VEL ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE & ANN CO, 497, 1998-05-07

VEL ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE & ANN CO
497, 1998-05-07

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INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

This Prospectus describes individual flexible premium variable life insurance
policies ("Policy" or "Policies") offered by Allmerica Financial Life Insurance
and Annuity Company ("Company") to eligible applicants who are members of a
non-qualified benefit plan having five or more members and are age 80 years old
and under. Within limits, you may choose the amount of initial premium desired
and the initial Sum Insured. You have the flexibility to vary the frequency and
amount of premium payments, subject to certain restrictions and conditions. You
may withdraw a portion of the Policy's surrender value, or the Policy may be
fully surrendered at any time, subject to certain limitations.

The Policies permit you to allocate net premiums among up to 20 sub-accounts
("Sub-Accounts") of the VEL Account, (a Separate Account of the Company), and a
fixed interest account ("General Account") of the Company (together "Accounts").
Each Sub-Account invests its assets in a corresponding investment portfolio of
Allmerica Investment Trust ("Trust"), Fidelity Variable Insurance Products Fund
("Fidelity VIP"), Fidelity Variable Insurance Products Fund II ("Fidelity VIP
II"), T. Rowe Price International Series, Inc. ("T. Rowe Price"), and Delaware
Group Premium Fund, Inc. ("DGPF"). The Trust, Fidelity VIP, Fidelity VIP II, T.
Rowe Price and DGPF are open-end, diversified series management investment
companies. The following Underlying Funds are available under the Policies:

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ALLMERICA INVESTMENT TRUST FIDELITY VIP
- --------------------------------- -------------------------------------
Select Aggressive Growth Fund Overseas Portfolio
Select Capital Appreciation Fund Equity-Income Portfolio
Select Value Opportunity Fund Growth Portfolio
Select Emerging Markets Fund High Income Portfolio
Select International Equity Fund
Select Growth Fund FIDELITY VIP II
-------------------------------------
Select Strategic Growth Fund Asset Manager Portfolio
Growth Fund
Equity Index Fund DGPF
-------------------------------------
Select Growth and Income Fund International Equity Series
Investment Grade Income Fund
Government Bond Fund T. ROWE PRICE
-------------------------------------
Money Market Fund T. Rowe Price International Stock
Portfolio
</TABLE>

Certain of the Funds may not be available in all States.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES OF THE
ALLMERICA INVESTMENT TRUST, FIDELITY VARIABLE INSURANCE PRODUCTS FUND, FIDELITY
VARIABLE INSURANCE PRODUCTS FUND II, T. ROWE PRICE INTERNATIONAL SERIES, INC.,
AND DELAWARE GROUP PREMIUM FUND, INC. THE FIDELITY VIP HIGH INCOME PORTFOLIO MAY
INVEST IN HIGHER YIELDING, HIGHER RISK, LOWER RATED DEBT SECURITIES (SEE
"INVESTMENT OBJECTIVES AND POLICIES" IN THIS PROSPECTUS). INVESTORS SHOULD
RETAIN A COPY OF THIS PROSPECTUS FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

DATED MAY 1, 1998
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
(508) 855-1000
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(Continued from cover page)

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 remain in effect so long as the Policy Value
less any outstanding Debt is sufficient to pay certain monthly charges imposed
in connection with the Policy. The Policy Value may decrease to the point where
the Policy will lapse and provide no further death benefit without additional
premium payments.

If the Policy is in effect at the death of the Insured, the Company will pay a
death benefit (the "Death Proceeds") to the Beneficiary. Prior to the Final
Premium Payment Date, the Death Proceeds equal the Sum Insured, less any Debt,
partial withdrawals, and any due and unpaid charges. If the Guideline Premium
Test is in effect (See "Election of Sum Insured Options"), you may choose either
Sum Insured Option 1 (the Sum Insured is fixed in amount) or Sum Insured Option
2 (the Sum Insured includes the Policy Value in addition to a fixed insurance
amount), and may change between Sum Insured Option 1 and Option 2, subject to
certain conditions. If the Cash Value Accumulation Test is in effect, Sum
Insured Option 3 (the Sum Insured is fixed in amount) will apply. A Minimum Sum
Insured, equivalent to a percentage of the Policy Value, will apply if greater
than the Sum Insured otherwise payable under Option 1, Option 2 or Option 3.

In certain circumstances, a Policy may be considered a "modified endowment
contract." Under the Internal Revenue Code ("Code"), any policy loan, partial
withdrawal or surrender from a modified endowment contract may be subject to tax
and tax penalties. See FEDERAL TAX CONSIDERATIONS -- "Modified Endowment
Contracts."

The purpose of the Policy is to provide insurance protection for the Beneficiary
named therein. This Summary is intended to provide only a very brief overview of
the more significant aspects of the Policy. Further detail is provided in this
Prospectus and in the Policy. 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.

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.

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TABLE OF CONTENTS

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SPECIAL TERMS......................................................................... 5
SUMMARY............................................................................... 8
PERFORMANCE INFORMATION............................................................... 17
DESCRIPTION OF THE COMPANY, THE VEL ACCOUNT AND THE UNDERLYING FUNDS.................. 22
INVESTMENT OBJECTIVES AND POLICIES.................................................... 24
INVESTMENT ADVISORY SERVICES.......................................................... 26
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS..................................... 29
VOTING RIGHTS......................................................................... 29
THE POLICY............................................................................ 30
Applying for a Policy............................................................... 30
Free-Look Period.................................................................... 31
Conversion Privileges............................................................... 32
Premium Payments.................................................................... 32
Paid-Up Insurance Option............................................................ 33
Allocation of Net Premiums.......................................................... 33
Transfer Privilege.................................................................. 34
Death Proceeds...................................................................... 35
Guideline Premium Test and Cash Value Accumulation Test............................. 35
Election of Sum Insured Options..................................................... 36
Change in Sum Insured Option........................................................ 38
Change in Face Amount............................................................... 39
Policy Value and Surrender Value.................................................... 40
Payment Options..................................................................... 41
Optional Insurance Benefits......................................................... 42
Surrender........................................................................... 42
Partial Withdrawal.................................................................. 42
CHARGES AND DEDUCTIONS................................................................ 42
State Premium Tax................................................................... 43
Monthly Deduction from Policy Value................................................. 43
Charges Against Assets of the VEL Account........................................... 45
Surrender Charge.................................................................... 46
Charges on Partial Withdrawal....................................................... 47
Transfer Charges.................................................................... 48
Charge for Increase in Face Amount.................................................. 48
Other Administrative Charges........................................................ 48
POLICY LOANS.......................................................................... 48
Loan Interest....................................................................... 49
Repayment of Loans.................................................................. 49
Effect of Policy Loans.............................................................. 50
POLICY TERMINATION AND REINSTATEMENT.................................................. 50
Termination......................................................................... 50
Reinstatement....................................................................... 51
</TABLE>

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<TABLE>
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OTHER POLICY PROVISIONS............................................................... 51
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY....................................... 53
DISTRIBUTION.......................................................................... 54
SERVICES.............................................................................. 54
REPORTS............................................................................... 54
LEGAL PROCEEDINGS..................................................................... 55
FURTHER INFORMATION................................................................... 55
INDEPENDENT ACCOUNTANTS............................................................... 55
FEDERAL TAX CONSIDERATIONS............................................................ 55
The Company and the VEL Account..................................................... 55
Taxation of the Policies............................................................ 56
Policy Loans........................................................................ 56
Modified Endowment Contracts........................................................ 57
MORE INFORMATION ABOUT THE GENERAL ACCOUNT............................................ 57
General Description................................................................. 57
General Account Value............................................................... 57
The Policy.......................................................................... 58
Transfers, Surrenders, Partial Withdrawals and Policy Loans......................... 58
FINANCIAL STATEMENTS.................................................................. 58
APPENDIX A -- OPTIONAL BENEFITS....................................................... A-1
APPENDIX B -- PAYMENT OPTIONS......................................................... B-1
APPENDIX C -- ILLUSTRATIONS........................................................... C-1
APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES................................ D-1
</TABLE>

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SPECIAL TERMS

AGE: The Insured's age as of the nearest birthday measured from a Policy
anniversary.

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

BENEFICIARY: The person(s) designated by the Policyowner to receive the
insurance proceeds upon the death of the Insured.

COMPANY: Allmerica Financial Life Insurance and Annuity Company.

DATE OF ISSUE: The date set forth in the Policy used to determine the Monthly
Payment Date, Policy months, Policy years, and Policy anniversaries.

DEATH PROCEEDS: Prior to the Final Premium Payment Date, the Death Proceeds
equal the amount calculated under the applicable Sum Insured Option, less Debt
outstanding at the time of the Insured's death, partial withdrawals, if any,
partial withdrawal charges, and any due and unpaid Monthly Deductions. After the
Final Premium Payment Date, the Death Proceeds equal the Surrender Value of the
Policy.

DEBT: All unpaid Policy loans plus interest due or accrued on such loans.

DELIVERY RECEIPT: An acknowledgment, signed by the Policyowner and returned to
the Company's Principal Office, that the Policyowner has received the Policy and
the Notice of Withdrawal Rights.

EVIDENCE OF INSURABILITY: Information, satisfactory to the Company, that is used
to determine the Insured's Premium Class.

FACE AMOUNT: The amount of insurance coverage applied for. The Face Amount of
each Policy is set forth in the specification pages of the Policy.

FINAL PREMIUM PAYMENT DATE: The Policy anniversary nearest the Insured's 95th
birthday. The Final Premium Payment Date is the latest date on which a premium
payment may be made. After this date, the Death Proceeds equal the Surrender
Value of the Policy.

GENERAL ACCOUNT: All the assets of the Company other than those held in a
Separate Account.

GUIDELINE ANNUAL PREMIUM: The annual amount of premium that would be payable
through the Final Premium Payment Date of a Policy for the specified Sum
Insured, if premiums were fixed by the Company as to both timing and amount, and
monthly cost of insurance charges were based on the 1980 Commissioners Standard
Ordinary Mortality Table, Smoker or Non-Smoker, Male, Female (or Table B for
unisex Policies), net investment earnings at an annual effective rate of 5%, and
fees and charges as set forth in the Policy and any Policy riders. The Sum
Insured Option 1 Guideline Annual Premium is used when calculating the maximum
surrender charge.

GUIDELINE MINIMUM SUM INSURED: The minimum Sum Insured required to qualify the
Policy as "life insurance" under federal tax laws. The Guideline Minimum Sum
Insured varies by Age. It is calculated by multiplying the Policy Value by a
percentage determined by the Insured's Age.

INSURANCE AMOUNT AT RISK: The Sum Insured less the Policy Value.

LOAN VALUE: The maximum amount that may be borrowed under the Policy.

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MONTHLY PAYMENT DATE: The date on which the Monthly Deduction is deducted from
Policy Value.

MONTHLY DEDUCTION: Charges deducted monthly from the Policy Value of a Policy
prior to the Final Premium Payment Date. The charges include the monthly cost of
insurance, the monthly cost of any benefits provided by riders, and the monthly
administrative charge.

NET PREMIUM: An amount equal to the premium less a premium tax charge.

POLICY CHANGE: Any change in the Face Amount, the addition or deletion of a
rider, or a change in the Sum Insured Option.

POLICY VALUE: The total amount available for investment under a Policy at any
time. It is equal to the sum of (a) the value of the Accumulation Units credited
to a Policy in the Sub-Accounts and (b) the accumulation in the General Account
credited to that Policy.

POLICYOWNER: The person, persons or entity entitled to exercise the rights and
privileges under the Policy.

PREMIUM CLASS: The risk classification that the Company assigns the Insured
based on the information in the application and any other Evidence of
Insurability considered by the Company. The Insured's Premium Class will affect
the cost of insurance charge and the amount of premium required to keep the
Policy in force.

PRINCIPAL OFFICE: The Company's office, located at 440 Lincoln Street,
Worcester, Massachusetts 01653.

PRO-RATA ALLOCATION: In certain circumstances, you may specify from which
Sub-Account certain deductions will be made or to which Sub-Account Policy Value
will be allocated. If you do not, the Company will allocate the deduction or
Policy Value among the General Account and the Sub-Accounts in the same
proportion that the Policy Value in the General Account and the Policy Value in
each Sub-Account bear to the total Policy Value on the date of deduction or
allocation.

SEPARATE ACCOUNT: A Separate Account consists of assets segregated from the
Company's other assets. The investment performance of the assets of each
Separate Account is determined separately from the other assets of the Company.
The assets of a Separate Account which are equal to the reserves and other
contract liabilities are not chargeable with liabilities arising out of any
other business which the Company may conduct.

SUB-ACCOUNT: A subdivision of the VEL Account. Each Sub-Account invests
exclusively in the shares of a corresponding Fund of the Allmerica Investment
Trust, a corresponding Portfolio of the Variable Insurance Products Fund or the
Variable Insurance Products Fund II, the Portfolio of T. Rowe Price
International Series, Inc., or the Series of Delaware Group Premium Fund, Inc.

SUM INSURED: The amount payable upon the death of the Insured before the Final
Premium Payment Date, prior to deductions for Debt outstanding at the time of
the Insured's death, partial withdrawals and partial withdrawal charges, if any,
and any due and unpaid monthly deductions. The amount of the Sum Insured will
depend on the Sum Insured Option chosen, but will always be at least equal to
the Face Amount.

SURRENDER VALUE: The amount payable upon a full surrender of the Policy. It is
the Policy Value, less any Debt and any surrender charges.

UNDERLYING FUNDS (FUNDS): The Funds of the Allmerica Investment Trust, the
Portfolios of the Variable Insurance Products Fund and Variable Insurance
Products Fund II, the Portfolio of T. Rowe Price International Series, Inc. and
the Series of the Delaware Group Premium Fund, Inc. available under the
Policies.

VALUATION DATE: A day on which the net asset value of the shares of any of the
Underlying Funds is determined and Accumulation Unit values of the Sub-Accounts
are determined. Valuation Dates currently

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occur on each day on which the New York Stock Exchange is open for trading, and
on such other days (other than a day during which no payment, partial
withdrawal, or surrender of a Policy is received) when there is a sufficient
degree of trading in an Underlying Fund's securities such that the current net
asset value of the Sub-Accounts may be materially affected.

VALUATION PERIOD: The interval between two consecutive Valuation Dates.

VEL ACCOUNT: A Separate Account of the Company to which the Policyowner may make
Net Premium allocations.

WRITTEN REQUEST: A request by the Policyowner in writing, satisfactory to the
Company.

YOU OR YOUR: The Policyowner, as shown in the application or the latest change
filed with the Company.

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SUMMARY

FREE-LOOK PERIOD -- The Policy provides for an initial free-look period. You
may cancel the Policy by mailing or delivering it to the Principal Office or
to an agent of the Company on or before the latest of:

- 45 days after the application for the Policy is signed,

- ten days after you receive the Policy (or, if required by state law, the
longer period indicated in your Policy), or

- ten days after the Company mails or personally delivers a Notice of
Withdrawal Rights to you.

Upon returning the Policy, you will receive a refund equal to the sum of:

(1) the difference between the premium, including fees and charges paid,
and any amount allocated to the VEL Account, PLUS

(2) the value of the amounts allocated to the VEL Account, PLUS

(3) any fees or charges imposed on the amounts allocated to the VEL
Account.

The amount refunded in (1) above includes any premiums allocated to the
General Account. Where required by state law, however, the Company will refund
the entire amount of premiums paid. A free-look privilege also applies after a
requested increase in the Face Amount. See THE POLICY -- "Free-Look Period."

CONVERSION PRIVILEGES -- During the first 24 Policy months after the Date of
Issue, subject to certain restrictions, you may convert the Policy to a
non-variable flexible premium adjustable life insurance policy by
simultaneously transferring all accumulated value in the Sub-Accounts to the
General Account and instructing the Company to allocate all future premiums to
the General Account. A similar conversion privilege is in effect for 24 Policy
months after the date of an increase in the Face Amount. Where required by
state law, and at your request, the Company will issue a flexible premium
adjustable life insurance policy to you. The new policy will have the same
Face Amount, Issue Age, Date of Issue, and risk classifications as the
original Policy. See THE POLICY -- "Conversion Privileges."

ABOUT THE POLICY

The Policy allows you to make premium payments in any amount and frequency,
subject to certain limitations. As long as the Policy remains in force, it will
provide for:

- life insurance coverage on the named Insured,

- Policy Value,

- surrender rights and partial withdrawal rights,

- loan privileges, and

- in some cases, additional insurance benefits available by rider for an
additional charge.

LIFE INSURANCE
The Policies are life insurance contracts with death benefits, Policy Value, and
other features traditionally associated with life insurance. The Policies are
"variable" because, unlike the fixed benefits of ordinary

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whole life insurance, the Policy Value will, and under certain circumstances the
Death Proceeds may, increase or decrease depending on the investment experience
of the Sub-Accounts of the VEL Account.

FLEXIBLE PREMIUM
The Policy is a "flexible premium" policy because, unlike traditional insurance
policies, there is no fixed schedule for premium payments. Although you may
establish a schedule of premium payments ("planned premium payments"), failure
to make the planned premium payments will not necessarily cause a Policy to
lapse, nor will making the planned premium payments guarantee that a Policy will
remain in force. Thus, you may, but are not required to, pay additional
premiums.

The Policy will remain in force until the Surrender Value is insufficient to
cover the next Monthly Deduction and loan interest accrued, if any, and a grace
period of 62 days has expired without adequate payment being made by you.

APPLYING FOR A POLICY
At the time of applying for a Policy, the proposed Insured will complete an
application, which lists the proposed amount of insurance and indicates how much
of that insurance is considered eligible for simplified underwriting. If the
eligibility questions on the application are answered "Yes" and the application
is returned within 30 days of the eligibility date, the Company will provide
immediate coverage equal to the simplified underwriting amount. If the proposed
Insured is a standard premium class, any insurance in excess of the simplified
underwriting amount will begin on the date the application and medical
examinations, if any, are completed. If the proposed Insured cannot answer the
eligibility questions "Yes" and if the proposed Insured is not a standard risk,
insurance coverage will begin only after the Company (1) approves the
application, (2) the Policy is delivered and accepted, and (3) the first premium
is paid.

If any premiums are paid prior to the issuance of the Policy, such premiums will
be held in the Company's General Account. If your application is approved and
the Policy is issued and accepted, the initial premiums held in the General
Account will be credited with interest at a specified rate beginning not later
than the date of receipt of the premiums at the Company's Principal Office. IF A
POLICY IS NOT ISSUED AND ACCEPTED, THE INITIAL PREMIUMS WILL BE RETURNED TO YOU
WITHOUT INTEREST.

Upon completion of issuance procedures, delivery of the Policy, and receipt of
any additional premiums, if less than $10,000 of initial Net Premiums have been
received by the Company, such Net Premiums will be allocated to the Sub-Accounts
according to your instructions. Generally, if initial Net Premiums equal or
exceed $10,000, or if the Policy provides for planned premium payments during
the first year equal to or exceeding $10,000 annually, $5,000 semi-annually,
$2,500 quarterly or $1,000 monthly, the entire Net Premium plus any interest
earned will be allocated to the Sub-Accounts upon return to the Company of a
Delivery Receipt. Thereafter, such amounts will be allocated to the Sub-Accounts
as instructed. If the Policy is issued to the trustee of an employee benefit
plan, the amounts held in the Company's General Account will be allocated to the
Sub-Accounts according to the Policyowner's instructions upon return of a
Delivery Receipt to the Principal Office. See THE POLICY -- "Applying for a
Policy."

ALLOCATION OF NET PREMIUMS
Net Premiums are the premiums paid less the actual premium tax. Net Premiums may
be allocated to one or more Sub-Accounts of the VEL Account, to the General
Account, or to any combination of Accounts. You bear the investment risk of Net
Premiums allocated to the Sub-Accounts. Allocations may be made to no more than
seven Sub-Accounts at any one time. The minimum allocation is 1% of Net Premium.
All allocations must be in whole numbers and must total 100%. See THE POLICY --
"Allocation of Net Premiums."

Premiums allocated to the Company's General Account will earn a fixed rate of
interest. Net Premiums and minimum interest are guaranteed by the Company. For
more information, see MORE INFORMATION ABOUT THE GENERAL ACCOUNT.

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POLICY VALUE AND SURRENDER VALUE
The Policy Value is the total amount available for investment under a Policy at
any time. It is the sum of the value of all Accumulation Units in the
Sub-Accounts of the VEL Account and all accumulations in the General Account of
the Company credited to the Policy. The Policy Value reflects the amount and
frequency of Net Premiums paid, charges and deductions imposed under the Policy,
interest credited to accumulations in the General Account, investment
performance of the Sub-Account(s) to which Policy Value has been allocated, and
partial withdrawals. The Policy Value may be relevant to the computation of the
Death Proceeds. You bear the entire investment risk for amounts allocated to the
VEL Account. The Company does not guarantee a minimum Policy Value.

