SEPARATE ACCOUNT IMO OF ALLMERICA FIN LIFE INS & ANNUITY CO
497, 1999-12-16
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<PAGE>
                      ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                                     WORCESTER, MASSACHUSETTS
                   INDIVIDUAL FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICIES

<TABLE>
<C>                       <S>
    PLEASE READ THIS      This Prospectus provides important information about an
  PROSPECTUS CAREFULLY    individual flexible payment variable life insurance policy
  BEFORE INVESTING AND    issued by Allmerica Financial Life Insurance and Annuity
   KEEP IT FOR FUTURE     Company. The policies are funded through the Separate
       REFERENCE.         Account IMO, a separate investment account of the Company
 VARIABLE LIFE POLICIES   that is referred to as the Variable Account.
INVOLVE RISKS INCLUDING   The Separate Account is subdivided into Sub-Accounts. Each
    POSSIBLE LOSS OF      Sub-Account invests exclusively in shares of one of the
       PRINCIPAL.         following Funds of Allmerica Investment Trust, Variable
                          Insurance Products Fund, and T. Rowe Price International
                          Series, Inc.
</TABLE>

<TABLE>
<CAPTION>
                          ALLMERICA INVESTMENT TRUST        VARIABLE INSURANCE PRODUCTS FUND
                          --------------------------        --------------------------------
<C>                       <S>                               <C>
THIS PROSPECTUS MUST BE   Select Aggressive Growth Fund     Fidelity VIP Equity-Income Portfolio
     ACCOMPANIED BY       Select Capital Appreciation Fund  Fidelity VIP Growth Portfolio
  PROSPECTUSES OF THE     Select Value Opportunity Fund     Fidelity VIP High Income Portfolio
         FUNDS.           Select Emerging Markets Fund
                          Select International Equity Fund  T. ROWE PRICE INTERNATIONAL SERIES, INC.
                          Select Growth Fund                -----------------------------------
                          Select Strategic Growth Fund      T. Rowe Price International Stock Portfolio
                          Equity Index Fund
                          Select Growth and Income Fund
                          Investment Grade Income Fund
                          Money Market Fund
</TABLE>

<TABLE>
<C>                       <S>
 THIS LIFE POLICY IS      Policy owners may, within limits, choose the amount of
       NOT:               initial payment and vary the frequency and amount of future
- - A BANK DEPOSIT OR       payments. The Policy allows partial withdrawals and full
  OBLIGATION;             surrender of the Policy's surrender value, within limits.
- - FEDERALLY INSURED;      The Policies are not suitable for short-term investment
- - ENDORSED BY ANY         because of the substantial nature of the surrender charge.
  BANK OR                 This Prospectus can also be obtained from the Securities and
  GOVERNMENTAL            Exchange Commission's website (http://www.sec.gov).
  AGENCY.                 IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE
                          WITH THE POLICY.
                          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 DECEMBER 10, 1999
                          ALLMERICA LIFE                      WORCESTER, MASSACHUSETTS 01653
                          P.O. BOX 8179                       (508) 855-1000
                          BOSTON, MA 02266-8179
</TABLE>
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                           <C>
SPECIAL TERMS...............................................       4
SUMMARY OF FEES AND EXPENSES................................       7
SUMMARY OF CONTRACT FEATURES................................      10
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE
 UNDERLYING FUNDS...........................................      16
INVESTMENT OBJECTIVES AND POLICIES..........................      17
INVESTMENT ADVISORY SERVICES................................      19
THE POLICY..................................................      21
  Applying for a Policy.....................................      21
  Free-Look Period..........................................      22
  Conversion Privilege......................................      22
  Payments..................................................      23
  Allocation of Net Payments................................      23
  Transfer Privilege........................................      24
  Death Benefit.............................................      25
  Election of Death Benefit Options.........................      26
  Changing Between Death Benefit Option 1 and Option 2......      29
  Guaranteed Death Benefit Rider............................      29
  Change in Face Amount.....................................      30
  Policy Value..............................................      31
  Payment Options...........................................      33
  Optional Insurance Benefits...............................      33
  Surrender.................................................      33
  Partial Withdrawal........................................      33
CHARGES AND DEDUCTIONS......................................      34
  Deductions from Payments..................................      34
  Monthly Charges (The Monthly Deduction)...................      34
  Computing Insurance Protection Charges....................      35
  Fund Expenses.............................................      37
  Surrender Charge..........................................      38
  Partial Withdrawal Costs..................................      39
  Transfer Charges..........................................      39
  Other Administrative Charges..............................      39
POLICY LOANS................................................      40
  Preferred Loan Option.....................................      40
  Repayment of Outstanding Loan.............................      40
  Effect of Policy Loans....................................      41
POLICY TERMINATION AND REINSTATEMENT........................      41
  Termination...............................................      41
  Reinstatement.............................................      41
OTHER POLICY PROVISIONS.....................................      42
  Policy Owner..............................................      42
  Beneficiary...............................................      42
  Assignment................................................      42
  Limit on Right to Challenge Policy........................      43
  Suicide...................................................      43
  Misstatement of Age or Sex................................      43
  Delay of Payments.........................................      43
FEDERAL TAX CONSIDERATIONS..................................      43
  The Company and the Variable Account......................      44
  Taxation of the Policies..................................      44
  Policy Loans..............................................      44
</TABLE>

                                       2
<PAGE>
<TABLE>
<S>                                                           <C>
  Modified Endowment Policies...............................      45
VOTING RIGHTS...............................................      45
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY.............      46
DISTRIBUTION................................................      47
REPORTS.....................................................      48
LEGAL PROCEEDINGS...........................................      48
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS...........      48
FURTHER INFORMATION.........................................      49
MORE INFORMATION ABOUT THE FIXED ACCOUNT....................      49
  General Description.......................................      49
  Fixed Account Interest....................................      49
  Surrenders, Partial Withdrawals and Transfers.............      50
INDEPENDENT ACCOUNTANTS.....................................      50
YEAR 2000 DISCLOSURE........................................      50
FINANCIAL STATEMENTS........................................      51
APPENDIX A -- GUIDELINE MINIMUM DEATH BENEFIT FACTORS
 TABLE......................................................     A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS...................     B-1
APPENDIX C -- PAYMENT OPTIONS...............................     C-1
APPENDIX D -- ILLUSTRATIONS.................................     D-1
APPENDIX E -- CALCULATION OF MAXIMUM SURRENDER CHARGES......     E-1
APPENDIX F -- PERFORMANCE INFORMATION.......................     F-1
APPENDIX G -- MONTHLY EXPENSE CHARGES.......................     G-1
FINANCIAL STATEMENTS........................................   FIN-1
</TABLE>

                                       3
<PAGE>
                                 SPECIAL TERMS

AGE: how old the Insured is on the birthday closest to a Policy 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" refer to Allmerica Financial Life Insurance and Annuity
Company in this Prospectus.

DATE OF ISSUE: the date the Policy was issued, used to measure the monthly
processing date, Policy months, Policy years and Policy anniversaries.

DEATH BENEFIT: the amount payable when the Insured dies prior to the Final
Payment Date, before deductions for any Outstanding Loan and partial
withdrawals, partial withdrawal costs, and due and unpaid monthly deductions.

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

FACE AMOUNT: the amount of insurance coverage applied for. The initial Face
Amount is shown in your Policy.

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

FIXED ACCOUNT: a guaranteed account of the general account that guarantees
principal and a fixed interest rate.

FUNDS (UNDERLYING FUNDS): the following investment portfolios of Allmerica
Investment Trust ("Trust"): Select Emerging Markets Fund, Select International
Equity Fund, Select Aggressive Growth Fund, Select Capital Appreciation Fund,
Select Value Opportunity Fund, Select Growth Fund, Select Strategic Growth Fund,
Equity Index Fund, Select Growth and Income Fund, Investment Grade Income Fund,
and Money Market Fund; the following investment portfolios of Variable Insurance
Products Fund ("Fidelity VIP"): Fidelity VIP Growth Portfolio, Fidelity VIP
Equity-Income Portfolio and Fidelity VIP High Income Portfolio; and the T. Rowe
Price International Stock Portfolio of T. Rowe Price International Series, Inc.
("T. Rowe Price").

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

GUIDELINE MINIMUM DEATH BENEFIT: the minimum death benefit required to qualify
the Policy as "life insurance" under federal tax laws. The Guideline Minimum
Death Benefit is the PRODUCT of:

    - the Policy Value TIMES

    - a percentage factor.

The percentage factor is a percentage that, when multiplied by the Policy value,
determines the minimum death benefit required under federal tax laws. If Death
Benefit Option 3 is in effect, the percentage factor is based on the Insured's
attained age, sex, and underwriting class, as set forth in the Policy. If Death
Benefit Option 1 or Death Benefit Option 2 is in effect, the percentage factor
is based on the Insured's attained age, as set forth in APPENDIX A, Guideline
Minimum Death Benefit Factors Table.

                                       4
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INSURANCE PROTECTION AMOUNT: the death benefit less the Policy Value.

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

MINIMUM MONTHLY PAYMENT: a monthly amount shown in your Policy. If you pay this
amount, we guarantee that your Policy will not lapse before the 49th monthly
processing date from the Date of Issue or increase in Face Amount, within
limits.

MONTHLY PROCESSING DATE: the date, shown in your Policy, when Monthly Insurance
Protection charges are deducted.

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

    - the death benefit under either Death Benefit Option 1, Death Benefit
      Option 2, or Death Benefit Option 3, MINUS

    - any Outstanding Loan on the Insured's death, partial withdrawals, partial
      withdrawal costs, and due and unpaid monthly deductions.

Where permitted by state law, we will compute the Net Death Benefit on the date
we receive due proof of the Insured's death under Death Benefit Option 2 and on
the date of death for Death Benefit Options 1 and 3. If required by state law,
we will compute the Net Death Benefit on the date of death for Death Benefit
Option 2.

After the Final Payment Date, the Net Death Benefit generally is:

    - the Policy Value MINUS

    - any Outstanding Loan.

If the Guaranteed Death Benefit Rider is in effect, after the Final Payment
Date, the death benefit is the greater of:

    - the Face Amount as of the Final Payment Date; or

    - the Policy Value as of the date due proof of death is received by the
      Company.

NET PAYMENT: your payment less a payment expense charge.

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

POLICY CHANGE: any change in the Face Amount, the addition or deletion of a
Rider, underwriting reclassifications, or a change in death benefit option
(Option 1 or Option 2).

POLICY OWNER: the person who may exercise all rights under the Policy, with the
consent of any irrevocable beneficiary. "You" and "your" refer to the Policy
owner in this Prospectus.

POLICY VALUE: the total value of your Policy. It is the SUM of the:

    - Value of the units of the sub-accounts credited to your Policy PLUS

    - Accumulation in the Fixed Account credited to the Policy

PREMIUM: a payment you must make to us to keep the Policy in force.

                                       5
<PAGE>
PRINCIPAL OFFICE: our office at 440 Lincoln Street, Worcester, Massachusetts
01653.

PRO-RATA ALLOCATION: an allocation among the Fixed Account and the Sub-Accounts
in the same proportion that, on the date of allocation, the unloaned Policy
Value in the Fixed Account and the Policy Value in each sub-account bear to the
total unloaned Policy Value.

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

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

UNDERWRITING CLASS: the insurance risk classification that we assign the Insured
based on the information in the application or enrollment form and other
evidence of insurability we consider. The Insured's underwriting class will
affect the monthly charges and the payment required to keep the Policy in force.

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

VALUATION DATE: any day on which the net asset value of the shares of any funds
and unit values of any sub-accounts are computed. Valuation Dates currently
occur on:

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

    - Other days (other than a day during which no payment, partial withdrawal
      or surrender of a Policy 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 IMO, one of our separate investment accounts.

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

                                       6
<PAGE>
                          SUMMARY OF FEES AND EXPENSES

WHAT CHARGES WILL I INCUR UNDER MY POLICY?

The following charges will apply to your Policy under the circumstances
described. Some of these charges apply throughout the Policy's duration. Other
charges apply only if you choose options under the Policy.

    - From each payment, we will deduct a Payment Expense Charge of 6.35%, which
      is composed of the following:

       PREMIUM TAX CHARGE--A current premium tax deduction of 2.35% of payments
       represents our average expenses for state and local premium taxes,

       DEFERRED ACQUISITION COSTS ("DAC TAX") CHARGE--A current DAC tax
       deduction of 1.00% of payments helps reimburse us for federal taxes
       imposed on our deferred acquisition costs of the Policies.

       FRONT-END SALES LOAD--From each payment, we will deduct a charge of 3.0%
       of the payment to partially compensate us for Policy sales expenses.

    - We deduct the following monthly charges (the "Monthly Deduction") from
      Policy Value:

       MONTHLY INSURANCE PROTECTION CHARGE--The Monthly Insurance Protection
       Charge will be charged on each monthly processing date until the Final
       Payment Date. This charge compensates us for providing life insurance
       coverage for the Insured. The charge is equal to a specified amount that
       varies with the sex (unisex rates required by state law), age, smoking
       status, and underwriting class of the Insured and Death Benefit Option
       selected, for each $1,000 of the Policy's Face Amount. See Appendix E.

       MONTHLY EXPENSE CHARGE--The Monthly Expense Charge will be charged on the
       monthly processing date for the first ten years after issue or an
       increase in Face Amount. This charge reimburses the Company for
       underwriting and acquisition costs. The charge is equal to a specified
       amount that varies with the age, sex, and underwriting class of the
       Insured, for each $1,000 of the Policy's Face Amount. See Appendix G.

       MONTHLY MAINTENANCE FEE--A deduction of $7.50 will be taken from the
       Policy Value on each monthly processing date up to the Final Payment Date
       to reimburse the Company for expenses related to issuance and maintenance
       of the Contract.

       MONTHLY MORTALITY AND EXPENSE RISK CHARGE--This charge is currently equal
       to an annual rate of 0.35% of the Policy Value in each sub-account for
       the first 10 Policy years and an annual rate of 0.05% for Policy Year 11
       and later. The charge is calculated based on the Policy Value in the sub-
       accounts of the Variable Account (but not the Fixed Account) as of the
       prior Monthly Processing Date. The Company may increase this charge,
       subject to state and federal law, to an annual rate of 0.60% of the
       Policy Value in each sub-account for the first 10 Policy years and an
       annual rate of 0.30% for Policy Year 11 and later. This charge
       compensates us for assuming mortality and expense risks for variable
       interests in the Policies. This charge will continue to be assessed after
       the Final Payment Date.

       MONTHLY RIDER CHARGES--These charges will vary based on the Riders
       selected and by the sex, age, and underwriting classification of the
       Insured.

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

       SURRENDER CHARGE--A surrender charge will apply to a full surrender or
       decrease in Face Amount for up to 10 years from Date of Issue of the
       Policy or from the date of increase in Face Amount. The maximum surrender
       charge is equal to a specified amount that is based on the age, sex, and

                                       7
<PAGE>
       underwriting class (Smoker or Nonsmoker) of the Insured, for each $1,000
       of the Policy's Face Amount. During the first year after issue or an
       increase in Face Amount, 100% of the surrender charge will apply to a
       full surrender or decrease in Face Amount. The amount of the Surrender
       Charges decreases by one-ninth (11.11%) annually to 0% by the 10th
       Contract year. If there are increases in the Face Amount, each increase
       will have a corresponding surrender charge. These charges will be
       specified in a supplemental schedule of benefits at the time of the
       increase.

       - The maximum surrender charge under a Policy, per $1,000 of original
         Face Amount, is $53.43 for a female non-smoker, age 66. For more
         information, see APPENDIX E -- CALCULATION OF MAXIMUM SURRENDER
         CHARGES.

       PARTIAL WITHDRAWAL CHARGES--For each partial withdrawal, we deduct the
       following charges from Policy Value:

       - A transaction fee of 2% of the amount withdrawn, not to exceed $25 for
         each partial withdrawal (including a Free 10% Withdrawal)

       - A partial withdrawal charge of 5.0% (but not to exceed the amount of
         the outstanding surrender charge) of a withdrawal exceeding the "Free
         10% Withdrawal," described below

       The partial withdrawal charge does not apply to:

       - That part of a withdrawal equal to 10% of the Policy Value in a Policy
         year, less prior free withdrawals made in the same Policy year ("Free
         10% Withdrawal")

       - Withdrawals when no surrender charge applies.

       We reduce the Policy's outstanding surrender charge, if any, by partial
       withdrawal charges that are deducted.

    - The charges below are designed to reimburse us for Policy administrative
      costs, and apply under the following circumstances:

       CHARGE FOR OPTIONAL GUARANTEED DEATH BENEFIT RIDER--A one time
       administrative charge of $25 will be deducted from Policy Value when the
       Rider is elected.

       TRANSFER CHARGE--Currently, the first 12 transfers of Policy Value in a
       Policy year are free. A current transfer charge of $10, never to exceed
       $25, applies for each additional transfer in the same Policy year. This
       charge is for the costs of processing the transfer.

       OTHER ADMINISTRATIVE CHARGES--We reserve the right to charge for other
       administrative costs we incur. While there are no current charges for
       these costs, we may impose a charge for

       - Changing net payment allocation instructions

       - Changing the allocation of the Monthly Deduction among the various
         sub-accounts

       - Providing a projection of values

                                       8
<PAGE>
WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?

In addition to the charges described above, certain fees and expenses are
deducted from the assets of the 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>
                                                                                           TOTAL FUND
                                                  MANAGEMENT FEE     OTHER EXPENSES         EXPENSES
                                                    (AFTER ANY         (AFTER ANY      (AFTER ANY WAIVERS/
UNDERLYING FUND                                 VOLUNTARY WAIVERS)   REIMBURSEMENTS)     REIMBURSEMENTS)
- ---------------                                 ------------------   ---------------   -------------------
<S>                                             <C>                  <C>               <C>
Select Emerging Markets Fund (@)..............       1.00%*                1.19%          2.19%(1)(2)*
Select International Equity Fund..............       0.90%                 0.12%          1.02%(1)(2)
T. Rowe Price International Stock Portfolio...       1.05%                 0.00%          1.05%
Select Aggressive Growth Fund.................       0.82%***              0.07%          0.89%(1)(2)***
Select Capital Appreciation Fund..............       0.94%***              0.10%          1.04%(1)(2)***
Select Value Opportunity Fund.................       0.90%(1)*             0.08%          0.98%(1)(2)*
Select Growth Fund............................       0.81%**               0.05%          0.86%(1)(2)**
Select Strategic Growth Fund (@)..............       0.39%*                0.81%          1.20%(1)(2)*
Equity Index Fund.............................       0.29%                 0.07%          0.36%(1)
Fidelity VIP Growth Portfolio.................       0.59%                 0.09%          0.68%(3)
Select Growth and Income Fund.................       0.68%                 0.05%          0.73%(1)(2)
Investment Grade Income Fund..................       0.43%                 0.09%          0.52%(1)
Fidelity VIP Equity-Income Portfolio..........       0.49%                 0.09%          0.58%(3)
Fidelity VIP High Income Portfolio............       0.58%                 0.12%          0.70%
Money Market Fund.............................       0.26%                 0.06%          0.32%(1)
</TABLE>

(@)  Select Emerging Markets Fund and Select Strategic Growth Fund commenced
      operations on February 20, 1998. Expenses shown are annualized.

*   Amount has been adjusted to reflect a voluntary expense limitation currently
    in effect for Select Emerging Markets Fund, Select Value Opportunity Fund,
    and Select Strategic Growth Fund. Without these adjustments, the Management
    Fees and Total Fund Expenses would have been 1.35% and 2.54%, respectively
    for Select Emerging Markets Fund, 0.91% and 0.99%, respectively, for Select
    Value Opportunity Fund, and 0.85% and 1.66%, respectively for the Select
    Strategic Growth Fund.

**  Effective June 1, 1998, the management fee for the Select Growth Fund was
    revised. The Management Fee and Total Fund Expense ratios shown in the table
    above have been adjusted to assume that the revised rates took effect
    January 1, 1998.

