process of modifying or replacing existing software and
believes that this action will resolve the Year 2000 issue. However, should
there be serious unanticipated interruptions from unknown sources, the Year 2000
issue could have a material adverse impact on the operations of the Company.
Specifically, the Company could experience, among other things, an interruption
in its ability to collect and process premiums, process claim payments,
safeguard and manage its invested assets, accurately maintain policyholder
information, accurately maintain accounting records, and perform customer
service. Any of these specific events, depending on duration, could have a
material adverse impact on the results of operations and the financial position
of the Company.

The Company is engaged in formal communications with all of its suppliers to
determine the extent to which the Company is vulnerable to those third parties'
failure to remediate their own Year 2000 issue. The Company's total Year 2000
project cost and estimates to complete the project include the estimated costs
and time associated with the Company's involvement on a third party's Year 2000
issue, and are based on presently available information. However, there can be
no guarantee that the systems of other companies on which the Company's systems
rely will be timely converted, or that a failure to convert by another company,
or a conversion that is incompatible with the Company's systems, would not have
material adverse effect on the Company. The Company does not believe that it has
material exposure to contingencies related to the Year 2000 issue for the
products it has sold. 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.

The cost of the Year 2000 project is being expensed as incurred and is being
funded primarily through a reallocation of resources from discretionary projects
and a reduction in systems maintenance and support costs. Therefore, the Year
2000 project is not expected to result in any significant incremental technology
cost and is not expected to have a material effect on the results of operations.
The Company and its affiliates have incurred and expensed approximately
$61 million related to the assessment, plan development and substantial
completion of the Year 2000 project, through September 30, 1999. The total
remaining cost of the project is estimated between $10-15 million.

                              FINANCIAL STATEMENTS

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

                                       39
<PAGE>
                    APPENDIX A -- MINIMUM SUM INSURED TABLE

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

                              MINIMUM SUM INSURED

<TABLE>
<CAPTION>
Age of Insured                                               Percentage of
on Date of Death                                             Contract Value
- ----------------                                             --------------
<S>                                                          <C>
     0-40..................................................       265%
      41...................................................       258%
      42...................................................       251%
      43...................................................       244%
      44...................................................       237%
      45...................................................       230%
      46...................................................       224%
      47...................................................       218%
      48...................................................       212%
      49...................................................       206%
      50...................................................       200%
      51...................................................       193%
      52...................................................       186%
      53...................................................       179%
      54...................................................       172%
      55...................................................       165%
      56...................................................       161%
      57...................................................       157%
      58...................................................       153%
      59...................................................       149%
      60...................................................       145%
      65...................................................       135%
      66...................................................       134%
      67...................................................       133%
      68...................................................       132%
      69...................................................       131%
      70...................................................       130%
    71-95..................................................       128%
      96...................................................       121%
      97...................................................       114%
      98...................................................       107%
      99...................................................       100%
</TABLE>

                                      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 Contract
will be provided to the payee describing the payment option selected.

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

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

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

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

Option A:  Benefits for a Specified Number of Years -- We will make equal
payments for any selected number of years up to 30 years. These payments may be
made annually, semi-annually, quarterly or monthly, whichever you choose.

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

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

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

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

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

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

Option E:  Lifetime Monthly Benefits for Two Payees -- We will pay a benefit
jointly to two payees during their joint lifetime. After one payee dies, the
benefits to the survivor will be:

    - the same as the original amount, or

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

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

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

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

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

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

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

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

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

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

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

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

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

Assumptions

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

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

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

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

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

Deductions for Charges

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

                                      D-1
<PAGE>
Expenses of the Underlying Funds

The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses. These are assumed to be at an annual rate
of 0.85% of the average daily net assets of the Underlying Funds, which is the
approximate average of the expenses of the Underlying Funds in 1998. The actual
fees and expenses of each Underlying Fund vary, and, in 1998, ranged from an
annual rate of 0.54% to an annual rate of 1.50% of average daily net assets. The
fees and expenses associated with the Contract may be more or less than 0.95% in
the aggregate, depending upon how you make allocations of the Contract Value
among the Sub-Accounts.

For the fiscal year ended December 31, 1998, before waiver and/or reimbursement
by the investment adviser, total Series expenses as a percentage of average
daily net assets were 0.86% for DelCap Series, 0.89% for Social Awareness
Series, 1.02% for REIT Series, 1.67% for Emerging Markets Series, 0.81% for
Strategic Income Series, 0.92% for Global Bond Series, and 0.88% for
International Equity Series. Total expenses are anticipated to be 0.92% for
Aggressive Growth Series and 0.82% for U.S. Growth Series.

The investment adviser for the Growth & Income Series (formerly known as
"Decatur Total Return Series"), Devon Series, DelCap Series, U.S. Growth Series,
Aggressive Growth Series, Social Awareness Series, REIT Series, Small Cap Value
Series, Trend Series, Delaware Balanced Series (formerly known as "Delaware
Series"), Convertible Securities Series, Delchester Series, Capital Reserves
Series, Strategic Income Series, and Cash Reserve Series is Delaware Management
Company, a series of Delaware Management Business Trust ("Delaware Management").
The investment adviser for the International Equity Series, Emerging Markets
Series and the Global Bond Series is Delaware International Advisers Ltd.
("Delaware International"). The investment advisers for the Series of DGPF have
agreed from November 1, 1999 through April 30, 2000 to maintain the voluntary
management fee waivers and expense reimbursements that expired on October 31,
1999. As a result, expenses will not exceed 1.50% for the Emerging Markets
Series; 0.95% for the International Equity Series; 0.85% for DelCap Series,
Aggressive Growth Series, Social Awareness Series, REIT Series, Small Cap Value
Series, Trend Series, Convertible Securities Series and Global Bond Series,
0.75% for U.S. Growth Series, and 0.80% for all other Series. In addition,
effective May 1, 1999, Delaware Management voluntarily elected to cap its
management fee for the Growth and Income Series at 0.60% indefinitely. The fee
ratios shown above have been restated, if necessary, to reflect the new
voluntary limitations which took effect on November 1, 1999. The declaration of
a voluntary expense limitation does not bind the investment advisers to declare
future expense limitations with respect to these Funds. Pursuant to a vote of
the Fund's shareholders on March 17, 1999, a new management fee structure based
on average daily net assets was approved. The above ratios have been restated to
reflect the new management fee structure which took effect on May 1, 1999.