The Surrender Value will be the Policy Value, less any Debt and surrender
charges. The Surrender Value is relevant, for example, in the computation of the
amounts available upon partial withdrawals, Policy loans or surrender.

POLICY LAPSE AND REINSTATEMENT
The failure to make premium payments will not cause a Policy to lapse unless:

(a) the Surrender Value is insufficient to cover the next Monthly Deduction
plus loan interest accrued, if any, or

(b) Debt exceeds Policy Value.

A 62-day grace period applies to each situation.

Subject to certain conditions (including Evidence of Insurability showing that
the Insured is insurable according to the Company's underwriting rules and the
payment of sufficient premium), a Policy may be reinstated at any time within
three years after the expiration of the grace period and prior to the Final
Premium Payment Date. See POLICY TERMINATION AND REINSTATEMENT.

PARTIAL WITHDRAWAL
After the first Policy year, you may make partial withdrawals in a minimum
amount of $500 from the Policy Value. Under Option 1 or Option 3, the Face
Amount is reduced by the amount of the partial withdrawal, and a partial
withdrawal will not be allowed if it would reduce the Face Amount below $40,000.

A transaction charge which is described in CHARGES AND DEDUCTIONS -- "Charges on
Partial Withdrawal," will be assessed to reimburse the Company for the cost of
processing each partial withdrawal. A partial withdrawal charge also may be
imposed upon a partial withdrawal. Generally, amounts withdrawn during each
Policy year in excess of 10% of the Policy Value ("excess withdrawal") are
subject to the partial withdrawal charge. The partial withdrawal charge is equal
to 5% of the excess withdrawal up to the surrender charge on the date of
withdrawal. If no surrender charge is applicable at the time of withdrawal, no
partial withdrawal charge will be deducted. The Policy's outstanding surrender
charge will be reduced by the amount of the partial withdrawal charge deducted.
See THE POLICY -- "Partial Withdrawal" and CHARGES AND DEDUCTIONS -- "Charges on
Partial Withdrawal."

LOAN PRIVILEGE
You may borrow against the Policy Value. The total amount you may borrow is the
Loan Value. Loan Value in the first Policy year is 75% of an amount equal to
Policy Value less surrender charge, Monthly Deductions, and interest on Debt to
the end of the Policy year. Thereafter, Loan Value is 90% of an amount equal to
Policy Value less the surrender charge.

Policy loans will be allocated among the General Account and the Sub-Accounts in
accordance with your instructions. If no allocation is made by you, the Company
will make a Pro-Rata Allocation among the Accounts. In either case, Policy Value
equal to the Policy loan will be transferred from the appropriate Sub-Account(s)
to the General Account, and will earn monthly interest at an effective annual
rate of at least 6%.

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Therefore, a Policy loan may have a permanent impact on the Policy Value even
though it is eventually repaid. Although the loan amount is a part of the Policy
Value, the Death Proceeds will be reduced by the amount of outstanding Debt at
the time of death.

Policy loans will bear interest at a fixed rate of 8% per year, due and payable
in arrears at the end of each Policy year. If interest is not paid when due, it
will be added to the loan balance. Policy loans may be repaid at any time. You
must notify the Company if a payment is a loan repayment; otherwise, it will be
considered a premium payment. Any partial or full repayment of Debt by you will
be allocated to the General Account or Sub-Accounts in accordance with your
instructions. If you do not specify an allocation, the Company will allocate the
loan repayment in accordance with your most recent premium allocation
instructions. See POLICY LOANS.

PREFERRED LOAN OPTION
A preferred loan option is available under the Policies. The preferred loan
option will be available upon Written Request. It may be revoked by you at any
time. If this option has been selected, after the tenth policy anniversary
Policy Value in the General Account equal to the loan amount will be credited
with interest at an effective annual yield of at least 7.5%. Our current
practice is to credit a rate of interest equal to the rate being charged for the
preferred loan.

There is some uncertainty as to the tax treatment of preferred loans. Consult a
qualified tax adviser (and see FEDERAL TAX CONSIDERATIONS). THE PREFERRED LOAN
OPTION IS NOT AVAILABLE IN ALL STATES.

DEATH PROCEEDS
The Policy provides for the payment of certain Death Proceeds to the named
Beneficiary upon the death of the Insured. Prior to the Final Premium Payment
Date, the Death Proceeds will be equal to the Sum Insured, reduced by any
outstanding Debt, partial withdrawals, partial withdrawal charges, and any
Monthly Deductions due and not yet deducted through the Policy month in which
the Insured dies. Three Sum Insured Options are available. Under Option 1 and
Option 3, the Sum Insured is the greater of the Face Amount of the Policy or the
Guideline Minimum Sum Insured. Under Option 2, the Sum Insured is the greater of
the Face Amount of the Policy plus the Policy Value or the Guideline Minimum Sum
Insured. The Guideline Minimum Sum Insured is equivalent to a percentage
(determined each month based on the Insured's Age) of the Policy Value. On or
after the Final Premium Payment Date, the Death Proceeds will equal the
Surrender Value. See THE POLICY -- "Death Proceeds."

The Death Proceeds under the Policy may be received in a lump sum or under one
of the Payment Options described in the Policy. See "APPENDIX B -- PAYMENT
OPTIONS".

FLEXIBILITY TO ADJUST SUM INSURED
Subject to certain limitations, you may adjust the Sum Insured, and thus the
Death Proceeds, at any time prior to the Final Premium Payment Date, by
increasing or decreasing the Face Amount of the Policy. Any change in the Face
Amount will affect the monthly cost of insurance charges and the amount of the
surrender charge. If the Face Amount is decreased, a pro-rata surrender charge
may be imposed. The Policy Value is reduced by the amount of the charge. See THE
POLICY -- "Change in Face Amount."

The minimum increase in Face Amount is $10,000, and any increase may also
require additional Evidence of Insurability satisfactory to the Company. The
increase is subject to a "free-look period" and, during the first 24 months
after the increase, to a conversion privilege. See THE POLICY -- "Free-Look
Period" and "Conversion Privileges."

ADDITIONAL INSURANCE BENEFITS
You have the flexibility to add additional insurance benefits by rider. These
include the Waiver of Premium Rider, Accidental Death Benefit Rider, Guaranteed
Insurability Rider, Other Insured Rider, Children's

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<PAGE>
Insurance Rider, Exchange Option Rider, Living Benefits Rider, and Exchange to
Term Insurance Rider. See APPENDIX A -- OPTIONAL BENEFITS.

The cost of these optional insurance benefits will be deducted from Policy Value
as part of the Monthly Deduction. See CHARGES AND DEDUCTIONS -- "Monthly
Deduction from Policy Value."

POLICY FEES AND CHARGES

There are costs related to the insurance and investment features of the Policy.
Fees and charges to cover these costs are deducted in several ways.

PREMIUM TAX CHARGE
A charge for state and local premium taxes (if any) is deducted from each
premium payment. State premium taxes generally range from 0.75% to 5%, while
local premium taxes (if any) vary by jurisdiction within a state. The premium
tax charge will change when either the applicable jurisdiction changes or the
tax rate within the applicable jurisdiction changes. The Company should be
notified of any change in address of the Insured as soon as possible.

MONTHLY DEDUCTIONS FROM POLICY VALUE
On the Date of Issue and each Monthly Payment Date thereafter prior to the Final
Premium Payment Date, certain charges ("Monthly Deductions") will be deducted
from the Policy Value. The Monthly Deduction consists of a charge for cost of
insurance, a charge for the cost of any additional benefits provided by rider,
and a charge for administrative expenses. You may instruct the Company to deduct
the Monthly Deduction from one specific Sub-Account. If you do not, the Company
will make a Pro-Rata Allocation of the charge. No Monthly Deductions are made on
or after the Final Premium Payment Date.

The MONTHLY COST OF INSURANCE CHARGE is determined by multiplying the Insurance
Amount at Risk (the Sum Insured minus the Policy Value) for each Policy month by
the applicable cost of insurance rate or rates. The Insurance Amount at Risk
will be affected by any decreases or increases in the Face Amount.

A MONTHLY ADMINISTRATIVE CHARGE of $5 per month is made for administrative
expenses. The charge is designed to reimburse the Company for the costs
associated with issuing and administering the Policies, such as processing
premium payments, Policy loans and loan repayments, changes in Sum Insured
Option, and death claims. These charges also help cover the cost of providing
annual statements and responding to Policyowner inquiries. The monthly
administrative charge is described in CHARGES AND DEDUCTIONS -- "Monthly
Deduction from Policy Value."

As noted above, certain additional insurance rider benefits are available under
the Policy for an additional monthly charge. See APPENDIX A -- OPTIONAL
BENEFITS.

DEDUCTIONS FROM THE VEL ACCOUNT
A daily charge equivalent to an effective annual rate of 0.65% of the average
daily net asset value of each Sub-Account of the VEL Account is imposed to
compensate the Company for its assumption of certain mortality and expense
risks. See CHARGES AND DEDUCTIONS -- "Charges Against Assets of the VEL
Account."

In addition to the charges described above, certain fees and expenses are
deducted from the assets of the Underlying Funds. See CHARGES AND DEDUCTIONS --
"Charges Against Assets of the VEL Account." The levels of fees and expenses
vary among the Underlying Funds.

SURRENDER CHARGES

At any time that a Policy is in effect, a Policyowner may elect to surrender the
Policy and receive its Surrender Value. A surrender charge is calculated upon
issuance of the Policy and upon each increase in Face Amount.

12
<PAGE>
The surrender charge is only imposed if less than ten years have elapsed from
the Date of Issue or any increase in the Face Amount and you request a full
surrender or a decrease in Face Amount.

DEFERRED ADMINISTRATIVE CHARGE
A component of the surrender charge is a charge for administrative expenses.
This deferred administrative charge is $8.50 per thousand dollars of the initial
Face Amount or of an increase in Face Amount. The charge is designed to
reimburse the Company for administrative costs associated with product research
and development, underwriting, Policy administration, decreasing the Face
Amount, and surrendering a Policy. Because the maximum surrender charge reduces
by 1% per month after the 44th Policy month and becomes zero after the 120th
month after Date of Issue or the effective date of an increase in Face Amount,
in certain situations some or all of the deferred administrative charge may not
be assessed upon surrender of the Policy. See THE POLICY -- "Surrender" and
CHARGES AND DEDUCTIONS -- "Surrender Charge."

SURRENDER CHARGE ON THE INITIAL FACE AMOUNT
The maximum surrender charge calculated upon issuance of the Policy is equal to
the sum of (a) plus (b) where (a) is a deferred administrative charge equal to
$8.50 per thousand dollars of the initial Face Amount and (b) is a deferred
sales charge equal to 30% of the Guideline Annual Premium. In accordance with
limitations under state insurance regulations, the amount of the maximum
surrender charge will not exceed a specified amount per $1,000 of initial Face
Amount, as indicated in APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES.
The maximum surrender charge remains level for the first 44 Policy months,
reduces by 1% per month for the next 76 Policy months, and is zero thereafter.
If you surrender the Policy before making premium payments associated with the
initial Face Amount which are at least equal to the Guideline Annual Premium,
the actual surrender charge imposed may be less than the maximum. See THE POLICY
- -- "Surrender" and CHARGES AND DEDUCTIONS -- "Surrender Charge."

SURRENDER CHARGE ON INCREASES IN FACE AMOUNT
A separate surrender charge will apply to and is calculated for each increase in
Face Amount. The maximum surrender charge for the increase is equal to the sum
of (a) plus (b) where (a) is equal to $8.50 per thousand dollars of increase,
and (b) is equal to 30% of the Guideline Annual Premium for the increase. In
accordance with limitations under state insurance regulations, the amount of the
Surrender Charge will not exceed a specified amount per $1,000 of increase, as
indicated in APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES. As is true
for the initial Face Amount, (a) is a deferred administrative charge and (b) is
a deferred sales charge. This maximum surrender charge remains level for the
first 44 Policy months following the increase, reduces by 1% per month for the
next 76 Policy months, and is zero thereafter. The actual surrender charge with
respect to the increase may be less than the maximum. See THE POLICY --
"Surrender" and CHARGES AND DEDUCTIONS -- "Surrender Charge."

SURRENDER CHARGES ON DECREASES IN FACE AMOUNT
In the event of a decrease in Face Amount, the surrender charge imposed is
proportional to the charge that would apply to a full surrender. See THE POLICY
- -- "Surrender" and CHARGES AND DEDUCTIONS -- "Surrender Charge."

OTHER CHARGES (NON-PERIODIC)

TRANSACTION CHARGE ON PARTIAL WITHDRAWALS
A transaction charge, which is the smaller of 2% of the amount withdrawn or $25,
is assessed at the time of each partial withdrawal to reimburse the Company for
the cost of processing the withdrawal. In addition to the transaction charge, a
partial withdrawal charge may also be made under certain circumstances. See
CHARGES AND DEDUCTIONS -- "Charges on Partial Withdrawal."

CHARGE FOR INCREASE IN FACE AMOUNT
For each increase in Face Amount, a charge of $40 will be deducted from Policy
Value. This charge is designed to reimburse the Company for underwriting and
administrative costs associated with the increase.

13
<PAGE>
See THE POLICY -- "Change In Face Amount" and CHARGES AND DEDUCTIONS -- "Charge
for Increase In Face Amount."

TRANSFER CHARGE
The first 12 transfers of Policy Value in a Policy year will be free of charge.
Thereafter, with certain exceptions, a transfer charge of $10 will be imposed
for each transfer request to reimburse the Company for the costs of processing
the transfer. See THE POLICY -- "Transfer Privilege" and CHARGES AND DEDUCTIONS
- -- "Transfer Charges."

OTHER ADMINISTRATIVE CHARGES
The Company reserves the right to impose a charge for the administrative costs
associated with changing the Net Premium allocation instructions, for changing
the allocation of any Monthly Deductions among the various Sub-Accounts, or for
a projection of values. See "CHARGES AND DEDUCTIONS -- Other Administrative
Charges."

INVESTMENT OPTIONS

The Policies permit Net Premiums to be allocated either to the Company's General
Account or to the VEL Account. The VEL Account is currently comprised of 21
Sub-Accounts ("Sub-Accounts"). Of these 21 Sub-Accounts, 20 are available to the
Policies. Each Sub-Account invests exclusively in a corresponding Underlying
Fund of the Allmerica Investment Trust ("Trust") managed by Allmerica
Investment, the Fidelity Variable Insurance Products Fund ("Fidelity VIP") or
the Fidelity Variable Insurance Products Fund II ("Fidelity VIP II") managed by
Fidelity Management and Research Company ("FMR"), 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, or the Delaware Group Premium Fund, Inc. ("DGPF") managed by Delaware
International with respect to the International Equity Series. In some states,
insurance regulations may restrict the availability of particular Underlying
Funds. The Policies permit 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."

The Trust, Fidelity VIP, Fidelity VIP II, T. Rowe Price and DGPF are open-end,
diversified series management investment companies. Each of the Funds has its
own investment objectives. However, certain underlying Funds have investment
objectives similar to other underlying Funds. The following Funds are available
under the Policies:

14
<PAGE>
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, THE SEPARATE ACCOUNT, AND THE UNDERLYING FUNDS."

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

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

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

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

** The Select Value Opportunity Fund was formerly known as the "Small-Mid Cap
Value Fund." Effective April 1, 1997, the management fee rate of the former
Small-Mid Cap Value Fund was revised. In addition, effective April 1, 1997 and
until further notice, the management fee rate has been voluntarily limited to an
annual rate of 0.90% of average daily net assets, and total expenses are limited
to 1.25% of average daily net assets. The management fee ratio shown above for
the Select Value Opportunity Fund has been adjusted to assume that the revised
rate and the voluntary limitations took effect on January 1, 1997. Without these
adjustments, the management fee ratio and the total fund expense ratio would
have been 0.95% and 1.09%, respectively. The management fee limitation may be
terminated at any time.

(1) Until further notice, AFIMS has declared a voluntary expense limitation of
1.35% of average net assets for the Select Aggressive Growth Fund and Select
Capital Appreciation Fund, 1.50% for the Select International

15
<PAGE>
Equity Fund, 1.25% for the Select Value Opportunity Fund, 1.20% for the Growth
Fund and Select Growth Fund, 1.10% for the Select Growth and Income, 1.00% for
the Investment Grade Income Fund and Government Bond Fund, and 0.60% for the
Money Market Fund and Equity Index Fund. The total operating expenses of these
Funds of the Trust were less than their respective expense limitations
throughout 1997.

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

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

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

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

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

TAX TREATMENT

A Policy is generally subject to the same federal income tax treatment as a
conventional fixed benefit life insurance policy. Under current tax law, to the
extent there is no change in benefits, you will be taxed on Policy Value
withdrawn from the Policy only to the extent that the amount withdrawn exceeds
the total premiums paid. Withdrawals in excess of premiums paid will be treated
as ordinary income. During the first 15 Policy years, however, an "interest
first" rule applies to any distribution of cash that is required under Section
7702 of the Internal Revenue Code because of a reduction in benefits under the
Policy. Death Proceeds under the Policy are excludable from the gross income of
the Beneficiary, but in some circumstances the Death Proceeds or the Policy
Value may be subject to federal estate tax. See FEDERAL TAX CONSIDERATIONS --
"Taxation of the Policies."

A Policy offered by this Prospectus may be considered a "modified endowment
contract" if it fails a "seven-pay" test. The Policy fails to satisfy the
seven-pay test if the cumulative premiums paid under the Policy at any time
during the first seven Policy years or within seven years of a material change
in the Policy exceeds the sum of the net level premiums that would have been
paid, had the Policy provided for paid-up future benefits after the payment of
seven level premiums. If the Policy is considered a modified endowment contract,
all distributions (including Policy loans, partial withdrawals, surrenders or
assignments) will be taxed on an "income-first" basis. With certain exceptions,
an additional 10% penalty will be imposed on the portion of any distribution
that is includible in income. For more information, see FEDERAL TAX
CONSIDERATIONS -- "Modified Endowment Contracts."

16
<PAGE>
PERFORMANCE INFORMATION

The Policies were first offered to the public in 1991. The Company 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, the Underlying Funds, and (Table I) under a "representative"
Policy that is surrendered at the end of the applicable period. FOR MORE
INFORMATION ON CHARGES UNDER THE POLICIES, SEE CHARGES AND DEDUCTIONS.

Performance information may be compared, in reports and promotional literature,
to: (1) the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"), Dow
Jones Industrial Average (DJIA), Shearson Lehman Aggregate Bond Index or other
unmanaged indices so that investors may compare results with those of a group of
unmanaged securities widely regarded by investors as representative of the
securities markets in general; (2) other groups of variable life Separate
Accounts or other investment products tracked by Lipper Analytical Services, a
widely used independent research firm which ranks mutual funds and other
investment products by overall performance, investment objectives, and assets,
or tracked by other services, companies, publications, or persons, such as
Morningstar, Inc., who rank such investment products on overall performance or
other criteria; or (3) the Consumer Price Index (a measure for inflation) to
assess the real rate of return from an investment. Unmanaged indices may assume
the reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.

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

The Company may provide information on various topics of interest to
Policyowners and prospective Policyowners in sales literature, periodic
publications or other materials. These topics may include the relationship
between sectors of the economy and the economy as a whole and its effect on
various securities markets, investment strategies and techniques (such as value
investing, market timing, dollar cost averaging, asset allocation, constant
ratio transfer and account rebalancing), the advantages and disadvantages of
investing in tax-deferred and taxable investments, customer profiles and
hypothetical purchase and investment scenarios, financial management and tax and
retirement planning, and investment alternatives to certificates of deposit and
other financial instruments.

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,
1997. "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.