*** Effective September 1, 1999, the management fee rates for the Select
    Aggressive growth Fund and Select Capital Appreciation Fund were revised.
    The Management Fee and Total Fund Expenses shown in the table above have
    been adjusted to assume that the revised rates took effect on January 1,
    1998.

(1)  Until further notice, Allmerica Financial Investment Management
      Services, Inc. ("AFIMS") has declared a voluntary expense limitation of
    1.35% of average net assets for Select Aggressive Growth Fund and Select
    Capital Appreciation Fund, 1.25% for Select Value Opportunity Fund, 1.50%
    for Select International Equity Fund, 1.20% for Select Growth Fund, 1.10%
    for Select Growth and Income Fund, 1.00% for Investment Grade Income Fund,
    and 0.60% for Money Market Fund and Equity Index Fund. The total operating
    expenses of these Funds of the Trust were less than their respective expense
    limitations throughout 1998.

    Until further notice, AFIMS has declared a voluntary expense limitation of
    1.20% of average daily net assets for the Select Strategic Growth Fund. In
    addition, AFIMS has agreed to voluntarily waive its management fee to the
    extent that expenses of the Select Emerging Markets Fund exceed 2.00% of the
    Fund's average daily net assets, except that such waiver shall not exceed
    the net amount of management fees earned by AFIMS from the Fund after
    subtracting fees paid by AFIMS to a sub-adviser.

                                       9
<PAGE>
    Until further notice, the Select Value Opportunity Fund's management fee
    rate has been voluntarily limited to an annual rate of 0.90% of average
    daily net assets, and total expenses are limited to 1.25% of average daily
    net assets.

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

(2)  These funds have entered into agreements with brokers whereby brokers
      rebate a portion of commissions. These amounts have been treated as
    reductions of expenses. After application of the rebate, the total annual
    fund operating expense ratios were 2.19% for Select Emerging Market Fund,
    0.86% for Select Aggressive Growth Fund, 1.02% for Select Capital
    Appreciation Fund, 0.94% for Select Value Opportunity Fund, 1.01% for Select
    International Equity Fund, 0.85% for Select Growth Fund, 1.13% for Select
    Strategic Growth Fund, and 0.70% for Select Growth and Income Fund.

(3)  A portion of the brokerage commissions that certain funds paid were used to
      reduce Fund expenses. In addition, certain funds, or Fidelity
    Management & Research Company on behalf of certain funds, have entered into
    arrangements with their custodian whereby credits realized as a result of
    uninvested cash balances were used to reduce custodian expenses. Including
    these reductions, the total operating expenses presented in the table would
    have been 0.57% for Fidelity VIP Equity-Income Portfolio, and 0.66% for
    Fidelity VIP Growth Portfolio.

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

                           SUMMARY OF POLICY FEATURES

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

There is no guaranteed minimum Policy Value. The value of a Policy 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 Policy Value will also be adjusted for other factors, including the amount
of charges imposed. The Policy will terminate if Policy Value is insufficient to
cover certain monthly charges plus loan interest accrued, or Outstanding Loans
exceed the Policy Value. The Policy Value may decrease to the point where the
Policy 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 POLICY'S OBJECTIVE?

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

    - A Net Death Benefit that can protect your family

    - Payment options that can guarantee an income for life

    - A personalized investment portfolio

    - Experienced professional investment advisers

                                       10
<PAGE>
    - Tax deferral on earnings.

While the Policy is in force, it will provide:

    - Life insurance coverage on the Insured

    - Policy Value

    - Surrender rights and partial withdrawal rights

    - Loan privileges

    - Optional insurance benefits available by Rider.

The Policy 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 Policy Value and the Death Benefit will increase
or decrease depending on investment results. Unlike traditional insurance
policies, the Policy has no fixed schedule for payments. Within limits, you may
make payments of any amount and frequency. While you may establish a schedule of
payments ("planned payments"), the Policy will not necessarily lapse if you fail
to make planned payments. Also, making planned payments will not guarantee that
the Policy will remain in force.

WHO ARE THE KEY PERSONS UNDER THE POLICY?

The Policy is a contract between you and us. Each Policy has a Policy Owner
(you), an Insured (you or another individual you select) and a beneficiary. As
Policy Owner, you make payments, choose investment allocations and select the
Insured and beneficiary. The Insured is the person covered under the Policy. 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 Policy is in effect. You may choose between three death benefit options.
Under Death Benefit Option 1 and Death Benefit Option 3, the death benefit is
the greater of (1) the Face Amount (the amount of insurance applied for) or
(2) the Guideline Minimum Death Benefit (the Guideline Minimum Death Benefit
federal tax law requires). Under Death Benefit Option 2, the death benefit is
the greater of (1) the sum of the Face Amount and Policy Value or (2) the
Guideline Minimum Death Benefit. For more information, see "Election of Death
Benefit Option" under THE POLICY.

The Net Death Benefit is the death benefit less any Outstanding Loan, partial
withdrawals, partial withdrawal costs, and due and unpaid monthly deductions.
However, after the Final Payment Date, the Net Death Benefit is the Policy Value
less any Outstanding Loan. The beneficiary may receive the Net Death Benefit in
a lump sum or under a payment option we offer.

An optional Guaranteed Death Benefit Rider is available ONLY AT ISSUE OF THE
POLICY. (The Guaranteed Death Benefit Rider may not be available in all states).
If this Rider is in effect, the Company:

    - guarantees that your Policy will not lapse regardless of the investment
      performance of the Variable Account; and

    - provides a guaranteed Net Death Benefit.

                                       11
<PAGE>
In order to maintain the Guaranteed Death Benefit Rider, certain minimum premium
payment tests must be met on each policy anniversary and within 48 months
following the Date of Issue and/or the date of any increase in Face Amount, as
described below. In addition, a one-time administrative charge of $25 will be
deducted from Policy Value when the Rider is elected. Certain transactions,
including policy loans, partial withdrawals, underwriting reclassifications,
change in face amount, and changes in Death Benefit Options, can result in the
termination of the Rider. IF THIS RIDER IS TERMINATED, IT CANNOT BE REINSTATED.
FOR MORE INFORMATION, SEE "Guaranteed Death Benefit Rider."

CAN I EXAMINE THE POLICY?

Yes. You have the right to examine and cancel your Policy by returning it to us
or to one of our representatives on or before the 10 days after you receive the
Policy or longer when state law so requires. There may be a longer period in
certain jurisdictions; see the "Right to Examine" provision in your Contract.

If your Policy provides for a full refund of payments under its "Right to
Examine Policy" 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 the bank.

Where required by state law, your refund will be the GREATER of:

    - Your entire payment OR

    - The Policy Value PLUS deductions under the Policy or by the funds for
      taxes, charges or fees.

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

    - Amounts allocated to the Fixed Account PLUS

    - The Policy Value in the Variable Account PLUS

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

After an increase in Face Amount, a right to cancel the increase also applies.

WHAT ARE MY INVESTMENT CHOICES?

Each Sub-Account invests exclusively in a corresponding Underlying Fund of the
Allmerica Investment Trust ("Trust") managed by Allmerica Financial Investment
Management Services, Inc., the Fidelity Variable Insurance Products Fund
("Fidelity VIP") managed by Fidelity Management & Research Company ("FMR"), and
T. Rowe Price International Series, Inc. ("T. Rowe Price") managed by Rowe
Price-Fleming International, Inc. ("Price-Fleming") with respect to the T. Rowe
Price International Stock Portfolio. In some states, insurance regulations may
restrict the availability of particular Underlying Funds. The Policy also offers
a Fixed Account that is part of the general account of the Company. The Fixed
Account is a guaranteed account offering a minimum interest rate. This range of
investment choices allows you to allocate you money among the Sub-Accounts and
the Fixed Account to meet your investment needs.

If your Policy provides for a full refund under its "Right to Examine Policy"
provision as required in your state, we will allocate all sub-account
investments to the Money Market Fund until the fourth day after the expiration
of the "Right to Examine" provision of your policy. After this, we will allocate
all amounts as you have chosen.

                                       12
<PAGE>
You may allocate and transfer money among the following investment options:

ALLMERICA INVESTMENT TRUST
- ------------------------------------------

Select Aggressive Growth Fund
Select Capital Appreciation Fund
Select Value Opportunity Fund
Select Emerging Markets Fund
Select International Equity Fund
Select Growth Fund
Select Strategic Growth Fund
Equity Index Fund
Select Growth and Income Fund
Investment Grade Income Fund
Money Market Fund

VARIABLE INSURANCE PRODUCTS FUND
- ------------------------------------------

Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP High Income Portfolio

T. ROWE PRICE INTERNATIONAL SERIES, INC.
- ------------------------------------------

T. Rowe Price International Stock Portfolio

The value of each Sub-Account will vary daily depending upon the performance of
the Underlying Fund in which it invests. Each Sub-Account reinvests dividends or
capital gains distributions received from an Underlying Fund in additional
shares of that Underlying Fund. There can be no assurance that the investment
objectives of the Underlying Funds can be achieved. For more information, see
DESCRIPTION OF THE COMPANY, SEPARATE ACCOUNT IMO, AND THE UNDERLYING FUNDS.

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

Yes. The Policy permits you to transfer Policy Value among the available
Sub-Accounts and between the Sub-Accounts and the General Account of the
Company, subject to certain limitations described under THE POLICY - "Transfer
Privilege." You will incur no current taxes on transfers while your money is in
the Policy.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The Policy does not limit payments as to frequency and number. However, no
payment may be less than $100 without our consent. You may choose a monthly
automatic payment method of making payments. Under this method, each month we
will deduct payments from your checking account and apply them to your Policy.
The minimum automatic payment allowed is $50.

WHAT IF I NEED MY MONEY?

You may borrow up to the loan value of your Policy. You may also make partial
withdrawals and surrender the Policy for its surrender value. There are two
types of loans that may be available to you:

    - A non-preferred loan option is always available to you. The maximum total
      loan amount is 90% of the difference between Policy Value and surrender
      charges. The Company will charge interest on the amount of the loan at a
      current annual rate of 4.8%. This current rate of interest may change, but
      is guaranteed not to exceed 6%. However, the Company will also credit
      interest on the Policy Value securing the loan. The annual interest rate
      credited to the Policy Value securing a non-preferred loan is 4.0%.

    - A preferred loan option is automatically available to you unless you
      request otherwise. The preferred loan option is available on that part of
      an Outstanding Loan that is attributable to policy earnings. The term
      "policy earnings" means that portion of the Policy Value that exceeds the
      sum of the payments made less all partial withdrawals and partial
      withdrawal charges. The Company will charge interest on the amount of the
      loan at a current annual rate of 4.00%. This current rate of interest may
      change, but is guaranteed not to exceed 4.50%. The annual interest rate
      credited to the Policy earnings securing a preferred loan is 4.0%.

                                       13
<PAGE>
We will allocate Policy 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 Policy Value in each sub-account equal
to the Policy loan to the Fixed Account.

You may surrender your Policy and receive its surrender value. After the first
Policy year, you may make partial withdrawals of $500 or more from Policy Value,
subject to possible partial withdrawal charges. Under Death Benefit Option 1 and
Death Benefit Option 3, the Face Amount is reduced by each partial withdrawal.
We will not allow a partial withdrawal if it would reduce the Face Amount below
$40,000. A surrender or partial withdrawal may have tax consequences. See
"Taxation of the Policies."

A request for a preferred loan after the Final Payment Date, a partial
withdrawal after the Final Payment Date, or the foreclosure of an Outstanding
Loan will terminate a Guaranteed Death Benefit Rider. See "Guaranteed Death
Benefit Rider." Policy loans may have tax consequences. There is some
uncertainty as to the tax treatment of a preferred loan, which may be treated as
a taxable withdrawal from the Policy. See FEDERAL TAX CONSIDERATIONS, "Policy
Loans."

CAN I MAKE FUTURE CHANGES UNDER MY POLICY?

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

    - Cancel your Policy under its right-to-examine provision

    - Transfer your ownership to someone else

    - Change the beneficiary

    - Change the allocation of payments, with no tax consequences under current
      law

    - Make transfers of Policy Value among the funds

    - Adjust the death benefit by increasing or decreasing the Face Amount

    - Change your choice of death benefit options between Death Benefit Option 1
      and Death Benefit Option 2

    - Add or remove optional insurance benefits provided by Rider

CAN I CONVERT MY POLICY INTO A FIXED POLICY?

Yes. You can convert your Policy without charge during the first 24 months after
the Date of Issue or after an increase in Face Amount. On conversion, we will
transfer the Policy Value in the Variable Account to the Fixed Account. We will
allocate all future payments to the Fixed Account, unless you instruct us
otherwise.

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY POLICY?

The Policy will not lapse if you fail to make payments unless:

    - The Policy Value is insufficient to cover the next monthly deduction and
      loan interest accrued; or

    - Outstanding Loans exceed Policy Value

There is a 62-day grace period in either situation.

                                       14
<PAGE>
If you make payments at least equal to minimum monthly payments, we guarantee
that your Policy will not lapse before the 49th monthly processing date from
Date of Issue or increase in Face Amount, within limits and excluding loan
foreclosure. If the Guaranteed Death Benefit Rider is in effect, the Policy will
not lapse regardless of the investment performance of the Variable Account
(excluding loan foreclosure). For more information, see "Guaranteed Death
Benefit Rider."

If the Insured has not died, you may reinstate your Policy within three years
after the grace period. The Insured must provide evidence of insurability
subject to our then current underwriting standards. In addition, you must either
repay or reinstate any outstanding loans and make payments sufficient to keep
the Policy in force for three months. See POLICY TERMINATION AND REINSTATEMENT.

HOW IS MY POLICY TAXED?

The Policy is given federal income tax treatment similar to a conventional fixed
benefit life insurance policy. On a withdrawal of Policy Value, Policy owners
currently are taxed only on the amount of the withdrawal that exceeds total
payments. Withdrawals greater than payments made are treated as ordinary income.
During the first 15 Policy years, however, an "interest first" rule applies to
distributions of cash required under Section 7702 of the Internal Revenue Code
("Code") because of a reduction in benefits under the Policy.

The Net Death Benefit under the Policy is excludable from the gross income of
the beneficiary. However, in some circumstances federal estate tax may apply to
the Net Death Benefit or the Policy Value.

A Policy may be considered a "modified endowment contract." This may occur if
total payments during the first seven Policy years (or within seven years of a
material change in the Policy) exceed the total net level payments payable, if
the Policy had provided paid-up future benefits after seven level annual
payments. If the Policy is considered a modified endowment contract, all
distributions (including Policy loans, partial withdrawals, surrenders and
assignments) will be taxed on an "income-first" basis. Also, a 10% penalty tax
may be imposed on that part of a distribution that is includible in income.

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

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

IT MAY NOT BE ADVANTAGEOUS TO PURCHASE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
AS A REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE, OR IF YOU ALREADY OWN A
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE 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.

                                       15
<PAGE>
               DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
                            AND THE UNDERLYING FUNDS

THE COMPANY

The Company 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. We are a wholly owned subsidiary of
First Allmerica Financial Life Insurance Company, formerly named State Mutual
Life Assurance Company of America ("First Allmerica"), which in turn is a
wholly-owned subsidiary of Allmerica Financial Corporation. First Allmerica was
organized under the laws of Massachusetts in 1844 and is the fifth oldest life
insurance company in America. Our Principal Office is 440 Lincoln Street,
Worcester, Massachusetts 01653, Telephone 1-800-628-6267. 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 fifteen sub-accounts.
Each sub-account invests in a fund of the Trust, Fidelity VIP, or T. Rowe Price.
The assets used to fund the variable part of the Policies 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 establishment of the Variable Account by
vote on June 13, 1996. The Variable Account meets the definition of "separate
account" under federal securities laws. It is registered with the Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 ("1940 Act"). This registration does not involve SEC
supervision of the management or investment practices or policies of the
Variable Account or of the Company. We reserve the right, subject to law, to
change the names of the Variable Account and the sub-accounts.

THE TRUST

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

First Allmerica established the Trust as a Massachusetts business trust on
October 11, 1984. The Trust is a vehicle for the investment of assets of various
separate accounts established by the Company, or other insurance companies.
Shares of the Trust are not offered to the public but solely to the separate
accounts. Ten different investment portfolios of the Trust are available under
the Policies, each issuing a series of shares: the Select Emerging Markets Fund,
Select International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Value Opportunity Fund, Select Growth Fund, Select
Strategic Growth Fund, Select Growth and Income Fund, Select Income Fund and
Money Market Fund. The assets of each fund are held separate from the assets of
the other funds. Each fund operates as a separate investment vehicle. The income
or losses of one fund have no effect on the investment performance of another
fund. The sub-accounts

                                       16
<PAGE>
reinvest dividends and/or capital gains distributions received from a fund in
more shares of that fund as retained assets.

AFIMS serves as investment manager of the Trust. AFIMS has entered into
agreements with other investment managers ("Sub-Advisers"), who manage the
investments of the funds. See "Investment Advisory Services to the Trust."

FIDELITY VIP

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

T. ROWE PRICE

T. Rowe Price, managed by Rowe Price-Fleming International, Inc.
("Price-Fleming"), is an open-end, diversified, management investment company
organized as a Maryland corporation in 1994 and registered with the SEC under
the 1940 Act. One of its investment portfolios is available under the Policies:
the T. Rowe Price International Stock Portfolio. T. Rowe Price
Associates, Inc., an affiliate of Price-Fleming, serves as sub-adviser to the
Select Capital Appreciation Fund of the Trust.

                       INVESTMENT OBJECTIVES AND POLICIES

A summary of investment objectives of the funds is set forth below. BEFORE
INVESTING, READ CAREFULLY THE PROSPECTUSES OF THE TRUST, FIDELITY VIP, AND T.
ROWE PRICE THAT ACCOMPANY THIS PROSPECTUS. THEY CONTAIN MORE DETAILED
INFORMATION ON THE FUNDS' INVESTMENT OBJECTIVES, RESTRICTIONS, RISKS AND
EXPENSES. Statements of Additional Information for the funds are available on
request. The investment objectives of the funds may not be achieved. Policy
Value may be less than the aggregate payments made under the Policy.

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

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

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

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

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

                                       17
<PAGE>
SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital by investing
primarily in a diversified portfolio of common stocks of small and mid-size
companies, whose securities at the time of purchase are considered by the
Sub-Adviser to be undervalued. The Sub-Adviser for the Select Value Opportunity
Fund is Cramer Rosenthal McGlynn, LLC.

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

SELECT STRATEGIC GROWTH FUND -- seeks long-term growth of capital by investing
primarily in common stocks of established companies. The Sub-Adviser for the
Select Strategic Growth Fund is Cambiar Investors, Inc.

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

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

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

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

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

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

INVESTMENT GRADE INCOME FUND -- seeks to invest in a diversified portfolio of
fixed income securities with the objective of seeking as high a level of total
return (including both income and realized and unrealized capital gains) as is
consistent with prudent investment management.

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

If there is a material change in the investment policy of a fund, we will notify
you of the change. If you have Policy Value allocated to that fund, you may
without charge reallocate the Policy Value to another fund or to the Fixed
Account. We must receive your written request within 60 days of the LATEST of
the:

    - Effective date of the change in the investment policy OR

    - Receipt of the notice of your right to transfer.

                                       18
<PAGE>
                          INVESTMENT ADVISORY SERVICES

Each Underlying Fund pays a management fee to an investment manager or adviser
for managing and providing services to the Underlying Fund; however, management
fee waivers and/or reimbursements may be in effect for certain or all of the
Underlying Funds. For specific information regarding the existence and effect of
any 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 ADVISORY SERVICES TO THE TRUST

The Trustees have responsibility for the supervision of the affairs of the
Trust. The Trustees have entered into a management agreement with AFIMS, an
indirectly wholly owned subsidiary of First Allmerica. AFIMS, subject to Trustee
review, is responsible for the daily affairs of the Trust and the general
management of the funds. AFIMS performs administrative and management services
for the Trust, furnishes to the Trust all necessary office space, facilities and
equipment, and pays the compensation, if any, of officers and Trustees who are
affiliated with AFIMS.