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

Net Annual Rates of Investment

Taking into account the Separate Account mortality and expense risk charge of
0.90%, and the assumed 0.85% 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-Exceptional Life

                                                          Male Non-Smoker Age 55
                                                 Specified Face Amount = $74,596

                       CURRENT COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
                         Premiums             Hypothetical 0%                   Hypothetical 6%
                         Paid Plus        Gross Investment Return           Gross Investment Return
                         Interest     -------------------------------   -------------------------------
      Contract             At 5%      Surrender   Contract    Death     Surrender   Contract    Death
        Year            Per Year(1)     Value     Value(2)   Benefit      Value     Value(2)   Benefit
- ---------------------   -----------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>           <C>         <C>        <C>        <C>         <C>        <C>
          1               26,250       21,288      23,788     74,596     22,741      25,241     74,596
          2               27,563       20,665      22,978     74,596     23,557      25,870     74,596
          3               28,941       20,070      22,195     74,596     24,390      26,515     74,596
          4               30,388       19,501      21,439     74,596     25,238      27,175     74,596
          5               31,907       18,959      20,709     74,596     26,103      27,853     74,596

          6               33,502       18,441      20,003     74,596     26,984      28,547     74,596
          7               35,178       18,134      19,322     74,596     28,071      29,258     74,596
          8               36,936       17,851      18,663     74,596     29,175      29,987     74,596
          9               38,783       17,653      18,028     74,596     30,360      30,735     74,596
         10               40,722       17,413      17,413     74,596     31,501      31,501     74,596

         11               42,758       17,006      17,006     74,596     32,643      32,643     74,596
         12               44,896       16,609      16,609     74,596     33,827      33,827     74,596
         13               47,141       16,220      16,220     74,596     35,053      35,053     74,596
         14               49,498       15,841      15,841     74,596     36,324      36,324     74,596
         15               51,973       15,471      15,471     74,596     37,642      37,642     74,596

         16               54,572       15,109      15,109     74,596     39,007      39,007     74,596
         17               57,300       14,756      14,756     74,596     40,421      40,421     74,596
         18               60,165       14,411      14,411     74,596     41,887      41,887     74,596
         19               63,174       14,074      14,074     74,596     43,406      43,406     74,596
         20               66,332       13,745      13,745     74,596     44,980      44,980     74,596

       Age 60             31,907       18,959      20,709     74,596     26,103      27,853     74,596
       Age 65             40,722       17,413      17,413     74,596     31,501      31,501     74,596
       Age 70             51,973       15,471      15,471     74,596     37,642      37,642     74,596
       Age 75             66,332       13,745      13,745     74,596     44,980      44,980     74,596

<CAPTION>
                              Hypothetical 12%
                           Gross Investment Return
                       -------------------------------
      Contract         Surrender   Contract    Death
        Year             Value     Value(2)   Benefit
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
          1              24,194     26,694     74,596
          2              26,621     28,934     74,596
          3              29,236     31,361     74,596
          4              32,055     33,993     74,596
          5              35,095     36,845     74,596
          6              38,374     39,937     74,596
          7              42,100     43,288     74,596
          8              46,107     46,920     74,596
          9              50,482     50,857     74,596
         10              55,124     55,124     75,520
         11              60,411     60,411     81,555
         12              66,205     66,205     88,714
         13              72,554     72,554     96,497
         14              79,512     79,512    104,956
         15              87,138     87,138    114,150
         16              95,494     95,494    124,143
         17             104,653    104,653    133,955
         18             114,689    114,689    146,802
         19             125,688    125,688    160,881
         20             137,742    137,742    176,310
       Age 60            35,095     36,845     74,596
       Age 65            55,124     55,124     75,520
       Age 70            87,138     87,138    114,150
       Age 75           137,742    137,742    176,310
</TABLE>

(1) Assumes a $25,000 premium is paid at the beginning of the first Contract
    year. Values will be different if premiums are paid with a different
    frequency or in different amounts.

(2) Assumes that no Contract loan has been made. Excessive loans or withdrawals
    may cause this Contract to lapse because of insufficient Contract Value.

The hypothetical investment rates of return are illustrative only. They are not
a representation of past or future investment rates of return. Investment
results may be more or less than those shown. Investment results will depend on
investment allocations and the different investment rates of return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period. Values would be different from those
shown if the rates of return averaged the hypothetical 0%, 6%, and 12%, but
fluctuated above and below the average in individual Contract years.