17
<PAGE>
TABLE I(A)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE SUB-ACCOUNTS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The data is net of expenses of the
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 (approximately one
Guideline Annual Premium) 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
OR LIFE
ONE-YEAR OF
TOTAL 5 SUB-ACCOUNT
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund -94.78% N/A 7.70%
Select Capital Appreciation Fund -98.77% N/A -8.30%
Select Value Opportunity Fund -89.23% N/A 6.38%
T. Rowe Price International Stock Portfolio -100.00% N/A -27.43%
Fidelity VIP Overseas Portfolio -100.00% N/A 3.68%
Select International Equity Fund -100.00% N/A -8.98%
DGPF International Equity Series -100.00% N/A -3.15%
Fidelity VIP Growth Portfolio -90.46% N/A 17.63%
Select Growth Fund -80.90% N/A 12.80%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund -88.96% N/A 18.22%
Equity Index Fund -82.39% N/A 20.66%
Fidelity VIP Equity-Income Portfolio -86.29% N/A 18.29%
Select Growth and Income Fund -91.34% N/A 10.87%
Fidelity VIP II Asset Manager Portfolio -93.02% N/A -5.85%
Fidelity VIP High Income Portfolio -95.71% N/A 9.73%
Investment Grade Income Fund -100.00% N/A 3.79%
Government Bond Fund -100.00% N/A -1.96%
Money Market Fund -100.00% N/A 0.67%
</TABLE>

The inception dates for the Sub-Accounts are: 11/19/87 for Growth, for Fidelity
VIP Overseas, and for Fidelity VIP High Income; 12/2/87 for Investment Grade
Income; 12/22/87 for Money Market; 10/25/90 for Equity Index; 11/6/91 for
Government Bond; 9/17/92 for Select Aggressive Growth, for Select Growth, and
for Select Growth and Income; 5/6/93 for Select Value Opportunity; 5/3/94 for
Select International Equity; 4/30/95 for the Select Capital Appreciation Fund;
11/16/87 for Fidelity VIP Equity-Income and for Fidelity VIP Growth; 5/11/94 for
Fidelity VIP II Asset Manager; 5/18/93 for DGPF International Equity; and
6/25/95 for the T. Rowe Price International Stock. The Select Emerging Markets
Fund and Select Strategic Growth Fund commenced operations in February 1998.

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

18
<PAGE>
TABLE I(B)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE SUB-ACCOUNTS
EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The performance information is net of total
Underlying Fund expenses, all Sub-Account charges, and premium tax and expense
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 (approximately
one Guideline Annual Premium) was made at the beginning of each Policy year and
that ALL premiums were allocated to EACH Sub-Account individually.

<TABLE>
<CAPTION>
10 YEARS
OR LIFE
ONE-YEAR OF
TOTAL 5 SUB-ACCOUNT
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund 17.36% N/A 16.37%
Select Capital Appreciation Fund 12.98% N/A 21.46%
Select Value Opportunity Fund 23.44% N/A 17.42%
T. Rowe Price International Stock Portfolio 1.93% N/A 8.57%
Fidelity VIP Overseas Portfolio 10.29% N/A 7.00%
Select International Equity Fund 3.46% N/A 9.91%
DGPF International Equity Series 5.40% N/A 9.29%
Fidelity VIP Growth Portfolio 22.09% N/A 20.40%
Select Growth Fund 32.55% N/A 21.00%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund 23.73% N/A 20.98%
Equity Index Fund 30.92% N/A 25.14%
Fidelity VIP Equity-Income Portfolio 26.66% N/A 21.04%
Select Growth and Income Fund 21.13% N/A 19.24%
Fidelity VIP II Asset Manager Portfolio 19.29% N/A 12.67%
Fidelity VIP High Income Portfolio 16.34% N/A 12.77%
Investment Grade Income Fund 8.21% N/A 7.10%
Government Bond Fund 5.90% N/A 5.67%
Money Market Fund 4.27% N/A 4.17%
</TABLE>

19
<PAGE>
TABLE II(A):
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE UNDERLYING FUNDS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE 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 (approximately one
Guideline Annual Premium) 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 FUND
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund -94.26% 6.37% 10.38%
Select Capital Appreciation Fund -98.27% N/A -7.54%
Select Value Opportunity Fund -88.69% N/A 4.92%
T. Rowe Price International Stock Portfolio -100.00% N/A -11.37%
Fidelity VIP Overseas Portfolio -100.00% 3.35% 5.44%
Select International Equity Fund -100.00% N/A -8.33%
DGPF International Equity Series -100.00% 0.54% 0.66%
Fidelity VIP Growth Portfolio -89.93% 7.71% 13.48%
Select Growth Fund -80.32% 4.60% 6.86%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund -88.42% 5.90% 13.32%
Equity Index Fund -81.82% 9.40% 13.97%
Fidelity VIP Equity-Income Portfolio -85.73% 10.07% 13.12%
Select Growth and Income Fund -90.81% 6.11% 5.76%
Fidelity VIP II Asset Manager Portfolio -92.50% 2.09% 7.77%
Fidelity VIP High Income Portfolio -95.20% 3.17% 8.75%
Investment Grade Income Fund -100.00% -4.19% 5.00%
Government Bond Fund -100.00% -5.98% -1.11%
Money Market Fund -100.00% -7.46% 1.45%
</TABLE>

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

20
<PAGE>
TABLE II(B)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
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, all Sub-Account charges, and premium tax and
expense 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
(approximately one Guideline Annual Premium) 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 FUND
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund 17.93% 15.88% 18.61%
Select Capital Appreciation Fund 13.53% N/A 22.00%
Select Value Opportunity Fund 24.03% N/A 16.06%
T. Rowe Price International Stock Portfolio 2.42% N/A 7.25%
Fidelity VIP Overseas Portfolio 10.83% 13.20% 8.67%
Select International Equity Fund 3.96% N/A 10.42%
DGPF International Equity Series 5.91% 10.74% 10.40%
Fidelity VIP Growth Portfolio 22.67% 17.08% 16.38%
Select Growth Fund 33.19% 14.31% 15.43%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund 24.32% 15.46% 16.22%
Equity Index Fund 31.55% 18.60% 18.69%
Fidelity VIP Equity-Income Portfolio 27.27% 19.20% 16.03%
Select Growth and Income Fund 21.71% 15.65% 14.44%
Fidelity VIP II Asset Manager Portfolio 19.86% 12.09% 11.89%
Fidelity VIP High Income Portfolio 16.90% 13.04% 11.83%
Investment Grade Income Fund 8.73% 6.65% 8.25%
Government Bond Fund 6.41% 5.13% 6.10%
Money Market Fund 4.77% 3.88% 4.90%
</TABLE>

21
<PAGE>
DESCRIPTION OF THE COMPANY, THE VEL ACCOUNT,
AND THE UNDERLYING FUNDS

THE COMPANY

The Company is a life insurance company organized under the laws of Delaware in
July 1974. Its Principal Office is located at 440 Lincoln Street, Worcester,
Massachusetts 01653, Telephone 508-855-1000. As of December 31, 1997, the
Company had over $9.4 billion in combined assets. The Company is subject to the
laws of the state of Delaware governing insurance companies and to regulation by
the Commissioner of Insurance of Delaware. In addition, the Company is subject
to the insurance laws and regulations of other states and jurisdictions in which
it is licensed to operate.

Effective October 1, 1995, the Company changed its name from SMA Life Assurance
Company to Allmerica Financial Life Insurance and Annuity Company. The Company
is an indirect wholly owned subsidiary of First Allmerica Financial Life
Insurance Company ("First Allmerica") which, in turn, is a wholly owned
subsidiary of Allmerica Financial Corporation ("AFC"). First Allmerica,
originally organized under the laws of Massachusetts in 1844 as a mutual life
insurance company and known as State Mutual Life Assurance Company of America,
converted to a stock life insurance company and adopted its present name on
October 16, 1995. First Allmerica is the fifth oldest life insurance company in
America.

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 VEL ACCOUNT

The VEL Account was authorized by vote of the Board of Directors of the Company
on April 2, 1987. The VEL Account is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the Investment Company Act
of 1940 ("1940 Act"). Such registration does not involve the supervision of its
management or investment practices or policies of the VEL Account or the Company
by the SEC.

The assets used to fund the variable portion of the Policies are set aside in
the VEL Account, and are kept separate and apart from the general assets of the
Company. Under Delaware law, assets equal to the reserves and other liabilities
of the VEL Account may not be charged with any liabilities arising out of any
other business of the Company. The VEL Account currently consists of 21
Sub-Accounts, of which 20 are available to the Policies. Each Sub-Account is
administered and accounted for as part of the general business of the Company,
but the income, capital gains or capital losses of each Sub-Account are
allocated to such Sub-Account, without regard to other income, capital gains or
capital losses of the Company or the other Sub-Accounts. Each Sub-Account
invests exclusively in a corresponding Underlying Fund of one of the following
investment companies:

- Allmerica Investment Trust

- Fidelity Variable Insurance Products Fund

- Fidelity Variable Insurance Products Fund II

- T. Rowe Price International Series, Inc.

- Delaware Group Premium Fund, Inc.

ALLMERICA INVESTMENT TRUST

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

22
<PAGE>
The Trust was established by First Allmerica as a Massachusetts business trust
on October 11, 1984, for the purpose of providing a vehicle for the investment
of assets of various Separate Accounts established by First Allmerica, the
Company, or other affiliated insurance companies. Thirteen investment portfolios
of the Trust ("Funds") are available under the Policies, each issuing a series
of shares. Each Fund operates as a separate investment vehicle, and the income
or losses of one Fund generally have no effect on the investment performance of
another Fund. Shares of the Trust are not offered to the general public but
solely to such Separate Accounts.

Allmerica Financial Investment Management Services, Inc. ("AFIMS") serves as
investment adviser of the Trust and has entered into sub-advisory agreements
with other investment managers ("Sub-Advisers") who manage the investments of
the Funds. See INVESTMENT ADVISORY SERVICES -- "Investment Advisory Services to
The Trust."

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

Fidelity Variable Insurance Products Fund ("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 is registered with the SEC under the 1940 Act. Four of its investment
portfolios are available under the Policies: Fidelity VIP High Income Portfolio,
Fidelity VIP Equity-Income Portfolio, Fidelity VIP Growth Portfolio and Fidelity
VIP Overseas Portfolio.

Various Fidelity companies perform certain activities required to operate
Fidelity VIP. FMR, a registered investment adviser under the 1940 Act, is one of
America's largest investment management organizations and has its principal
business address at 82 Devonshire Street, Boston MA 02109. It is composed of a
number of different companies which provide a variety of financial services and
products. FMR is the original Fidelity company, founded in 1946. It provides a
number of mutual funds and other clients with investment research and portfolio
management services. The Portfolios of Fidelity VIP, as part of their operating
expenses, pay an investment management fee to FMR. See INVESTMENT ADVISORY
SERVICES -- "Investment Advisory Services to Fidelity VIP and Fidelity VIP II."

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

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

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Series, Inc. ("T. Rowe Price"), managed by Rowe
Price-Fleming International, Inc. ("Price-Fleming") (see INVESTMENT ADVISORY
SERVICES -- "Investment Advisory Services to T. Rowe Price"), 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: T. Rowe Price International Stock
Portfolio.

DELAWARE GROUP PREMIUM FUND, INC.

Delaware Group Premium Fund, Inc. ("DGPF") is an open-end, diversified
management investment company registered with the SEC under the 1940 Act. Such
registration does not involve supervision by the SEC of the investments or
investment policy of DGPF or its separate investment series.

DGPF was established to provide a vehicle for the investment of assets of
various Separate Accounts supporting variable insurance policies. One investment
portfolio ("Series") is available under the Policies, the

23
<PAGE>
International Equity Series. The investment adviser for the International Equity
Series is Delaware International Advisers Ltd. ("Delaware International"). See
INVESTMENT ADVISORY SERVICES -- "Investment Advisory Services to DGPF."

INVESTMENT OBJECTIVES AND POLICIES

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

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

SELECT CAPITAL APPRECIATION FUND -- The Select Capital Appreciation Fund of the
Trust seeks long-term growth of capital in a manner consistent with the
preservation of capital. Realization of income is not a significant investment
consideration, and any income realized on the Fund's investments will be
incidental to its primary objective. The Fund 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.

SELECT VALUE OPPORTUNITY FUND -- The Select Value Opportunity Fund of the Trust
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.

SELECT EMERGING MARKETS FUND -- The Select Emerging Markets Fund of the Trust
seeks long-term growth of capital by investing in the world's emerging markets.

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

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

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

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

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

SELECT STRATEGIC GROWTH FUND -- The Select Strategic Growth Fund of the Trust
seeks long-term growth of capital by investing primarily in common stocks of
established companies.

24
<PAGE>
GROWTH FUND -- The Growth Fund of the Trust is invested in common stocks and
securities convertible into common stocks that are believed to represent
significant underlying value in relation to current market prices. The objective
of the Growth Fund is to achieve long-term growth of capital. Realization of
current investment income, if any, is incidental to this objective.

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

EQUITY INDEX FUND -- The Equity Index Fund of the Trust seeks to provide
investment results that correspond generally to the composite price and yield
performance of United States publicly traded common stocks. The Equity Index
Fund seeks to achieve its objective by attempting to replicate the composite
price and yield performance of the S&P 500.

SELECT GROWTH AND INCOME FUND -- The Select Growth and Income Fund of the Trust
seeks a combination of long-term growth of capital and current income. The Fund
will invest primarily in dividend-paying common stocks and securities
convertible into common stocks.

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

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

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

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

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

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

25
<PAGE>
Certain Underlying Funds have similar investment objectives and/or policies.
Therefore, to choose the Sub-Accounts which best will meet your needs and
objectives, carefully read the prospectuses of the Trust, Fidelity VIP, Fidelity
VIP II, T. Rowe Price and DGPF, along with this Prospectus. In some states,
insurance regulations may restrict the availability of particular Sub-Accounts.

If required in your state, in the event of a material change in the investment
policy of a Sub-Account or the Underlying Fund in which it invests, you will be
notified of the change. If you have Policy Value in that Sub-Account, the
Company will transfer it without charge on Written Request by you to another
Sub-Account or to the General Account. The Company must receive your Written
Request within 60 days of the later of (1) the effective date of such change in
the investment policy, or (2) the receipt of the notice of your right to
transfer. You may then change your premium and deduction allocation percentages.

INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISORY SERVICES TO THE TRUST

The overall responsibility for the supervision of the affairs of the Trust vests
in the Trustees. The Trustees have entered into a Management Agreement with
Allmerica Financial Investment Management Services, Inc. ("AFIMS"), an indirect
wholly owned subsidiary of First Allmerica, to handle the day-to-day affairs of
the Trust. AFIMS, subject to review by the Trustees, is responsible for the
general management of the Funds. AFIMS also performs certain 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.

Other than the expenses specifically assumed by AFIMS under the Management
Agreement, all expenses incurred in the operation of the Trust are borne by it,
including fees and expenses associated with the registration and qualification
of 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 premiums, brokerage
commission, fees and expenses of the Trustees who are not affiliated with AFIMS,
expenses for proxies, prospectuses, and reports to shareholders, and other
expenses. The Prospectus of the Trust contains additional information concerning
the Funds, including information concerning additional expenses paid by the
Funds, and should be read in conjunction with this Prospectus.

26
<PAGE>
For providing its services under the Management Agreement, AFIMS will receive a
fee, computed daily at an annual rate based on the average daily net asset value
of each Fund as follows:

<TABLE>
<S> <C> <C>
Select Aggressive Growth Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Capital Appreciation Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Value Opportunity Fund First $100 million 1.00%
Next $150 million 0.85%
Next $250 million 0.80%
Next $250 million 0.75%
Over $750 million 0.70%
Select Emerging Markets Fund * 1.35%
Select International Equity Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Growth Fund * 0.85%

Select Strategic Growth Fund * 0.85%

Growth Fund First $250 million 0.60%
Next $250 million 0.40%
Over $500 million 0.35%

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

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

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

Government Bond Fund * 0.50%

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

* For the Select Emerging Markets Fund, the Select Growth Fund, the Select
Strategic Growth Fund and Government Bond Fund, the investment management fee
does not vary according to the level of assets in the Fund. Allmerica
Investment's fee computed for each Fund will be paid from the assets of such
Fund.

Pursuant to the Management Agreement with the Trust, AFIMS has entered into
agreements ("Sub-Adviser Agreements") with other investment advisers
("Sub-Advisers") under which each Sub-Adviser manages the investments of one or
more of the Funds. Under the Sub-Adviser 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. The terms of a Sub-Adviser Agreement cannot be materially changed
without the approval of a majority in interest of the shareholders of the
affected Fund. AFIMS is solely responsible for the payment of all fees for
investment management services to the Sub-Advisers.

27
<PAGE>
The prospectus of the Trust contains additional information concerning the
Funds, including information about additional expenses paid by the Funds and
fees paid to the Sub-Advisers by AFIMS, and should be read in conjunction with
this Prospectus.

INVESTMENT ADVISORY SERVICES TO FIDELITY VIP AND FIDELITY VIP II FUNDS

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

FIDELITY VIP AND FIDELITY VIP II PORTFOLIOS
The Fidelity VIP High Income Portfolio pays a monthly fee to FMR at an annual
fee rate made up of the sum of two components:

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

2. An individual fund fee rate of 0.45% of the Fidelity VIP High Income
Portfolio's average net assets throughout the month.

One-twelfth of the annual management fee rate is applied to net assets averaged
over the most recent month, resulting in a dollar amount which is the management
fee for that month.

Each of the Fidelity VIP Equity-Income, Fidelity VIP Growth, Fidelity VIP II
Asset Manager and Fidelity VIP Overseas Portfolios' fee rates is made of two
components:

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

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

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

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

INVESTMENT ADVISORY SERVICES TO T. ROWE PRICE

The Investment Adviser for the T. Rowe Price International Stock Portfolio is
Rowe Price-Fleming International, Inc. ("Price-Fleming"). Price-Fleming, founded
in 1979 as a joint venture between T. Rowe Price Associates, Inc. and Robert
Fleming Holdings, Limited, is one of America's largest international mutual fund
asset managers with approximately $30 billion under management in its offices in
Baltimore, London, Tokyo, Hong Kong, Singapore and Buenos Aires. To cover
investment management and operating expenses, the International Stock Portfolio
pays Price-Fleming a single, all-inclusive fee of 1.05% of its average daily net
assets. T. Rowe Price Associates, Inc., an affiliate of Price-Fleming, serves as
sub-adviser to the Select Capital Appreciation Fund of the Trust.

28
<PAGE>
INVESTMENT ADVISORY SERVICES TO DGPF

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

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

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

Shares of the Funds of the Trust are also issued to Separate Accounts of the
Company and its affiliates which issue variable annuity contracts ("mixed
funding"). Shares of the Portfolios of Fidelity VIP and Fidelity VIP II, the
Portfolio of T. Rowe Price and the Series of DGPF 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 policyowners or variable annuity owners. Although the Company and
the Underlying Funds do not currently foresee any such disadvantages to either
variable life insurance policyowners or variable annuity owners, the Company and
the respective Trustees intend to monitor events in order to identify any
material conflicts between such Policyowners and to determine what action, if
any, should be taken in response thereto. If the Trustees were to conclude that
separate funds should be established for variable life and variable annuity
separate accounts, the Company will bear the attendant expenses.

If any of these substitutions or changes is made, the Company may by appropriate
endorsement change the Policy to reflect the substitution or change and will
notify Policyowners of all such changes. If the Company deems it to be in the
best interest of Policyowners, and subject to any approvals that may be required
under applicable law, the VEL Account or any Sub-Account(s) may be operated as a
management company under the 1940 Act, may be deregistered under the 1940 Act if
registration is no longer required, or may be combined with other Sub-Accounts
or other Separate Accounts of the Company.

VOTING RIGHTS

To the extent required by law, the Company will vote Underlying Fund shares held
by each Sub-Account in accordance with instructions received from Policyowners
with Policy Value in such Sub-Account. If the 1940 Act or any rules thereunder
should be amended or if the present interpretation of the 1940 Act or such rules
should change, and as a result the Company determines that it is permitted to
vote shares in its own right, whether or not such shares are attributable to the
Policies, the Company reserves the right to do so.

29
<PAGE>
Each person having a voting interest will be provided with proxy materials of
the respective Underlying Fund together with an appropriate form with which to
give voting instructions to the Company. Shares held in each Sub-Account for
which no timely instructions are received will be voted in proportion to the
instructions received from all persons with an interest in such Sub-Account
furnishing instructions to the Company. The Company will also vote shares held
in the VEL Account that it owns and which are not attributable to Policies in
the same proportion.

The number of votes which a Policyowner has the right to instruct will be
determined by the Company as of the record date established for the Underlying
Fund. This number is determined by dividing each Policyowner's Policy Value in
the Sub-Account, if any, by the net asset value of one share in the
corresponding Underlying Fund in which the assets of the Sub-Account are
invested.

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

THE POLICY

APPLYING FOR A POLICY

Upon receipt at its Principal Office of a completed application from a
prospective Policyowner, the Company will follow certain insurance underwriting
procedures designed to determine whether the proposed Insured is insurable. This
process may involve such verification procedures as medical examinations, and
may require that further information be provided by the proposed Policyowner
before a determination of insurability can be made. A Policy cannot be issued
until this underwriting procedure has been completed. The Company reserves the
right to reject an application which does not meet the Company's underwriting
guidelines, but in underwriting insurance, the Company shall comply with all
applicable federal and state prohibitions concerning unfair discrimination.