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

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

    - Other fees payable to the SEC

    - Independent public accountant, legal and custodian fees

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

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

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

Under the management agreement with the Trust, AFIMS has entered into agreements
with investment advisers ("Sub-Advisers") selected by AFIMS and Trustees in
consultation with BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a pension
consulting firm. The cost of such consultation services is borne by AFIMS. As a
consultant, BARRA RogersCasey has no decision-making authority with respect to
the Funds, and is not responsible for any advice provided by AFIMS or the
Sub-Advisers. The Sub-Advisers (other than Allmerica Asset Management, Inc.) are
not affiliated with the Company or the Trust.

                                       19
<PAGE>
For providing its services under the management agreement, AFIMS receives a fee,
computed daily at an annual rate based on the average daily net asset value of
each fund as follows:

<TABLE>
<S>                               <C>                  <C>
Select Emerging Markets Fund      *                    1.35%

Select International Equity Fund  First $100 million   1.00%
                                  Next $150 million    0.90%
                                  Over $250 million    0.85%

Select Aggressive Growth Fund     First $100 million   1.00%
                                  Next $150 million    0.90%
                                  Next $250 million    0.80%
                                  Next $500 million    0.70%
                                  Over $1 billion      0.65%

Select Capital Appreciation Fund  First $100 million   1.00%
                                  Next $150 million    0.90%
                                  Next $250 million    0.80%
                                  Next $500 million    0.70%
                                  Over $1 billion      0.65%

Select Value Opportunity Fund     First $100 million   1.00%
                                  Next $150 million    0.85%
                                  Next $250 million    0.80%
                                  Next $250 million    0.75%
                                  Over $750 million    0.70%

Select Growth Fund                First $250 million   0.85%
                                  Next $250 million    0.80%
                                  Next $250 million    0.75%
                                  Over $750 million    0.70%

Select Strategic Growth Fund      *                    0.85%

Equity Index Fund                 First $50 million    0.35%
                                  Next $200 million    0.30%
                                  Over $250 million    0.25%

Select Growth and Income Fund     First $100 million   0.75%
                                  Next $150 million    0.70%
                                  Over $250 million    0.65%

Investment Grade Income Fund      First $50 million    0.50%
                                  Next $50 million     0.45%
                                  Over $100 million    0.40%

Select Income Fund                First $50 million    0.60%
                                  Next $50 million     0.55%
                                  Over $100 million    0.45%

Money Market Fund                 First $50 million    0.35%
                                  Next $200 million    0.25%
                                  Over $250 million    0.20%
</TABLE>

* For the Select Emerging Markets Fund and the Select Strategic Growth Fund, the
investment management fee does not vary according to the level of assets in the
Fund.

                                       20
<PAGE>
Pursuant to the Management Agreement with the Trust, AFIMS has entered into
agreements ("Sub-Adviser Agreements") with other investment advisers
("Sub-Advisers") under which each Sub-Adviser manages the investments of one or
more of the Funds. Under the Sub-Adviser Agreements, the Sub-Advisers are
authorized to engage in portfolio transactions on behalf of the applicable Fund,
subject to such general or specific instructions as may be given by the
Trustees. AFIMS is solely responsible for the payment of all fees for investment
management services to the Sub-Advisers. Sub-Adviser fees, described in the
Trust's prospectus, in no way increase the costs that the funds, Variable
Account and Policy owners bear.

INVESTMENT ADVISORY SERVICES TO FIDELITY VIP

For managing investments and business affairs, each Portfolio pays a monthly
management fee to FMR. The prospectus of VIP contains additional information
concerning the Portfolios, including information concerning additional expenses
paid by the Portfolios, and should be read in conjunction with this Prospectus.

The fee for each fund is calculated by adding a group fee rate to an individual
fund fee rate, multiplying the result by the fund's monthly average net assets,
and dividing by twelve.

The Fidelity VIP High Income Portfolio's annual fee rate is made up of the sum
of two components:

1.  A group fee rate based on the average net assets of all the mutual funds
    advised by FMR. On an annual basis, this rate cannot rise above 0.37%, and
    drops as total assets under management increase.

2.  An individual fund fee rate of 0.45% for the Fidelity VIP High Income
    Portfolio.

The Fidelity VIP Growth and the Fidelity VIP Equity-Income Portfolios' annual
fee rates are each made up of two components:

1.  A group fee rate based on the average net assets of all the mutual funds
    advised by FMR. On an annual basis, this rate cannot rise above 0.52%, and
    drops as total assets under management increase.

2.  An individual fund fee rate 0.30% for the Fidelity VIP Growth Portfolio and
    0.20% for the Fidelity VIP Equity-Income Portfolio.

Thus, the Fidelity VIP High Income Portfolio may have a fee as high as 0.82%.
The Fidelity VIP Growth Portfolio may have a fee of as high as 0.82% of its
average net assets. The Fidelity VIP Equity-Income Portfolio may have a fee as
high as 0.72% of its average net assets.

INVESTMENT ADVISORY SERVICES TO T. ROWE PRICE

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

                                   THE POLICY

APPLYING FOR A POLICY

After receiving a completed application or enrollment form from a prospective
Policy 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 Policy only after underwriting has been
completed. We may reject an application or enrollment form that does not meet
our underwriting guidelines.

If a prospective Policy owner makes an initial payment of at least one minimum
monthly payment, we will provide fixed conditional insurance during
underwriting. The fixed conditional insurance will be the insurance applied for,
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 enrollment form or, if required, the completed medical exam. If death is by
suicide, we will return only the premium paid.

                                       21
<PAGE>
If no fixed conditional insurance was in effect, on Policy delivery we will
require a sufficient payment to place the insurance in force. If you made
payments before the date of issue, we will allocate the payments to the Fixed
Account. IF THE POLICY IS NOT ISSUED AND ACCEPTED BY YOU, THE PAYMENTS WILL BE
RETURNED TO YOU WITHOUT INTEREST.

If the Policy is issued, we will allocate your Policy Value on issuance
according to your instructions. However, if your Policy provides for a full
refund of payments under its "Right to Examine Policy" provision as required in
your state (see THE POLICY -- "Free-Look Period"), we will initially allocate
your sub-account investments to the Money Market Fund. This allocation to the
Money Market Fund will be until the fourth day after the expiration of the
"Right to Examine" provision of your policy.

After this, we will allocate all amounts according to your investment choices.

FREE-LOOK PERIOD

The Policy provides for a free look period. You have the right to examine and
cancel your Policy by returning it to us or to one of our representatives on or
before the 10 days after you receive the Policy or longer when state law so
requires. There may be a longer period in certain jurisdictions; see the "Right
to Examine" provision in your Contract.

If your Policy provides for a full refund under its "Right to Examine Policy"
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, however, your refund will be the GREATER of

    - Your entire payment OR

    - The Policy Value PLUS deductions under the Policy for taxes, charges or
      fees

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

    - Amounts allocated to the Fixed Account PLUS

    - The Policy Value in the Variable Account PLUS

    - All fees, charges and taxes which have been imposed

After an increase in Face Amount, we will mail or deliver a notice of a free
look for the increase. You will have the right to cancel the increase before the
10 days after you receive the Policy or longer when state law so requires. There
may be a longer period in certain jurisdictions; see the "Right to Examine"
provision in your Contract.

On canceling the increase, you will receive a credit to your Policy Value of the
charges deducted for the increase. Upon request, we will refund the amount of
the credit to you. We will waive any surrender charge computed for the increase.

CONVERSION PRIVILEGE

Within 24 months of the Date of Issue or an increase in Face Amount, you can
convert your Policy into a Fixed Policy by transferring all Policy 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 all future payments to the Fixed Account, unless you instruct us
otherwise.

                                       22
<PAGE>
PAYMENTS

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

You may establish a schedule of planned payments. If you do, we will bill you at
regular intervals. Making planned payments will not guarantee that the Policy
will remain in force. The Policy will not necessarily lapse if you fail to make
planned payments. You may make unscheduled payments before the Final Payment
Date or skip planned payments. If the Guaranteed Death Benefit Rider is in
effect, there are certain minimum payment requirements.

The Policy does not limit payments as to frequency and number. However, no
payment may be less than $100 without our consent. You may choose a monthly
automatic payment method of making payments. Under this method, each month we
will deduct payments from your checking account and apply them to your Policy.
The minimum automatic payment allowed is $50. Payments must be sufficient to
provide a positive policy value (less Outstanding Loans) at the end of each
Policy month or the Policy may lapse. See POLICY TERMINATION AND REINSTATEMENT.

During the first 48 Policy months following the Date of Issue or an increase in
Face Amount, a guarantee may apply to prevent the Policy from lapsing. The
guarantee will apply during this period if you make payments that, when reduced
by policy loans, partial withdrawals and partial withdrawal costs, equal or
exceed the required minimum monthly payments. The required minimum monthly
payments are based on the number of months the Policy, increase in Face Amount
or policy change that causes a change in the minimum monthly payment has been in
force. MAKING MONTHLY PAYMENTS EQUAL TO THE MINIMUM MONTHLY PAYMENTS DOES NOT
GUARANTEE THAT THE POLICY WILL REMAIN IN FORCE, EXCEPT AS STATED IN THIS
PARAGRAPH.

Under Death Benefit Option 1 and Death Benefit Option 2, total payments may not
exceed the current maximum payment limits under federal tax law. These limits
will change with a change in Face Amount, underwriting reclassifications, the
addition or deletion of a Rider, or a change between Death Benefit Option 1 and
Death Benefit Option 2. Where total payments would exceed the current maximum
payment limits, the excess first will be applied to repay any Outstanding Loans.
If there are remaining excess payments, any such excess payments will be
returned to you. However, we will accept a payment needed to prevent Policy
lapse during a Policy year. See POLICY TERMINATION AND REINSTATEMENT.

ALLOCATION OF NET PAYMENTS

The net payment equals the payment made less the payment expense charge. In the
application or enrollment form for your Policy, you decide the initial
allocation of the net payment among the Fixed Account and the sub-accounts. You
may allocate payments to one or more of the sub-accounts. The minimum amount
that you may allocate to a sub-account is 1.00% of the net payment. Allocation
percentages must be in whole numbers (for example, 33 1/3% may not be chosen)
and must total 100%.

You may change the allocation of future net payments 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 or enrollment form. 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.

                                       23
<PAGE>
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 Policy Value in the sub-accounts will vary with investment experience. You
bear this investment risk. Investment performance may also affect the death
benefit. Please review your allocations of payments and Policy Value as market
conditions and your financial planning needs change.

TRANSFER PRIVILEGE

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 Policy Value held in the Fixed Account that secures
a Policy loan.) We will make transfers at your written request or telephone
request, as described in THE POLICY -"Allocation of Net Payments." Transfers are
effected at the value next computed after receipt of the transfer order.

Currently, the first 12 transfers in a Policy year are free. After that, we will
deduct a $10 transfer charge from amounts transferred in that Policy year. We
reserve the right to increase the charge, but we guarantee the charge will never
exceed $25. Any transfers made for a conversion privilege, Policy loan or
material change in investment policy or under an automatic transfer option will
not count toward the 12 free transfers.

The transfer privilege is 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

    - Maximum amounts that may be transferred from the Fixed Account

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

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

    - You may make only one transfer involving the Fixed Account in each policy
      quarter

These rules are subject to change by the Company.

DOLLAR-COST AVERAGING OPTION AND AUTOMATIC REBALANCING OPTION

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

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

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

Automatic transfers may be made on a monthly, quarterly, semi-annual or annual
schedule. You may request the day of the month on which automatic transfers will
occur (the "transfer date). If you do not choose a transfer date, the transfer
date will be the 15th of the scheduled month. However, if the transfer date is
not a

                                       24
<PAGE>
business day, the automatic transfer will be processed on the next business day.
Each automatic transfer is free, and will not reduce the remaining number of
transfers that are free in a Policy year.

DEATH BENEFIT

GUIDELINE MINIMUM DEATH BENEFIT. In order to qualify as "life insurance" under
the Federal tax laws, this Policy must provide a Guideline Minimum Death
Benefit. The Guideline Minimum Death Benefit will be determined as of the date
of death. If Death Benefit Option 1 or Death Benefit Option 2 is in effect, the
Guideline Minimum Death Benefit is obtained by multiplying the Policy Value by a
percentage factor for the Insured's attained age, as shown in the table in
Appendix A. If Death Benefit Option 3 is in effect, the Guideline Minimum Death
Benefit is obtained by multiplying the Policy Value by a percentage for the
Insured's attained age, sex, and underwriting class, as set forth in the Policy.

The Guideline Minimum Death Benefit Table in Appendix A is used when Death
Benefit Option 1 or Death Benefit Option 2 is in effect. The Guideline Minimum
Death Benefit Table in Appendix A reflects the requirements of the "guideline
premium/guideline death benefit" test set forth in the Federal tax laws.
Guideline Minimum Death Benefit factors are set forth in the Policy when Death
Benefit Option 3 is in effect. These factors reflect the requirements of the
"cash value accumulation" test set forth in the Federal tax laws. The Guideline
Minimum Death Benefit factors will be adjusted to conform to any changes in the
tax laws. For more information, see ELECTION OF DEATH BENEFIT OPTIONS, below.

NET DEATH BENEFIT. If the Policy is in force on the Insured's death, we will,
with due proof of death, pay the Net Death Benefit to the named beneficiary. 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 POLICY PROVISIONS -- "Delay of Payments." The beneficiary may receive the
Net Death Benefit in a lump sum or under a payment option. See APPENDIX C --
PAYMENT OPTIONS.

The Net Death Benefit depends on the current Face Amount and Death Benefit
Option that is in effect on the date of death. Before the Final Payment Date,
the Net Death Benefit is:

    - The death benefit provided under Death Benefit Option 1, Death Benefit
      Option 2, or Death Benefit Option 3, whichever is elected and in effect on
      the date of death, PLUS

    - Any other insurance on the Insured's life that is provided by Rider, MINUS

    - Any Outstanding Loan, any partial withdrawals, partial withdrawal costs,
      and due and unpaid monthly charges through the Policy month in which the
      Insured dies.

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

    - The Policy Value MINUS

    - Any Outstanding Loan

Where permitted by state law, we will compute the Net Death Benefit on

    - The date we receive due proof of the Insured's death under Death Benefit
      Option 2 OR

    - The date of death for Death Benefit Options 1 and 3.

If required by state law, we will compute the Net Death Benefit on the date of
death for Death Benefit Option 2 as well as for Death Benefit Options 1 and 3.

                                       25
<PAGE>
ELECTION OF DEATH BENEFIT OPTIONS

Federal tax law requires a Guideline Minimum Death Benefit in relation to Policy
Value for a Contract to qualify as life insurance. Under current Federal tax
law, either the Guideline Premium Test or the Cash Value Accumulation Test can
be used to determine if the Contract complies with the definition of "life
insurance" under the Code. At the time of application, you may elect either of
the tests. If you elect the Guideline Premium Test, you will have the choice of
electing Death Benefit Option 1 or Death Benefit Option 2. If you elect the Cash
Value Accumulation Test, Death Benefit Option 3 will apply.

GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST -- There are two main
differences between the Guideline Premium Test and the Cash Value Accumulation
Test. First, the Guideline Premium Test limits the amount of premium that may be
paid into a Contract, while no such limits apply under the Cash Value
Accumulation Test. Second, the factors that determine the Guideline Minimum
Death Benefit relative to the Policy Value are different. APPLICANTS FOR A
POLICY SHOULD CONSULT A QUALIFIED TAX ADVISER IN CHOOSING BETWEEN THE GUIDELINE
PREMIUM TEST AND THE CASH VALUE ACCUMULATION TEST AND IN CHOOSING A DEATH
BENEFIT OPTION.

The Guideline Premium Test limits the amount of premiums payable under a
Contract to a certain amount for an Insured of a particular age, sex, and
underwriting class. Under the Guideline Premium Test, you may choose between
Death Benefit Option 1 or Death Benefit Option 2, as described below. After
issuance of the Contract, you may change the selection from Death Benefit
Option 1 to Death Benefit Option 2, or vice versa.

The Cash Value Accumulation Test requires that the Death Benefit must be
sufficient so that the cash Surrender Value does not at any time exceed the net
single premium required to fund the future benefits under the Contract. Under
the Cash Value Accumulation Test, required increases in the Guideline Minimum
Death Benefit (due to growth in Policy Value) will generally be greater than
under the Guideline Premium Test. If you choose the Cash Value Accumulation
Test, ONLY Death Benefit Option 3 is available. You may NOT switch between Death
Benefit Option 3 to Death Benefit Option 1 or to Death Benefit Option 2, or vice
versa.

DEATH BENEFIT OPTION 1 -- LEVEL DEATH BENEFIT WITH GUIDELINE PREMIUM TEST. Under
Option 1, the Death Benefit is equal to the greater of the Face Amount or the
Guideline Minimum Death Benefit, as set forth in Table A in Appendix A. The
Death Benefit will remain level unless the Guideline Minimum Death Benefit is
greater than the Face Amount. If the Guideline Minimum Death Benefit is greater
than the Face Amount, the Death Benefit will vary as the Policy Value varies.

Death Benefit Option 1 will offer the best opportunity for the Policy Value to
increase without increasing the Death Benefit as quickly as it might under the
other options. The Death Benefit will never go below the Face Amount.

DEATH BENEFIT OPTION 2 -- ADJUSTABLE DEATH BENEFIT WITH GUIDELINE PREMIUM
TEST.Under Option 2, the Death Benefit is equal to the greater of (1) the Face
Amount plus the Policy Value or (2) the Guideline Minimum Death Benefit, as set
forth in Table A in Appendix A. The Death Benefit will vary as the Policy Value
changes, but will never be less than the Face Amount.

Death Benefit Option 2 will offer the best opportunity to have an increasing
Death Benefit as early as possible. The Death Benefit will increase whenever
there is an increase in the Policy Value, and will decrease whenever there is a
decrease in the Policy Value. The Death Benefit will never go below the Face
Amount.

DEATH BENEFIT OPTION 3 -- LEVEL DEATH BENEFIT WITH CASH VALUE ACCUMULATION
TEST.Under Option 3, the Death Benefit will equal the greater of (1) the Face
Amount or (2) the Policy Value multiplied by the applicable factor as set forth
in the Policy. The applicable factor depends upon the Underwriting Class, sex
(unisex if required by law), and then-attained age of the Insured. The factors
decrease slightly from year to year as the attained age of the Insured
increases.

                                       26
<PAGE>
Death Benefit Option 3 will offer the best opportunity for an increasing death
benefit in later Policy years and/ or to fund the Policy at the "seven-pay"
limit for the full seven years. When the Policy Value multiplied by the
applicable death benefit factor exceeds the Face Amount, the Death Benefit will
increase whenever there is an increase in the Policy Value, and will decrease
whenever there is a decrease in the Policy Value. However, the Death Benefit
will never go below the Face Amount.

ALL DEATH BENEFIT OPTIONS MAY NOT BE AVAILABLE IN ALL STATES.

ILLUSTRATIONS

For the purposes of the following illustrations, assume that the Insured is
under the age of 40, and that there is no Outstanding Loan.

ILLUSTRATION OF DEATH BENEFIT OPTION 1 -- Under Option 1, a Policy 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 250% of Policy Value (from
Appendix A), if the Policy Value exceeds $40,000 the death benefit will exceed
the $100,000 Face Amount. In this example, each dollar of Policy Value above
$40,000 will increase the death benefit by $2.50.

For example, a Policy with a Policy Value of

    - $50,000 will have a Guideline Minimum Death Benefit of $125,000 (e.g.,
      $50,000 X 2.50);

    - $60,000 will produce a Guideline Minimum Death Benefit of $150,000 (e.g.,
      $60,000 X 2.50)

    - $75,000 will produce a Guideline Minimum Death Benefit of $187,500 (e.g.,
      $75,000 X 2.50).