                                      D-3
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                      Single Premium Vari-Exceptional Life

                                                          Male Non-Smoker Age 55
                                                 Specified Face Amount = $74,596

                      GUARANTEED COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
                         Premiums             Hypothetical 0%                   Hypothetical 6%
                         Paid Plus        Gross Investment Return           Gross Investment Return
                         Interest     -------------------------------   -------------------------------
      Contract             At 5%      Surrender   Contract    Death     Surrender   Contract    Death
        Year            Per Year(1)     Value     Value(2)   Benefit      Value     Value(2)   Benefit
- ---------------------   -----------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>           <C>         <C>        <C>        <C>         <C>        <C>
          1               26,250       21,029      23,529     74,596     22,483      24,983     74,596
          2               27,563       20,094      22,407     74,596     22,994      25,307     74,596
          3               28,941       19,131      21,256     74,596     23,470      25,595     74,596
          4               30,388       18,138      20,075     74,596     23,910      25,847     74,596
          5               31,907       17,100      18,850     74,596     24,300      26,050     74,596

          6               33,502       16,015      17,578     74,596     24,640      26,203     74,596
          7               35,178       15,055      16,242     74,596     25,103      26,291     74,596
          8               36,936       14,022      14,834     74,596     25,493      26,306     74,596
          9               38,783       12,960      13,335     74,596     25,857      26,232     74,596
         10               40,722       11,719      11,719     74,596     26,047      26,047     74,596

         11               42,758       10,078      10,078     74,596     25,986      25,986     74,596
         12               44,896        8,275       8,275     74,596     25,800      25,800     74,596
         13               47,141        6,286       6,286     74,596     25,468      25,468     74,596
         14               49,498        4,081       4,081     74,596     24,966      24,966     74,596
         15               51,973        1,628       1,628     74,596     24,266      24,266     74,596

         16               54,572            0           0     74,596     23,324      23,324     74,596
         17               57,300            0           0     74,596     22,080      22,080     74,596
         18               60,165            0           0     74,596     20,471      20,471     74,596
         19               63,174            0           0     74,596     18,402      18,402     74,596
         20               66,332            0           0     74,596     15,776      15,776     74,596

       Age 60             31,907       17,100      18,850     74,596     24,300      26,050     74,596
       Age 65             40,722       11,719      11,719     74,596     26,047      26,047     74,596
       Age 70             51,973        1,628       1,628     74,596     24,266      24,266     74,596
       Age 75             66,332            0     (16,938)    74,596     15,776      15,776     74,596

<CAPTION>
                              Hypothetical 12%
                           Gross Investment Return
                       -------------------------------
      Contract         Surrender   Contract    Death
        Year             Value     Value(2)   Benefit
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
          1              23,938     26,438     74,596
          2              26,069     28,382     74,596
          3              28,350     30,475     74,596
          4              30,799     32,736     74,596
          5              33,428     35,178     74,596
          6              36,261     37,824     74,596
          7              39,507     40,694     74,596
          8              43,004     43,817     74,596
          9              46,847     47,222     74,596
         10              50,944     50,944     74,596
         11              55,542     55,542     74,981
         12              60,598     60,598     81,201
         13              66,073     66,073     87,878
         14              71,997     71,997     95,036
         15              78,400     78,400    102,704
         16              85,309     85,309    110,901
         17              92,786     92,786    118,766
         18             100,786    100,786    129,006
         19             109,306    109,306    139,912
         20             118,348    118,348    151,485
       Age 60            33,428     35,178     74,596
       Age 65            50,944     50,944     74,596
       Age 70            78,400     78,400    102,704
       Age 75           118,348    118,348    151,485
</TABLE>

(1) Assumes a $25,000 premium is paid at the beginning of the first Contract
    year. Values will be different if premiums are paid with a different
    frequency or in different amounts.

(2) Assumes that no Contract loan has been made. Excessive loans or withdrawals
    may cause this Contract to lapse because of insufficient Contract Value.

The hypothetical investment rates of return are illustrative only. They are not
a representation of past or future investment rates of return. Investment
results may be more or less than those shown. Investment results will depend on
investment allocations and the different investment rates of return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period. Values would be different from those
shown if the rates of return averaged the hypothetical 0%, 6%, and 12%, but
fluctuated above and below the average in individual Contract years.

                                      D-4
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                      Single Premium Vari-Exceptional Life

                                                        Unisex Non-smoker Age 55
                                                 Specified Face Amount = $76,948

                       CURRENT COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
                         Premiums             Hypothetical 0%                   Hypothetical 6%
                         Paid Plus        Gross Investment Return           Gross Investment Return
                         Interest     -------------------------------   -------------------------------
      Contract             At 5%      Surrender   Contract    Death     Surrender   Contract    Death
        Year            Per Year(1)     Value     Value(2)   Benefit      Value     Value(2)   Benefit
- ---------------------   -----------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>           <C>         <C>        <C>        <C>         <C>        <C>
          1               26,250       21,288      23,788     76,948     22,741      25,241     76,948
          2               27,563       20,665      22,978     76,948     23,557      25,870     76,948
          3               28,941       20,070      22,195     76,948     24,390      26,515     76,948
          4               30,388       19,501      21,439     76,948     25,238      27,175     76,948
          5               31,907       18,959      20,709     76,948     26,103      27,853     76,948

          6               33,502       18,441      20,003     76,948     26,984      28,547     76,948
          7               35,178       18,134      19,322     76,948     28,071      29,258     76,948
          8               36,936       17,851      18,663     76,948     29,175      29,987     76,948
          9               38,783       17,653      18,028     76,948     30,360      30,735     76,948
         10               40,722       17,413      17,413     76,948     31,501      31,501     76,948

         11               42,758       17,006      17,006     76,948     32,643      32,643     76,948
         12               44,896       16,609      16,609     76,948     33,827      33,827     76,948
         13               47,141       16,220      16,220     76,948     35,053      35,053     76,948
         14               49,498       15,841      15,841     76,948     36,324      36,324     76,948
         15               51,973       15,471      15,471     76,948     37,642      37,642     76,948

         16               54,572       15,109      15,109     76,948     39,007      39,007     76,948
         17               57,300       14,756      14,756     76,948     40,421      40,421     76,948
         18               60,165       14,411      14,411     76,948     41,887      41,887     76,948
         19               63,174       14,074      14,074     76,948     43,406      43,406     76,948
         20               66,332       13,745      13,745     76,948     44,980      44,980     76,948