When applying for a Policy, the proposed Insured will complete an application,
which lists the proposed amount of insurance and indicates how much of that
insurance is considered eligible for simplified underwriting. If the eligibility
questions on the application are answered "Yes" and the application is returned
within 30 days of the eligibility date, the Company will provide immediate
coverage equal to the simplified underwriting amount. If the proposed Insured is
in a standard premium class, any insurance in excess of the simplified
underwriting amount will begin on the date the application and medical
examinations, if any, are completed. If the proposed Insured cannot answer the
eligibility questions "Yes" and if the proposed Insured is not a standard risk,
insurance coverage will begin only after the Company (1) approves the
application, (2) the Policy is delivered and accepted, and (3) the first premium
is paid.

PREMIUMS HELD IN THE GENERAL ACCOUNT PENDING UNDERWRITING APPROVAL
Pending completion of insurance underwriting and Policy issuance procedures, the
initial premium will be held in the Company's General Account. If the
application is approved and the Policy is issued and accepted, the initial
premium held in the General Account will be credited with interest not later
than the date of receipt of the premium at the Company's Principal Office. IF A
POLICY IS NOT ISSUED, THE PREMIUMS WILL BE RETURNED TO YOU WITHOUT INTEREST.

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<PAGE>
If your Policy provides for a full refund of the initial payment under its
"Right to Examine Policy" provision as required in your state, all Policy Value
in the General Account that you initially designated to go to the Sub-Accounts
will be transferred to the Sub-Accounts you have chosen not later than the
expiration of the period during which you may exercise the "Right to Examine
Policy" provision. If the "Payor Provision" is in effect (see POLICY TERMINATION
AND REINSTATEMENT -- "Payor Provisions"), Payor premiums which are not "excess
premiums" will be transferred to the Money Market Fund of the Trust not later
than three days after underwriting approval of the Policy.

If the Policy is issued to the trustee of an employee benefit plan, the amounts
held in the Company's General Account will be allocated to the Sub-Accounts
according to the Policyowner's instructions, upon return of a Delivery Receipt
to the Principal Office. For all other Policyowners, if the initial Net Premiums
are less than $10,000, the amounts held in the Company's General Account will be
allocated to the Sub-Accounts (according to your instructions) not later than
three days after underwriting approval of the Policy. If the amount allocated to
the VEL Account exceeds $10,000 annually, or if the Policy provides for planned
premium payments during the first year of $5,000 semi-annually, $2,500 quarterly
or $1,000 monthly, the entire amount will remain in the General Account until
return of a Delivery Receipt to the Principal Office. The entire amount will
then be allocated to the Sub-Accounts according to your instructions. Amounts
remaining in the General Account will continue to be credited interest from date
of receipt of the premium at the Principal Office.

FREE-LOOK PERIOD

The Policy provides for an initial "free-look" period. You may cancel the Policy
by mailing or delivering the Policy to the Principal Office or an agent of the
Company on or before the latest of:

- 45 days after the application for the Policy is signed, or

- 10 days after you receive the Policy (or, if required by state law, the
longer period indicated in your Policy), or

- 10 days after the Company mails or personally delivers a notice of
withdrawal rights to you.

When you return the Policy, the Company will mail within seven days a refund
equal to the sum of:

(1) the difference between the premiums, including fees and charges paid, and
any amounts allocated to the VEL Account, plus

(2) the value of the amounts allocated to the VEL Account, plus

(3) any fees or charges imposed on the amounts allocated to the VEL Account.

The amount refunded in (1) above includes any premiums allocated to the General
Account. Where required by state law, the refund will equal the premiums paid.
The refund of any premium paid by check, however, may be delayed until the check
has cleared your bank.

Free Look with Face Amount Increases -- After an increase in the Face Amount,
the Company will mail or personally deliver a notice of a "free look" with
respect to the increase. You will have the right to cancel the increase before
the latest of:

- 45 days after the application for the increase is signed, or

- 10 days after you receive the new specification pages issued for the
increase, or

- 10 days after the Company mails or delivers a notice of withdrawal rights
to you.

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<PAGE>
Upon canceling the increase, you will receive a credit to your Policy Value of
charges which would not have been deducted but for the increase. The amount to
be credited will be refunded if you so request. The Company also will waive any
Policy surrender charge calculated for the increase.

CONVERSION PRIVILEGES

Once during the first 24 months after the Date of Issue or after the effective
date of an increase in Face Amount (assuming the Policy is in force), you may
convert your Policy without evidence of insurability to a flexible premium
adjustable life insurance Policy with fixed and guaranteed minimum benefits.
Assuming that there have been no increases in the initial Face Amount, you can
accomplish this within 24 months after the Date of Issue by transferring,
without charge, the Policy Value in the VEL Account to the General Account and
by simultaneously changing your premium allocation instructions to allocate
future premium payments to the General Account. Within 24 months after the
effective date of each increase, you can transfer, without charge, all or part
of the Policy Value in the VEL Account to the General Account and simultaneously
change your premium allocation instructions to allocate all or part of future
premium payments to the General Account.

Where required by state law, and at your request, the Company will issue a
flexible premium adjustable life insurance policy to you. The new policy will
have the same Face Amount, issue Age, Date of Issue, and risk classifications as
the original Policy.

PREMIUM PAYMENTS

Premium Payments are payable to the Company, and may be mailed to the Principal
Office or paid through an authorized agent of the Company. All premium payments
after the initial premium payment are credited to the VEL Account or General
Account as of date of receipt at the Principal Office.

PREMIUM FLEXIBILITY
You may establish a schedule of planned premiums which will be billed by the
Company at regular intervals. Failure to pay planned premiums, however, will not
itself cause the Policy to lapse. You may also make unscheduled premium payments
at any time prior to the Final Premium Payment Date or skip planned premium
payments, subject to the maximum and minimum premium limitations described
below. Therefore, unlike conventional insurance policies, a Policy does not
obligate you to pay premiums in accordance with a rigid and inflexible premium
schedule.

You may also elect to pay premiums by means of a monthly automatic payment
("MAP") procedure. Under a MAP procedure, amounts will be deducted each month,
generally on the Monthly Payment Date, from your checking account and applied as
a premium under a Policy. The minimum payment permitted under MAP is $50.

Premiums are not limited as to frequency and number. No premium payment may be
less than $100, however, without the Company's consent. Moreover, premium
payments must be sufficient to cover the next Monthly Deduction plus loan
interest accrued, or the Policy may lapse. See POLICY TERMINATION AND
REINSTATEMENT.

In no event may the total of all premiums paid exceed the current maximum
premium limitations set forth in the Policy, which are required by federal tax
laws. These maximum premium limitations will change whenever there is any change
in the Face Amount, the addition or deletion of a rider, or a change in the Sum
Insured Option. If a premium is paid which would result in total premiums
exceeding the current maximum premium limitations, the Company will accept only
that portion of the premiums which will make total premiums equal the maximum.
Any part of the premiums in excess of that amount will be returned and no
further premiums will be accepted until allowed by the current maximum premium
limitation prescribed by Internal Revenue Service ("IRS") rules. Notwithstanding
the current maximum premium limitations, however, the Company

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<PAGE>
will accept a premium which is needed in order to prevent a lapse of the Policy
during a Policy year. See POLICY TERMINATION AND REINSTATEMENT.

PAID-UP INSURANCE OPTION

Upon Written Request, a Policyowner may exercise a paid-up insurance option.
Paid-up life insurance is fixed insurance, usually having a reduced face amount,
for the lifetime of the insured with no further premiums due. If the Policyowner
elects this option, certain Policyowner rights and benefits may be limited.

The paid-up fixed insurance will be in the amount, up to the Face Amount of the
Policy, that the surrender value of the Policy can purchase for a net single
premium at the Insured's Age and underwriting class on the date this option is
elected. The Company will transfer any Policy Value in the Variable Account to
the General Account on the date it receives the Written Request to elect the
option. If the surrender value exceeds the net single premium necessary for the
fixed insurance, the Company will pay the excess to the Policyowner. The net
single premium is based on the Commissioners 1980 Standard Ordinary Mortality
Table, Smoker or Non-Smoker, Male, Female (or Table B for unisex Policies) with
increases in the tables for non-standard risks. Interest will not be less than
4.5%.

IF THE PAID-UP INSURANCE OPTION IS ELECTED, THE FOLLOWING
POLICYOWNER RIGHTS AND BENEFITS WILL BE AFFECTED:

- As described above, the paid-up insurance benefit is computed differently
from the net death benefit, and the Sum Insured options will not apply.

- The Company will transfer the Policy Value in the Variable Account to the
General Account on the date it receives the Written Request to elect the
option. The Company will not allow transfers of Policy Value from the
General Account back to the Variable Account.

- The Policyowner may not make further payments.

- The Policyowner may not increase or decrease the Face Amount or make
partial withdrawals.

- Riders will continue only with the Company's consent.

After electing paid-up fixed insurance, the Policyowner may surrender the Policy
for its net cash value. The cash value is equal to the net single premium for
paid-up insurance at the Insured's attained age. The net cash value is the cash
value less any outstanding loans.

ALLOCATION OF NET PREMIUMS

The Net Premium equals the premium paid less the premium tax charge. In the
application for a Policy, you indicate the initial allocation of Net Premiums
among the General Account and the Sub-Accounts of the VEL Account. You may
allocate premiums to one or more Sub-Accounts, but may not have Policy Value in
more than twenty Sub-Accounts at any one time. The minimum amount which may be
allocated to a Sub-Account is 1% of Net Premium paid. Allocation percentages
must be in whole numbers (for example, 33 1/3% may not be chosen), and must
total 100%.

FUTURE CHANGES ALLOWED
You may change the allocation of future Net Premiums at any time pursuant to
Written Request or telephone request. If allocation changes by telephone are
elected by the Policyowner, a properly completed authorization form must be on
file before telephone requests will be honored. The policy of the Company and
its agents and affiliates is that they will not be responsible for losses
resulting from acting upon telephone requests

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<PAGE>
reasonably believed to be genuine. The Company will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine; otherwise,
the Company may be liable for any losses due to unauthorized or fraudulent
instructions. The procedures the Company follows for transactions initiated by
telephone include requirements that callers on behalf of a Policyowner identify
themselves by name and identify the Policyowner by name, date of birth and
social security number. All transfer instructions by telephone are tape
recorded. An allocation change will be effective as of the date of receipt of
the notice at the Principal Office. No charge is currently imposed for changing
premium allocation instructions. The Company reserves the right to impose such a
charge in the future, but guarantees that the charge will not exceed $25.

INVESTMENT RISK
The Policy Value in the Sub-Accounts will vary with their investment experience;
you bear this investment risk. The investment performance may affect the Death
Proceeds as well. Policyowners should periodically review their allocations of
premiums and Policy Value in light of market conditions and overall financial
planning requirements.

TRANSFER PRIVILEGE

Subject to the Company's then current rules, you may at any time transfer the
Policy Value among the Sub-Accounts or between a Sub-Account and the General
Account. However, the Policy Value held in the General Account to secure a
Policy loan may not be transferred.

All requests for transfers must be made to the Principal Office. The amount
transferred will be based on the Policy Value in the Account(s) next computed
after receipt of the transfer order. The Company will make transfers pursuant to
written or telephone requests. As discussed in THE POLICY -- "Allocation of Net
Premiums," a properly completed authorization form must be on file at the
Principal Office before telephone requests will by honored.

Currently, transfers involving the General Account are permitted only if:

- there has been at least a 90-day period since the last transfer from the
General Account, and

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

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 and Government
Bond Fund of the Trust, 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, bi-monthly, quarterly, semi-annual
or annual schedule. Generally, all transfers will be processed on the 15th of
each scheduled month. If the 15th is not a business day, however, or is the
Monthly Payment Date, the automatic transfer will be processed on the next
business day. The Dollar-Cost Averaging Option and the Automatic Rebalancing
Option may not be in effect at the same time.

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<PAGE>
TRANSFER PRIVILEGE SUBJECT TO POSSIBLE LIMITS
The transfer privilege is subject to the Company's consent. The Company reserves
the right to impose limitations on transfers including, but not limited to:

- the minimum amount that may be transferred,

- the minimum amount that may remain in a Sub-Account following a transfer
from that Sub-Account,

- the minimum period of time between transfers involving the General
Account, and

- the maximum amount that may be transferred each time from the General
Account.

Currently, the first 12 transfers in a Policy year will be free of any charge.
Thereafter, a $10 transfer charge will be deducted from the amount transferred
for each transfer in that Policy year. The Company may increase or decrease this
charge, but it is guaranteed never to exceed $25. The first automatic transfer
counts as one transfer towards the 12 free transfers allowed in each Policy
year; each subsequent automatic transfer is without charge and does not reduce
the remaining number of transfers which may be made free of charge. Any
transfers made with respect to a conversion privilege, Policy loan or material
change in investment policy will not count towards the 12 free transfers.

DEATH PROCEEDS

As long as the Policy remains in force (see POLICY TERMINATION AND
REINSTATEMENT), the Company will, upon due proof of the Insured's death, pay the
Death Proceeds of the Policy to the named Beneficiary. The Company normally will
pay the Death Proceeds within seven days of receiving due proof of the Insured's
death, but the Company may delay payments under certain circumstances. See OTHER
POLICY PROVISIONS -- "Postponement Of Payments." The Death Proceeds may be
received by the Beneficiary in a lump sum or under one or more of the payment
options the Company offers. See APPENDIX B -- PAYMENT OPTIONS. The Death
Proceeds payable depends on the current Face Amount and the Sum Insured Option
that is in effect on the date of death. Prior to the Final Premium Payment Date,
the Death Proceeds are: (1) The Sum Insured provided under Option 1, Option 2,
or Option 3, whichever is in effect on the date of death; plus (2) any
additional insurance on the Insured's life that is provided by rider; minus (3)
any outstanding Debt, any partial withdrawals and partial withdrawal charges,
and any Monthly Deductions due and unpaid through the Policy month in which the
Insured dies. After the Final Premium Payment Date, the Death Proceeds equal the
Surrender Value of the Policy. The amount of Death Proceeds payable will be
determined as of the date of the Company's receipt of due proof of the Insured's
death.

GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST

Federal tax law requires a minimum death benefit in relation to cash value for a
Policy 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 a Policy complies with the definition of "life insurance" in
Section 7702 of the Code. At the time of application, the employer may elect
either of the tests. THE CASH VALUE ACCUMULATION TEST MAY NOT BE AVAILABLE IN
ALL STATES.

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 Policy, while no such limits apply under the
Cash Value Accumulation Test. Second, the factors that determine the minimum Sum
Insured relative to the Policy Value are different. Required increases in the
minimum Sum Insured due to growth in Policy Value will generally be greater
under the Cash Value Accumulation Test than under the Guideline Premium Test.

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<PAGE>
The Guideline Premium Test limits the amount of premiums payable under a Policy
to a certain amount for an insured of a particular age and sex. Under the
Guideline Premium Test, the Policyowner may choose between Sum Insured Option 1
and Option 2, as described below. After issuance of the Policy, the Policyowner
may change the selection from Option 1 to Option 2 or vice versa. The Cash Value
Accumulation Test requires that the Sum Insured must be sufficient so that the
cash Surrender Value, as defined in Section 7702, does not at any time exceed
the net single premium required to fund the future benefits under the Policy. If
the Cash Value Accumulation Test is chosen by the employer, ONLY Sum Insured
Option 3 will apply. Sum Insured Option 1 and Option 2 are NOT available under
the Cash Value Accumulation Test.

ELECTION OF SUM INSURED OPTIONS

If the Guideline Premium Test is chosen by the employer, the Policyowner may
choose between Sum Insured Option 1 or Option 2. The Policyowner may designate
the desired Sum Insured Option in the application form, and may change the
option once per Policy year by Written Request. There is no charge for a change
in option.

Option 3 is available only under the Cash Value Accumulation Test, described
above.

OPTION 1 -- LEVEL SUM INSURED
Under Option 1, the Sum Insured is equal to the greater of Face Amount or the
Minimum Sum Insured, as set forth in the table below. Under Option 1, the Sum
Insured will remain level unless the Minimum Sum Insured is greater than the
Face Amount, in which case the Sum Insured will vary as the Policy Value varies.
Option 1 will offer the best opportunity for the Policy Value under a Policy to
increase without increasing the Death Proceeds as quickly as it might under the
other options. The Sum Insured will never go below the Face Amount.

OPTION 2 -- ADJUSTABLE SUM INSURED
Under Option 2, the Sum Insured is equal to the greater of the Face Amount plus
the Policy Value or the Minimum Sum Insured, as set forth in the table below.
The Sum Insured will, therefore, vary as the Policy Value changes, but will
never be less than the Face Amount. Option 2 will offer the best opportunity for
the Policyowner who would like to have an increasing Sum Insured as early as
possible. The Sum Insured will increase whenever there is an increase in the
Policy Value and will decrease whenever there is a decrease in the Policy Value,
but will never go below the Face Amount.

OPTION 3 -- LEVEL SUM INSURED WITH CASH VALUE ACCUMULATION TEST
Under Option 3, the Sum Insured will equal the Face Amount, unless the Policy
Value, multiplied by the applicable Option 3 Sum Insured Factor, gives a higher
Sum Insured. A complete list of Option 3 Sum Insured Factors is set forth in the
Policy. The applicable Sum Insured Factor depends upon the sex, risk
classification, and then-attained age of the insured. The Sum Insured Factor
decreases slightly from year to year as the attained age of the insured
increases. Option 3 will offer the best opportunity for the Policyowner who is
looking for an increasing Sum Insured in later Policy years and/or would like to
fund the Policy at the "seven-pay" limit for the full seven years. When the
Policy Value multiplied by the applicable Sum Insured Factor exceeds the Face
Amount, the Sum Insured will increase whenever there is an increase in the
Policy Value and will decrease whenever there is a decrease in the Policy Value,
but will never go below the Face Amount. OPTION 3 MAY NOT BE AVAILABLE IN ALL
STATES.

MINIMUM SUM INSURED UNDER OPTION 1 AND OPTION 2
The Minimum Sum Insured under Option 1 or Option 2 is equal to a percentage of
the Policy Value as set forth below. The Minimum Sum Insured is determined in
accordance with the Code regulations to ensure that the Policy qualifies as a
life insurance contract and that the insurance proceeds may be excluded from the
gross income of the Beneficiary.

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<PAGE>
MINIMUM SUM INSURED TABLE
(OPTION 1 AND OPTION 2)

<TABLE>
<CAPTION>
Age of Insured Percentage of
on Date of Death Policy Value
- ------------------------------------------------------------- -----------------
<S> <C>
40 and under............................................. 250%
45....................................................... 215%
50....................................................... 185%
55....................................................... 150%
60....................................................... 130%
65....................................................... 120%
70....................................................... 115%
75....................................................... 105%
80....................................................... 105%
85....................................................... 105%
90....................................................... 105%
95 and above............................................. 100%
</TABLE>

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

For any Face Amount, the amount of the Sum Insured, and thus the Death Proceeds,
will be greater under Option 2 than under Option 1, since the Policy Value is
added to the specified Face Amount and included in the Death Proceeds only under
Option 2. However, the cost of insurance included in the Monthly Deduction will
be greater, and thus the rate at which Policy Value will accumulate will be
slower, under Option 2 than under Option 1. See "CHARGES AND DEDUCTIONS --
Monthly Deduction from Policy Value."

If you desire to have premium payments and investment performance reflected in
the amount of the Sum Insured, you should choose Option 2. If you desire premium
payments and investment performance reflected to the maximum extent in the
Policy Value, you should select Option 1.

ILLUSTRATIONS
For the purposes of the following illustrations, assume that the Insured is
under the Age of 40 and that there is no outstanding Debt.

ILLUSTRATION OF OPTION 1 -- Under Option 1, the Face Amount of the Policy
generally will equal the Sum Insured. If at any time, however, the Policy Value
multiplied by the applicable percentage is less than the Face Amount, the Sum
Insured will equal the Face Amount of the Policy.

For example, a Policy with a $50,000 Face Amount will generally have a Sum
Insured equal to $50,000. Because the Sum Insured must be equal to or greater
than 250% of Policy Value, however, if at any time the Policy Value exceeds
$20,000, the Sum Insured will exceed the $50,000 Face Amount. In this example,
each additional dollar of Policy Value above $20,000 will increase the Sum
Insured by $2.50. For example, a Policy with a Policy Value of $35,000 will have
a Guideline Minimum Sum Insured of $87,500 ($35,000 X 2.50); Policy Value of
$40,000 will produce a Guideline Minimum Sum Insured of $100,000 ($40,000 X
2.50); and Policy Value of $50,000 will produce a Guideline Minimum Sum Insured
of $125,000 ($50,000 X 2.50).

Similarly, so long as Policy Value exceeds $20,000, each dollar taken out of
Policy Value will reduce the Sum Insured by $2.50. If, for example, the Policy
Value is reduced from $25,000 to $20,000 (because of partial withdrawals,
charges or negative investment performance), the Sum Insured will be reduced
from $62,500 to $50,000.