Similarly, if Policy Value exceeds $40,000, each dollar taken out of Policy
Value will reduce the death benefit by $2.50. If, for example, the Policy 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 $150,000
to $125,000. However, the death benefit will never be less than the Face Amount
of the Policy.

The Guideline Minimum Death Benefit Factor 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 185%. The
death benefit would be greater than $100,000 Face Amount when the Policy Value
exceeds $54,054 (rather than $40,000), and each dollar then added to or taken
from Policy Value would change the death benefit by $1.85.

ILLUSTRATION OF DEATH BENEFIT OPTION 2 -- Under Option 2, assume that the
Insured is under the age of 40 and that there is no Outstanding Loan. The Face
Amount of the Policy is $100,000.

Under Death Benefit Option 2, a Policy with a Face Amount of $100,000 will
produce a death benefit of $100,000 plus Policy Value. For example, a Policy
with Policy Value of

    - $10,000 will produce a death benefit of $110,000 (e.g., $100,000 +
      $10,000);

    - $25,000 will produce a death benefit of $125,000 (e.g., $100,000
      +$25,000);

    - $50,000 will produce a death benefit of $150,000 (e.g., $100,000 +
      $50,000).

However, the Guideline Minimum Death Benefit must be at least 250% of the Policy
Value. Therefore, if the Policy Value is greater than $66,667, 250% of the
Policy Value will be Guideline Minimum Death Benefit. The Guideline Minimum
Death Benefit will be greater than the Face Amount plus Policy Value. In this

                                       27
<PAGE>
example, each dollar of Policy Value above $66,667 will increase the death
benefit by $2.50. For example, if the Policy Value is

    - $70,000, the Guideline Minimum Death Benefit will be $175,000 (e.g.,
      $70,000 X 2.50);

    - $80,000, the Guideline Minimum Death Benefit will be $200,000 (e.g.,
      $80,000 X 2.50);

    - $90,000, the Guideline Minimum Death Benefit will be $225,000 (e.g.,
      $90,000 X 2.50).

Similarly, if Policy Value exceeds $66,667, each dollar taken out of Policy
Value will reduce the death benefit by $2.50. If, for example, the Policy Value
is reduced from $80,000 to $70,000 because of partial withdrawals, charges or
negative investment performance, the death benefit will be reduced from $200,000
to $175,000. If, however, the Policy Value TIMES

    - The Guideline Minimum Death Benefit factor is LESS THAN

    - The Face Amount PLUS Policy Value, THEN

    - The death benefit will be the Face Amount PLUS Policy Value.

The Guideline Minimum Death Benefit factor becomes lower as the Insured's age
increases. If the Insured's age in the above example were 50, the death benefit
must be at least 185% of the Policy Value. The death benefit would be the sum of
the Policy Value plus $100,000 unless the Policy Value exceeded $117,647 (rather
than $66,667). Each dollar added to or subtracted from the Policy would change
the death benefit by $1.85.

ILLUSTRATION OF DEATH BENEFIT OPTION 3 -- In this illustration, assume that the
insured is a male, age 35, preferred non-smoker and that there is no Outstanding
Loan.

Under Death Benefit Option 3, a Policy with a Face Amount of $100,000 will have
a death benefit of $100,000. However, because the death benefit must be equal to
or greater than 437% of policy value (in policy year 1), if the Policy Value
exceeds $22,883 the death benefit will exceed the $100,000 face amount. In this
example, each dollar of Policy Value above $22,883 will increase the death
benefit by $4.37.

For example, a Policy with a Policy Value of:

    - $50,000 will have a Death Benefit of $218,500 ($50,000 x 4.37);

    - $60,000 will produce a Death Benefit of $262,200 ($60,000 x 4.37);

    - $75,000 will produce a Death Benefit of $327,750 ($75,000 x 4.37).

Similarly, if Policy Value exceeds $22,883, each dollar taken out of policy
value will reduce the death benefit by $4.37. If, for example, the policy 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 $262,200
to $218,500. If, however, the product of the Policy Value times the applicable
percentage 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 35), the
applicable percentage would be 270% (in policy year 1).

The death benefit would not exceed the $100,000 face amount unless the Policy
Value exceeded $37,037 (rather than $22,883), and each dollar then added to or
taken from policy value would change the death benefit by $2.70.

                                       28
<PAGE>
CHANGING BETWEEN DEATH BENEFIT OPTION 1 AND DEATH BENEFIT 2

You may change between Death Benefit Option 1 and Death Benefit Option 2 once
each Policy year by written request. (YOU MAY NOT CHANGE BETWEEN DEATH BENEFIT
OPTION 3 TO DEATH BENEFIT OPTION 1 OR TO DEATH BENEFIT OPTION 2, OR VICE VERSA).
Changing options may require evidence of insurability. The change takes effect
on the monthly processing date on or following the date of underwriting
approval. We will impose no charge for changes in death benefit options.

CHANGE FROM DEATH BENEFIT OPTION 1 TO DEATH BENEFIT OPTION 2. If you change
Death Benefit Option 1 to Death Benefit Option 2, we will decrease the Face
Amount to equal:

    - The death benefit MINUS

    - The Policy Value on the date of the change

The change may not be made if the Face Amount would fall below $50,000. After
the change from Death Benefit Option 1 to Death Benefit Option 2, future Monthly
Insurance Protection charges may be higher or lower than if no change in option
had been made. However, the insurance protection amount will always equal the
Face Amount, unless the Guideline Minimum Death Benefit applies.

CHANGE FROM DEATH BENEFIT OPTION 2 TO DEATH BENEFIT OPTION 1. If you change
Death Benefit Option 2 to Death Benefit Option 1, we will increase the Face
Amount by the Policy Value on the date of the change. The death benefit will be
the GREATER of:

    - The new Face Amount or

    - The Guideline Minimum Death Benefit under Death Benefit Option 1

After the change from Death Benefit Option 2 to Death Benefit Option 1, an
increase in Policy Value will reduce the insurance protection amount and the
Monthly Insurance Protection charge. A decrease in Policy Value will increase
the insurance protection amount and the Monthly Insurance Protection charge.

A change in death benefit option may result in total payments exceeding the then
current maximum payment limitation under federal tax law. Where total payments
would exceed the current maximum payment limits, the excess first will be
applied to repay any Outstanding Loans. If there are remaining excess payments,
any such excess payments will be returned to you. However, we will accept a
payment needed to prevent Policy lapse during a Policy year.

A change from Death Benefit Option 2 to Death Benefit Option 1 within five
policy years of the Final Payment Date will terminate a Guaranteed Death Benefit
Rider.

GUARANTEED DEATH BENEFIT RIDER (NOT AVAILABLE IN ALL STATES)

An optional Guaranteed Death Benefit Rider is available only at issue of the
Policy. If this Rider is in effect, the Company:

    - guarantees that your Policy will not lapse regardless of the investment
      performance of the Variable Account and

    - provides a guaranteed Net Death Benefit.

In order to maintain the Guaranteed Death Benefit Rider, certain minimum premium
payment tests must be met on each Policy anniversary and within 48 months
following the Date of Issue and/or the date of any

                                       29
<PAGE>
increase in Face Amount, as described below. In addition, a one-time
administrative charge of $25 will be deducted from Policy Value when the Rider
is elected. Certain transactions, including policy loans, partial withdrawals,
underwriting reclassifications, change in face amount, and change in Death
benefit Option, can result in the termination of the Rider. If this Rider is
terminated, it cannot be reinstated.

GUARANTEED DEATH BENEFIT TESTS.

While the Guaranteed Death Benefit Rider is in effect, the Policy will not lapse
if the following two tests are met:

1.  Within 48 months following the Date of Issue of the Policy or of any
    increase in the Face Amount, the sum of the premiums paid, less any
    Outstanding Loans, partial withdrawals and withdrawal charges, must be
    greater than the minimum monthly payment multiplied by the number of months
    which have elapsed since the relevant Date of Issue; and

2.  On each Policy anniversary, (a) must exceed (b), where, since the Date of
    Issue:

    (a) is the sum of your premiums, less any withdrawals, partial withdrawal
       charges and Outstanding Loans, which is classified as a preferred loan;
       and

    (b) is the sum of the minimum Guaranteed Death Benefit premiums, as shown on
       the specifications page of the Policy.

GUARANTEED DEATH BENEFIT.

If the Guaranteed Death Benefit Rider is in effect on the Final Premium Payment
Date, a guaranteed Death Benefit will be provided as long as the Rider is in
force. The Death Benefit will be the greater of:

    - the Face Amount as of the Final Premium Payment Date; or

    - the Policy Value as of the date due proof of death is received by the
      Company.

TERMINATION OF THE GUARANTEED DEATH BENEFIT RIDER.

The Guaranteed Death Benefit Rider will end and may not be reinstated on the
first to occur of the following:

    - foreclosure of an Outstanding Loan; or

    - the date on which the sum of your payments less withdrawals and loans does
      not meet or exceed the applicable Guaranteed Death Benefit test (above);
      or

    - any Policy change that results in a negative guideline level premium; or

    - the effective date of a change from Death Benefit Option 2 to Death
      Benefit Option 1, if such changes occur within 5 policy years of the Final
      Payment Date; or

    - a request for a partial withdrawal or preferred loan is made after the
      Final Premium Payment Date.

It is possible that the Policy Value will not be sufficient to keep the Policy
in force on the first Monthly Payment Date following the date the Rider
terminates.

CHANGE IN FACE AMOUNT

You may increase or decrease the Face Amount by written request. An increase or
decrease in the Face Amount takes effect on the LATER of the:

    - The monthly processing date on or next following date of receipt of your
      written request or

                                       30
<PAGE>
    - The date of approval of your written request, if evidence of insurability
      is required

INCREASES -- You must submit with your written request for an increase
satisfactory evidence of insurability. The consent of the Insured is also
required whenever the Face Amount is increased. An increase in Face Amount may
not be less than $10,000. You may not increase the Face Amount after the Insured
reaches age 85. A written request for an increase must include a payment if the
policy value less debt is less than the sum of three minimum monthly payments

We will also compute a new surrender charge based on the amount of the increase.
An increase in the Face Amount will increase the insurance protection amount
and, therefore, the Monthly Insurance Protection charges. After increasing the
Face Amount, you will have the right, during a free-look period, to have the
increase canceled. See THE POLICY -- "Free-Look Period." If you exercise this
right, we will credit to your Policy the charges deducted for the increase,
unless you request a refund of these charges.

DECREASES -- You may decrease the Face Amount by written request. The minimum
amount for a decrease in Face Amount is $10,000. The minimum Face Amount
required after a decrease is $50,000. If

- - you have chosen the Guideline Premium Test and the Policy would not comply
  with the maximum payment limitations under federal tax law; and

- - If you have previously made payments in excess of the amount allowed for the
  lower Face Amount, then the excess payments will first be used to repay
  Outstanding Loans, if any. If there are any remaining excess payments, we will
  pay any such excess to you. A return of Policy Value may result in tax
  liability to you.

A decrease in the Face Amount will lower the insurance protection amount and,
therefore, the Monthly Insurance Protection charge. In computing the Monthly
Insurance Protection charge, a decrease in the Face Amount will reduce the Face
Amount in the following order:

    - the Face Amount provided by the most recent increase;

    - the next most recent increases successively; and

    - the initial Face Amount

On a decrease in the Face Amount, we will deduct from the Policy Value, if
applicable, any surrender charge. You may allocate the deduction to one
sub-account. If you make no allocation, we will make a pro-rata allocation. We
will reduce the surrender charge by the amount of any surrender charge deducted.

POLICY VALUE

The Policy Value is the total value of your Policy. 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 Policy Value. Policy Value on any date depends on
variables that cannot be predetermined.

Your Policy Value is affected by the:

    - Frequency and amount of your net payments

                                       31
<PAGE>
    - Interest credited in the Fixed Account

    - Investment performance of your sub-accounts

    - Partial withdrawals

    - Loans, loan repayments and loan interest paid or credited

    - Charges and deductions under the Policy

    - Death Benefit Option

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

    - Accumulations in the Fixed Account, minus

    - The Monthly Deductions due

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

    - Accumulations in the Fixed Account PLUS

    - The SUM of the PRODUCTS of:

       - The number of units in each sub-account TIMES

       - The value of a unit in each sub-account on the Valuation Date

THE UNIT -- We allocate each net 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 Policy is the QUOTIENT
of:

    - That part of the net 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, partial withdrawal or surrender. Also, each deduction of charges from
a sub-account will result in cancellation of units equal in value to the amount
deducted.

The dollar value of a unit of a sub-account varies from Valuation Date to
Valuation Date based on the investment experience of that sub-account. This
investment experience reflects the investment performance, expenses and charges
of the fund in which the sub-account invests. The value of each unit was set at
$1.00 on the first Valuation Date of each sub-account. The value of a unit on
any Valuation Date is the PRODUCT of:

    - The dollar value of the unit on the preceding Valuation Date TIMES

    - The net investment factor

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<PAGE>
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 1.0000 PLUS the QUOTIENT of:

    - The investment income of that sub-account for the valuation period,
      adjusted for realized and unrealized capital gains and losses and for
      taxes during the valuation period, DIVIDED BY

    - The value of that sub-account's assets at the beginning of the valuation
      period

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 Policy is surrendered. If no election is made, we will pay the Net Death
Benefit in a single sum.

OPTIONAL INSURANCE BENEFITS

You may add optional insurance benefits to the Policy by Rider, as described in
APPENDIX B -- OPTIONAL INSURANCE BENEFITS. The cost of certain optional
insurance benefits becomes part of the Monthly Deduction.

SURRENDER

You may surrender the Policy and receive its surrender value. The surrender
value is:

    - The Policy Value MINUS

    - Any Outstanding Loan and surrender charges

We will compute the surrender value on the Valuation Date on which we receive
the Policy with a written request for surrender. We will deduct a surrender
charge if you surrender the Policy within 10 full Policy years of the Date of
Issue or increase in Face Amount. 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 POLICY
PROVISIONS -- "Delay of Payments."

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

PARTIAL WITHDRAWAL

After the first Policy year, you may withdraw part of the surrender value of
your Policy 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 $500. Under both Level Death Benefit Options, the Face Amount is
reduced by the partial withdrawal. We will not allow a partial withdrawal if it
would reduce Death Benefit Option 1 and 3 Face Amount below $40,000. 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

                                       33
<PAGE>
will be the amount you requested plus the partial withdrawal costs. See CHARGES
AND DEDUCTIONS -- "Partial Withdrawal Costs." We will normally pay the partial
withdrawal within seven days following our receipt of written request. We may
delay payment as described in OTHER POLICY 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 Policy under the circumstances
described. Some of these charges apply throughout the Policy's duration. Other
charges apply only if you choose certain options under the Policy.

No surrender charges, partial withdrawal charges or front-end sales loads are
imposed, and no commissions are paid where the Policy owner 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); 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 Policies and any spouses of the above persons or
any children of the above persons.

DEDUCTIONS FROM PAYMENTS

From each payment, we will deduct a Payment Expense Charge of 6.35%, which is
composed of the following:

    - Premium tax charge of 2.35% currently

    - Deferred Acquisition Costs ("DAC tax") charge of 1.0%

    - Front-End Sales Load charge of 3.0%

The 2.35% premium tax charge approximates our average expenses for state and
local premium taxes. Premium taxes vary, ranging from zero to more than 4.00%.
The premium tax deduction is made whether or not any premium tax applies. The
deduction may be higher or lower than the premium tax imposed. However, we do
not expect to make a profit from this deduction. The 1.00% DAC tax deduction
helps reimburse us for approximate expenses incurred from federal taxes for
deferred acquisition costs ("DAC taxes") of the Policies. We deduct the 3.00%
Front-End Sales Load charge from each payment to partially compensate us for
Policy sales expenses.

We reserve the right to increase or decrease the premium tax deduction or DAC
tax deduction to reflect changes in our expenses for premium taxes or DAC taxes.
The 3.0% Front-End Sales Load charge will not change, even if sales expenses
change.

MONTHLY CHARGES (THE MONTHLY DEDUCTION)

On each monthly processing date, we will deduct certain monthly charges (the
"Monthly Deduction") from Policy Value. You may allocate the Monthly Deduction
to any number of sub-accounts. If you make no allocation, we will make a
pro-rata allocation. If the sub-accounts you chose do not have sufficient funds
to cover the Monthly Deduction, we will make a pro-rata allocation.

                                       34
<PAGE>
The following charges comprise the Monthly Deduction:

    - MONTHLY INSURANCE PROTECTION CHARGE -- Before the Final Payment Date, we
      will deduct a Monthly Insurance Protection charge from your Policy Value.
      This charge is the cost for insurance protection under the Policy.

We deduct the Monthly Insurance Protection charge on each monthly processing
date starting with the Date of Issue. We will deduct no Monthly Insurance
Protection charges on or after the Final Payment Date.

    - MONTHLY EXPENSE CHARGE -- The Monthly Expense Charge will be charged on
      the monthly processing date for the first ten years after issue or an
      increase in Face Amount. This charge reimburses the Company for
      underwriting and acquisition costs. The charge is equal to a specified
      amount that varies with the age, sex, and underwriting class of the
      Insured for each $1,000 of the Policy's Face Amount. See Appendix G.

    - MONTHLY ADMINISTRATION FEE -- A deduction of $7.50 will be taken from the
      Policy Value on each monthly processing date up to the Final Payment Date
      to reimburse the Company for expenses related to issuance and maintenance
      of the Contract.

    - MONTHLY MORTALITY AND EXPENSE RISK CHARGE -- This charge is currently
      equal to an annual rate of 0.35% of the Policy Value in each sub-account
      for the first 10 Policy years and an annual rate of 0.05% for Policy Year
      11 and later. The charge is based on the Policy Value in the sub-accounts
      as of the prior Monthly Processing Date. The Company may increase this
      charge, subject to state and federal law, to an annual rate of 0.60% of
      the Policy Value in each sub-account for the first 10 Policy years and an
      annual rate of 0.30% for Policy Year 11 and later. The charge will
      continue to be assessed after the Final Payment Date.

This charge compensates us for assuming mortality and expense risks for variable
interests in the Policies. 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 Policies will exceed those compensated
by the administrative charges in the Policies. 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.

    - MONTHLY RIDER CHARGES -- RIDER CHARGES WILL VARY DEPENDING UPON THE RIDERS
      SELECTED, AND BY THE SEX, UNDERWRITING CLASSIFICATION OF THE INSURED.

COMPUTING INSURANCE PROTECTION CHARGES

We designed the Monthly Insurance Protection charge to compensate us for the
anticipated cost of paying Net Death Benefits under the Policies. The charge is
computed monthly. Monthly Insurance Protection charges can vary depending upon
the Death Benefit Option you select. Monthly Insurance Protection Charges will
also be different for the initial Face Amount, any increases in Face Amount, and
for that part of the death benefit subject to the Guideline Minimum Death
Benefit.

DEATH BENEFIT OPTION 1 AND DEATH BENEFIT OPTION 3

INITIAL FACE AMOUNT. -- For the initial Face Amount under Death Benefit Option 1
and Death Benefit Option 3, the Monthly Insurance Protection charge is the
PRODUCT of:

    - the insurance protection rate TIMES

                                       35
<PAGE>
    - the DIFFERENCE between

       - the initial Face Amount AND

       - the Policy Value (MINUS any Rider charges) at the beginning of the
         Policy month.

Under Death Benefit Option 1 and Death Benefit Option 3, the Monthly Insurance
Protection charge decreases as the Policy Value increases (if the Guideline
Minimum Death Benefit is not in effect).