       Age 60             31,907       18,959      20,709     76,948     26,103      27,853     76,948
       Age 65             40,722       17,413      17,413     76,948     31,501      31,501     76,948
       Age 70             51,973       15,471      15,471     76,948     37,642      37,642     76,948
       Age 75             66,332       13,745      13,745     76,948     44,980      44,980     76,948

<CAPTION>
                              Hypothetical 12%
                           Gross Investment Return
                       -------------------------------
      Contract         Surrender   Contract    Death
        Year             Value     Value(2)   Benefit
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
          1              24,194     26,694     76,948
          2              26,621     28,934     76,948
          3              29,236     31,361     76,948
          4              32,055     33,993     76,948
          5              35,095     36,845     76,948
          6              38,374     39,937     76,948
          7              42,100     43,288     76,948
          8              46,107     46,920     76,948
          9              50,482     50,857     76,948
         10              55,124     55,124     76,948
         11              60,411     60,411     81,555
         12              66,205     66,205     88,714
         13              72,554     72,554     96,497
         14              79,512     79,512    104,956
         15              87,138     87,138    114,150
         16              95,494     95,494    124,143
         17             104,653    104,653    133,955
         18             114,689    114,689    146,802
         19             125,688    125,688    160,881
         20             137,742    137,742    176,310
       Age 60            35,095     36,845     76,948
       Age 65            55,124     55,124     76,948
       Age 70            87,138     87,138    114,150
       Age 75           137,742    137,742    176,310
</TABLE>

(1) Assumes a $25,000 premium is paid at the beginning of the first Contract
    year. Values will be different if premiums are paid with a different
    frequency or in different amounts.

(2) Assumes that no Contract loan has been made. Excessive loans or withdrawals
    may cause this to lapse because of insufficient Contract Value.

The hypothetical investment rates of return are illustrative only. They are not
a representation of past or future investment rates of return. Investment
results may be more or less than those shown. Investment results will depend on
investment allocations and the different investment rates of return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period. Values would be different from those
shown if the rates of return averaged the hypothetical 0%, 6%, and 12%, but
fluctuated above and below the average in individual Contract years.

                                      D-5
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                      Single Premium Vari-Exceptional Life

                                                        Unisex Non-Smoker Age 55
                                                 Specified Face Amount = $76,948

                      GUARANTEED COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
                         Premiums             Hypothetical 0%                   Hypothetical 6%
                         Paid Plus        Gross Investment Return           Gross Investment Return
                         Interest     -------------------------------   -------------------------------
      Contract             At 5%      Surrender   Contract    Death     Surrender   Contract    Death
        Year            Per Year(1)     Value     Value(2)   Benefit      Value     Value(2)   Benefit
- ---------------------   -----------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>           <C>         <C>        <C>        <C>         <C>        <C>
          1               26,250       21,029      23,529     76,948     22,483      24,983     76,948
          2               27,563       20,092      22,405     76,948     22,991      25,304     76,948
          3               28,941       19,139      21,264     76,948     23,475      25,600     76,948
          4               30,388       18,153      20,091     76,948     23,920      25,857     76,948
          5               31,907       17,135      18,885     76,948     24,325      26,075     76,948

          6               33,502       16,074      17,637     76,948     24,684      26,247     76,948
          7               35,178       15,143      16,331     76,948     25,170      26,357     76,948
          8               36,936       14,144      14,956     76,948     25,586      26,398     76,948
          9               38,783       13,121      13,496     76,948     25,979      26,354     76,948
         10               40,722       11,930      11,930     76,948     26,208      26,208     76,948

         11               42,758       10,347      10,347     76,948     26,190      26,190     76,948
         12               44,896        8,617       8,617     76,948     26,058      26,058     76,948
         13               47,141        6,716       6,716     76,948     25,792      25,792     76,948
         14               49,498        4,624       4,624     76,948     25,373      25,373     76,948
         15               51,973        2,302       2,302     76,948     24,771      24,771     76,948

         16               54,572            0        (312)    76,948     23,935      23,935     76,948
         17               57,300            0      (3,286)    76,948     22,829      22,829     76,948
         18               60,165            0      (6,650)    76,948     21,401      21,401     76,948
         19               63,174            0     (10,514)    76,948     19,563      19,563     76,948
         20               66,332            0     (14,984)    76,948     17,222      17,222     76,948

       Age 60             31,907       17,135      18,885     76,948     24,325      26,075     76,948
       Age 65             40,722       11,930      11,930     76,948     26,208      26,208     76,948
       Age 70             51,973        2,302       2,302     76,948     24,771      24,771     76,948
       Age 75             66,332            0     (14,984)    76,948     17,222      17,222     76,948

<CAPTION>
                              Hypothetical 12%
                           Gross Investment Return
                       -------------------------------
      Contract         Surrender   Contract    Death
        Year             Value     Value(2)   Benefit
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
          1              23,937     26,437     76,948
          2              26,065     28,377     76,948
          3              28,350     30,475     76,948
          4              30,801     32,739     76,948
          5              33,439     35,189     76,948
          6              36,282     37,844     76,948
          7              39,535     40,723     76,948
          8              43,040     43,852     76,948
          9              46,885     47,260     76,948
         10              50,983     50,983     76,948
         11              55,572     55,572     76,948
         12              60,657     60,657     81,280
         13              66,185     66,185     88,026
         14              72,177     72,177     95,273
         15              78,663     78,663    103,048
         16              85,669     85,669    111,369
         17              93,265     93,265    119,379
         18             101,419    101,419    129,816
         19             110,134    110,134    140,971
         20             119,412    119,412    152,848
       Age 60            33,439     35,189     76,948
       Age 65            50,983     50,983     76,948
       Age 70            78,663     78,663    103,048
       Age 75           119,412    119,412    152,848
</TABLE>

(1) Assumes a $25,000 premium is paid at the beginning of the first Contract
    year. Values will be different if premiums are paid with a different
    frequency or in different amounts.