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<PAGE>
The applicable percentage becomes lower as the Insured's Age increases. If the
Insured's Age in the above example were, for example, 50 (rather than between 0
and 40), the applicable percentage would be 185%. The Sum Insured would not
exceed the $50,000 Face Amount unless the Policy Value exceeded $27,027 (rather
than $20,000), and each dollar then added to or taken from Policy Value would
change the Sum Insured by $1.85.

ILLUSTRATION OF OPTION 2 -- Under Option 2, the Sum Insured is generally equal
to the Face Amount of the Policy plus the Policy Value. The Sum Insured under
Option 2, however, always will be the greater of:

- the Face Amount plus Policy Value; or

- the Policy Value multiplied by the applicable percentage from the
Guideline Minimum Sum Insured Table.

For example, a Policy with a Face Amount of $50,000 and with Policy Value of
$5,000 will produce a Sum Insured of $55,000 ($50,000 + $5,000). Policy Value of
$10,000 will produce a Sum Insured of $60,000 ($50,000 + $10,000); Policy Value
of $25,000 will produce a Sum Insured of $75,000 ($50,000 + $25,000).

According to the Guideline Minimum Sum Insured Table, however, the Sum Insured
for the example must be at least 250% of the Policy Value. Therefore, if the
Policy Value is greater than $33,333, 250% of that amount will be the required
Sum Insured, which will be greater than the Face Amount plus Policy Value. In
this example, each additional dollar of Policy Value above $33,333 will increase
the Sum Insured by $2.50. For example, if the Policy Value is $35,000, the
Guideline Minimum Sum Insured will be $87,500 ($35,000 X 2.50); Policy Value of
$40,000 will produce a Guideline Minimum Sum Insured of $100,000 ($40,000 X
2.50); and Policy Value of $50,000 will produce a Guideline Minimum Sum Insured
of $125,000 ($50,000 X 2.50).

Similarly, if the Policy Value exceeds $33,333, each dollar taken out of the
Policy Value will reduce the Sum Insured by $2.50. If, for example, the Policy
Value is reduced from $45,000 to $40,000 because of partial withdrawals, charges
or negative investment performance, the Sum Insured will be reduced from
$112,500 to $100,000. If at any time, however, Policy Value multiplied by the
applicable percentage is less than the Face Amount plus Policy Value, then the
Sum Insured will be the current Face Amount plus the Policy Value.

The applicable percentage becomes lower as the Insured's Age increases. If the
Insured's Age in the above example were 50, the Sum Insured must be at least
1.85 times the Policy Value. The amount of the Sum Insured would be the sum of
the Policy Value plus $50,000 unless the Policy Value exceeded $58,824 (rather
than $33,000). Each dollar added to or subtracted from the Policy would change
the Sum Insured by $1.85.

CHANGE IN SUM INSURED OPTION

Generally, if Sum Insured Option 1 or Option 2 is in effect, the Sum Insured
Option in effect may be changed once each Policy year by sending a Written
Request for change to the Principal Office. Changing Sum Insured Options will
not require Evidence of Insurability. The effective date of any such change will
be the Monthly Payment Date on or following the date of receipt of the request.
No charges will be imposed on changes in Sum Insured Options. IF OPTION 3 IS IN
EFFECT, YOU MAY NOT CHANGE TO EITHER OPTION 1 OR OPTION 2.

CHANGE FROM OPTION 1 TO OPTION 2
If the Sum Insured Option is changed from Option 1 to Option 2, the Face Amount
will be decreased to equal the Sum Insured less the Policy Value on the
effective date of the change. This change may not be made if it would result in
a Face Amount less than $40,000. A change from Option 1 to Option 2 will not
alter the amount of the Sum Insured at the time of the change, but will affect
the determination of the Sum Insured from that point on. Because the Policy
Value will be added to the new specified Face Amount, the Sum Insured will vary
with the Policy Value. Thus, under Option 2, the Insurance Amount at Risk will
always equal

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<PAGE>
the Face Amount unless the Guideline Minimum Sum Insured is in effect. The cost
of insurance may also be higher or lower than it otherwise would have been
without the change in Sum Insured Option. See CHARGES AND DEDUCTIONS -- "Monthly
Deduction from Policy Value."

CHANGE FROM OPTION 2 TO OPTION 1
If the Sum Insured Option is changed from Option 2 to Option 1, the Face Amount
will be increased to equal the Sum Insured which would have been payable under
Option 2 on the effective date of the change (i.e., the Face Amount immediately
prior to the change plus the Policy Value on the date of the change). The amount
of the Sum Insured will not be altered at the time of the change. The change in
option will affect the determination of the Sum Insured from that point on,
however, since the Policy Value will no longer be added to the Face Amount in
determining the Sum Insured; the Sum Insured will equal the new Face Amount (or,
if higher, the Guideline Minimum Sum Insured). The cost of insurance may be
higher or lower than it otherwise would have been since any increases or
decreases in Policy Value will, respectively, reduce or increase the Insurance
Amount at Risk under Option 1. Assuming a positive net investment return with
respect to any amounts in the VEL Account, changing the Sum Insured Option from
Option 2 to Option 1 will reduce the Insurance Amount at Risk and, therefore,
the cost of insurance charge for all subsequent Monthly Deductions, compared to
what such charge would have been if no such change were made.

A change in Sum Insured Option may result in total premiums paid exceeding the
then current maximum premium limitation determined by IRS rules. In such event,
the Company will pay the excess to the Policyowner. See THE POLICY -- "Premium
Payments."

CHANGE IN FACE AMOUNT

Subject to certain limitations, you may increase or decrease the specified Face
Amount of a Policy at any time by submitting a Written Request to the Company.
Any increase or decrease in the specified Face Amount requested by you will
become effective on the Monthly Payment Date on or next following the date of
receipt of the request at the Principal Office or, if Evidence of Insurability
is required, the date of approval of the request.

INCREASES IN THE FACE AMOUNT
Along with the Written Request for an increase, you must submit satisfactory
Evidence of Insurability. The consent of the Insured is also required whenever
the Face Amount is increased. A request for an increase in Face Amount may not
be less than $10,000. You may not increase the Face Amount after the Insured
reaches Age 80. An increase must be accompanied by an additional premium if the
Policy Value is less than $50 plus an amount equal to the sum of two Monthly
Deductions. On the effective date of each increase in Face Amount, a transaction
charge of $40 will be deducted from Policy Value for administrative costs. The
effective date of the increase will be the first Monthly Payment Date on or
following the date all of the conditions for the increase are met.

An increase in the Face Amount generally will affect the Insurance Amount at
Risk and may affect the portion of the Insurance Amount at Risk included in
various Premium Classes (if more than one Premium Class applies), both of which
may affect the monthly cost of insurance charges. A surrender charge will also
be calculated for the increase. See CHARGES AND DEDUCTIONS -- "Monthly Deduction
from Policy Value" and "Surrender Charge."

After increasing the Face Amount, you will have the right (1) during a free-look
period, to have the increase canceled and the charges which would not have been
deducted but for the increase will be credited to the Policy, and (2) during the
first 24 months following the increase, to transfer any or all Policy Value to
the General Account free of charge. See THE POLICY -- "Free-Look Period" and
"Conversion Privileges." A refund of charges which would not have been deducted
but for the increase will be made at your request.

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DECREASES IN THE FACE AMOUNT
The minimum amount for a decrease in Face Amount is $10,000. By current Company
practice, the Face Amount in force after any decrease may not be less than
$50,000. If, following a decrease in Face Amount, the Policy would not comply
with the maximum premium limitation applicable under IRS rules, the decrease may
be limited or Policy Value may be returned to the Policyowner (at your election)
to the extent necessary to meet the requirements. A return of Policy Value may
result in tax liability to you.

A decrease in the Face Amount will affect the total Insurance Amount at Risk and
the portion of the Insurance Amount at Risk covered by various Premium Classes,
both of which may affect a Policyowner's monthly cost of insurance charges. See
CHARGES AND DEDUCTIONS -- "Monthly Deduction from Policy Value." For purposes of
determining the cost of insurance charge, any decrease in the Face Amount will
reduce the Face Amount in the following order: (1) the Face Amount provided by
the most recent increase; (2) the next most recent increases successively; and
(3) the initial Face Amount. This order will also be used to determine whether a
surrender charge will be deducted and in what amount. If the Face Amount is
decreased while the "Payor Provisions" apply (see POLICY TERMINATION AND
REINSTATEMENT -- "Termination"), the above order may be modified to determine
the cost of insurance charge. In such case, you may reduce or eliminate any Face
Amount for which you are paying the insurance charges on a last-in, first-out
basis before you reduce or eliminate amounts of insurance which are paid by the
Payor.

If you request a decrease in the Face Amount, the amount of any surrender charge
deducted will reduce the current Policy Value. You may specify one Sub-Account
from which the surrender charge will be deducted. If no specification is
provided, the Company will make a Pro-Rata Allocation. The current surrender
charge will be reduced by the amount deducted. See CHARGES AND DEDUCTIONS --
"Surrender Charge."

POLICY VALUE AND SURRENDER VALUE

The Policy Value is the total amount available for investment, and is equal to
the sum of the accumulation in the General Account and the value of the
Accumulation Units in the Sub-Accounts. The Policy Value is used in determining
the Surrender Value (the Policy Value less any Debt and any surrender charge).
See THE POLICY -- "Surrender." There is no guaranteed minimum Policy Value.
Because Policy Value on any date depends upon a number of variables, it cannot
be predetermined.

Policy Value and Surrender Value will reflect frequency and amount of Net
Premiums paid, interest credited to accumulations in the General Account, the
investment performance of the chosen Sub-Accounts, any partial withdrawals, any
loans, any loan repayments, any loan interest paid or credited, and any charges
assessed in connection with the Policy.

CALCULATION OF POLICY VALUE
The Policy Value is determined first on the Date of Issue and thereafter on each
Valuation Date. On the Date of Issue, the Policy Value will be the Net Premiums
received, plus any interest earned during the period when premiums are held in
the General Account (before being transferred to the VEL Account; see THE POLICY
- -- "Applying for a Policy") less any Monthly Deductions due. On each Valuation
Date after the Date of Issue the Policy Value will be:

(1) the aggregate of the values in each of the Sub-Accounts on the Valuation
Date, determined for each Sub-Account by multiplying the value of an
Accumulation Unit in that Sub-Account on that date by the number of such
Accumulations Units allocated to the Policy; plus

(2) the value in the General Account (including any amounts transferred to the
General Account with respect to a loan).

Thus, the Policy Value is determined by multiplying the number of Accumulation
Units in each Sub-Account by the value of the applicable Accumulation Units on
the particular Valuation Date, adding the products, and adding the amount of the
accumulations in the General Account, if any.

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THE ACCUMULATION UNIT
Each Net Premium is allocated to the Sub-Account(s) selected by you. Allocations
to the Sub-Accounts are credited to the Policy in the form of Accumulation
Units. Accumulation Units are credited separately for each Sub-Account.

The number of Accumulation Units of each Sub-Account credited to the Policy is
equal to the portion of the Net Premium allocated to the Sub-Account, divided by
the dollar value of the applicable Accumulation Unit as of the Valuation Date
the payment is received at the Principal Office. The number of Accumulation
Units will remain fixed unless changed by a subsequent split of Accumulation
Unit value, transfer, partial withdrawal or surrender. In addition, if the
Company is deducting the Monthly Deduction or other charges from a Sub-Account,
each such deduction will result in cancellation of a number of Accumulation
Units equal in value to the amount deducted.

The dollar value of an Accumulation Unit of each Sub-Account varies from
Valuation Date to Valuation Date based on the investment experience of that
Sub-Account. That experience, in turn, will reflect the investment performance,
expenses and charges of the respective Underlying Fund. The value of an
Accumulation Unit was set at $1.00 on the first Valuation Date for each
Sub-Account. The dollar value of an Accumulation Unit on a given Valuation Date
is determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor.

NET INVESTMENT FACTOR
The net investment factor measures the investment performance of a Sub-Account
of the VEL Account during the Valuation Period just ended. The net investment
factor for each Sub-Account is equal to 1.0000 plus the number arrived at by
dividing (1) by (2) and subtracting (3) from the result, where

(1) is the investment income of that Sub-Account for the Valuation Period, plus
capital gains, realized or unrealized, credited during the Valuation Period;
minus capital losses, realized or unrealized, charged during the Valuation
Period; adjusted for provisions made for taxes, if any;

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

(3) is a charge for each day in the Valuation Period equal to 0.65% on an annual
basis of the daily net asset value of that Sub-Account for mortality and
expense risks. This charge may be increased or decreased by the Company, but
may not exceed 0.90%

The net investment factor may be greater or less than one. Therefore, the value
of an Accumulation Unit may increase or decrease. You bear the investment risk.

Allocations to the General Account are not converted into Accumulation Units,
but are credited interest at a rate periodically set by the Company. See MORE
INFORMATION ABOUT THE GENERAL ACCOUNT.

PAYMENT OPTIONS

During the Insured's lifetime, you may arrange for the Death Proceeds to be paid
in a single sum or under one or more of the available payment options. The
payment options currently available are described in APPENDIX B -- PAYMENT
OPTIONS. These choices are also available at the Final Premium Payment Date and
if the Policy is surrendered. The Company may make more payment options
available in the future. If no election is made, the Company will pay the Death
Proceeds in a single sum. When the Death Proceeds are payable in a single sum,
the Beneficiary may, within one year of the Insured's death, select one or more
of the payment options, if no payments have yet been made.

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OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the optional insurance benefits
described in APPENDIX A -- OPTIONAL BENEFITS may be added to a Policy by rider.
The cost of any optional insurance benefits will be deducted as part of the
Monthly Deduction. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Policy
Value."

SURRENDER

You may at any time surrender the Policy and receive its Surrender Value. The
Surrender Value is the Policy Value, less Debt and applicable surrender charges.
The Surrender Value will be calculated as of the Valuation Date on which a
Written Request for surrender and the Policy are received at the Principal
Office. A surrender charge will be deducted when a Policy is surrendered if less
than ten full Policy years have elapsed from the Date of Issue of the Policy or
from the effective date of any increase in Face Amount. See CHARGES AND
DEDUCTIONS -- "Surrender Charge."

The proceeds on surrender may be paid in a single lump sum or under one of the
payment options described in APPENDIX B -- PAYMENT OPTIONS. The Company normally
will pay the Surrender Value within seven days following the Company's receipt
of the surrender request, but the Company may delay payment under the
circumstances described in OTHER POLICY PROVISIONS -- "Postponement of
Payments." For important tax consequences which may result from surrender see
FEDERAL TAX CONSIDERATIONS.

PARTIAL WITHDRAWAL

Any time after the first Policy year, you may withdraw a portion of the
Surrender Value of your Policy, subject to the limits stated below, upon Written
Request filed at the Principal Office. The Written Request must indicate the
dollar amount you wish to receive and the Accounts from which such amount is to
be withdrawn. You may allocate the amount withdrawn among the Sub-Accounts and
the General Account. If you do not provide allocation instructions, the Company
will make a Pro-Rata Allocation. Each partial withdrawal must be in a minimum
amount of $500. Under Option 1 or Option 3, the Face Amount is reduced by the
amount of the partial withdrawal, and a partial withdrawal will not be allowed
if it would reduce the Face Amount below $40,000.

A partial withdrawal from a Sub-Account will result in the cancellation of the
number of Accumulation Units equivalent in value to the amount withdrawn. The
amount withdrawn equals the amount requested by you plus the transaction charge
and any applicable partial withdrawal charge as described under CHARGES AND
DEDUCTIONS -- "Charges on Partial Withdrawal." The Company will normally pay the
amount of the partial withdrawal within seven days following the Company's
receipt of the partial withdrawal request, but the Company may delay payment
under certain circumstances described in OTHER POLICY PROVISIONS --
"Postponement Of Payments." For important tax consequences which may result from
partial withdrawals, see FEDERAL TAX CONSIDERATIONS.

CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate the Company
for providing the insurance benefits set forth in the Policy and any additional
benefits added by rider, administering the Policy, incurring distribution
expenses, and assuming certain risks in connection with the Policies. Each of
the charges identified as an administrative charge is intended to reimburse the
Company for actual administrative costs incurred, and is not intended to result
in a profit to the Company.

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The Company may waive or reduce the premium tax charge, administrative charges,
surrender charge, or 5% partial withdrawal charge, and will not pay commissions
on Policies where the Insured, as of the date of application, is within the
following class of individuals:

All employees of First Allmerica and its affiliates and subsidiaries located at
First Allmerica's home office (or at off-site locations if such employees are on
First Allmerica's home office payroll); all directors of First Allmerica and its
affiliates and subsidiaries; all retired employees of First Allmerica and its
affiliates and subsidiaries eligible under the Pension Plans of First Allmerica
or of its affiliates or any successor plan; all General Agents, agents and field
staff of First Allmerica; and all spouses, children, siblings, parents and
grandparents of any individuals identified above, who reside in the same
household.

Certain of the charges and deductions described below may be reduced for
Policies issued in connection with a specific group in accordance with the
Company's rules in effect as of the date an application. To qualify for a
reduction, a group must satisfy certain criteria such as the size of the group,
expected number of participants and anticipated premium payments from the group.
Generally, the sales contacts and effort, administrative costs and mortality
costs vary based on such factors as the size of the group, the purposes for
which the Policies are purchased and certain characteristics of the group's
members. The amount of reduction and the criteria for qualification will reflect
in the reduced sales effort and administrative costs resulting from, and the
different mortality experience expected as a result of, sales to qualifying
groups. The Company may modify both the amounts of reductions and the criteria
for qualification. Reductions in these charges will not be unfairly
discriminatory against any person, including the affected Policyowners and all
other Policyowners who purchase a Policy.

STATE PREMIUM TAX

A charge for state and local premium taxes (if any) is deducted from each
premium payment. State premium taxes generally range from 0.75% to 5%, while
local premium taxes (if any) vary by jurisdiction within a state. The premium
tax charge will change when either the applicable jurisdiction changes or the
tax rate within the applicable jurisdiction changes. The Company should be
notified of any change in address of the Insured as soon as possible.

MONTHLY DEDUCTION FROM POLICY VALUE

Prior to the Final Premium Payment Date, a Monthly Deduction from Policy Value
will be made to cover a charge for the cost of insurance, a charge for any
optional insurance benefits added by rider and a monthly administrative charge.
The cost of insurance charge and the monthly administrative charges are
discussed below. The Monthly Deduction on or following the effective date of a
requested increase in the Face Amount will also include a $40 administrative
charge for the increase. See THE POLICY -- "Change in Face Amount."

Prior to the Final Premium Payment Date, the Monthly Deduction will be deducted
as of each Monthly Payment Date commencing with the Date of Issue of the Policy.
It will be allocated to one Sub-Account according to your instructions or, if no
allocation is specified, the Company will make a Pro-Rata Allocation. If the
Sub-Account you specify does not have sufficient funds to cover the Monthly
Deduction, the Company will deduct the charge for that month as if no
specification were made. However, if on subsequent Monthly Payment Dates there
is sufficient Policy Value in the Sub-Account you specified, the Monthly
Deduction will be deducted from that Sub-Account. No Monthly Deductions will be
made on or after the Final Premium Payment Date.

COST OF INSURANCE
This charge is designed to compensate the Company for the anticipated cost of
providing Death Proceeds to Beneficiaries of those Insureds who die prior to the
Final Premium Payment Date. The cost of insurance is determined on a monthly
basis, and is determined separately for the initial Face Amount and for each

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subsequent increase in Face Amount. Because the cost of insurance depends upon a
number of variables, it can vary from month to month.

CALCULATION OF THE CHARGE
If you select Sum Insured Option 2, the monthly cost of insurance charge for the
initial Face Amount will equal the applicable cost of insurance rate multiplied
by the initial Face Amount. If you select Sum Insured Option 1 or Option 3,
however, the applicable cost of insurance rate will be multiplied by the initial
Face Amount less the Policy Value (minus charges for rider benefits) at the
beginning of the policy month. Thus, the cost of insurance charge may be greater
for owners who have selected Sum Insured Option 2 than for those who have
selected Sum Insured Option 1 or Option 3, assuming the same Face Amount in each
case and assuming that the Guideline Minimum Sum Insured is not in effect.

In other words, since the Sum Insured under Option 1 or Option 3 remains
constant while the Sum Insured under Option 2 varies with the Policy Value, any
Policy Value increases will reduce the insurance charge under Option 1 or Option
3 but not under Option 2.

If you select Sum Insured Option 2, the monthly insurance charge for each
increase in Face Amount (other than an increase caused by a change in Sum
Insured Option) will be equal to the cost of insurance rate applicable to that
increase multiplied by the increase in Face Amount. If you select Sum Insured
Option 1 or Option 3, the applicable cost of insurance rate will be multiplied
by the increase in the Face Amount reduced by any Policy Value (minus rider
charges) in excess of the initial Face Amount at the beginning of the policy
month.