Increases in Face Amount. For each increase in Face Amount under Death Benefit
Option 1 or Death Benefit Option 3, the Monthly Insurance Protection charge is
the PRODUCT of:

    - the insurance protection rate for the increase TIMES

    - the DIFFERENCE between

    - the increase in Face Amount AND

    - any Policy Value (MINUS any Rider charges) IN EXCESS OF than the initial
      Face Amount at the beginning of the Policy month and not allocated to a
      prior increase.

GUIDELINE MINIMUM DEATH BENEFIT. -- If the Guideline Minimum Death Benefit is in
effect, we will compute a Monthly Insurance Protection charge for that part of
the death benefit subject to the Guideline Minimum Death Benefit that exceeds
the current death benefit not subject to the Guideline Minimum Death Benefit.
Under Death Benefit Option 1 or Death Benefit Option 3, this Monthly Insurance
Protection charge is the PRODUCT of:

    - the insurance protection rate for the initial Face Amount times

    - the DIFFERENCE between

       - the Guideline Minimum Death Benefit AND

       - the GREATER of the Face Amount or the Policy Value.

We will adjust the Monthly Insurance Protection charge for any decreases in Face
Amount. See THE POLICY -- "CHANGE IN FACE AMOUNT: DECREASES."

DEATH BENEFIT OPTION 2

INITIAL FACE AMOUNT. -- For the initial Face Amount under Death Benefit Option
2, the Monthly Insurance Protection charge is the PRODUCT of:

    - the insurance protection rate TIMES

    - the initial Face Amount.

INCREASES IN FACE AMOUNT. -- For each increase in Face Amount under Death
Benefit Option 2, the Monthly Insurance Protection charge is the PRODUCT of:

    - the insurance protection rate for the increase TIMES

    - the increase in Face Amount.

                                       36
<PAGE>
GUIDELINE MINIMUM DEATH BENEFIT. -- If the Guideline Minimum Death Benefit is in
effect, we will compute a Monthly Insurance Protection charge for that part of
the death benefit subject to the Guideline Minimum Death Benefit that exceeds
the current death benefit not subject to the Guideline Minimum Death Benefit.
Under Death Benefit Option 2, this Monthly Insurance Protection charge is the
PRODUCT of:

- - the insurance protection rate for the initial Face Amount TIMES

    - the DIFFERENCE between

       - the Guideline Minimum Death Benefit AND

       - the Face Amount PLUS the Policy Value.

We will adjust the Monthly Insurance Protection charge for any decreases in Face
Amount. See THE POLICY -- "CHANGE IN FACE AMOUNT: DECREASES."

INSURANCE PROTECTION CHARGES -- We base insurance protection rates on the:

    - Male, female or blended unisex rate table

    - Age and underwriting class of the Insured

    - Effective date of an increase or date of any Rider

For unisex Policies, sex-distinct rates do not apply. For the initial Face
Amount, the insurance protection rates are based on your age at the beginning of
each Policy year. For an increase in Face Amount or for a Rider, the insurance
protection rates are based on your age on each anniversary of the effective date
of the increase or Rider. We base the current insurance protection rates on our
expectations as to future mortality experience. Rates will not, however, be
greater than the guaranteed insurance protection rates set forth in the Policy.
These guaranteed rates will never exceed on the Commissioners 1980 Standard
Ordinary Mortality Tables, Smoker or Non-Smoker (Mortality Table B for unisex
Policies) and the Insured's sex and age. The Tables used for this purpose set
forth different mortality estimates for males and females and for smokers and
non-smokers. Any change in the insurance protection rates will apply to all
Insureds of the same age, sex and underwriting class whose Policies have been in
force for the same period.

The underwriting class of an Insured will affect the insurance protection rates.
We currently place Insureds into preferred underwriting classes, standard
underwriting classes and non-standard underwriting classes. The underwriting
classes are also divided into two categories: smokers and non-smokers. We will
place an Insured under age 18 at the Date of Issue in a standard or non-standard
underwriting class. We will then classify the Insured as a smoker at age 18
unless we receive satisfactory evidence that the Insured is a non-smoker. Prior
to the Insured's age 18, we will give you notice of how the Insured may be
classified as a non-smoker.

We compute the insurance protection rate separately for the initial Face Amount
and for any increase in Face Amount. However, if the Insured's underwriting
class improves on an increase, the lower insurance protection rate will apply to
the total Face Amount.

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 Trust, Fidelity
VIP, and T. Rowe Price contain more information concerning the fees and
expenses.

                                       37
<PAGE>
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 surrender charge may apply only on a full surrender or decrease in Face Amount
of the Policy within ten years of the Date of Issue or of an increase in Face
Amount. We compute the surrender charge on Date of Issue and on any increase in
Face Amount. The maximum surrender charge is equal to a specified amount that is
based on the age, sex, and underwriting class of the Insured, for each $1,000 of
the Policy's Face Amount or increase in Face Amount. SEE APPENDIX E --
CALCULATION OF MAXIMUM SURRENDER CHARGES.

During the first year after issue or an increase in Face Amount, 100% of the
surrender charge will apply to a full surrender or decrease in Face Amount. The
amount of the Surrender Charges decreases by one-ninth (11.11%) annually to 0%
by the 10th Contract year.

For the purposes of calculating the surrender charge, the factors used to
compute the maximum surrender charges vary with the sex (Male, Female, or
Unisex), underwriting class (Smoker or Nonsmoker), and age of the Insured. The
maximum surrender charge, per $1,000 of original Face Amount, is $53.43 for a
female non-smoker, age 66. Under a $100,000 Policy for this individual, the
maximum surrender charge would be equal to $5,343 (53.43 x 100). If the Policy
is surrendered during the first Policy year, the surrender charge would be equal
to the maximum of $5,343. However, the surrender charge decreases by 1/9th each
Policy year. For example, if this Policy is surrendered during the sixth Policy
year, the surrender charge would be $2,375. For more information, see APPENDIX E
- -CALCULATION OF MAXIMUM SURRENDER CHARGES.

If more than one surrender charge is in effect because of one or more increases
in Face Amount, we will apply the surrender charges in "inverse order." This
means we will apply surrender and partial withdrawal charges (described below)
in this order:

    - First, the most recent increase

    - Second, the next most recent increases

    - Third, the initial Face Amount.

A surrender charge may be deducted on a decrease in the Face Amount. On a
decrease, the surrender charge deducted is a fraction of the charge that would
apply to a full surrender. The fraction is the PRODUCT of:

    - the decrease DIVIDED by the current Face Amount TIMES

    - the surrender charge

Where a decrease causes a partial reduction in an increase or in the initial
Face Amount, we will deduct a proportionate share of the surrender charge for
that increase or for the initial Face Amount.

The surrender charge is designed to partially reimburse us for the
administrative costs of product research and development, underwriting, Policy
administration, and for distribution expenses, including commissions to our
representatives, advertising, and the printing of prospectuses and sales
literature.

                                       38
<PAGE>
PARTIAL WITHDRAWAL COSTS

For each partial withdrawal, we deduct a transaction fee of 2% of the amount
withdrawn, not to exceed $25. This fee is intended to reimburse us for the cost
of processing the withdrawal. The transaction fee applies to all partial
withdrawals, including a Withdrawal without a surrender charge (described
below).

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

    - 10% of the Policy Value MINUS

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

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

We impose the partial withdrawal charge on any withdrawal greater than the Free
10% Withdrawal. The charge is 5.0% of the excess withdrawal, up to the amount of
the outstanding surrender charge. We will reduce the Policy's outstanding
surrender charge by the amount of the partial withdrawal charge. The partial
withdrawal charge deducted will decrease existing surrender charges in "inverse
order," as described above under "Surrender Charge." If no surrender charge
applies to the Policy at the time of the withdrawal, no partial withdrawal
charge will apply.

TRANSFER CHARGES

Currently, the first 12 transfers in a Policy year are free. We reserve the
right to limit the number of free transfers in a Policy year to six. After that,
we will deduct a $10 transfer charge from amounts transferred in that Policy
year. We reserve the right to increase the charge, but it will never exceed $25.
This charge reimburses us for the administrative costs of processing the
transfer.

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

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

    - A transfer to the Fixed Account to secure a loan

    - A reallocation of Policy Value within 20 days of the Date of Issue

    - Dollar-Cost Averaging Option and Automatic Rebalancing Option

OTHER ADMINISTRATIVE CHARGES

We reserve the right to charge for other administrative costs we incur. While
there are no current charges for these costs, we may impose a charge for:

    - Changing net payment allocation instructions

    - Changing the allocation of Monthly Insurance Protection charges among the
      various sub-accounts and the Fixed Account

    - Providing a projection of values

                                       39
<PAGE>
We do not currently charge for these costs. Any future charge is guaranteed not
to exceed $25 per transaction.

                                  POLICY LOANS

You may borrow money secured by your Policy Value at any time. There is no
minimum loan amount. The total amount you may borrow, including any Outstanding
Loan, is the loan value. The loan value is 90% of:

    - the Policy Value MINUS

    - any surrender charges

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 POLICY
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 Policy Value in each sub-account equal to the
Policy loan to the Fixed Account. We will not count this transfer as a transfer
subject to the transfer charge.

Policy Value equal to the Outstanding Loan will earn monthly interest in the
Fixed Account at an annual rate of 4.0%. NO OTHER INTEREST WILL BE CREDITED. The
loan interest rate charged by the Company accrues daily. The current annual
interest rate charged by the Company is 4.80%. The current annual rate of
interest charged on loans may change, but is guaranteed not to exceed 6.00%.

PREFERRED LOAN OPTION

The preferred loan option is automatically available to you, unless you request
otherwise. You may change a preferred loan to a non-preferred loan at any time
upon written request. A request for a preferred loan after the Final Payment
Date will terminate the optional Guaranteed Death Benefit Rider. Any part of the
Outstanding Loan that represents earnings under the Policy may be treated as a
preferred loan. There is some uncertainty as to the tax treatment of a preferred
loan, which may be treated as a taxable withdrawal from the Policy. You should
consult a qualified tax adviser (and see FEDERAL TAX CONSIDERATIONS).

Policy Value equal to the Outstanding Loan will earn monthly interest in the
Fixed Account at an annual rate of at least 4.0%. NO OTHER INTEREST WILL BE
CREDITED. The loan interest rate charged by the Company accrues daily. The
current annual loan interest rate charged by the Company for Preferred Loans is
4.00%. The current annual rate of interest charged on preferred loans may
change, but is guaranteed not to exceed 4.50%.

REPAYMENT OF OUTSTANDING LOAN

You may pay any loans before Policy lapse. We will allocate that part of the
Policy 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 Policy Value according to your most recent payment
allocation instructions. However, loan repayments allocated to the Variable
Account cannot exceed Policy Value previously transferred from the Variable
Account to secure the Outstanding Loan.

If the Outstanding Loan exceeds the amount needed to pay the policy value less
the next monthly deductions, the Policy 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 Policy
will terminate with no value. See POLICY TERMINATION AND REINSTATEMENT. The
foreclosure of an Outstanding Loan will terminate the optional Guaranteed Death
Benefit Rider.

                                       40
<PAGE>
EFFECT OF POLICY LOANS

Policy loans will permanently affect the Policy 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 Policy Value in the
Fixed Account that secures the loan.

We will deduct any Outstanding Loan from the proceeds payable when the Insured
dies or from surrender.

                      POLICY TERMINATION AND REINSTATEMENT

TERMINATION

Unless the Guaranteed Death Benefit Rider is in effect, the Policy will
terminate if:

    - Policy Value is insufficient to cover the next Monthly Deduction plus loan
      interest accrued OR

    - Outstanding Loans exceed the Policy Value

If one of these situations occurs, the Policy will be in default. You will then
have a grace period of 62 days, measured from the date of default, to pay a
premium 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 premium
due and the date by which it must be paid.

Failure to pay a sufficient premium within the grace period will result in
Policy termination. If the Insured dies during the grace period, we will deduct
from the Net Death Benefit any monthly charges due and unpaid through the Policy
month in which the Insured dies and any other overdue charge.

During the first 48 Policy months following the Date of Issue or an increase in
the Face Amount, a guarantee may apply to prevent the Policy from terminating
because of insufficient Policy value. This guarantee applies if, during this
period, you pay premiums that, when reduced by partial withdrawals and partial
withdrawal costs, equal or exceed specified minimum monthly payments. The
specified minimum monthly payments are based on the number of months the Policy,
increase in Face Amount or policy change that causes a change in the minimum
monthly payment has been in force. A policy change that causes a change in the
minimum monthly payment is a change in the Face Amount, underwriting
reclassifications, or the addition or deletion of a Rider. Except for the first
48 months after the Date of Issue or the effective date of an increase, payments
equal to the minimum monthly payment do not guarantee that the Policy will
remain in force.

If the optional Guaranteed Death Benefit Rider is in effect, the Policy will not
lapse regardless of the investment performance of the Variable Account. See
"Guaranteed Death Benefit Rider."

REINSTATEMENT

A terminated Policy 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 underwriting rules and

    - A payment that, after the deduction of the payment expense charge, is
      large enough to cover the minimum amount payable

                                       41
<PAGE>
Policies which have been surrendered may not be reinstated.

MINIMUM AMOUNT PAYABLE -- If reinstatement is requested when less than 48
Monthly Deductions have been paid since the Date of Issue or increase in the
Face Amount, you must pay for the lesser of three minimum monthly premiums and
three Monthly Deductions.

If you request reinstatement more than 48 Monthly Processing Dates from the Date
of Issue or increase in the Face Amount, you must pay 3 monthly deductions.

SURRENDER CHARGE -- The surrender charge on the date of reinstatement is the
surrender charge that was in effect on the date of termination.

POLICY VALUE ON REINSTATEMENT -- The Policy Value on the date of reinstatement
is:

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

    - The Policy Value less any Outstanding Loan on the date of default (not to
      exceed the surrender charge on the date of reinstatement) MINUS

    - The Monthly Deductions due on the date of reinstatement

You may reinstate any Outstanding Loan.

                            OTHER POLICY PROVISIONS

POLICY OWNER

The Policy Owner is the Insured unless another Policy owner has been named in
the application or enrollment form. As Policy owner, you are entitled to
exercise all rights under your Policy while the Insured is alive, with the
consent of any irrevocable beneficiary. The consent of the Insured is required
whenever the Face Amount is increased.

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 Policy, the
beneficiary has no rights in the Policy 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 Policy owner (or the Policy 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.

ASSIGNMENT

You may assign a Policy as collateral or make an absolute assignment. All Policy
rights will be transferred as to the assignee's interest. The consent of the
assignee may be required to make changes in payment allocations, make transfers
or to exercise other rights under the Policy. 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.

                                       42
<PAGE>
THE FOLLOWING POLICY PROVISIONS MAY VARY BY STATE.

LIMIT ON RIGHT TO CHALLENGE POLICY

We cannot challenge the validity of your Policy if the Insured was alive after
the Policy had been in force for two years from the Date of Issue. Also, we
cannot challenge the validity of any increase in the Face Amount if the Insured
was alive after the increase was in force for two years from the effective date
of the increase.

SUICIDE

The Net Death Benefit will not be paid if the Insured commits suicide, while
sane or insane, within two years from the Date of Issue. Instead, we will pay
the beneficiary all payments made for the Policy, without interest, less any
Outstanding Loan and partial withdrawals. If the Insured commits suicide, while
sane or insane, within two years from any increase in Face Amount, we will not
recognize the increase. We will pay to the beneficiary the Monthly Insurance
Protection charges plus monthly expense charges paid for the increase.

MISSTATEMENT OF AGE OR SEX

If the Insured's age or sex is not correctly stated in the Policy application or
enrollment form, we will adjust benefits under the Policy to reflect the correct
age and sex. The adjusted benefit will be the benefit that the most recent
Monthly Insurance Protection charge would have purchased for the correct age and
sex. We will not reduce the death benefit to less than the Guideline Minimum
Death Benefit. For a unisex Policy, there is no adjusted benefit for
misstatement of sex.

DELAY OF PAYMENTS

Amounts payable from the Variable Account for surrender, partial withdrawals,
Net Death Benefit, Policy 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

    - 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 may delay paying any amounts derived from payments you made by check until
the check has cleared your bank.

We reserve the right to defer amounts payable from the Fixed Account. This delay
may not exceed six months.

                           FEDERAL TAX CONSIDERATIONS

The following summary of federal tax considerations is based on our
understanding of the present federal income tax laws as they are currently
interpreted. Legislation may be proposed which, if passed, could adversely and
possibly retroactively affect the taxation of the Policies. 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 Policy 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.

                                       43
<PAGE>
THE COMPANY AND THE VARIABLE ACCOUNT

The Company is taxed as a life insurance company under Subchapter L of the 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
respecting 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 POLICIES

We believe that the Policies 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 relationship of the Policy
Value to the death benefit. So long as the Policies are life insurance
contracts, the Net Death Benefits of the Policies are excludable from the gross
income of the beneficiaries. Also, any increase in Policy Value is not taxable
until received by you or your designee (but see "Modified Endowment Policies").

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

The Treasury Department has announced that previous regulations on
diversification do not provide guidance concerning the extent to which Policy
owners may direct their investments to divisions of a separate investment
account. Regulations may provide guidance in the future. The Policies or our
administrative rules may be modified as necessary to prevent a Policy owner from
being considered the owner of the assets of the Variable Account.

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.

POLICY LOANS

We believe that non-preferred loans received under the Policy will be treated as
an indebtedness of the Policy Owner for federal income tax purposes. Under
current law, these loans will not constitute income for the Policy Owner while
the Policy is in force (but see "Modified Endowment Policies"). 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, you may convert your
preferred loan to a non-preferred loan. However, it is possible that,
notwithstanding the conversion, some or all of the loan could be treated as a
taxable withdrawal from the Policy.

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

                                       44
<PAGE>
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.

MODIFIED ENDOWMENT POLICIES

The Technical and Miscellaneous Revenue Act of 1988 ("1988 Act") adversely
affects the tax treatment of distributions under so-called "modified endowment
contracts." Under the 1988 Act, a Policy may be considered a "modified endowment
contract" if:

Total payments during the first seven Policy years (or within seven years of a
material change in the Policy) EXCEED

    - The total net level payments payable had the Policy provided for paid-up
      future benefits after making seven level annual payments.

In addition, if benefits are reduced at anytime during the life of the policy,
there may be adverse tax consequences. Please consult your tax adviser.

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

    - Made after the taxpayer becomes disabled,

    - Made after the taxpayer attains age 59 1/2, or

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

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

Currently, we review each Policy when payments are received to determine if the
payment will render the Policy a modified endowment contract. If a payment would
so render the Policy, we will notify you of the option of requesting a refund of
the excess payment. The refund process must be completed within 60 days after
the Policy anniversary or the Policy will be permanently classified as a
modified endowment contract.

                                 VOTING RIGHTS

Where the law requires, we will vote fund shares that each sub-account holds
according to instructions received from Policy Owners with Policy 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 Policies, 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 does not relate to the Policies.

                                       45
<PAGE>
We will compute the number of votes that a Policy owner has the right to
instruct on the record date established for the fund. This number is the
quotient of:

    - Each Policy Owner's Policy Value in the sub-account divided by

    - The net asset value of one share in the fund in which the assets of the
      sub-account are invested

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

                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 Controller
  Vice President and Corporate        (since 1998) of First Allmerica
  Controller

Robert E. Bruce                       Director and Chief Information Officer (since 1997)
  Director and Chief Information      and Vice President (since 1995) of First Allmerica;
  Officer                             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 Allmerica;
  Investment Officer                  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        1986), General Counsel (since 1981) and Assistant
  General 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
</TABLE>

                                       46
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY           PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------           ----------------------------------------------
<S>                                   <C>
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) and
  Director, Vice President, Chief     Vice President and Treasurer (since 1993) of First
  Financial Officer and Treasurer     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 1990)
  Director, President and Chief       of First Allmerica; Director (since 1990) of
  Executive Officer                   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

Eric A. Simonsen                      Director (since 1996) and Vice President (since 1990)
  Director and Vice President         of First Allmerica; Director (since 1991) of
                                      Allmerica Investments, Inc.; and Director (since
                                      1991) of Allmerica Financial Investment Management
                                      Services, Inc.