(2) Assumes that no Contract loan has been made. Excessive loans or withdrawals
    may cause this Contract to lapse because of insufficient Contract Value.

The hypothetical investment rates of return are illustrative only. They are not
a representation of past or future investment rates of return. Investment
results may be more or less than those shown. Investment results will depend on
investment allocations and the different investment rates of return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period. Values would be different from those
shown if the rates of return averaged the hypothetical 0%, 6%, and 12%, but
fluctuated above and below the average in individual Contract years.

                                      D-6
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                      Single Premium Vari-Exceptional Life

                                                          Male Non-Smoker Age 65
                                                        Female Non-Smoker Age 65
                                                 Specified Face Amount = $73,207

                       CURRENT COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
                         Premiums             Hypothetical 0%                   Hypothetical 6%
                         Paid Plus        Gross Investment Return           Gross Investment Return
                         Interest     -------------------------------   -------------------------------
      Contract             At 5%      Surrender   Contract    Death     Surrender   Contract    Death
        Year            Per Year(1)     Value     Value(2)   Benefit      Value     Value(2)   Benefit
- ---------------------   -----------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>           <C>         <C>        <C>        <C>         <C>        <C>
          1               26,250       21,416      23,916     73,207     22,877      25,377     73,207
          2               27,563       20,876      23,189     73,207     23,803      26,115     73,207
          3               28,941       20,341      22,466     73,207     24,721      26,846     73,207
          4               30,388       19,828      21,766     73,207     25,661      27,598     73,207
          5               31,907       19,338      21,088     73,207     26,621      28,371     73,207

          6               33,502       18,868      20,430     73,207     27,603      29,165     73,207
          7               35,178       18,606      19,794     73,207     28,795      29,982     73,207
          8               36,936       18,364      19,177     73,207     30,009      30,822     73,207
          9               38,783       18,204      18,579     73,207     31,310      31,685     73,207
         10               40,722       18,000      18,000     73,207     32,572      32,572     73,207

         11               42,758       17,615      17,615     73,207     33,821      33,821     73,207
         12               44,896       17,237      17,237     73,207     35,117      35,117     73,207
         13               47,141       16,868      16,868     73,207     36,463      36,463     73,207
         14               49,498       16,507      16,507     73,207     37,861      37,861     73,207
         15               51,973       16,153      16,153     73,207     39,313      39,313     73,207

         16               54,572       15,807      15,807     73,207     40,820      40,820     73,207
         17               57,300       15,468      15,468     73,207     42,385      42,385     73,207
         18               60,165       15,137      15,137     73,207     44,010      44,010     73,207
         19               63,174       14,813      14,813     73,207     45,697      45,697     73,207
         20               66,332       14,495      14,495     73,207     47,449      47,449     73,207

       Age 70             31,907       19,338      21,088     73,207     26,621      28,371     73,207
       Age 75             40,722       18,000      18,000     73,207     32,572      32,572     73,207

<CAPTION>
                              Hypothetical 12%
                           Gross Investment Return
                       -------------------------------
      Contract         Surrender   Contract    Death
        Year             Value     Value(2)   Benefit
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
          1              24,339     26,839     73,207
          2              26,903     29,215     73,207
          3              29,644     31,769     73,207
          4              32,600     34,538     73,207
          5              35,798     37,548     73,207
          6              39,259     40,821     73,207
          7              43,192     44,379     73,207
          8              47,435     48,248     73,207
          9              52,078     52,453     73,207
         10              57,026     57,026     73,207
         11              62,620     62,620     80,153
         12              68,763     68,763     88,016
         13              75,508     75,508     96,650
         14              82,915     82,915    106,132
         15              91,049     91,049    116,543
         16              99,981     99,981    127,976
         17             109,789    109,789    140,530
         18             120,559    120,559    154,316
         19             132,386    132,386    169,454
         20             145,373    145,373    186,077
       Age 70            35,798     37,548     73,207
       Age 75            57,026     57,026     73,207
</TABLE>

(1) Assumes a $25,000 premium is paid at the beginning of the first Contract
    year. Values will be different if premiums are paid with a different
    frequency or in different amounts.

(2) Assumes that no Contract loan has been made. Excessive loans or withdrawals
    may cause this Contract to lapse because of insufficient Contract Value.

The hypothetical investment rates of return are illustrative only. They are not
a representation of past or future investment rates of return. Investment
results may be more or less than those shown. Investment results will depend on
investment allocations and the different investment rates of return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period. Values would be different from those
shown if the rates of return averaged the hypothetical 0%, 6%, and 12%, but
fluctuated above and below the average in individual Contract years.