If the Guideline Minimum Sum Insured is in effect under either Option, a monthly
cost of insurance charge will also be calculated for that portion of the Sum
Insured which exceeds the current Face Amount. This charge will be calculated by
multiplying the cost of insurance rate applicable to the initial Face Amount
times the Guideline Minimum Sum Insured (Policy Value times the applicable
percentage) less the greater of the Face Amount or the Policy Value if you
selected Sum Insured Option 1 or Option 3, or less the Face Amount plus the
Policy Value if you selected Sum Insured Option 2. When the Guideline Minimum
Sum Insured is in effect, the cost of insurance charge for the initial Face
Amount and for any increases will be calculated as set forth in the preceding
two paragraphs.

The monthly cost of insurance charge will also be adjusted for any decreases in
Face Amount. See THE POLICY -- "Change in Face Amount" and "Decreases."

COST OF INSURANCE RATES
The Policy is sold to eligible individuals who are members of a non-qualified
employee benefit plan having five or more members. Premium billing will be
administered through one premium administrator. A portion of the initial Face
Amount may be issued on a guaranteed or simplified underwriting basis. The
amount of this portion will be determined for each group, and may vary within
the group based on Age.

The determination of the class of risk for the guaranteed or simplified issue
portion will, in part, be based on the type of group; the number of persons
eligible to participate in the plan; expected percentage of eligible persons
participating in the plan; and the amount of guaranteed or simplified
underwriting insurance to be issued. Larger groups, higher participation rates
and occupations with historically favorable mortality rates will generally
result in the individuals within that group being placed in a more favorable
class of risk.

Cost of insurance rates are based on a blended unisex rate table, Age and
Premium Class of the Insured at the Date of Issue, the effective date of an
increase or date of rider, as applicable, the amount of premiums paid less any
Debt, any partial withdrawals and withdrawal charges, and risk classification.
For those Policies issued in certain states or in certain cases on a unisex
basis, sex-distinct rates do not apply. The cost of insurance rates are
determined at the beginning of each Policy year for the initial Face Amount. The
cost of insurance rates for an increase in Face Amount or rider are determined
annually on the anniversary of the effective date of each

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increase or rider. The cost of insurance rates generally increase as the
Insured's Age increases. The actual monthly cost of insurance rates will be
based on the Company's expectations as to future mortality experience. They will
not, however, be greater than the guaranteed cost of insurance rates set forth
in the Policy. These guaranteed rates are based on the 1980 Commissioners
Standard Ordinary Mortality Table, Smoker, Non-smoker, Male, Female (or
Mortality Table B for unisex Policies) and the Insured's Age. The tables used
for this purpose set forth different mortality estimates for smokers and
non-smokers. Any change in the cost of insurance rates will apply to all persons
of the same insuring Age and Premium Class whose Policies have been in force for
the same length of time.

The Premium Class of an Insured will affect the cost of insurance rates. The
Company currently places Insureds into preferred Premium Classes, standard
Premium Classes and substandard Premium Classes. In an otherwise identical
Policy, an Insured in the preferred Premium Class will have a lower cost of
insurance than an Insured in a standard Premium Class who, in turn, will have a
lower cost of insurance than an Insured in a substandard Premium Class with a
higher mortality risk. The Premium Classes are also divided into two categories:
smokers and non-smokers. Non-smoking Insureds will incur lower cost of insurance
rates than Insureds who are classified as smokers but who are otherwise in the
same Premium Class. Any Insured with an Age at issuance under 18 will be
classified initially as regular or substandard. The Insured then will be
classified as a smoker at Age 18 unless the Insured provides satisfactory
evidence that the Insured is a non-smoker. The Company will provide notice to
you of the opportunity for the Insured to be classified as a non-smoker when the
Insured reaches Age 18.

The cost of insurance rate is determined separately for the initial Face Amount
and for the amount of any increase in Face Amount. For each increase in Face
Amount you request, at a time when the Insured is in a less favorable Premium
Class than previously, a correspondingly higher cost of insurance rate will
apply only to that portion of the Insurance Amount at Risk for the increase. For
the initial Face Amount and any prior increases, the Company will use the
Premium Class previously applicable. On the other hand, if the Insured's Premium
Class improves on an increase, the lower cost of insurance rate generally will
apply to the entire Insurance Amount at Risk.

MONTHLY ADMINISTRATIVE CHARGES
Prior to the Final Premium Payment Date a monthly administrative charge of $5
per month will be deducted from the Policy Value. This charge will be used to
compensate the Company for expenses incurred in the administration of the
Policy, and will compensate the Company for first-year underwriting and other
start-up expenses incurred in connection with the Policy. These expenses include
the cost of processing applications, conducting medical examinations,
determining insurability and the Insured's Premium Class, and establishing
Policy records. The Company does not expect to derive a profit from these
charges.

CHARGES AGAINST ASSETS OF THE VEL ACCOUNT

The Company currently makes a charge on an annual basis of 0.65% of the daily
net asset value in each Sub-Account. This charge is for the mortality risk and
expense risk which the Company assumes in relation to the variable portion of
the Policies. The total charges may be increased or decreased by the Board of
Directors of the Company once each year, subject to compliance with applicable
state and federal requirements, but it may not exceed 0.90% on an annual basis.

The mortality risk assumed by the Company is that Insureds may live for a
shorter time than anticipated, and that the Company will therefore pay an
aggregate amount of Death Proceeds greater than anticipated. The expense risk
assumed is that the expenses incurred in issuing and administering the Policies
will exceed the amounts realized from the administrative charges. If the charge
for mortality and expense risks is not sufficient to cover actual mortality
experience and expenses, the Company will absorb the losses. If costs are less
than the amounts provided, the difference will be a profit to the Company. To
the extent this charge results in a current profit to the Company, such profit
will be available for use by the Company for, among other things, the payment of
distribution, sales and other expenses. Since mortality and expense risks
involve future

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contingencies which are not subject to precise determination in advance, it is
not feasible to identify specifically the portion of the charge which is
applicable to each.

In addition, because the Sub-Accounts purchase shares of the Underlying Funds,
the value of the Accumulation Units of the Sub-Accounts will reflect the
investment advisory fee and other expenses incurred by the Underlying Funds. The
prospectuses and statements of additional information of the Trust, Fidelity
VIP, Fidelity VIP II, T. Rowe Price and DGPF contain additional information
concerning such fees and expenses.

No charges are currently made against the Sub-Accounts for federal or state
income taxes. Should the Company determine that taxes will be imposed, the
Company may make deductions from the Sub-Account to pay such taxes. See FEDERAL
TAX CONSIDERATIONS. The imposition of such taxes would result in a reduction of
the Policy Value in the Sub-Accounts.

SURRENDER CHARGE

The Policy provides for a contingent surrender charge. A separate contingent
surrender charge, described in more detail below, is calculated upon the
issuance of the Policy and for each increase in the Face Amount. The surrender
charge is comprised of a contingent deferred administrative charge and a
contingent deferred sales charge. The contingent deferred administrative charge
compensates the Company for expenses incurred in administering the Policy. The
contingent deferred sales charge compensates the Company for expenses relating
to the distribution of the Policy, including agents' commissions, advertising
and the printing of the prospectuses and sales literature.

A Surrender Charge may be deducted if you request a full surrender of the Policy
or a decrease in Face Amount if less than ten years have elapsed from the Date
of Issue or from the effective date of any increase in the Face Amount. The
maximum surrender charge calculated upon issuance of the Policy is equal to the
sum of (1) plus (2) where (1) is a deferred administrative charge equal to $8.50
per thousand dollars of the initial Face Amount, and (2) is a deferred sales
expense charge equal to 30% of the Guideline Annual Premium. In accordance with
limitations under state insurance regulations, the amount of the maximum
surrender charge will not exceed a specified amount per $1,000 initial face
Amount, as indicated in APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES.
The maximum surrender charge continues in a level amount for 44 Policy months,
reduces by 1% per month for the next 76 Policy months, and is zero thereafter.
This reduction in the maximum surrender charge will reduce the deferred sales
charge and the deferred administrative charge proportionately.

If you surrender the Policy before making premium payments with respect to the
initial Face Amount which are at least equal to the Guideline Annual Premium,
the actual surrender charge imposed may be less than the maximum. The actual
surrender charge imposed will be the lesser of either the maximum surrender
charge or the sum of $8.50 per thousand dollars of initial Face Amount plus 30%
of premiums paid. Thus, if the amount of the surrender charge is less than the
maximum, such amount is comprised of the entire deferred administrative charge
plus 30% of premiums paid. See APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER
CHARGES.

A separate Surrender Charge will apply to and is calculated for each increase in
Face Amount. The surrender charge for the increase is in addition to that for
the initial Face Amount. The maximum surrender charge for the increase is equal
to the sum of (1) plus (2), where (1) is equal to $8.50 per thousand dollars of
increase, and (2) is equal to 30% of the Guideline Annual Premium for the
increase. In accordance with limitations under state insurance regulations, the
amount of the surrender charge will not exceed a specified amount per $1,000 of
increase, as indicated in APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER
CHARGES. As is true for the initial Face Amount, (1) is a deferred
administrative charge, and (2) is a deferred sales charge. The actual surrender
charge with respect to the increase may be less than the maximum. The actual
surrender charge is the lesser of either the maximum surrender charge or the sum
of (1) $8.50 per thousand dollars of increase in Face Amount, plus (2) 30% of
the Policy Value on the date of increase associated with

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the increase in Face Amount, plus (3) 30% of premiums paid which are associated
with the increase in Face Amount.

Additional premium payments may not be required to fund a requested increase in
Face Amount. Therefore, a special rule, which is based on relative Guideline
Annual Premium payments, applies to allocate a portion of existing Policy Value
to the increase and to allocate subsequent premium payments between the initial
Face Amount and the increase. For example, suppose the Guideline Annual Premium
is equal to $1,500 before an increase and is equal to $2,000 as a result of the
increase. The Policy Value on the effective date of the increase would be
allocated 75% ($1,500/$2,000) to the initial Face Amount and 25% to the
increase. All future premiums would also be allocated 75% to the initial Face
Amount and 25% to the increase. Thus, existing Policy Value associated with the
increase will equal the portion of Policy Value allocated to the increase on the
effective date of the increase, before any deductions are made. Premiums
associated with the increase will equal the portion of the premium payments
actually made on or after the effective date of the increase which are allocated
to the increase.

See APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES for examples
illustrating the calculation of the maximum surrender charge for the initial
Face Amount and for any increases, as well as for the surrender charge based on
actual premiums paid or associated with any increases.

A surrender charge may be deducted on a decrease in the Face Amount. In the
event of a decrease, the surrender charge deducted is a fraction of the charge
that would apply to a full surrender of the Policy. The fraction will be
determined by dividing the amount of the decrease by the current Face Amount and
multiplying the result by the surrender charge. If more than one surrender
charge is in effect (i.e., pursuant to one or more increases in the Face Amount
of a Policy), the surrender charge will be applied in the following order: (1)
the most recent increase; (2) the next most recent increases successively, and
(3) the initial Face Amount. Where a decrease causes a partial reduction in an
increase or in the initial Face Amount, a proportionate share of the surrender
charge for that increase or for the initial Face Amount will be deducted.

CHARGES ON PARTIAL WITHDRAWAL

After the first Policy year, partial withdrawals of Surrender Value may be made.
The minimum withdrawal is $500. Under Option 1 or Option 3, the Face Amount is
reduced by the amount of the partial withdrawal, and a partial withdrawal will
not be allowed if it would reduce the Face Amount below $40,000.

A transaction charge which is the smaller of 2% of the amount withdrawn or $25
will be assessed on each partial withdrawal to reimburse the Company for the
cost of processing the withdrawal. The Company does not expect to make a profit
on this charge.

A partial withdrawal charge may also be deducted from Policy Value. For each
partial withdrawal you may withdraw an amount equal to 10% of the Policy Value
on the date the written withdrawal request is received by the Company less the
total of any prior withdrawals in that Policy year which were not subject to the
partial withdrawal charge, without incurring a partial withdrawal charge. Any
partial withdrawal in excess of this amount ("excess withdrawal") will be
subject to the partial withdrawal charge. The partial withdrawal charge is equal
to 5% of the excess withdrawal up to the amount of the surrender charge(s) on
the date of withdrawal. There will be no partial withdrawal charge if there is
no surrender charge on the date of withdrawal (i.e., ten years have elapsed from
the Date of Issue and from the effective date of any increase in the Face
Amount).

This right is not cumulative from Policy year to Policy year. For example, if
only 8% of Policy Value were withdrawn in Policy year two, the amount you could
withdraw in subsequent Policy years would not be increased by the amount you did
not withdraw in the second Policy year.

The Policy's outstanding surrender charge will be reduced by the amount of the
partial withdrawal charge deducted, by proportionately reducing the deferred
sales charge component and the deferred administrative

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<PAGE>
charge component. The partial withdrawal charge deducted will decrease existing
surrender charges in the following order:

- first, the surrender charge for the most recent increase in Face Amount;

- second, the surrender charge for the next most recent increase
successively;

- last, the surrender charge for the initial Face Amount.

See APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES for an example
illustrating the calculation of the charges on partial withdrawal and their
impact on the surrender charge(s).

TRANSFER CHARGES

The first 12 transfers in a Policy year will be free of charge. Thereafter, a
transfer charge of $10 will be imposed for each transfer request to reimburse
the Company for the administrative costs incurred in processing the transfer
request. The Company reserves the right to increase the charge, but it will
never exceed $25. The Company also reserves the right to change the number of
free transfers allowed in a Policy Year. See THE POLICY -- "Transfer Privilege."

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 and Government
Bond Fund of the Trust to one or more of the other Sub-Accounts
("Dollar-Cost Averaging"); or

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

The first automatic transfer counts as one transfer towards the 12 free
transfers allowed in each Policy year. Each subsequent automatic transfer is
without charge and does not reduce the remaining number of transfers which may
be made without charge. If you utilize the Conversion Privilege, Loan Privilege,
or reallocate Policy Value within 20 days of the Date of Issue of the Policy,
any resulting transfer of Policy Value from the Sub-Accounts to the General
Account will be free of charge, and in addition to the 12 free transfers in a
Policy year. See THE POLICY -- "Conversion Privileges" and POLICY LOANS.

CHARGE FOR INCREASE IN FACE AMOUNT

For each increase in Face Amount you request, a transaction charge of $40 will
be deducted from Policy Value to reimburse the Company for administrative costs
associated with the increase. This charge is guaranteed not to increase, and the
Company does not expect to make a profit on this charge.

OTHER ADMINISTRATIVE CHARGES

The Company reserves the right to impose a charge for the administrative costs
incurred for changing the Net Premium allocation instructions, for changing the
allocation of any Monthly Deductions among the various Sub-Accounts, or for a
projection of values. No such charges are currently imposed and any such charge
is guaranteed not to exceed $25.

POLICY LOANS

Loans may be obtained by request to the Company on the sole security of the
Policy. The total amount which may be borrowed is the Loan Value. In the first
Policy year, the Loan Value is 75% of Policy Value reduced by applicable
surrender charges, as well as Monthly Deductions and interest on Debt to the end
of the Policy year. The Loan Value in the second Policy year and thereafter is
90% of an amount equal to Policy Value reduced by

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<PAGE>
applicable surrender charges. There is no minimum limit on the amount of the
loan. The loan amount will normally be paid within seven days after the Company
receives the loan request at its Principal Office, but the Company may delay
payments under certain circumstances. See OTHER POLICY PROVISIONS --
"Postponement of Payments."

A Policy loan may be allocated among the General Account and one or more
Sub-Accounts. If you do not make an allocation, the Company will make a Pro-Rata
Allocation based on the amounts in the Accounts on the date the Company receives
the loan request. Policy Value in each Sub-Account equal to the Policy loan
allocated to such Sub-Account will be transferred to the General Account, and
the number of Accumulation Units equal to the Policy Value so transferred will
be canceled. This will reduce the Policy Value in these Sub-Accounts. These
transactions are not treated as transfers for purposes of the transfer charge.

LOAN INTEREST

LOAN AMOUNT EARNS INTEREST IN GENERAL ACCOUNT
As long as the Policy is in force, Policy Value in the General Account equal to
the loan amount will be credited with interest at an effective annual yield of
at least 6.00% per year. NO ADDITIONAL INTEREST WILL BE CREDITED TO SUCH POLICY
VALUE.

PREFERRED LOAN OPTION
A preferred loan option is available under the Policies. The preferred loan
option will be available upon Written Request. It may be revoked by you at any
time. If this option has been selected, after the tenth Policy anniversary
Policy Value in the General Account equal to the loan amount will be credited
with interest at an effective annual yield of at least 7.5%. Our current
practice is to credit a rate of interest equal to the rate being charged for the
preferred loan.

There is some uncertainty as to the tax treatment of preferred loans. Consult a
qualified tax adviser (and see FEDERAL TAX CONSIDERATIONS). THE PREFERRED LOAN
OPTION IS NOT AVAILABLE IN ALL STATES.

LOAN INTEREST CHARGED
Interest accrues daily and is payable in arrears at the annual rate of 8%.
Interest is due and payable at the end of each Policy year or on a pro-rata
basis for such shorter period as the loan may exist. Interest not paid when due
will be added to the loan amount and bear interest at the same rate. After the
due and unpaid interest is added to the loan amount, if the new loan amount
exceeds the Policy Value in the General Account, the Company will transfer
Policy Value equal to that excess loan amount from the Policy Value in each
Sub-Account to the General Account as security for the excess loan amount. The
Company will allocate the amount transferred among the Sub-Accounts in the same
proportion that the Policy Value in each Sub-Account bears to the total Policy
Value in all Sub-Accounts.

REPAYMENT OF LOANS

Loans may be repaid at any time prior to the lapse of the Policy. Upon repayment
of the Debt, the portion of the Policy Value that is in the General Account
securing the Debt repaid will be allocated to the various Accounts and increase
the Policy Value in such accounts in accordance with your instructions. If you
do not make a repayment allocation, the Company will allocate Policy Value in
accordance with your most recent premium allocation instructions; provided,
however, that loan repayments allocated to the VEL Account cannot exceed Policy
Value previously transferred from the VEL Account to secure the Debt.

If the Debt exceeds the Policy Value less the surrender charge, the Policy will
terminate. A notice of such pending termination will be mailed 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.

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EFFECT OF POLICY LOANS

Although Policy loans may be repaid at any time prior to the lapse of the
Policy, Policy loans will permanently affect the Policy Value and Surrender
Value, and may permanently affect the Death Proceeds. The effect could be
favorable or unfavorable, depending upon whether the investment performance of
the Sub-Account(s) is less than or greater than the interest credited to the
Policy Value in the General Account attributable to the loan.

Moreover, outstanding Policy loans and the accrued interest will be deducted
from the proceeds payable upon the death of the Insured or surrender.

POLICY TERMINATION AND REINSTATEMENT

TERMINATION

The failure to make premium payments will not cause the Policy to lapse unless:
(1) the Surrender Value is insufficient to cover the next Monthly Deduction plus
loan interest accrued; or (2) if Debt exceeds 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 make sufficient
payments to prevent termination. On the date of default, the Company will send a
notice to you and to any assignee of record. The notice will state the amount of
premium due and the date on which it is due.

Failure to make a sufficient payment within the grace period will result in
termination of the Policy. If the Insured dies during the grace period, the
Death Proceeds will still be payable, but any Monthly Deductions due and unpaid
through the Policy month in which the Insured dies and any other overdue charges
will be deducted from the Death Proceeds.

PAYOR PROVISIONS
Subject to approval in the state in which your Policy was issued, if you name a
"payor" in your application supplement, then the following "Payor Provisions"
will apply.

The payor may designate what portion, if any, of each payment of a premium is
"excess premium" to be allocated to the General Account and Sub-Accounts
according to your allocation instructions then in effect. Except for excess
premium, the payor's premium will automatically be allocated to the Sub-Account
which invests in the Money Market Fund of the Trust, from which the Monthly
Deductions will be made. Payor premiums which are initially held in the General
Account (which are not "excess premiums") will be transferred to the Money
Market Fund not later than three days after underwriting approval of the Policy.
No Policy loans, partial withdrawals or transfers may be made from the amount in
the Money Market Fund attributable to premiums allocated thereto by the payor.

If the amount in the Money Market Fund attributable to premiums allocated by the
payor is insufficient to cover the next Monthly Deduction, the Company will send
the payor a notice of the due date and amount of premium which is due. The
premium may be paid during a grace period of 62 days beginning on the premium
due date. If the premium payable is not received by the Company within 31 days
of the end of the grace period, a second notice will be sent to the payor. A
31-day grace period notice will also be sent to you at this time if your Policy
Value is insufficient to cover the Monthly Deductions then due.