Phillip E. Soule                      Director (since 1996) and Vice President (since 1987)
  Director                            of First Allmerica
</TABLE>

                                  DISTRIBUTION

Allmerica Investments, Inc., an indirect wholly owned subsidiary of First
Allmerica, acts as the principal underwriter and general distributor of the
Policies. 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 Policies through their registered
representatives who are appointed by us.

We pay to broker-dealers who sell the Policy commissions based on a commission
schedule. After the Date of Issue or an increase in Face Amount, commissions
will be 90% of the first-year payments up to a payment amount we established and
4.00% of any excess. Commissions will be 4.00% for subsequent payments in Years
2-10, and 2% for Years 11 and over. 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 Policies. These services may include the recruitment and
training of personnel, production of promotional literature, and similar
services.

Commissions paid on the Policies, including other incentives or payments, are
not charged to Policy Owners or to the Variable Account.

                                       47
<PAGE>
                                    REPORTS

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

    - Payments

    - Changes in Face Amount

    - Changes in death benefit option

    - Transfers among Sub-Accounts and the Fixed Account

    - Partial withdrawals

    - Increases in loan amount or loan repayments

    - Lapse or termination for any reason

    - Reinstatement

We will send an annual statement to you that will summarize all of the above
transactions and deductions of charges during the Policy year. It will also set
forth the status of the death benefit, Policy Value, Surrender Value, amounts in
the Sub-Accounts and Fixed Account, and any Policy loans. We will send you
reports containing financial statements and other information for the Variable
Account, the Trust, Fidelity VIP and T. Rowe Price as the 1940 Act requires.

                               LEGAL PROCEEDINGS

There are no pending legal proceedings involving the Variable Account or its
assets. The Company and Allmerica Investments, Inc. are not involved in any
litigation that is materially important to their total assets.

               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 Policy interest in a sub-account without notice to Policy Owners
and prior approval of the SEC and state insurance authorities. The Variable
Account may, as the law allows, purchase other securities for other policies or
allow a conversion between policies on a Policy 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.

                                       48
<PAGE>
Shares of the funds are issued to other separate accounts of the Company and its
affiliates that fund variable annuity contracts ("mixed funding"). Shares of the
Portfolios of Fidelity VIP and T. Rowe Price are also issued to other
unaffiliated insurance companies ("shared funding"). It is conceivable that in
the future such mixed funding or shared funding may be disadvantageous for
variable life Policy Owners or variable annuity Policy Owners. The Company, the
Trust, Fidelity VIP and T. Rowe Price do not believe that mixed funding is
currently disadvantageous to either variable life insurance Policy Owners or
variable annuity Policy Owners. The Company and the Trustees will monitor events
to identify any material conflicts among Policy Owners because of mixed and
shared funding. If the Trustees conclude that separate funds should be
established for variable life and variable annuity separate accounts, we will
bear the expenses.

We may change the Policy to reflect a substitution or other change and will
notify Policy 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 1933 Act registration statement for this offering with the SEC.
Under SEC rules and regulations, we have omitted from this Prospectus part of
the registration statement and amendments. Statements contained in this
Prospectus are summaries of the Policy and other legal documents. The complete
documents and omitted information may be obtained from the SEC's Principal
Office in Washington, D.C., on payment of the SEC's prescribed fees.

                    MORE INFORMATION ABOUT THE FIXED ACCOUNT

This Prospectus serves as a disclosure document only for the aspects of the
Policy relating to the Variable Account. For complete details on the Fixed
Account, read the Policy 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. The 1933 Act provisions on the accuracy
and completeness of statements made in prospectuses may apply to information on
the fixed part of the Policy 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 net payments 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.

                                       49
<PAGE>
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%.

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 Policy is surrendered or if a partial withdrawal is made, a surrender
charge or partial withdrawal charge may be imposed. On a decrease in Face
Amount, the surrender charge deducted is a fraction of the charge that would
apply to a full surrender. We deduct partial withdrawals from Policy Value
allocated to the Fixed Account on a last-in/first-out basis. This means that the
last payments allocated to Fixed Account will be withdrawn first.

The first 12 transfers in a Policy year currently are free. After that, we may
deduct a $10 transfer charge for each transfer in that Policy year. The transfer
privilege is subject to our consent and to our then current rules.

                            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 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

                                       50
<PAGE>
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 and for the Variable Account 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 Policy. They should not be considered as bearing
on the investment performance of the assets held in the Variable Account.

                                       51
<PAGE>
                                   APPENDIX A
                 GUIDELINE MINIMUM DEATH BENEFIT FACTORS TABLE

              (DEATH BENEFIT OPTION 1 AND DEATH BENEFIT OPTION 2)
                ------------------------------------------------

Under Death Benefit Option 1 and Death Benefit Option 2, the Guideline Minimum
Death Benefit is a percentage of the Policy Value as set forth below:

                    GUIDELINE MINIMUM DEATH BENEFIT FACTORS

<TABLE>
<CAPTION>
                                                            Percentage of
Attained Age                                                Policy Value
- ------------                                                -------------
<S>                                                         <C>
    40 and under..........................................      250%
    41....................................................      243%
    42....................................................      236%
    43....................................................      229%
    44....................................................      222%
    45....................................................      215%
    46....................................................      209%
    47....................................................      203%
    48....................................................      197%
    49....................................................      191%
    50....................................................      185%
    51....................................................      178%
    52....................................................      171%
    53....................................................      164%
    54....................................................      157%
    55....................................................      150%
    56....................................................      146%
    57....................................................      142%
    58....................................................      138%
    59....................................................      134%
    60....................................................      130%
    61....................................................      128%
    62....................................................      126%
    63....................................................      124%
    64....................................................      122%
    65....................................................      120%
    66....................................................      119%
    67....................................................      118%
    68....................................................      117%
    69....................................................      116%
    70....................................................      115%
    71....................................................      113%
    72....................................................      111%
    73....................................................      109%
    74....................................................      107%
    75 - 90...............................................      105%
    91....................................................      104%
    92....................................................      103%
    93....................................................      102%
    94....................................................      101%
    95 and above..........................................      100%
</TABLE>

                                      A-1
<PAGE>
                                   APPENDIX B
                          OPTIONAL INSURANCE BENEFITS

This Appendix provides only a summary of other insurance benefits available by
Rider for an additional charge. For more information, contact your
representative.

WAIVER OF PREMIUM RIDER

This Rider provides that, during periods of total disability continuing more
than four months, we will add to the Policy Value each month an amount you
selected or the amount needed to pay the Monthly Insurance Protection charges,
whichever is greater. This amount will keep the Policy in force. This benefit is
subject to our maximum issue benefits. Its cost will change yearly.

OTHER INSURED RIDER

This Rider provides a term insurance benefit for up to five Insureds. At present
this benefit is only available for the spouse and children of the primary
Insured. The Rider includes a feature that allows the "other Insured" to convert
the coverage to a flexible premium adjustable life insurance policy.

TERM LIFE INSURANCE RIDER

This Rider provides an additional term insurance benefit for the primary
Insured.

GUARANTEED DEATH BENEFIT RIDER

This Rider, which is available only at issue, (a) guarantees that your Policy
will not lapse regardless of the Performance of the Variable Account and (b)
provides a guaranteed Net Death Benefit.

Certain Riders May Not Be Available In All States.

                                      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 Level Death Benefit Options selected, the beneficiary may pay
to us any amount that would otherwise be deducted from the death benefit. A
certificate will be provided to the payee describing the payment option
selected.

The amounts payable under a payment option are paid from the general account.
These amounts are not based on the investment experience of the Variable
Account.

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 Policy Owner and beneficiary provisions, any option selection may be changed
before the Net Death Benefit becomes payable. If you make no selection, the
beneficiary may select an option when the Net Death Benefit becomes payable.

                                      C-1
<PAGE>
                                   APPENDIX D
                 ILLUSTRATIONS OF DEATH BENEFIT, POLICY VALUES
                            AND ACCUMULATED PAYMENTS

The following tables illustrate the way in which the Policy's death benefit and
Policy Value could vary over an extended period of time. ON REQUEST, WE WILL
PROVIDE A COMPARABLE ILLUSTRATION BASED ON THE PROPOSED INSURED'S AGE, SEX, AND
UNDERWRITING CLASS, AND THE REQUESTED FACE AMOUNT, DEATH BENEFIT OPTION AND
RIDERS.

ASSUMPTIONS

The tables illustrate a Policy issued to a male, Age 30, under a standard
Underwriting Class and qualifying for the non-smoker discount, and a Policy
issued to a male, Age 45, under a standard Underwriting Class and qualifying for
the non-smoker discount. In each case, one table illustrates the guaranteed cost
of insurance rates and the other table illustrates the current costs of
insurance rates as presently in effect.

The tables assume that no Policy loans have been made, that you have not
requested an increase or decrease in the initial Face Amount, that no partial
withdrawals have been made, and that no transfers above 12 have been made in any
Policy year (so that no transaction or transfer charges have been incurred).

The tables assumed that all premiums are allocated to and remain in the Variable
Account for the entire period shown. The tables are based on hypothetical gross
investment rates of return for the Underlying Fund (i.e., investment income and
capital gains and losses, realized or unrealized) equivalent to constant gross
(after tax) annual rate of 0%, 6%, and 12%. The second column of the tables show
the amount which would accumulate if an amount equal to the Guideline Annual
Premium were invested each year to earn interest (after taxes) at 5%, compounded
annually.

The Policy Values and Death Proceeds 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 such averages for individual Policy
years. The values also would be different depending on the allocation of the
Policy's total Policy Value among the Sub-Accounts of the Variable Account, if
the actual rates of return averaged 0%, 6% or 12%, but the rates of each
Underlying Fund varied above and below such averages.

DEDUCTIONS FOR CHARGES

The amounts shown in the tables take into account the deduction of the payment
expense charge from premiums and the monthly deduction from Policy Value.

EXPENSES OF THE UNDERLYING FUNDS

The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses, which are assumed to be at an annual rate
of 0.90% of the average daily net assets of the Underlying Funds. The actual
fees and expenses of each Underlying Fund vary, and in 1998, ranged from an
annual rate of 0.32% to an annual rate of 2.19% of average daily net assets. The
fees and expenses associated with your Policy may be more or less than 0.90% in
the aggregate, depending upon how you make allocations of Policy Value among the
Sub-Accounts.

AFIMS has declared a voluntary expense limitation of 1.35% of average net assets
for the Select Aggressive Growth Fund and Select Capital Appreciation Fund,
1.50% for the Select International Equity Fund, 1.25% for the Select Value
Opportunity Fund, 1.20% for the Select Growth Fund, 1.10% for the Select Growth
and Income Fund, 1.00% for the Select Income Fund, and 0.60% for the Money
Market Fund. The total operating expenses of these Funds of the Trust were less
than their respective expense limitations throughout 1998. These limitations may
be terminated at any time.

                                      D-1
<PAGE>
Until further notice, AFIMS has declared a voluntary expense limitation of 1.20%
of average daily net assets for the Select Strategic Growth Fund. In addition,
AFIMS has agreed to voluntarily waive its management fee to the extent that
expenses of the Select Emerging Markets Fund exceed 2.00% of the Fund's average
daily net assets, except that such waiver shall not exceed the net amount of
management fees earned by AFIMS from the Fund after subtracting fees paid by
AFIMS to a sub-adviser. These limitations may be terminated at any time.

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

NET ANNUAL RATES OF INVESTMENT

Applying the average Fund advisory fees and operating expenses of 0.90% of
average net assets, in the Current Cost of Insurance Charges tables the gross
annual rates of investment return of 0%, 6% and 12% would produce net annual
rates of -0.90%, 5.10% and 11.10%. In the Guaranteed Cost of Insurance Charges
tables, the gross annual rates of investment return of 0%, 6% and 12% would
produce net annual rates of -0.90%, 5.10% and 11.10%, respectively.

The hypothetical returns shown in the tables 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 cash values, the gross annual investment rates of return would have
to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges. The
second column of the tables shows the amount that would accumulate if the
Guideline Annual Premium were invested to earn interest (after taxes) at 5%,
compounded annually.

                                      D-2
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                              VARIABLE LIFE POLICY

                                                           FACE AMOUNT = $75,000

                                                          MALE NON-SMOKER AGE 30

                                                          DEATH BENEFIT OPTION 2

                 BASED ON CURRENT MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS
<TABLE>
<CAPTION>
                          PREMIUMS             HYPOTHETICAL 0%                    HYPOTHETICAL 6%
                         PAID PLUS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                          INTEREST     --------------------------------   --------------------------------
       POLICY              AT 5%       SURRENDER    POLICY      DEATH     SURRENDER    POLICY      DEATH
        YEAR            PER YEAR (1)     VALUE     VALUE (2)   BENEFIT      VALUE     VALUE (2)   BENEFIT
- ---------------------   ------------   ---------   ---------   --------   ---------   ---------   --------
<S>                     <C>            <C>         <C>         <C>        <C>         <C>         <C>
          1                 1,092            0         659      75,659           0         708     75,708
          2                 2,239            0       1,313      76,313         101       1,452     76,452
          3                 3,443          774       1,956      76,956       1,047       2,229     77,229
          4                 4,707        1,578       2,591      77,591       2,030       3,043     78,043
          5                 6,034        2,373       3,218      78,218       3,051       3,895     78,895
          6                 7,428        3,161       3,836      78,836       4,112       4,787     79,787
          7                 8,891        3,934       4,441      79,441       5,209       5,716     80,716
          8                10,428        4,696       5,034      80,034       6,346       6,684     81,684
          9                12,041        5,444       5,613      80,613       7,522       7,691     82,691
         10                13,735        6,179       6,179      81,179       8,741       8,741     83,741
         11                15,514        6,902       6,902      81,902      10,017      10,017     85,017
         12                17,382        7,613       7,613      82,613      11,352      11,352     86,352
         13                19,343        8,306       8,306      83,306      12,742      12,742     87,742
         14                21,402        8,986       8,986      83,986      14,196      14,196     89,196
         15                23,564        9,649       9,649      84,649      15,712      15,712     90,712
         16                25,834       10,295      10,295      85,295      17,295      17,295     92,295
         17                28,218       10,923      10,923      85,923      18,945      18,945     93,945
         18                30,721       11,531      11,531      86,531      20,663      20,663     95,663
         19                33,349       12,117      12,117      87,117      22,452      22,452     97,452
         20                36,108       12,682      12,682      87,682      24,315      24,315     99,315
       Age 60              72,551       16,777      16,777      91,777      47,447      47,447    122,447
       Age 65              98,630       17,195      17,195      92,195      62,285      62,285    137,285
       Age 70             131,913       15,672      15,672      90,672      79,062      79,062    154,062
       Age 75             174,393       11,120      11,120      86,120      96,947      96,947    171,947

<CAPTION>
                               HYPOTHETICAL 12%
                            GROSS INVESTMENT RETURN
                       ---------------------------------
       POLICY          SURRENDER    POLICY       DEATH
        YEAR             VALUE     VALUE (2)    BENEFIT
- ---------------------  ---------   ---------   ---------
<S>                    <C>         <C>         <C>
          1                   0          757      75,757
          2                 246        1,597      76,597
          3               1,344        2,526      77,526
          4               2,541        3,554      78,554
          5               3,848        4,693      79,693
          6               5,277        5,953      80,953
          7               6,836        7,342      82,342
          8               8,539        8,877      83,877
          9              10,400       10,569      85,569
         10              12,438       12,438      87,438
         11              14,699       14,699      89,699
         12              17,205       17,205      92,205
         13              19,975       19,975      94,975
         14              23,045       23,045      98,045
         15              26,442       26,442     101,442
         16              30,204       30,204     105,204
         17              34,369       34,369     109,369
         18              38,979       38,979     113,979
         19              44,082       44,082     119,082
         20              49,731       49,731     124,731
       Age 60           153,003      153,003     228,003
       Age 65           260,449      260,449     335,449
       Age 70           439,382      439,382     514,382
       Age 75           737,450      737,450     812,450
</TABLE>

(1) Assumes a $1,040 payment is made at the beginning of each Policy Year.
    Values will be different if payments are made with a different frequency or
    in different amounts.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE
SURRENDER VALUE OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%,
6%, AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR
POLICY VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      D-3
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                              VARIABLE LIFE POLICY

                                                           FACE AMOUNT = $75,000

                                                          MALE NON-SMOKER AGE 30

                                                          DEATH BENEFIT OPTION 2

                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS
<TABLE>
<CAPTION>
                          PREMIUMS             HYPOTHETICAL 0%                    HYPOTHETICAL 6%
                         PAID PLUS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                          INTEREST     --------------------------------   --------------------------------
       POLICY              AT 5%       SURRENDER    POLICY      DEATH     SURRENDER    POLICY      DEATH
        YEAR            PER YEAR (1)     VALUE     VALUE (2)   BENEFIT      VALUE     VALUE (2)   BENEFIT
- ---------------------   ------------   ---------   ---------   --------   ---------   ---------   --------
<S>                     <C>            <C>         <C>         <C>        <C>         <C>         <C>
          1                 1,092            0         611      75,611           0         658     75,658
          2                 2,239            0       1,211      76,211           0       1,344     76,344
          3                 3,443          618       1,799      76,799         876       2,058     77,058
          4                 4,707        1,362       2,375      77,375       1,787       2,800     77,800
          5                 6,034        2,094       2,938      77,938       2,727       3,571     78,571
          6                 7,428        2,811       3,487      78,487       3,696       4,371     79,371
          7                 8,891        3,514       4,021      79,021       4,694       5,201     80,201
          8                10,428        4,201       4,539      79,539       5,721       6,059     81,059
          9                12,041        4,871       5,040      80,040       6,778       6,947     81,947
         10                13,735        5,524       5,524      80,524       7,864       7,864     82,864
         11                15,514        6,159       6,159      81,159       8,993       8,993     83,993
         12                17,382        6,774       6,774      81,774      10,163      10,163     85,163
         13                19,343        7,368       7,368      82,368      11,375      11,375     86,375
         14                21,402        7,939       7,939      82,939      12,629      12,629     87,629
         15                23,564        8,488       8,488      83,488      13,927      13,927     88,927
         16                25,834        9,011       9,011      84,011      15,268      15,268     90,268
         17                28,218        9,508       9,508      84,508      16,653      16,653     91,653
         18                30,721        9,977       9,977      84,977      18,082      18,082     93,082
         19                33,349       10,417      10,417      85,417      19,555      19,555     94,555
         20                36,108       10,826      10,826      85,826      21,072      21,072     96,072
       Age 60              72,551       12,324      12,324      87,324      38,058      38,058    113,058
       Age 65              98,630       10,123      10,123      85,123      46,620      46,620    121,620
       Age 70             131,913        4,174       4,174      79,174      52,980      52,980    127,980
       Age 75             174,393            0           0      67,074      53,558      53,558    128,558

<CAPTION>
                               HYPOTHETICAL 12%
                           GROSS INVESTMENT RETURN
                       --------------------------------
       POLICY          SURRENDER    POLICY      DEATH
        YEAR             VALUE     VALUE (2)   BENEFIT
- ---------------------  ---------   ---------   --------
<S>                    <C>         <C>         <C>
          1                   0         705     75,705
          2                 132       1,483     76,483
          3               1,157       2,339     77,339
          4               2,269       3,282     78,282
          5               3,474       4,318     79,318
          6               4,782       5,457     80,457
          7               6,203       6,710     81,710
          8               7,747       8,085     83,085
          9               9,426       9,595     84,595
         10              11,252      11,252     86,252
         11              13,269      13,269     88,269
         12              15,490      15,490     90,490
         13              17,937      17,937     92,937
         14              20,631      20,631     95,631
         15              23,599      23,599     98,599
         16              26,868      26,868    101,868
         17              30,468      30,468    105,468
         18              34,434      34,434    109,434
         19              38,804      38,804    113,804
         20              43,618      43,618    118,618
       Age 60           128,505     128,505    203,505
       Age 65           213,114     213,114    288,114
       Age 70           349,274     349,274    424,274
       Age 75           568,093     568,093    643,093
</TABLE>