                                      D-7
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                      Single Premium Vari-Exceptional Life

                                                          Male Non-Smoker Age 65
                                                        Female Non-Smoker Age 65
                                                 Specified Face Amount = $73,207

                      GUARANTEED COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
                         Premiums            Hypothetical 0%                   Hypothetical 6%
                        Paid Plus        Gross Investment Return           Gross Investment Return
                         Interest    -------------------------------   -------------------------------
      Contract            At 5%      Surrender   Contract    Death     Surrender   Contract    Death
        Year             Per Year      Value     Value(2)   Benefit      Value     Value(2)   Benefit
- ---------------------   ----------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>          <C>         <C>        <C>        <C>         <C>        <C>
          1               26,250      21,416      23,916     73,207     22,877      25,377     73,207
          2               27,563      20,876      23,189     73,207     23,803      26,115     73,207
          3               28,941      20,310      22,435     73,207     24,708      26,833     73,207
          4               30,388      19,709      21,646     73,207     25,585      27,523     73,207
          5               31,907      19,059      20,809     73,207     26,425      28,175     73,207

          6               33,502      18,346      19,908     73,207     27,214      28,777     73,207
          7               35,178      17,735      18,922     73,207     28,125      29,312     73,207
          8               36,936      17,011      17,824     73,207     28,947      29,759     73,207
          9               38,783      16,203      16,578     73,207     29,716      30,091     73,207
         10               40,722      15,142      15,142     73,207     30,275      30,275     73,207

         11               42,758      13,598      13,598     73,207     30,560      30,560     73,207
         12               44,896      11,747      11,747     73,207     30,640      30,640     73,207
         13               47,141       9,525       9,525     73,207     30,473      30,473     73,207
         14               49,498       6,853       6,853     73,207     30,006      30,006     73,207
         15               51,973       3,625       3,625     73,207     29,165      29,165     73,207

         16               54,572           0           0     73,207     27,854      27,854     73,207
         17               57,300           0           0     73,207     25,936      25,936     73,207
         18               60,165           0           0     73,207     23,221      23,221     73,207
         19               63,174           0           0     73,207     19,454      19,454     73,207
         20               66,332           0           0     73,207     14,286      14,286     73,207

       Age 70             31,907      19,059      20,809     73,207     26,425      28,175     73,207
       Age 75             40,722      15,142      15,142     73,207     30,275      30,275     73,207

<CAPTION>
                              Hypothetical 12%
                           Gross Investment Return
                       -------------------------------
      Contract         Surrender   Contract    Death
        Year             Value     Value(2)   Benefit
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
          1              24,339     26,839     73,207
          2              26,903     29,215     73,207
          3              29,644     31,769     73,207
          4              32,574     34,511     73,207
          5              35,709     37,459     73,207
          6              39,068     40,630     73,207
          7              42,856     44,044     73,207
          8              46,912     47,725     73,207
          9              51,330     51,705     73,207
         10              56,028     56,028     73,207
         11              61,272     61,272     78,428
         12              66,919     66,919     85,656
         13              72,969     72,969     93,400
         14              79,421     79,421    101,659
         15              86,265     86,265    110,420
         16              93,477     93,477    119,650
         17             101,011    101,011    129,294
         18             108,802    108,802    139,267
         19             116,761    116,761    149,454
         20             124,782    124,782    159,720
       Age 70            35,709     37,459     73,207
       Age 75            56,028     56,028     73,207
</TABLE>

(1) Assumes a $25,000 premium is paid at the beginning of the first Contract
    year. Values will be different if premiums are paid with a different
    frequency or in different amounts.

(2) Assumes that no Contract loan has been made. Excessive loans or withdrawals
    may cause this Contract to lapse because of insufficient Contract Value.

The hypothetical investment rates of return are illustrative only. They are not
a representation of past or future investment rates of return. Investment
results may be more or less than those shown. Investment results will depend on
investment allocations and the different investment rates of return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period. Values would be different from those
shown if the rates of return averaged the hypothetical 0%, 6%, and 12%, but
fluctuated above and below the average in individual Contract years.

                                      D-8
<PAGE>
                          ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                                            Single Premium Vari-Exceptional Life

                                                        Unisex Non-Smoker Age 65
                                                        Unisex Non-Smoker Age 65
                                                 Specified Face Amount = $72,969

                       CURRENT COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
                         Premiums             Hypothetical 0%                   Hypothetical 6%
                         Paid Plus        Gross Investment Return           Gross Investment Return
                         Interest     -------------------------------   -------------------------------
      Contract             At 5%      Surrender   Contract    Death     Surrender   Contract    Death
        Year            Per Year(1)     Value     Value(2)   Benefit      Value     Value(2)   Benefit
- ---------------------   -----------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>           <C>         <C>        <C>        <C>         <C>        <C>
          1               26,250       21,416      23,916     72,969     22,877      25,377     72,969
          2               27,563       20,874      23,186     72,969     23,800      26,113     72,969
          3               28,941       20,339      22,464     72,969     24,719      26,844     72,969
          4               30,388       19,826      21,764     72,969     25,658      27,596     72,969
          5               31,907       19,336      21,086     72,969     26,619      28,369     72,969

          6               33,502       18,866      20,428     72,969     27,600      29,163     72,969
          7               35,178       18,604      19,792     72,969     28,792      29,979     72,969
          8               36,936       18,362      19,175     72,969     30,006      30,819     72,969
          9               38,783       18,202      18,577     72,969     31,307      31,682     72,969
         10               40,722       17,998      17,998     72,969     32,569      32,569     72,969

         11               42,758       17,613      17,613     72,969     33,818      33,818     72,969
         12               44,896       17,236      17,236     72,969     35,114      35,114     72,969
         13               47,141       16,866      16,866     72,969     36,460      36,460     72,969
         14               49,498       16,505      16,505     72,969     37,858      37,858     72,969
         15               51,973       16,151      16,151     72,969     39,310      39,310     72,969

         16               54,572       15,805      15,805     72,969     40,817      40,817     72,969
         17               57,300       15,467      15,467     72,969     42,381      42,381     72,969
         18               60,165       15,136      15,136     72,969     44,006      44,006     72,969
         19               63,174       14,811      14,811     72,969     45,693      45,693     72,969
         20               66,332       14,494      14,494     72,969     47,445      47,445     72,969