If the amount in the Money Market Fund attributable to premiums allocated
thereto by the payor is insufficient to cover the Monthly Deductions due at the
end of the grace period, the balance of such Monthly Deductions will be
withdrawn on a Pro-Rata Allocation from the Policy Value, if any, in the General
Account and the Sub-Accounts. A lapse occurs if the Policy Value is
insufficient, at the end of the grace period, to pay the Monthly Deductions
which are due. The Policy terminates on the date of lapse. Any Death Proceeds
payable during the grace period will be reduced by any overdue charges.

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<PAGE>
The above payor provisions, if applicable, are in lieu of the grace-period
notice and default provisions applicable when "(a) the Surrender Value is
insufficient to cover the next Monthly Deduction plus loan interest accrued,"
but do not apply to "(b) if Debt exceeds the Policy Value." See the first
paragraph of this section captioned "Termination." You or the payor may, upon
Written Request, discontinue the above payor provisions. If the payor makes
Written Request to discontinue the payor provisions, we will send you a notice
of the discontinuance to your last known address.

REINSTATEMENT

If the Policy has not been surrendered and the Insured is alive, the terminated
Policy may be reinstated anytime within three years after the date of default
and before the Final Premium Payment Date. The reinstatement will be effective
on the Monthly Payment Date following the date you submit the following to the
Company: (1) a written application for reinstatement; (2) Evidence of
Insurability showing that the Insured is insurable according to the Company's
underwriting rules; and (3) a premium that, after the deduction of the premium
tax charge, is large enough to cover the Monthly Deductions for the three-month
period beginning on the date of reinstatement.

POLICY SURRENDER CHARGE
The surrender charge on the date of reinstatement is the surrender charge which
should have been in effect had the Policy remained in force from the Date of
Issue.

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

- the Net Premium paid to reinstate the Policy increased by interest from
the date the payment was received at the Principal Office, PLUS

- an amount equal to the Policy Value less Debt on the date of default,
MINUS

- the Monthly Deduction due on the date of reinstatement.

You may not reinstate any Debt outstanding on the date of default or
foreclosure.

OTHER POLICY PROVISIONS

The following Policy provisions may vary in certain states in order to comply
with requirements of the insurance laws, regulations and insurance regulatory
agencies in those states.

POLICYOWNER

The Policyowner is the Insured unless another Policyowner has been named in the
application for the Policy. The Policyowner is generally entitled to exercise
all rights under a Policy while the Insured is alive, subject to the consent of
any irrevocable Beneficiary (the consent of a revocable Beneficiary is not
required). The consent of the Insured is required whenever the Face Amount of
insurance is increased.

BENEFICIARY

The Beneficiary is the person or persons to whom the insurance proceeds are
payable upon the Insured's death. Unless otherwise stated in the Policy, the
Beneficiary has no rights in the Policy before the death of the Insured. While
the Insured is alive, you may change any Beneficiary unless you have declared a
Beneficiary to be irrevocable. If no Beneficiary is alive when the Insured dies,
the Policyowner (or the Policyowner's estate) will be the Beneficiary. If more
than one Beneficiary is alive when the Insured dies, they will be paid in

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<PAGE>
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.

INCONTESTABILITY

The Company will not contest the validity of a Policy after it has been in force
during the Insured's lifetime for two years from the Date of Issue. The Company
will not contest the validity of any rider or any increase in the Face Amount
after such rider or increase has been in force during the Insured's lifetime for
two years from its effective date.

SUICIDE

The Death Proceeds will not be paid if the Insured commits suicide, while sane
or insane, within two years from the Date of Issue. Instead, the Company will
pay the Beneficiary an amount equal to all premiums paid for the Policy, without
interest, less any outstanding Debt and less any partial withdrawals. If the
Insured commits suicide, while sane or insane, generally within two years from
the effective date of any increase in the Sum Insured, the Company's liability
with respect to such increase will be limited to a refund of the cost thereof.
The Beneficiary will receive the administrative charges and insurance charges
paid for such increase.

AGE

If the Insured's Age as stated in the application for a Policy is not correct,
benefits under a Policy will be adjusted to reflect the correct Age, if death
occurs prior to the Final Premium Payment Date. The adjusted benefit will be
that which the most recent cost of insurance charge would have purchased for the
correct Age. In no event will the Sum Insured be reduced to less than the
Guideline Minimum Sum Insured.

ASSIGNMENT

The Policyowner may assign a Policy as collateral or make an absolute assignment
of the Policy. All rights under the Policy will be transferred to the extent of
the assignee's interest. The consent of the assignee may be required in order to
make changes in premium allocations, to make transfers, or to exercise other
rights under the Policy. The Company is not bound by an assignment or release
thereof, unless it is in writing and is recorded at the Principal Office. When
recorded, the assignment will take effect as of the date the Written Request was
signed. Any rights created by the assignment will be subject to any payments
made or actions taken by the Company before the assignment is recorded. The
Company is not responsible for determining the validity of any assignment or
release.

POSTPONEMENT OF PAYMENTS

Payments of any amount due from the VEL Account upon surrender, partial
withdrawals, or death of the Insured, as well as payments of a Policy loan and
transfers may be postponed whenever: (1) the New York Stock Exchange is closed
for other than customary weekend and holiday closings, or trading on the New
York Stock Exchange is restricted as determined by the SEC, or (2) an emergency
exists, as determined by the SEC, as a result of which disposal of securities is
not reasonably practicable or it is not reasonably practicable to determine the
value of the VEL Account's net assets. Payments under the Policy of any amounts
derived from the premiums paid by check may be delayed until such time as the
check has cleared your bank.

The Company also reserves the right to defer payment of any amount due from the
General Account upon surrender, partial withdrawal, or death of the Insured, as
well as payments of policy loans and transfers from the General Account, for a
period not to exceed six months.

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<PAGE>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ---------------------------------- --------------------------------------------------------
<S> <C>
Bruce C. Anderson Director of First Allmerica since 1996; Vice President,
Director First Allmerica since 1984

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>
DISTRIBUTION

Allmerica Investments, Inc., an indirect subsidiary of First Allmerica, acts as
the principal underwriter of the Policies pursuant to a Sales and Administrative
Services Agreement with the Company and the VEL Account. 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"). The Policies are sold
by agents of the Company who are registered representatives of Allmerica
Investments, Inc. or of independent broker-dealers.

The Company pays commissions, based on a commission schedule, to registered
representatives who sell the Policy. After issue of the Policy or an increase in
Face Amount, commissions may be up to 45% of first-year premiums. Thereafter,
commissions may be up to 15% of any additional premiums. Alternative commission
schedules are available with lower initial commission amounts based on premium
payments, plus ongoing annual compensation of up to 0.50% of Policy Value.
Certain registered representatives, including registered representatives
enrolled in the Company's training program for new agents, may receive
additional first-year and renewal commissions and training reimbursements.
General Agents may also receive overriding commissions, which will not exceed
2.5% of first-year or 4% of renewal premiums.

To the extent permitted by NASD rules, promotional incentives or payments may
also be provided to broker-dealers based on sales volumes, the assumption of
wholesaling functions or other sales-related criteria. Other payments may be
made for other services that do not directly involve the sale of the Policies.
These services may include the recruitment and training of personnel,
productions of promotional literature, and similar services.

The Company intends to recoup the commission and other sales expense through a
combination of the deferred sales charge component of the anticipated surrender
and partial withdrawal charges, and the investment earnings on amounts allocated
to accumulate on a fixed basis in excess of the interest credited on fixed
accumulations by the Company. There is no additional charge to the Policyowner
or to the Separate Account. Any surrender charge assessed on a Policy will be
retained by the Company except for amounts it may pay to Allmerica Investments,
Inc. for services it performs and expenses it may incur as principal underwriter
and general distributor.

SERVICES

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

REPORTS

The Company will maintain the records relating to the VEL Account. You will be
promptly sent statements of significant transactions such as premium payments
(other than payments made pursuant to the MAP procedure), changes in specified
Face Amount, changes in Sum Insured Option, transfers among Sub-Accounts and the
General Account, partial withdrawals, increases in loan amount by you, loan
repayments, lapse, termination for any reason, and reinstatement. An annual
statement will also be sent to you within 30 days after a Policy anniversary.
The annual statement 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 Proceeds, Policy Value, Surrender Value, amounts in the Sub-Accounts and
General Account, and any Policy loan(s).

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<PAGE>
In addition, you will be sent periodic reports containing financial statements
and other information for the VEL Account and the Underlying Funds as required
by the 1940 Act.

LEGAL PROCEEDINGS

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

FURTHER INFORMATION

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

INDEPENDENT ACCOUNTANTS

The financial statements of the Company as of December 31, 1997 and 1996 and for
each of the two years in the period ended December 31, 1997, and the financial
statements of the VEL Account of the Company as of December 31, 1997 and for the
periods indicated, included in this Prospectus constituting part of this
Registration Statement, have been so included in reliance on the reports of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

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

FEDERAL TAX CONSIDERATIONS

The effect of federal income taxes on the value of a Policy, on loans,
withdrawals, or surrenders, on death benefit payments, and on the economic
benefit to you or the Beneficiary depends upon a variety of factors. The
following discussion is based upon the Company's understanding of the present
federal income tax laws as they are currently interpreted. From time to time
legislation is proposed which, if passed, could significantly, adversely and
possibly retroactively affect the taxation of the Policies. No representation is
made regarding the likelihood of continuation of current federal income tax laws
or of current interpretations by the IRS. Moreover, no attempt has been made to
consider any applicable state or other tax laws.

It should be recognized that the following summary of federal income tax aspects
of amounts received under the Policies is not exhaustive, does not purport to
cover all situations and is not intended as tax advice. Specifically, the
discussion below does not address certain tax provisions that may be applicable
if the Policyowner is a corporation or the trustee of an employee benefit plan.
A qualified tax adviser should always be consulted with regard to the
application of law to individual circumstances.

THE COMPANY AND THE VEL ACCOUNT

The Company is taxed as a life insurance company under Subchapter L of the Code,
and files a consolidated tax return with its parent and affiliates. The Company
does not expect to incur any income tax upon the earnings or realized capital
gains attributable to the VEL Account. Based on these expectations, no charge is
made for federal income taxes which may be attributable to the VEL Account.

The Company will review periodically the question of a charge to the VEL Account
for federal income taxes. Such a charge may be made in future years for any
federal income taxes incurred by the Company. This might

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<PAGE>
become necessary if the tax treatment of the Company is ultimately determined to
be other than what the Company believes it to be, if there are changes made in
the federal income tax treatment of variable life insurance at the Company
level, or if there is a change in the Company's tax status. Any such charge
would be designed to cover the federal income taxes attributable to the
investment results of the VEL Account.

Under current laws the Company may also incur state and local taxes (in addition
to premium taxes) in several states. At present these taxes are not significant.
If there is a material change in applicable state or local tax laws, charges may
be made for such taxes paid, or reserves for such taxes, attributable to the VEL
Account.

TAXATION OF THE POLICIES

The Company believes that the Policies described in this Prospectus will be
considered life insurance contracts under Section 7702 of the Code, which
generally provides for the taxation of life insurance policies and places
limitations on the relationship of the policy value to the insurance amount at
risk. As a result, the death proceeds payable are excludable from the gross
income of the beneficiary. Moreover, any increase in policy value is not taxable
until received by the Policyowner or the Policyowner's designee. But see
"Modified Endowment Contracts."

The Code also requires that the investment of each Sub-Account be adequately
diversified in accordance with Treasury regulations in order to be treated as a
life insurance policy for tax purposes. Although the Company does not have
control over the investments of the Underlying Funds, the Company believes that
the Underlying Funds currently meet the Treasury's diversification requirements,
and the Company will monitor continued compliance with these requirements. In
connection with the issuance of previous regulations relating to diversification
requirements, the Treasury Department announced that such regulations do not
provide guidance concerning the extent to which Policyowners may direct their
investments to particular divisions of a separate account. Regulations in this
regard may be issued in the future. It is possible that if and when regulations
are issued, the Policies may need to be modified to comply with such
regulations. For these reasons, the Policies or the Company's administrative
rules may be modified as necessary to prevent a Policyowner from being
considered the owner of the assets of the VEL Account.

Depending upon the circumstances, a surrender, partial withdrawal, change in the
Sum Insured Option, change in the Face Amount, lapse with Policy loan
outstanding, or assignment of the Policy may have tax consequences. In
particular, under specified conditions, a distribution under the Policy during
the first 15 years from Date of Issue that reduces future benefits under the
Policy will be taxed to the Policyowner as ordinary income to the extent of any
investment earnings in the Policy. 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, Policyowner or
Beneficiary.

POLICY LOANS

The Company believes that non-preferred loans received under the Policy will be
treated as an indebtedness of the Policyowner for federal income tax purposes.
Under current law, these loans will not constitute income for the Policyowner
while the Policy is in force (but see "Modified Endowment Contracts"). There is
a risk, however, that a preferred loan may be characterized by the 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 revoke your request for a preferred
loan.

Section 264 of the Code restricts the deduction of interest on Policy loans.
Consumer interest paid on Policy loans under an individually owned Policy is not
tax deductible. Generally, no tax deduction for interest is allowed on Policy
loans, if the Insured is an officer or employee of, or is financially interested
in, any business carried on by the taxpayer. There is an exception to this rule
which permits a deduction for interest on loans up

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<PAGE>
to $50,000 related to any policies covering 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 CONTRACTS

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 Act, any life insurance policy, including a Policy offered
by this Prospectus, that fails to satisfy a "seven-pay" test is considered a
modified endowment contract. A policy fails to satisfy the seven-pay test if the
cumulative premiums paid under the policy at any time during the first seven
policy years exceed the sum of the net level premiums that would have been paid,
had the policy provided for paid-up future benefits after the payment of seven
level premiums.

If a policy is considered a modified endowment contract, all distributions under
the policy will be taxed on an "income first" basis. Most distributions received
by a policyowner directly or indirectly (including loans, withdrawals, partial
surrenders, or the assignment or pledge of any portion of the value of the
policy) will be includible in gross income to the extent that the cash surrender
value of the policy exceeds the policyowner's investment in the contract. Any
additional amounts will be treated as a return of capital to the extent of the
Policyowner's basis in the Policy. With certain exceptions, an additional 10%
tax will be imposed on the portion of any distribution that is includible in
income. All modified endowment contracts issued by the same insurance company to
the same policyowner during any 12-month period will be treated as a single
modified endowment contract in determining taxable distributions.

Currently, each Policy is reviewed when premiums are received to determine if it
satisfies the seven-pay test. If the Policy does not satisfy the seven-pay test,
the Company will notify the Policyowner of the option of requesting a refund of
the excess premium. 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.

MORE INFORMATION ABOUT THE GENERAL ACCOUNT

As discussed earlier, you may allocate Net Premiums and transfer Policy Value to
the General Account. Because of exemption and exclusionary provisions in the
securities law, any amount in the General Account is not generally subject to
regulation under the provisions of the 1933 Act or the 1940 Act. Accordingly,
the disclosures in this section have not been reviewed by the SEC. Disclosures
regarding the fixed portion of the Policy and the General Account may, however,
be subject to certain generally applicable provisions of the federal securities
laws concerning the accuracy and completeness of statements made in
prospectuses.

GENERAL DESCRIPTION

The General Account of the Company is made up of all of the general assets of
the Company other than those allocated to any Separate Account. Allocations to
the General Account become part of the assets of the Company, and are used to
support insurance and annuity obligations. Subject to applicable law, the
Company has sole discretion over the investment of assets of the General
Account.

A portion or all of Net Premiums may be allocated or transferred to accumulate
at a fixed rate of interest in the General Account. Such net amounts are
guaranteed by the Company as to principal and a minimum rate of interest. The
allocation or transfer of funds to the General Account does not entitle you to
share in the investment experience of the General Account.

GENERAL ACCOUNT VALUE

The Company bears the full investment risk for amounts allocated to the General
Account and guarantees that interest credited to each Policyowner's Policy Value
in the General Account will not be less than an annual rate of 4% ("Guaranteed
Minimum Rate").

57
<PAGE>
The Company may, AT ITS SOLE DISCRETION, credit a higher rate of interest
("excess interest"), although it is not obligated to credit interest in excess
of 4% per year, and might not do so. However, the excess interest rate, if any,
in effect on the date a premium is received at the Principal Office is
guaranteed on that premium for one year, unless the Policy Value associated with
the premium becomes security for a Policy loan.

AFTER SUCH INITIAL ONE-YEAR GUARANTEE OF INTEREST ON NET PREMIUM, ANY INTEREST
CREDITED ON THE POLICY VALUE IN THE GENERAL ACCOUNT IN EXCESS OF THE GUARANTEED
MINIMUM RATE PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE COMPANY.
THE POLICYOWNER ASSUMES THE RISK THAT INTEREST CREDITED MAY NOT EXCEED THE
GUARANTEED MINIMUM RATE.

Even if excess interest is credited to accumulated value in the General Account,
no excess interest will be credited to that portion of the Policy Value which is
equal to Debt. However, such Policy Value will be credited interest at an
effective annual yield of at least 6%.

The Company guarantees that, on each Monthly Payment Date, the Policy Value in
the General Account will be the amount of the Net Premiums allocated or Policy
Value transferred to the General Account, plus interest at an annual rate of 4%
per year, plus any excess interest which the Company credits, less the sum of
all Policy charges allocable to the General Account and any amounts deducted
from the General Account in connection with loans, partial withdrawals,
surrenders or transfers.

THE POLICY

This Prospectus describes a flexible premium variable life insurance policy, and
is generally intended to serve as a disclosure document only for the aspects of
the Policy relating to the VEL Account. For complete details regarding the
General Account, see the Policy itself.

TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS

If a Policy is surrendered or if a partial withdrawal is made, a surrender
charge or partial withdrawal charge, as applicable, is imposed if such event
occurs before the Policy, or an increase in Face Amount, has been in force for
ten policy years. In the event of a decrease in Face Amount, the surrender
charge deducted is a fraction of the charge that would apply to a full surrender
of the Policy. Partial withdrawals are made on a last-in/first-out basis from
Policy Value allocated to the General Account.

The first 12 transfers in a Policy year are free of charge. Thereafter, a $10
transfer charge will be deducted for each transfer in that Policy year. The
transfer privilege is subject to the consent of the Company and to the Company's
then current rules.

Policy loans may also be made from the Policy Value in the General Account.

Transfers, surrenders, partial withdrawals, Death Proceeds and Policy loans
payable from the General Account may be delayed up to six months. If payment is
delayed for 30 days or more, however, the Company will pay interest at least
equal to an effective annual yield of 3.5% per year for the period of deferment.
Amounts from the General Account used to pay premiums on policies with the
Company will not be delayed.

FINANCIAL STATEMENTS

Financial Statements for the VEL Account and the Company are included in this
Prospectus beginning immediately after this section. The financial statements of
the Company which are included in this Prospectus should be considered only as
bearing on the ability of the Company to meet its obligations under the Policy.
They should not be considered as bearing on the investment performance of the
assets held in the VEL Account.