(1) Assumes a $1,040 payment is made at the beginning of each Policy Year.
    Values will be different if payments are made with a different frequency or
    in different amounts.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE
SURRENDER VALUE OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%,
6%, AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR
POLICY VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      D-4
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                              VARIABLE LIFE POLICY

                                                          FACE AMOUNT = $250,000

                                                          MALE NON-SMOKER AGE 45

                                                          DEATH BENEFIT OPTION 1

                 BASED ON CURRENT MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS
<TABLE>
<CAPTION>
                          PREMIUMS             HYPOTHETICAL 0%                    HYPOTHETICAL 6%
                         PAID PLUS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                          INTEREST     --------------------------------   --------------------------------
       POLICY              AT 5%       SURRENDER    POLICY      DEATH     SURRENDER    POLICY      DEATH
        YEAR            PER YEAR (1)     VALUE     VALUE (2)   BENEFIT      VALUE     VALUE (2)   BENEFIT
- ---------------------   ------------   ---------   ---------   --------   ---------   ---------   --------
<S>                     <C>            <C>         <C>         <C>        <C>         <C>         <C>
          1                 6,330            0       4,234     250,000           0       4,529    250,000
          2                12,977        1,789       8,347     250,000       2,646       9,203    250,000
          3                19,957        6,605      12,343     250,000       8,296      14,034    250,000
          4                27,285       11,321      16,240     250,000      14,127      19,045    250,000
          5                34,980       15,952      20,051     250,000      20,160      24,259    250,000
          6                43,059       20,503      23,782     250,000      26,412      29,691    250,000
          7                51,543       24,981      27,440     250,000      32,900      35,360    250,000
          8                60,450       29,383      31,022     250,000      39,633      41,273    250,000
          9                69,803       33,703      34,523     250,000      46,617      47,437    250,000
         10                79,624       37,936      37,936     250,000      53,861      53,861    250,000
         11                89,935       42,391      42,391     250,000      61,771      61,771    250,000
         12               100,763       46,732      46,732     250,000      70,027      70,027    250,000
         13               112,131       50,939      50,939     250,000      78,635      78,635    250,000
         14               124,068       55,008      55,008     250,000      87,615      87,615    250,000
         15               136,602       58,937      58,937     250,000      96,993      96,993    250,000
         16               149,763       62,704      62,704     250,000     106,781     106,781    250,000
         17               163,581       66,347      66,347     250,000     117,044     117,044    250,000
         18               178,091       69,861      69,861     250,000     127,813     127,813    250,000
         19               193,326       73,241      73,241     250,000     139,129     139,129    250,000
         20               209,322       76,496      76,496     250,000     151,041     151,041    250,000
       Age 60             136,602       58,937      58,937     250,000      96,993      96,993    250,000
       Age 65             209,322       76,496      76,496     250,000     151,041     151,041    250,000
       Age 70             302,134       90,033      90,033     250,000     221,195     221,195    256,586
       Age 75             420,588       97,859      97,859     250,000     312,061     312,061    333,905

<CAPTION>
                               HYPOTHETICAL 12%
                            GROSS INVESTMENT RETURN
                       ---------------------------------
       POLICY          SURRENDER    POLICY       DEATH
        YEAR             VALUE     VALUE (2)    BENEFIT
- ---------------------  ---------   ---------   ---------
<S>                    <C>         <C>         <C>
          1                   0       4,825      250,000
          2               3,540      10,097      250,000
          3              10,132      15,870      250,000
          4              17,297      22,215      250,000
          5              25,112      29,211      250,000
          6              33,654      36,933      250,000
          7              43,010      45,469      250,000
          8              53,269      54,909      250,000
          9              64,527      65,346      250,000
         10              76,891      76,891      250,000
         11              90,983      90,983      250,000
         12             106,617     106,617      250,000
         13             123,967     123,967      250,000
         14             143,244     143,244      250,000
         15             164,693     164,693      250,000
         16             188,585     188,585      250,000
         17             215,178     215,178      275,428
         18             244,644     244,644      308,251
         19             277,295     277,295      343,846
         20             313,485     313,485      382,452
       Age 60           164,693     164,693      250,000
       Age 65           313,485     313,485      382,452
       Age 70           561,821     561,821      651,712
       Age 75           976,977     976,977    1,045,365
</TABLE>

(1) Assumes a $6,029 payment is made at the beginning of each Policy Year.
    Values will be different if payments are made with a different frequency or
    in different amounts.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE
SURRENDER VALUE OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%,
6%, AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR
POLICY VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      D-5
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                              VARIABLE LIFE POLICY

                                                          FACE AMOUNT = $250,000

                                                          MALE NON-SMOKER AGE 45

                                                          DEATH BENEFIT OPTION 1

                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS
<TABLE>
<CAPTION>
                          PREMIUMS             HYPOTHETICAL 0%                    HYPOTHETICAL 6%
                         PAID PLUS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                          INTEREST     --------------------------------   --------------------------------
       POLICY              AT 5%       SURRENDER    POLICY      DEATH     SURRENDER    POLICY      DEATH
        YEAR            PER YEAR (1)     VALUE     VALUE (2)   BENEFIT      VALUE     VALUE (2)   BENEFIT
- ---------------------   ------------   ---------   ---------   --------   ---------   ---------   --------
<S>                     <C>            <C>         <C>         <C>        <C>         <C>         <C>
          1                 6,330            0       3,651     250,000           0       3,928    250,000
          2                12,977          637       7,195     250,000       1,422       7,980    250,000
          3                19,957        4,891      10,629     250,000       6,420      12,158    250,000
          4                27,285        9,033      13,952     250,000      11,549      16,467    250,000
          5                34,980       13,059      17,158     250,000      16,808      20,907    250,000
          6                43,059       16,967      20,246     250,000      22,203      25,482    250,000
          7                51,543       20,744      23,203     250,000      27,728      30,187    250,000
          8                60,450       24,379      26,019     250,000      33,378      35,017    250,000
          9                69,803       27,863      28,683     250,000      39,151      39,971    250,000
         10                79,624       31,181      31,181     250,000      45,041      45,041    250,000
         11                89,935       34,626      34,626     250,000      51,426      51,426    250,000
         12               100,763       37,884      37,884     250,000      58,009      58,009    250,000
         13               112,131       40,952      40,952     250,000      64,801      64,801    250,000
         14               124,068       43,821      43,821     250,000      71,814      71,814    250,000
         15               136,602       46,471      46,471     250,000      79,054      79,054    250,000
         16               149,763       48,884      48,884     250,000      86,528      86,528    250,000
         17               163,581       51,039      51,039     250,000      94,248      94,248    250,000
         18               178,091       52,906      52,906     250,000     102,222     102,222    250,000
         19               193,326       54,448      54,448     250,000     110,459     110,459    250,000
         20               209,322       55,624      55,624     250,000     118,976     118,976    250,000
       Age 60             136,602       46,471      46,471     250,000      79,054      79,054    250,000
       Age 65             209,322       55,624      55,624     250,000     118,976     118,976    250,000
       Age 70             302,134       54,693      54,693     250,000     167,091     167,091    250,000
       Age 75             420,588       35,174      35,174     250,000     231,250     231,250    250,000

<CAPTION>
                               HYPOTHETICAL 12%
                           GROSS INVESTMENT RETURN
                       --------------------------------
       POLICY          SURRENDER    POLICY      DEATH
        YEAR             VALUE     VALUE (2)   BENEFIT
- ---------------------  ---------   ---------   --------
<S>                    <C>         <C>         <C>
          1                   0       4,206    250,000
          2               2,243       8,801    250,000
          3               8,085      13,823    250,000
          4              14,401      19,319    250,000
          5              21,235      25,333    250,000
          6              28,645      31,924    250,000
          7              36,684      39,143    250,000
          8              45,413      47,052    250,000
          9              54,904      55,724    250,000
         10              65,237      65,237    250,000
         11              76,979      76,979    250,000
         12              89,950      89,950    250,000
         13             104,307     104,307    250,000
         14             120,232     120,232    250,000
         15             137,929     137,929    250,000
         16             157,638     157,638    250,000
         17             179,644     179,644    250,000
         18             204,268     204,268    257,378
         19             231,529     231,529    287,096
         20             261,588     261,588    319,138
       Age 60           137,929     137,929    250,000
       Age 65           261,588     261,588    319,138
       Age 70           464,326     464,326    538,619
       Age 75           795,155     795,155    850,815
</TABLE>

(1) Assumes a $6,029 payment is made at the beginning of each Policy Year.
    Values will be different if payments are made with a different frequency or
    in different amounts.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE
SURRENDER VALUE OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%,
6%, AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR
POLICY VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      D-6
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                              VARIABLE LIFE POLICY

                                                          FACE AMOUNT = $250,000

                                                          MALE NON-SMOKER AGE 45

                                                          DEATH BENEFIT OPTION 3

                 BASED ON CURRENT MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS
<TABLE>
<CAPTION>
                          PREMIUMS             HYPOTHETICAL 0%                     HYPOTHETICAL 6%
                         PAID PLUS         GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN
                          INTEREST     --------------------------------   ---------------------------------
       POLICY              AT 5%       SURRENDER    POLICY      DEATH     SURRENDER    POLICY       DEATH
        YEAR            PER YEAR (1)     VALUE     VALUE (2)   BENEFIT      VALUE     VALUE (2)    BENEFIT
- ---------------------   ------------   ---------   ---------   --------   ---------   ---------   ---------
<S>                     <C>            <C>         <C>         <C>        <C>         <C>         <C>
          1                 6,330             0       4,234    250,000           0       4,529      250,000
          2                12,977         1,789       8,347    250,000       2,646       9,203      250,000
          3                19,957         6,605      12,343    250,000       8,296      14,034      250,000
          4                27,285        11,321      16,240    250,000      14,127      19,045      250,000
          5                34,980        15,952      20,051    250,000      20,160      24,259      250,000
          6                43,059        20,503      23,782    250,000      26,412      29,691      250,000
          7                51,543        24,981      27,440    250,000      32,900      35,360      250,000
          8                60,450        29,383      31,022    250,000      39,633      41,273      250,000
          9                69,803        33,703      34,523    250,000      46,617      47,437      250,000
         10                79,624        37,936      37,936    250,000      53,861      53,861      250,000
         11                89,935        42,391      42,391    250,000      61,771      61,771      250,000
         12               100,763        46,732      46,732    250,000      70,027      70,027      250,000
         13               112,131        50,939      50,939    250,000      78,635      78,635      250,000
         14               124,068        55,008      55,008    250,000      87,615      87,615      250,000
         15               136,602        58,937      58,937    250,000      96,993      96,993      250,000
         16               149,763        62,704      62,704    250,000     106,781     106,781      250,000
         17               163,581        66,347      66,347    250,000     117,044     117,044      250,000
         18               178,091        69,861      69,861    250,000     127,813     127,813      250,000
         19               193,326        73,241      73,241    250,000     139,129     139,129      250,000
         20               209,322        76,496      76,496    250,000     150,971     150,971      263,404
       Age 60             136,602        58,937      58,937    250,000      96,993      96,993      250,000
       Age 65             209,322        76,496      76,496    250,000     150,971     150,971      263,404
       Age 70             302,134        90,033      90,033    250,000     217,424     217,424      336,361
       Age 75             420,588        97,859      97,859    250,000     297,334     297,334      414,425

<CAPTION>
                               HYPOTHETICAL 12%
                            GROSS INVESTMENT RETURN
                       ---------------------------------
       POLICY          SURRENDER    POLICY       DEATH
        YEAR             VALUE     VALUE (2)    BENEFIT
- ---------------------  ---------   ---------   ---------
<S>                    <C>         <C>         <C>
          1                   0        4,825     250,000
          2               3,540       10,097     250,000
          3              10,132       15,870     250,000
          4              17,297       22,215     250,000
          5              25,112       29,211     250,000
          6              33,654       36,933     250,000
          7              43,010       45,469     250,000
          8              53,269       54,909     250,000
          9              64,527       65,346     250,000
         10              76,891       76,891     250,000
         11              90,983       90,983     250,000
         12             106,617      106,617     250,000
         13             123,956      123,956     262,153
         14             143,084      143,084
         15             164,157      164,157     327,837
         16             187,347      187,347     363,816
         17             212,901      212,901     402,207
         18             241,053      241,053     443,231
         19             272,060      272,060     487,148
         20             306,224      306,224     534,280
       Age 60           164,157      164,157
       Age 65           306,224      306,224     534,280
       Age 70           535,326      535,326     828,164
       Age 75           901,764      901,764   1,256,882
</TABLE>

(1) Assumes a $6,029 payment is made at the beginning of each Policy Year.
    Values will be different if payments are made with a different frequency or
    in different amounts.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE
SURRENDER VALUE OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%,
6%, AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR
POLICY VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      D-7
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                              VARIABLE LIFE POLICY

                                                          FACE AMOUNT = $250,000

                                                          MALE NON-SMOKER AGE 45

                                                          DEATH BENEFIT OPTION 3

                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS
<TABLE>
<CAPTION>
                         PREMIUMS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                         PAID PLUS            HYPOTHETICAL 6%                    HYPOTHETICAL 12%
                         INTEREST     --------------------------------   --------------------------------
       POLICY            AT 5%PER     SURRENDER    POLICY      DEATH     SURRENDER    POLICY      DEATH
        YEAR             YEAR (1)       VALUE     VALUE (2)   BENEFIT      VALUE     VALUE (2)   BENEFIT
- ---------------------   -----------   ---------   ---------   --------   ---------   ---------   --------
<S>                     <C>           <C>         <C>         <C>        <C>         <C>         <C>
          1                 6,330            0       3,651    250,000           0       3,928    250,000
          2                12,977          637       7,195    250,000       1,422       7,980    250,000
          3                19,957        4,891      10,629    250,000       6,420      12,158    250,000
          4                27,285        9,033      13,952    250,000      11,549      16,467    250,000
          5                34,980       13,059      17,158    250,000      16,808      20,907    250,000
          6                43,059       16,967      20,246    250,000      22,203      25,482    250,000
          7                51,543       20,744      23,203    250,000      27,728      30,187    250,000
          8                60,450       24,379      26,019    250,000      33,378      35,017    250,000
          9                69,803       27,863      28,683    250,000      39,151      39,971    250,000
         10                79,624       31,181      31,181    250,000      45,041      45,041    250,000
         11                89,935       34,626      34,626    250,000      51,426      51,426    250,000
         12               100,763       37,884      37,884    250,000      58,009      58,009    250,000
         13               112,131       40,952      40,952    250,000      64,801      64,801    250,000
         14               124,068       43,821      43,821    250,000      71,814      71,814    250,000
         15               136,602       46,471      46,471    250,000      79,054      79,054    250,000
         16               149,763       48,884      48,884    250,000      86,528      86,528    250,000
         17               163,581       51,039      51,039    250,000      94,248      94,248    250,000
         18               178,091       52,906      52,906    250,000     102,222     102,222    250,000
         19               193,326       54,448      54,448    250,000     110,459     110,459    250,000
         20               209,322       55,624      55,624    250,000     118,976     118,976    250,000
       Age 60             136,602       46,471      46,471    250,000      79,054      79,054    250,000
       Age 65             209,322       55,624      55,624    250,000     118,976     118,976    250,000
       Age 70             302,134       54,693      54,693    250,000     166,952     166,952    258,279
       Age 75             420,588       35,174      35,174    250,000     221,380     221,380    308,560

<CAPTION>
                            GROSS INVESTMENT RETURN
                                HYPOTHETICAL 0%
                       ---------------------------------
       POLICY          SURRENDER    POLICY       DEATH
        YEAR             VALUE     VALUE (2)    BENEFIT
- ---------------------  ---------   ---------   ---------
<S>                    <C>         <C>         <C>
          1                   0        4,206     250,000
          2               2,243        8,801     250,000
          3               8,085       13,823     250,000
          4              14,401       19,319     250,000
          5              21,235       25,333     250,000
          6              28,645       31,924     250,000
          7              36,684       39,143     250,000
          8              45,413       47,052     250,000
          9              54,904       55,724     250,000
         10              65,237       65,237     250,000
         11              76,979       76,979     250,000
         12              89,950       89,950     250,000
         13             104,307      104,307     250,000
         14             120,232      120,232     250,000
         15             137,784      137,784     275,168
         16             156,933      156,933     304,754
         17             177,809      177,809     335,911
         18             200,541      200,541     368,742
         19             225,266      225,266     403,359
         20             252,124      252,124     439,890
       Age 60           137,784      137,784     275,168
       Age 65           252,124      252,124     439,890
       Age 70           424,474      424,474     656,673
       Age 75           678,183      678,183     945,253
</TABLE>

(1) Assumes a $6,029 payment is made at the beginning of each Policy Year.
    Values will be different if payments are made with a different frequency or
    in different amounts.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE
SURRENDER VALUE OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%,
6%, AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR
POLICY VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      D-8
<PAGE>
                                   APPENDIX E
                    CALCULATION OF MAXIMUM SURRENDER CHARGES

A separate surrender charge is computed on the Date of Issue and on each
increase in Face Amount. The maximum surrender charge is equal to a specified
amount that is based on the age, sex, and underwriting class of the Insured, for
each $1,000 of the Policy Face amount or increase in Face Amount.

A limitation on Surrender Charges is imposed based on the Standard
Non-Forfeiture Law of each state. The maximum surrender charges at the Date of
Issue and on each increase in Face Amount are shown in the table below. During
the first year after issue or an increase in Face Amount, 100% of the surrender
charge will apply to a full surrender or decrease in Face Amount. The amount of
the Surrender Charges decreases by one-ninth (11.11%) annually to 0% by the 10th
Contract year.

The Factors used to compute the maximum surrender charges vary with the issue
age, sex (Male, Female, or Unisex) and underwriting class (Smoker or Nonsmoker)
as indicated in the table below.

                MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT

<TABLE>
<CAPTION>
 Age at
issue or     Male       Male     Female     Female    Unisex     Unisex
increase   Nonsmoker   Smoker   Nonsmoker   Smoker   Nonsmoker   Smoker
- --------   ---------   ------   ---------   ------   ---------   ------
<S>        <C>         <C>      <C>         <C>      <C>         <C>

    0          N/A     14.39        N/A     13.49        N/A     14.19
    1          N/A     14.36        N/A     13.48        N/A     14.16
    2          N/A     14.50        N/A     13.59        N/A     14.29
    3          N/A     14.65        N/A     13.71        N/A     14.44
    4          N/A     14.83        N/A     13.83        N/A     14.60
    5          N/A     15.01        N/A     13.95        N/A     14.77
    6          N/A     15.21        N/A     14.10        N/A     14.95
    7          N/A     15.41        N/A     14.25        N/A     15.15
    8          N/A     15.64        N/A     14.42        N/A     15.36
    9          N/A     15.87        N/A     14.59        N/A     15.58
   10          N/A     16.12        N/A     14.80        N/A     15.82
   11          N/A     16.38        N/A     14.99        N/A     16.07
   12          N/A     16.65        N/A     15.19        N/A     16.33
   13          N/A     16.93        N/A     15.41        N/A     16.60
   14          N/A     17.20        N/A     15.62        N/A     16.86
   15          N/A     17.49        N/A     15.85        N/A     17.14
   16          N/A     17.79        N/A     16.07        N/A     17.41
   17          N/A     18.06        N/A     16.31        N/A     17.70
   18        16.54     18.36      15.53     16.55      16.33     17.99
   19        16.75     18.67      15.74     16.81      16.55     18.29
   20        16.97     18.99      15.96     17.07      16.77     18.60
   21        17.21     19.34      16.19     17.35      17.00     18.93
   22        17.45     19.71      16.43     17.65      17.25     19.29
   23        17.74     20.10      16.69     17.96      17.53     19.67
   24        18.04     20.52      16.96     18.28      17.82     20.06
   25        18.36     20.94      17.30     18.63      18.14     20.47
   26        18.70     21.40      17.60     18.98      18.47     20.90
   27        19.05     21.87      17.91     19.35      18.82     21.35
   28        19.43     22.37      18.24     19.75      19.19     21.83
   29        19.84     22.92      18.59     20.17      19.58     22.35
   30        20.26     23.49      18.95     20.61      20.00      22.90
</TABLE>

                                      E-1
<PAGE>
<TABLE>
<CAPTION>
Age at
issue or    Male       Male     Female      Female   Unisex      Unisex
increase   Nonsmoker   Smoker   Nonsmoker   Smoker   Nonsmoker   Smoker
- --------   ---------   ------   ---------   ------   ---------   ------
<S>        <C>         <C>      <C>         <C>      <C>         <C>

   31        20.71     24.10      19.34     21.07      20.43     23.47
   32        21.19     24.75      19.74     21.57      20.89     24.09
   33        21.69     25.42      20.16     22.08      21.37     24.72
   34        22.21     26.13      20.60     22.60      21.88     25.39
   35        22.77     26.87      21.06     23.15      22.42     26.09
   36        23.29     27.55      21.48     23.65      22.92     26.73
   37        23.83     28.28      21.93     24.17      23.44     27.41
   38        24.40     29.03      22.40     24.73      23.99     28.12
   39        25.01     29.83      22.89     25.32      24.57     28.87
   40        25.66     30.67      23.41     25.93      25.19     29.66
   41        26.34     31.56      23.96     26.57      25.85     30.49
   42        27.07     32.50      24.54     27.24      26.54     31.37
   43        27.83     33.48      25.15     27.92      27.28     32.29
   44        28.65     34.53      25.79     28.63      28.05     33.25
   45        29.51     35.62      26.47     29.38      28.88     34.27
   46        30.41     36.79      27.18     30.16      29.73     35.34
   47        31.36     37.99      27.92     30.99      30.64     36.46
   48        32.35     39.22      28.71     31.85      31.58     37.60
   49        33.39     40.50      29.54     32.75      32.58     38.78
   50        34.48     41.83      30.41     33.70      33.62     40.01
   51        35.65     43.21      31.35     34.72      34.74     41.30
   52        36.90     44.65      32.34     35.79      35.93     42.64
   53        38.22     46.24      33.39     36.94      37.19     44.11
   54        39.63     47.92      34.50     38.14      38.53     45.67
   55        41.12     49.69      35.69     39.42      39.95     47.30
   56        42.59     51.44      36.88     40.72      41.35     48.92
   57        44.14     53.27      38.15     42.11      42.83     50.62
   58        45.76     53.32      39.51     43.62      44.39     52.38
   59        47.46     52.99      40.94     45.21      46.02     53.32
   60        49.24     52.66      42.45     46.88      47.73     53.00
   61        51.06     52.46      44.02     48.60      49.48     52.79
   62        52.98     52.25      45.67     50.43      51.33     52.56
   63        52.83     52.05      47.43     52.30      53.09     52.35
   64        52.48     51.85      49.30     53.06      52.76     52.14
   65        52.13     51.65      51.29     52.75      52.42     51.91
   66        52.02     51.55      53.43     52.69      52.32     51.83
   67        51.91     51.45      53.35     52.61      52.21     51.74
   68        51.80     51.36      53.25     52.53      52.10     51.65
   69        51.68     51.25      53.15     52.45      51.99     51.56
   70        51.56     51.15      53.04     52.36      51.87     51.46
   71        51.42     51.04      52.90     52.21      51.74     51.35
   72        51.28     50.92      52.76     52.07      51.60     51.23
   73        51.14     50.80      52.62     51.94      51.46     51.11
   74        50.99     50.68      52.46     51.80      51.31     50.99
   75        50.84     50.57      52.30     51.65      51.16     50.87
   76        50.68     50.43      52.14     51.50      51.01     50.74
   77        50.52     50.28      51.96     51.35      50.84     50.59
   78        50.36     50.14      51.79     51.19      50.68     50.44
   79        50.20     49.99      51.60     51.04      50.51      50.29
</TABLE>

                                      E-2
<PAGE>
<TABLE>
<CAPTION>
Age at
issue or    Male       Male     Female      Female   Unisex      Unisex
increase   Nonsmoker   Smoker   Nonsmoker   Smoker   Nonsmoker   Smoker
- --------   ---------   ------   ---------   ------   ---------   ------
<S>        <C>         <C>      <C>         <C>      <C>         <C>

   80        50.03     49.83      51.42     50.89      50.35     50.14
   81        49.88     49.70      51.22     50.73      50.18     50.00
   82        49.72     49.57      51.03     50.58      50.02     49.85
   83        49.56     49.42      50.83     50.42      49.85     49.70
   84        49.41     49.28      50.63     50.22      49.68     49.54
   85        49.24     49.13      50.42     50.01      49.51     49.36
</TABLE>

                                    EXAMPLES

For the purpose of these examples, assume that a male, age 35, non-smoker
purchases a $100,000 Policy. His surrender charge is calculated as follows:

The surrender charge is equal to $2,279.00 (22.79 x 100).

Example 1:

Assume the Policy Owner surrenders the Policy in the 10th Policy month. The
surrender charge is $2,279.00.

Example 2:

Assume the Policy Owner surrenders the Policy in the 61st policy month. Also
assume that the surrender charge decreases by 1/9th of the original surrender
charge each year. In this example, the surrender charge would be $1,012.79

                                      E-3
<PAGE>
                                   APPENDIX F
                            PERFORMANCE INFORMATION

The Policies were first offered to the public in 1999. However, we may advertise
"Total Return" and "Average Annual Total Return" performance information based
on the periods that the Sub-Accounts have been in existence (Tables IA and IB),
and based on the periods that the Underlying Funds have been in existence
(Tables IIA and IIB). The results for any period prior to the Policies being
offered will be calculated as if the Policies had been offered during that
period of time, with all charges assumed to be those applicable to the
Sub-Accounts and the Funds.

Total return and average annual total return are based on the hypothetical
profile of a representative Policy 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
Funds' return.

In Tables IA and IIA, performance information under the Policies is net of fund
expenses, mortality and expense risk charges, administrative charges, Monthly
Insurance Protection charges and surrender charges. We take a representative
Policy owner and assume that:

    - The Insured is a male Age 36, standard (non-smoker) underwriting class

    - The Policy 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

We may compare performance information for a sub-account in reports and
promotional literature to:

    - Standard & Poor's 500 Composite Stock Price 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

    - 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.

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.

                                      F-1
<PAGE>
In advertising, sales literature, publications or other materials, we may give
information on various topics of interest to Policy owners and prospective
Policy 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

    - Investment alternatives to certificates of deposit and other financial
      instruments, including comparisons between the Policies 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/heath
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 do
not measure the ability of such companies to meet other non-policy obligations.
The ratings also do not relate to the performance of the Underlying Portfolios.

In each table below, "One-Year Total Return" refers to the total of the income
generated by a sub-account, based on certain charges and assumptions as
described in the respective tables, for the one-year period ended December 31,
1998. "Average Annual Total Return" is based on the same charges and
assumptions, but reflects the hypothetical annually compounded return that would
have produced the same cumulative return if the Sub-Account's performance had
been constant over the entire period. Because average annual total returns tend
to smooth out variations in annual performance return, they are not the same as
actual year-by-year results.

                                      F-2
<PAGE>
                                   TABLE I(A)
       AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1998
                    SINCE INCEPTION OF THE UNDERLYING FUNDS
            NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY

The following performance information is based on the periods that the
Underlying Funds have been in existence. The data is net of expenses of the
Underlying Funds, all Sub-Account charges, and all Policy charges (including
surrender charges) for a representative Policy. It is assumed that the Insured
is male, Age 36, standard (nonsmoker) Premium Class, that the Face Amount of the
Policy is $250,000, that an annual premium payment of $3,000 was made at the
beginning of each Policy year, that all premiums were allocated to each
Sub-Account individually, and that there was a full surrender of the Policy at
the end of the applicable period.

<TABLE>
<CAPTION>
                                                                                        10 YEARS
                                                   ONE-YEAR                             OR LIFE
                                                    TOTAL                5           OF SUB-ACCOUNT
UNDERLYING FUND                                     RETURN             YEARS           (IF LESS)
- ----------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>               <C>
Select Emerging Markets Fund                         N/A                N/A                 -100.00%
Select International Equity Fund                       -100.00%         N/A                  -16.31%
T. Rowe Price International Stock Portfolio            -100.00%         N/A                  -18.84%
Select Aggressive Growth Fund                          -100.00%            -8.94%              2.22%
Select Capital Appreciation Fund                       -100.00%         N/A                  -20.06%
Select Value Opportunity Fund                          -100.00%           -11.38%             -5.13%
Select Growth Fund                                     -100.00%            -0.08%              3.45%
Select Strategic Growth Fund                         N/A                N/A                 -100.00%
Equity Index Fund                                      -100.00%            -0.58%             11.11%
Fidelity VIP Growth Portfolio                          -100.00%             1.40%             10.10%
Select Growth and Income Fund                          -100.00%            -5.38%             -0.78%
Fidelity VIP Equity-Income Portfolio                   -100.00%            -4.20%              7.08%
Fidelity VIP High Income Portfolio                     -100.00%           -55.16%              2.17%
Select Income Fund                                     -100.00%           -60.53%            -11.66%
Investment Grade Income Fund                           -100.00%           -58.73%              0.09%
Money Market Fund                                      -100.00%           -62.22%             -3.84%
</TABLE>

The inception dates for the Underlying Funds are: 4/29/85 for Money Market and
Investment Grade Income; 9/19/85 for Fidelity VIP High Income; 10/9/86 for
Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/28/90 for the Equity
Index; 8/21/92 for Select Income, Select Growth and Income, Select Growth, and
Select Aggressive Growth; 4/30/93 for Select Value Opportunity; 3/31/94 for T.
Rowe Price International Stock; 5/2/94 for Select International Equity; 4/28/95
for Select Capital Appreciation; and 2/20/98 for Select Emerging Markets and
Select Strategic Growth.

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

                                      F-3
<PAGE>
                                   TABLE I(B)
       AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1998
                    SINCE INCEPTION OF THE UNDERLYING FUNDS
             EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the
Underlying Funds have been in existence. The performance information is net of
total Underlying Fund expenses and all Sub-Account charges. THE DATA DOES NOT
REFLECT MONTHLY CHARGES UNDER THE POLICY OR SURRENDER CHARGES. It is assumed
that an annual premium payment of $3,000 was made at the beginning of each
Policy year and that ALL premiums were allocated to EACH Sub-Account
individually.

<TABLE>
<CAPTION>
                                                                                  10 YEARS
                                                      ONE-YEAR                     OR LIFE
                                                       TOTAL           5       OF SUB-ACCOUNT
UNDERLYING FUND                                        RETURN        YEARS        (IF LESS)
- ----------------------------------------------------------------------------------------------
<S>                                                <C>              <C>        <C>
Select Emerging Markets Fund                            N/A           N/A              -21.46%
Select International Equity Fund                           16.48%     N/A               12.26%
T. Rowe Price International Stock Portfolio                15.86%     N/A                9.66%
Select Aggressive Growth Fund                              10.56%    14.99%             18.11%
Select Capital Appreciation Fund                           13.88%     N/A               20.37%
Select Value Opportunity Fund                               4.87%    13.09%             14.71%
Select Growth Fund                                         35.44%    22.15%             19.18%
Select Strategic Growth Fund                            N/A           N/A               -2.47%
Equity Index Fund                                          39.49%    21.74%             19.41%
Fidelity VIP Growth Portfolio                              28.33%    23.39%             20.69%
Select Growth and Income Fund                              16.43%    17.82%             15.53%
Fidelity VIP Equity-Income Portfolio                       11.63%    18.77%             15.62%
Fidelity VIP High Income Portfolio                         -4.33%     8.80%             11.08%
Select Income Fund                                          6.83%     6.05%              6.56%
Investment Grade Income Fund                                7.97%     6.95%              9.17%
Money Market Fund                                           5.51%     5.22%              5.62%
</TABLE>

The inception dates for the Underlying Funds are: 4/29/85 for Money Market and
Investment Grade Income; 9/19/85 for Fidelity VIP High Income; 10/9/86 for
Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/28/90 for the Equity
Index; 8/21/92 for Select Income, Select Growth and Income, Select Growth, and
Select Aggressive Growth; 4/30/93 for Select Value Opportunity; 3/31/94 for T.
Rowe Price International Stock; 5/2/94 for Select International Equity; 4/28/95
for Select Capital Appreciation; and 2/20/98 for Select Emerging Markets and
Select Strategic Growth.

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

                                      F-4
<PAGE>
                                   APPENDIX G
                            MONTHLY EXPENSE CHARGES

A monthly expense charge is computed on the Date of Issue and on each increase
in Face Amount. The Factors used to compute the monthly expense charges vary
with the issue age and underwriting class (Smoker) as indicated in the table
below.

                MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT

<TABLE>
<CAPTION>
 Age at
issue or     Male       Male     Female     Female    Unisex     Unisex
increase   Nonsmoker   Smoker   Nonsmoker   Smoker   Nonsmoker   Smoker
- --------   ---------   ------   ---------   ------   ---------   ------
<S>        <C>         <C>      <C>         <C>      <C>         <C>
    0          N/A      0.11        N/A      0.08        N/A      0.10
    1          N/A      0.11        N/A      0.08        N/A      0.11
    2          N/A      0.12        N/A      0.08        N/A      0.11
    3          N/A      0.12        N/A      0.08        N/A      0.11
    4          N/A      0.12        N/A      0.09        N/A      0.11
    5          N/A      0.12        N/A      0.09        N/A      0.12
    6          N/A      0.13        N/A      0.09        N/A      0.12
    7          N/A      0.13        N/A      0.09        N/A      0.12
    8          N/A      0.13        N/A      0.09        N/A      0.12
    9          N/A      0.14        N/A      0.10        N/A      0.13
   10          N/A      0.14        N/A      0.10        N/A      0.13
   11          N/A      0.14        N/A      0.10        N/A      0.13
   12          N/A      0.14        N/A      0.11        N/A      0.14
   13          N/A      0.15        N/A      0.11        N/A      0.14
   14          N/A      0.15        N/A      0.11        N/A      0.14
   15          N/A      0.15        N/A      0.11        N/A      0.15
   16          N/A      0.16        N/A      0.12        N/A      0.15
   17          N/A      0.16        N/A      0.12        N/A      0.15
   18         0.12      0.16       0.11      0.12       0.12      0.16
   19         0.13      0.17       0.11      0.13       0.12      0.16
   20         0.13      0.17       0.12      0.13       0.13      0.16
   21         0.13      0.17       0.12      0.13       0.13      0.17
   22         0.14      0.18       0.12      0.14       0.13      0.17
   23         0.14      0.18       0.12      0.14       0.14      0.17
   24         0.15      0.19       0.13      0.15       0.14      0.18
   25         0.15      0.19       0.13      0.15       0.15      0.18
   26         0.15      0.19       0.13      0.15       0.15      0.19
   27         0.16      0.20       0.14      0.16       0.15      0.19
   28         0.16      0.20       0.14      0.16       0.16      0.19
   29         0.17      0.21       0.14      0.17       0.16      0.20
   30         0.17      0.21       0.15      0.17       0.17      0.20
   31         0.17      0.21       0.15      0.17       0.17      0.21
   32         0.18      0.22       0.15      0.18       0.17      0.21
   33         0.18      0.22       0.15      0.18       0.18      0.21
   34         0.19      0.23       0.16      0.19       0.18      0.22
   35         0.19      0.23       0.16      0.19       0.18      0.22
   36         0.21      0.25       0.17      0.21       0.20      0.24
   37         0.22      0.27       0.19      0.22       0.21      0.26
   38         0.24      0.29       0.20      0.24       0.23      0.28
   39         0.25      0.31       0.21      0.25       0.24      0.29
   40         0.27      0.33       0.23      0.27       0.26      0.31
   41         0.28      0.34       0.24      0.28       0.27      0.33
   42         0.30      0.36       0.25      0.30       0.29      0.35
   43         0.31      0.38       0.26      0.31       0.30      0.37
</TABLE>

                                      G-1
<PAGE>

<TABLE>
<CAPTION>
 Age at
issue or     Male       Male     Female     Female    Unisex     Unisex
increase   Nonsmoker   Smoker   Nonsmoker   Smoker   Nonsmoker   Smoker
- --------   ---------   ------   ---------   ------   ---------   ------
<S>        <C>         <C>      <C>         <C>      <C>         <C>
   44         0.33      0.40       0.28      0.33       0.32      0.39
   45         0.34      0.42       0.29      0.34       0.33      0.40
   46         0.36      0.44       0.30      0.36       0.35      0.42
   47         0.38      0.46       0.32      0.37       0.36      0.44
   48         0.39      0.48       0.33      0.39       0.38      0.46
   49         0.41      0.50       0.35      0.40       0.40      0.48
   50         0.43      0.52       0.36      0.42       0.42      0.50
   51         0.44      0.54       0.37      0.43       0.43      0.52
   52         0.46      0.56       0.38      0.45       0.44      0.53
   53         0.47      0.57       0.40      0.46       0.46      0.55
   54         0.49      0.59       0.41      0.48       0.47      0.57
   55         0.50      0.61       0.42      0.49       0.48      0.59
   56         0.53      0.65       0.45      0.52       0.51      0.62
   57         0.56      0.69       0.47      0.55       0.55      0.66
   58         0.60      0.72       0.50      0.58       0.58      0.70
   59         0.63      0.76       0.52      0.61       0.61      0.73
   60         0.66      0.80       0.55      0.64       0.64      0.77
   61         0.70      0.82       0.58      0.67       0.68      0.79
   62         0.74      0.83       0.61      0.71       0.71      0.81
   63         0.78      0.85       0.64      0.74       0.75      0.83
   64         0.82      0.86       0.67      0.78       0.79      0.85
   65         0.86      0.88       0.70      0.81       0.83      0.87
   66         0.86      0.88       0.70      0.80       0.83      0.86
   67         0.86      0.87       0.69      0.80       0.82      0.86
   68         0.85      0.87       0.69      0.79       0.82      0.85
   69         0.85      0.86       0.68      0.79       0.82      0.85
   70         0.85      0.86       0.68      0.78       0.82      0.84
   71         0.85      0.86       0.68      0.78       0.82      0.84
   72         0.85      0.86       0.68      0.78       0.82      0.84
   73         0.85      0.86       0.68      0.78       0.82      0.84
   74         0.85      0.86       0.68      0.78       0.82      0.84
   75         0.85      0.86       0.68      0.78       0.82      0.84
   76         0.85      0.86       0.68      0.78       0.82      0.84
   77         0.85      0.86       0.68      0.78       0.82      0.84
   78         0.85      0.86       0.68      0.78       0.82      0.84
   79         0.85      0.86       0.68      0.78       0.82      0.84
   80         0.85      0.86       0.68      0.78       0.82      0.84
   81         0.85      0.86       0.68      0.78       0.82      0.84
   82         0.85      0.86       0.68      0.78       0.82      0.84
   83         0.85      0.86       0.68      0.78       0.82      0.84
   84         0.85      0.86       0.68      0.78       0.82      0.84
   85         0.85      0.86       0.68      0.78       0.82      0.84
</TABLE>

                                    EXAMPLES

For a male, age 35, non-smoker with a $100,000 policy, the monthly expense
charge (per table) would be: $19 ($0.19 x 100)

For a male, age 50, non-smoker with a $100,000 policy, the monthly expense
charge (per table) would be: $43 ($0.43 x 100)

For a male, age 65, non-smoker with a $100,000 policy, the monthly expense
charge (per table) would be: $86 ($0.86 x 100)

                                      G-2


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