       Age 70             31,907       19,336      21,086     72,969     26,619      28,369     72,969
       Age 75             40,722       17,998      17,998     72,969     32,569      32,569     72,969

<CAPTION>
                              Hypothetical 12%
                           Gross Investment Return
                       -------------------------------
      Contract         Surrender   Contract    Death
        Year             Value     Value(2)   Benefit
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
          1              24,338     26,838     72,969
          2              26,901     29,213     72,969
          3              29,639     31,764     72,969
          4              32,595     34,532     72,969
          5              35,792     37,542     72,969
          6              39,252     40,815     72,969
          7              43,185     44,372     72,969
          8              47,428     48,240     72,969
          9              52,070     52,445     72,969
         10              57,017     57,017     72,981
         11              62,610     62,610     80,141
         12              68,752     68,752     88,002
         13              75,496     75,496     96,635
         14              82,902     82,902    106,115
         15              91,035     91,035    116,525
         16              99,965     99,965    127,956
         17             109,772    109,772    140,508
         18             120,540    120,540    154,291
         19             132,365    132,365    169,427
         20             145,350    145,350    186,048
       Age 70            35,792     37,542     72,969
       Age 75            57,017     57,017     72,981
</TABLE>

(1) Assumes a $25,000 premium is paid at the beginning of the first Contract
    year. Values will be different if premiums are paid with a different
    frequency or in different amounts.

(2) Assumes that no Contract loan has been made. Excessive loans or withdrawals
    may cause this Contract to lapse because of insufficient Contract Value.

The hypothetical investment rates of return are illustrative only. They are not
a representation of past or future investment rates of return. Investment
results may be more or less than those shown. Investment results will depend on
investment allocations and the different investment rates of return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period. Values would be different from those
shown if the rates of return averaged the hypothetical 0%, 6%, and 12%, but
fluctuated above and below the average in individual Contract years.

                                      D-9
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                      Single Premium Vari-Exceptional Life

                                                        Unisex Non-Smoker Age 65
                                                        Unisex Non-Smoker Age 65

                                                 Specified Face Amount = $72,969

                      GUARANTEED COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
                         Premiums             Hypothetical 0%                   Hypothetical 6%
                         Paid Plus        Gross Investment Return           Gross Investment Return
                         Interest     -------------------------------   -------------------------------
      Contract             At 5%      Surrender   Contract    Death     Surrender   Contract    Death
        Year            Per Year(1)     Value     Value(2)   Benefit      Value     Value(2)   Benefit
- ---------------------   -----------   ---------   --------   --------   ---------   --------   --------
<S>                     <C>           <C>         <C>        <C>        <C>         <C>        <C>
          1               26,250       21,416      23,916     72,969     22,877      25,377     72,969
          2               27,563       20,874      23,186     72,969     23,800      26,113     72,969
          3               28,941       20,305      22,430     72,969     24,703      26,828     72,969
          4               30,388       19,698      21,636     72,969     25,575      27,512     72,969
          5               31,907       19,041      20,791     72,969     26,407      28,157     72,969

          6               33,502       18,316      19,878     72,969     27,185      28,748     72,969
          7               35,178       17,689      18,876     72,969     28,081      29,268     72,969
          8               36,936       16,948      17,761     72,969     28,887      29,699     72,969
          9               38,783       16,119      16,494     72,969     29,637      30,012     72,969
         10               40,722       15,035      15,035     72,969     30,175      30,175     72,969

         11               42,758       13,465      13,465     72,969     30,435      30,435     72,969
         12               44,896       11,586      11,586     72,969     30,489      30,489     72,969
         13               47,141        9,336       9,336     72,969     30,295      30,295     72,969
         14               49,498        6,636       6,636     72,969     29,800      29,800     72,969
         15               51,973        3,384       3,384     72,969     28,933      28,933     72,969

         16               54,572            0           0     72,969     27,597      27,597     72,969
         17               57,300            0           0     72,969     25,657      25,657     72,969
         18               60,165            0           0     72,969     22,927      22,927     72,969
         19               63,174            0           0     72,969     19,152      19,152     72,969
         20               66,332            0           0     72,969     13,989      13,989     72,969

       Age 70             31,907       19,041      20,791     72,969     26,407      28,157     72,969
       Age 75             40,722       15,035      15,035     72,969     30,175      30,175     72,969

<CAPTION>
                              Hypothetical 12%
                           Gross Investment Return
                       -------------------------------
      Contract         Surrender   Contract    Death
        Year             Value     Value(2)   Benefit
- ---------------------  ---------   --------   --------
<S>                    <C>         <C>        <C>
          1              24,338     26,838     72,969
          2              26,901     29,213     72,969
          3              29,638     31,763     72,969
          4              32,564     34,501     72,969
          5              35,693     37,443     72,969
          6              39,041     40,604     72,969
          7              42,818     44,005     72,969
          8              46,862     47,674     72,969
          9              51,267     51,642     72,969
         10              55,952     55,952     72,969
         11              61,180     61,180     78,310
         12              66,808     66,808     85,514
         13              72,837     72,837     93,231
         14              79,266     79,266    101,461
         15              86,087     86,087    110,191
         16              93,275     93,275    119,392
         17             100,787    100,787    129,008
         18             108,561    108,561    138,957
         19             116,508    116,508    149,130
         20             124,525    124,525    159,392
       Age 70            35,693     37,443     72,969
       Age 75            55,952     55,952     72,969
</TABLE>

(1) Assumes a $25,000 premium is paid at the beginning of the first Contract
    year. Values will be different if premiums are paid with a different
    frequency or in different amounts.

(2) Assumes that no Contract loan has been made. Excessive loans or withdrawals
    may cause this Contract to lapse because of insufficient Contract Value.

The hypothetical investment rates of return are illustrative only. They are not
a representation of past or future investment rates of return. Investment
results may be more or less than those shown. Investment results will depend on
investment allocations and the different investment rates of return for the
funds. These hypothetical investment rates of return may not be achieved for any
one year or sustained over any period. Values would be different from those
shown if the rates of return averaged the hypothetical 0%, 6%, and 12%, but
fluctuated above and below the average in individual Contract years.

                                      D-10
<PAGE>
                                   APPENDIX E
                            PERFORMANCE INFORMATION

The Contracts were first offered to the public in 1999. However, the Company may
advertise "Total Return" and "Average Annual Total Return" performance
information based on the periods that the Underlying 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
Underlying Funds.

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

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

    - The Insured is a male Age 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 Inc.;

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

    - The Consumer Price Index.

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

                                      E-1
<PAGE>
In advertising, sales literature, publications or other materials, we may give
information on various topics of interest to Contract Owners and prospective
Contract Owners. These topics may include:

    - The relationship between sectors of the economy and the economy as a whole
      and its effect on various securities markets, investment strategies and
      techniques (such as value investing, market timing, dollar cost averaging,
      asset allocation and automatic account rebalancing);

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

    - Customer profiles and hypothetical payment and investment scenarios;

    - Financial management and tax and retirement planning; and

    - Investment alternatives to Contracts of deposit and other financial
      instruments, including comparisons between the Contracts and the
      characteristics of and market for the financial instruments.

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

                                      E-2
<PAGE>
                                    TABLE IA
                     AVERAGE ANNUAL TOTAL RETURNS OF FUNDS
                      FOR PERIODS ENDING DECEMBER 31, 1998
                            SINCE INCEPTION OF FUND
           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>

<S>                                  <C>                <C>                <C>
                                                                             Ten Years or
                                         One Year             Five          Since Inception
Underlying Fund                        Total Return           Years            (if less)
Growth & Income Series                    -3.02%             14.98%             10.45%
Devon Series                               9.18%               N/A              21.13%
DelCap Series                              4.14%             10.23%              8.81%
U.S. Growth Series                          N/A                N/A                N/A
Aggressive Growth Series                    N/A                N/A                N/A
Social Awareness Series                    0.92%               N/A              16.32%
REIT Series                                 N/A                N/A              -48.70%
Small Cap Value Series                    -18.53%            10.02%              8.83%
Trend Series                               1.48%             12.65%             11.46%
International Equity Series               -4.00%              6.41%              6.52%
Emerging Markets Series                   -45.13%              N/A              -36.78%
Delaware Balanced Series                   3.96%             12.96%             11.59%
Convertible Securities                     3.96%             12.96%             11.59%
Delchester Series                         -15.69%             2.96%              6.38%
Capital Reserves Series                   -7.41%              1.61%              3.85%
Strategic Income Series                   -11.40%              N/A              -4.75%
Cash Reserve Series                       -9.05%              0.62%              2.02%
</TABLE>

The inception dates for the Underlying Funds are: 10/29/92 for International
Equity Series; 12/27/93 for Small Cap Value and Trend Series; 7/2/91 for DelCap
Series; 7/28/88 for Delaware Balanced Series, Growth & Income Series, Delchester
Series, Capital Reserves Series, and Cash Reserve Series; 5/1/97 for Devon
Series, Social Awareness Series, Emerging Markets Series, and Strategic Income
Series; and 5/1/98 for Aggressive Growth Series and REIT Series.

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

                                      E-3
<PAGE>
                                    TABLE IB
           SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNTS
                      FOR PERIODS ENDING DECEMBER 31, 1998
                            SINCE INCEPTION OF FUNDS
             EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the Funds
have been in existence. The performance information is net of total Fund
expenses and all Sub-Account charges. The data does NOT reflect monthly charges
under the Contracts or surrender charges. It is assumed that a single premium
payment of $25,000 has been made and that the entire payment was allocated to
each Sub-Account individually.

<TABLE>
<CAPTION>

<S>                                  <C>                <C>                <C>
                                                                             Ten Years or
                                         One Year             Five          Since Inception
Underlying Fund                        Total Return           Years            (if less)
Growth & Income Series                    10.35%             17.99%             12.65%
Devon Series                              22.93%               N/A              30.26%
DelCap Series                             17.74%             13.29%             11.73%
U.S. Growth Series                          N/A                N/A                N/A
Aggressive Growth Series                    N/A                N/A                N/A
Social Awareness Series                   14.41%               N/A              25.42%
REIT Series                                 N/A                N/A              -9.54%
Small Cap Value Series                    -5.65%             13.09%             13.52%
Trend Series                              15.00%             15.68%             16.10%
International Equity Series                9.34%              9.55%             10.14%
Emerging Markets Series                   -33.09%              N/A              -27.03%
Delaware Balanced Series                  17.55%             15.99%             13.80%
Convertible Securities                    -2.06%               N/A               7.93%
Delchester Series                         -2.71%              6.18%              8.56%
Capital Reserves Series                    5.82%              4.87%              6.04%
Strategic Income Series                    1.71%               N/A               4.34%
Cash Reserve Series                        4.13%              3.91%              4.21%
Global Bond                                6.85%               N/A               6.64%
</TABLE>

The inception dates for the Underlying Funds are: 10/29/92 for International
Equity Series; 12/27/93 for Small Cap Value and Trend Series; 7/2/91 for DelCap
Series; 7/28/88 for Delaware Balanced Series, Growth & Income Series, Delchester
Series, Capital Reserves Series, and Cash Reserve Series; 5/1/97 for Devon
Series, Social Awareness Series, Emerging Markets Series, and Strategic Income
Series; and 5/1/98 for Aggressive Growth Series and REIT Series.

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

                                      E-4


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