58
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY

FINANCIAL STATEMENTS
DECEMBER 31, 1997
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of shareholder's equity, and of cash flows
present fairly, in all material respects, the financial position of Allmerica
Financial Life Insurance and Annuity Company at December 31, 1997 and 1996, and
the results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
Boston, Massachusetts

February 3, 1998
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
REVENUES
Premiums.................................................. $ 22.8 $ 32.7
Universal life and investment product policy fees....... 212.2 176.2
Net investment income................................... 164.2 171.7
Net realized investment gains (losses).................. 2.9 (3.6)
Other income............................................ 1.4 0.9
------- -------
Total revenues...................................... 403.5 377.9
------- -------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss adjustment
expenses.............................................. 187.8 192.6
Policy acquisition expenses............................. 2.8 49.9
Loss from cession of disability income business......... 53.9 --
Other operating expenses................................ 101.3 86.6
------- -------
Total benefits, losses and expenses................. 345.8 329.1
------- -------
Income before federal income taxes.......................... 57.7 48.8
------- -------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current................................................. 13.9 26.9
Deferred................................................ 7.1 (9.8)
------- -------
Total federal income tax expense.................... 21.0 17.1
------- -------
Net income.................................................. $ 36.7 $ 31.7
------- -------
------- -------
</TABLE>

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

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ --------- --------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities at fair value (amortized cost of
$1,340.5 and $1,660.2)................................ $ 1,402.5 $1,698.0
Equity securities at fair value (cost of $34.4 and
$33.0)................................................ 54.0 41.5
Mortgage loans.......................................... 228.2 221.6
Real estate............................................. 12.0 26.1
Policy loans............................................ 140.1 131.7
Other long term investments............................. 20.3 7.9
--------- --------
Total investments................................... 1,857.1 2,126.8
--------- --------
Cash and cash equivalents................................. 31.1 18.8
Accrued investment income................................. 34.2 37.7
Deferred policy acquisition costs......................... 765.3 632.7
Reinsurance receivables on paid and unpaid losses,
benefits and unearned premiums.......................... 251.1 81.5
Other assets.............................................. 10.7 8.2
Separate account assets................................... 7,567.3 4,524.0
--------- --------
Total assets........................................ $10,516.8 $7,429.7
--------- --------
--------- --------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.................................. $ 2,097.3 $2,171.3
Outstanding claims, losses and loss adjustment
expenses.............................................. 18.5 16.1
Unearned premiums....................................... 1.8 2.7
Contractholder deposit funds and other policy
liabilities........................................... 32.5 32.8
--------- --------
Total policy liabilities and accruals............... 2,150.1 2,222.9
--------- --------
Expenses and taxes payable................................ 77.6 77.3
Reinsurance premiums payable.............................. 4.9 --
Deferred federal income taxes............................. 75.9 60.2
Separate account liabilities.............................. 7,567.3 4,523.6
--------- --------
Total liabilities................................... 9,875.8 6,884.0
--------- --------
Commitments and contingencies (Note 13)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares authorized,
2,521 and 2,518 shares issued and outstanding........... 2.5 2.5
Additional paid in capital................................ 386.9 346.3
Unrealized appreciation on investments, net............... 38.5 20.5
Retained earnings......................................... 213.1 176.4
--------- --------
Total shareholder's equity.......................... 641.0 545.7
--------- --------
Total liabilities and shareholder's equity.......... $10,516.8 $7,429.7
--------- --------
--------- --------
</TABLE>

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

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
COMMON STOCK
Balance at beginning of period.......................... $ 2.5 $ 2.5
Issued during year...................................... -- --
------- -------
Balance at end of period................................ 2.5 2.5
------- -------
ADDITIONAL PAID IN CAPITAL
Balance at beginning of period.......................... 346.3 324.3
Contribution from Parent................................ 40.6 22.0
------- -------
Balance at end of period................................ 386.9 346.3
------- -------
RETAINED EARNINGS
Balance at beginning of period.......................... 176.4 144.7
Net income.............................................. 36.7 31.7
------- -------
Balance at end of period................................ 213.1 176.4
------- -------
NET UNREALIZED APPRECIATION ON INVESTMENTS
Balance at beginning of period.......................... 20.5 23.8
Net appreciation (depreciation) on available for sale
securities............................................ 27.0 (5.1)
(Provision) benefit for deferred federal income taxes... (9.0) 1.8
------- -------
Balance at end of period................................ 38.5 20.5
------- -------
Total shareholder's equity.......................... $ 641.0 $ 545.7
------- -------
------- -------
</TABLE>

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

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

Allmerica Financial Life Insurance and Annuity Company ("AFLIAC" or the
"Company") is organized as a stock life insurance company, and is a wholly-owned
subsidiary of SMA Financial Corporation ("SMAFCO"), which is wholly owned by
First Allmerica Financial Life Insurance Company ("FAFLIC"). FAFLIC is a
wholly-owned subsidiary of Allmerica Financial Corporation ("AFC").

The consolidated financial statements of AFLIAC include the accounts of Somerset
Square, Inc., a wholly-owned non-insurance company and its results of operations
for the month of December, 1997. Somerset Square, Inc. was transferred from
SMAFCO effective November 30, 1997. (See Significant Transactions.)

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

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Certain reclassifications have been
made to the 1996 financial statements in order to conform to the 1997
presentation.

B. VALUATION OF INVESTMENTS

In accordance with the provisions of Statement of Financial Accounting Standards
No. 115 ("Statement No. 115"), "ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES", the Company is required to classify its investments into one
of three categories: held-to-maturity, available-for-sale or trading. The
Company determines the appropriate classification of debt securities at the time
of purchase and reevaluates such designation as of each balance sheet date.

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

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

Policy loans are carried principally at unpaid principal balances.

During 1997, the Company committed to a plan to dispose of all real estate
assets by the end of 1998. As a result of this decision real estate held by the
Company and real estate joint ventures were written down to the estimated fair
value less cost to sell. Depreciation is not recorded on these assets while they
are held for disposal.

Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are reported
as a component of revenues based upon specific identification of the investment
assets sold. When an other-than-temporary impairment of the value of a specific
investment

F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

or a group of investments is determined, a realized investment loss is recorded.
Changes in the valuation allowance for mortgage loans and real estate are
included in realized investment gains or losses.

C. FINANCIAL INSTRUMENTS

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

D. CASH AND CASH EQUIVALENTS

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

E. DEFERRED POLICY ACQUISITION COSTS

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

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

F. SEPARATE ACCOUNTS

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

G. POLICY LIABILITIES AND ACCRUALS

Future policy benefits are liabilities for life, health and annuity products.
Such liabilities are established in amounts adequate to meet the estimated
future obligations of policies in force. The liabilities associated with
traditional life insurance products are computed using the net level premium
method for individual life and annuity policies, and are based upon estimates as
to future investment yield, mortality and withdrawals that

F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

include provisions for adverse deviation. Future policy benefits for individual
life insurance and annuity policies are computed using interest rates ranging
from 2 1/2% to 6% for life insurance and 2% to 9 1/2% for annuities. Mortality,
morbidity and withdrawal assumptions for all policies are based on the Company's
own experience and industry standards. Liabilities for universal life include
deposits received from customers and investment earnings on their fund balances,
less administrative charges. Universal life fund balances are also assessed
mortality and surrender charges. Individual health benefit liabilities for
active lives are estimated using the net level premium method, and assumptions
as to future morbidity, withdrawals and interest which provide a margin for
adverse deviation. Benefit liabilities for disabled lives are estimated using
the present value of benefits method and experience assumptions as to claim
terminations, expenses and interest.

Liabilities for outstanding claims, losses and loss adjustment expenses are
estimates of payments to be made for reported claims and estimates of claims
incurred but not reported. These liabilities are determined using case basis
evaluations and statistical analyses and represent estimates of the ultimate
cost of all claims incurred but not paid. These estimates are continually
reviewed and adjusted as necessary; such adjustments are reflected in current
operations.

Premiums for individual accident and health insurance are reported as earned on
a pro-rata basis over the contract period.

The unexpired portion of these premiums is recorded as unearned premiums.

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

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

H. PREMIUM AND FEE REVENUE AND RELATED EXPENSES

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

I. FEDERAL INCOME TAXES

AFC, its life insurance subsidiaries, FAFLIC and AFLIAC, and its non-life
insurance domestic subsidiaries file a life-nonlife consolidated United States
Federal income tax return. Entities included within the consolidated group are
segregated into either a life insurance or non-life insurance company subgroup.
The

F-7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

consolidation of these subgroups is subject to certain statutory restrictions on
the percentage of eligible non-life insurance company taxable operating losses
that can be applied to offset life insurance company taxable income. Allmerica
P&C and its subsidiaries will be included in the AFC consolidated return as part
of the non-life insurance company subgroup for the period July 17, 1997 through
December 31, 1997. For the period January 1, 1997 through July 16, 1997,
Allmerica P&C and its subsidiaries will file a separate consolidated United
States Federal income tax return.

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

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

J. NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued Statement No. 131, DISCLOSURES ABOUT SEGMENTS OF
AN ENTERPRISE AND RELATED INFORMATION. This statement establishes standards for
the way that public enterprises report information about operating segments in
annual financial statements and requires that selected information about those
operating segments be reported in interim financial statements. This statement
supersedes Statement No. 14, FINANCIAL REPORTING FOR SEGMENTS OF A BUSINESS
ENTERPRISE. Statement No. 131 requires that all public enterprises report
financial and descriptive information about their reportable operating segments.
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. This statement is effective for fiscal years beginning
after December 15, 1997. The Company anticipates no impact from the adoption of
Statement No. 131.

In June 1997, the FASB also issued Statement No. 130, REPORTING COMPREHENSIVE
INCOME, which established standards for the reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. All items that are required to be recognized under
accounting standards as components of comprehensive income are to be reported in
a financial statement that is displayed with the same prominence as other
financial statements. This statement stipulates that comprehensive income
reflect the change in equity of an enterprise during a period from transactions
and other events and circumstances from non-owner sources. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
anticipates that the adoption of Statement No. 130 will result primarily in
reporting the changes in unrealized gains and losses on investments in debt and
equity securities in comprehensive income.

2. SIGNIFICANT TRANSACTIONS

On April 14, 1997, the Company entered into an agreement in principle to
transfer the Company's individual disability income under a 100% coinsurance
agreement to Metropolitan Life Insurance Company. The coinsurance agreement
became effective October 1, 1997. The transaction has resulted in the
recognition of a $53.9 million pre-tax loss in the first quarter of 1997.

F-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

During the 4th quarter of 1997, SMAFCO contributed $40.6 million of additional
paid in capital to the Company. The nature of the contribution was $19.2 million
in cash and $21.4 million in other assets including Somerset Square, Inc.

Effective January 1, 1998, the Company entered into an agreement with
Reinsurance Group of America, Inc. to reinsure the mortality risk on the
universal life and variable universal life blocks of business. Management
believes that this agreement will not have a material effect on the results of
operations or financial position of the Company.

3. INVESTMENTS

A. SUMMARY OF INVESTMENTS

The Company accounts for its investments, all of which are classified as
available-for-sale, in accordance with the provisions of SFAS No. 115.

The amortized cost and fair value of available-for-sale fixed maturities and
equity securities were as follows:

<TABLE>
<CAPTION>
1997
----------------------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ---------------------------------------- ------------ ------------- ------------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S.
government and agency securities....... $ 6.3 $ .5 $ -- $ 6.8
States and political subdivisions....... 2.8 .2 -- 3.0
Foreign governments..................... 50.1 2.0 -- 52.1
Corporate fixed maturities.............. 1,147.5 58.7 3.3 1,202.9
Mortgage-backed securities.............. 133.8 5.2 1.3 137.7
------------ ----- ----- -----------
Total fixed maturities
available-for-sale..................... $ 1,340.5 $ 66.6 $ 4.6 $ 1,402.5
------------ ----- ----- -----------
Equity securities....................... $ 34.4 $ 19.9 $ 0.3 $ 54.0
------------ ----- ----- -----------
------------ ----- ----- -----------

1996
----------------------------------------------------------
U.S. Treasury securities and U.S.
government and agency securities....... $ 15.7 $ 0.5 $ 0.2 $ 16.0
States and political subdivisions....... 8.9 1.6 -- 10.5
Foreign governments..................... 53.2 2.9 -- 56.1
Corporate fixed maturities.............. 1,437.2 38.6 6.1 1,469.7
Mortgage-backed securities.............. 145.2 2.2 1.7 145.7
------------ ----- ----- -----------
Total fixed maturities
available-for-sale..................... $ 1,660.2 $ 45.8 $ 8.0 $ 1,698.0
------------ ----- ----- -----------
Equity securities....................... $ 33.0 $ 10.2 $ 1.7 $ 41.5
------------ ----- ----- -----------
------------ ----- ----- -----------
</TABLE>

(1) Amortized cost for fixed maturities and cost for equity securities.

In connection with AFLIAC's voluntary withdrawal of its license in New York,
AFLIAC agreed with the New York Department of Insurance to maintain, through a
custodial account in New York, a security deposit, the market value of which
will at all times equal 102% of all outstanding liabilities of AFLIAC for New
York policyholders, claimants and creditors. At December 31, 1997, the amortized
cost and market value of these assets on deposit were $276.8 million and $291.7
million, respectively. At December 31, 1996, the amortized cost and market value
of these assets on deposit were $284.9 million and $292.2 million, respectively.
In

F-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

addition, fixed maturities, excluding those securities on deposit in New York,
with an amortized cost of $4.2 million were on deposit with various state and
governmental authorities at December 31, 1997 and 1996.

There were no contractual fixed maturity investment commitments at December 31,
1997 and 1996, respectively.

The amortized cost and fair value by maturity periods for fixed maturities are
shown below. Actual maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties, or the Company may have the right to put or sell the
obligations back to the issuers. Mortgage backed securities are included in the
category representing their ultimate maturity.

<TABLE>
<CAPTION>
1997
----------------------
DECEMBER 31, AMORTIZED FAIR
(IN MILLIONS) COST VALUE
- ------------------------------------------------------------ ---------- ---------
<S> <C> <C>
Due in one year or less..................................... $ 63.0 $ 63.5
Due after one year through five years....................... 328.8 343.9
Due after five years through ten years...................... 649.5 679.9
Due after ten years......................................... 299.2 315.2
---------- ---------
Total....................................................... $ 1,340.5 $ 1,402.5
---------- ---------
---------- ---------
</TABLE>

The proceeds from voluntary sales of available-for-sale securities and the gross
realized gains and gross realized losses on those sales were as follows:

<TABLE>
<CAPTION>
PROCEEDS
FROM
FOR THE YEARS ENDED DECEMBER 31, VOLUNTARY GROSS GROSS
(IN MILLIONS) SALES GAINS LOSSES
- ------------------------------------------------------------ ------------ ------ ---------
<S> <C> <C> <C>
1997
Fixed maturities............................................ $ 702.9 $ 11.4 $ 5.0
Equity securities........................................... $ 1.3 $ 0.5 $ --

1996
Fixed maturities............................................ $ 496.6 $ 4.3 $ 8.3
Equity securities........................................... $ 1.5 $ 0.4 $ 0.1
</TABLE>

Unrealized gains and losses on available-for-sale and other securities, are
summarized as follows:

<TABLE>
<CAPTION>
EQUITY
SECURITIES
FOR THE YEAR ENDED DECEMBER 31, FIXED AND OTHER
(IN MILLIONS) MATURITIES (1) TOTAL
- ------------------------------------------------------------ ------------ ----------- ---------
<S> <C> <C> <C>
1997
Net appreciation, beginning of year......................... $ 12.7 $ 7.8 $ 20.5
Net appreciation on available-for-sale securities........... 24.3 12.5 36.8
Net depreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ (9.8) -- (9.8)
Provision for deferred federal income taxes................. (5.1) (3.9) (9.0)
----- ----- ---------
9.4 8.6 18.0
----- ----- ---------
Net appreciation, end of year............................... $ 22.1 $ 16.4 $ 38.5
----- ----- ---------
----- ----- ---------
</TABLE>

(1) Includes net appreciation on other investments of $11.1 million in 1997, and
$2.2 million in 1996.

F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
EQUITY
SECURITIES
FOR THE YEAR ENDED DECEMBER 31, 1996 FIXED AND OTHER
(IN MILLIONS) MATURITIES (1) TOTAL
- ------------------------------------------------------------ ------------ --------- ---------
<S> <C> <C> <C>
Net appreciation, beginning of year......................... $ 20.4 $ 3.4 $ 23.8
Net (depreciation) appreciation on available-for-sale
securities................................................. (20.8) 6.7 (14.1)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ 9.0 -- 9.0
Benefit (provision) for deferred federal income taxes....... 4.1 (2.3) 1.8
------ --------- ---------
(7.7) 4.4 (3.3)
------ --------- ---------
Net appreciation, end of year............................... $ 12.7 $ 7.8 $ 20.5
------ --------- ---------
------ --------- ---------
</TABLE>

(1) Includes net appreciation on other investments of $11.1 million in 1997, and
$2.2 million in 1996.

B. MORTGAGE LOANS AND REAL ESTATE

AFLIAC's mortgage loans and real estate are diversified by property type and
location. Real estate investments have been obtained primarily through
foreclosure. Mortgage loans are collateralized by the related properties and
generally are no more than 75% of the property's value at the time the original
loan is made.

The carrying values of mortgage loans and real estate investments net of
applicable reserves were as follows:

<TABLE>
<CAPTION>
DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Mortgage loans.............................................. $ 228.2 $ 221.6
Real estate:
Held for sale............................................. 12.0 26.1
Held for production of income............................. -- --
------- -------
Total real estate....................................... $ 12.0 $ 26.1
------- -------
Total mortgage loans and real estate........................ $ 240.2 $ 247.7
------- -------
------- -------
</TABLE>

Reserves for mortgage loans were $9.4 million and $9.5 million at December 31,
1997 and 1996, respectively.

During 1997, the Company committed to a plan to dispose of all real estate
assets by the end of 1998. As a result, real estate assets with a carrying
amount of $15.7 million were written down to the estimated fair value less cost
to sell of $12.0 million, and a net realized investment loss of $3.7 million was
recognized. Depreciation is not recorded on these assets while they are held for
disposal.

There were no non-cash investing activities, including real estate acquired
through foreclosure of mortgage loans, in 1997. During 1996, non-cash investing
activities included real estate acquired through foreclosure of mortgage loans,
which had a fair value of $0.9 million.

At December 31, 1997, contractual commitments to extend credit under commercial
mortgage loan agreements amounted to approximately $18.7 million. These
commitments generally expire within one year.

F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Mortgage loans and real estate investments comprised the following property
types and geographic regions:

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Property type:
Office building........................................... $ 101.7 $ 86.1
Residential............................................... 19.3 39.0
Retail.................................................... 42.2 55.9
Industrial/warehouse...................................... 61.9 52.6
Other..................................................... 24.5 25.3
Valuation allowances...................................... (9.4) (11.2)
------- -------
Total....................................................... $ 240.2 $ 247.7
------- -------
------- -------
Geographic region:
South Atlantic............................................ $ 68.7 $ 72.9
Pacific................................................... 56.6 37.0
East North Central........................................ 61.4 58.3
Middle Atlantic........................................... 29.8 35.0
West South Central........................................ 6.9 5.7
New England............................................... 12.4 21.9
Other..................................................... 13.8 28.1
Valuation allowances...................................... (9.4) (11.2)
------- -------
Total....................................................... $ 240.2 $ 247.7
------- -------
------- -------
</TABLE>

At December 31, 1997, scheduled mortgage loan maturities were as follows: 1998
- -- $52.0 million; 1999 -- $17.1 million; 2000 -- $46.3 million; 2001 -- $7.0
million; 2002 -- $11.7 million; and $94.1 million thereafter. Actual maturities
could differ from contractual maturities because borrowers may have the right to
prepay obligations with or without prepayment penalties and loans may be
refinanced. During 1997, the Company did not refinance any mortgage loans based
on terms which differed from those granted to new borrowers.

C. INVESTMENT VALUATION ALLOWANCES

Investment valuation allowances which have been deducted in arriving at
investment carrying values as presented in the balance sheet and changes thereto
are shown below.

<TABLE>
<CAPTION>
BALANCE
BALANCE AT
FOR THE YEAR ENDED DECEMBER 31, AT DECEMBER
(IN MILLIONS) JANUARY 1 ADDITIONS DEDUCTIONS 31
- ------------------------------------------------------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
1997
Mortgage loans.............................................. $ 9.5 $ 1.1 $ 1.2 $ 9.4
Real estate................................................. 1.7 3.7 5.4 --
--------- --- --- ---------
Total................................................... $ 11.2 $ 4.8 $ 6.6 $ 9.4
--------- --- --- ---------
--------- --- --- ---------

1996
Mortgage loans.............................................. $ 12.5 $ 4.5 $ 7.5 $ 9.5
Real estate................................................. 2.1 -- 0.4 1.7
--------- --- --- ---------
Total................................................... $ 14.6 $ 4.5 $ 7.9 $ 11.2
--------- --- --- ---------
--------- --- --- ---------
</TABLE>

F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Deductions of $5.4 million to the investment valuation allowance related to real
estate in 1997 primarily reflect writedowns to the estimated fair value less
cost to sell pursuant to the aforementioned 1997 plan of disposal.

The carrying value of impaired loans was $20.6 million and $21.5 million, with
related reserves of $7.1 million and $7.3 million as of December 31, 1997 and
1996, respectively. All impaired loans were reserved as of December 31, 1997 and
1996.

The average carrying value of impaired loans was $19.8 million and $26.3
million, with related interest income while such loans were impaired of $2.2
million and $3.4 million as of December 31, 1997 and 1996, respectively.

D. OTHER

At December 31, 1997, AFLIAC had no concentration of investments in a single
investee exceeding 10% of shareholder's equity.

4. INVESTMENT INCOME AND GAINS AND LOSSES

A. NET INVESTMENT INCOME

The components of net investment income were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Fixed maturities............................................ $ 130.0 $ 137.2
Mortgage loans.............................................. 20.4 22.0
Equity securities........................................... 1.3 0.7
Policy loans................................................ 10.8 10.2
Real estate................................................. 3.9 6.2
Other long-term investments................................. 1.0 0.8
Short-term investments...................................... 1.4 1.4
------- -------
Gross investment income..................................... 168.8 178.5
Less investment expenses.................................... (4.6) (6.8)
------- -------
Net investment income....................................... $ 164.2 $ 171.7
------- -------
------- -------
</TABLE>

At December 31, 1997, mortgage loans on non-accrual status were $2.8 million,
which were all restructured loans. There were no fixed maturities on non-accrual
status at December 31, 1997. The effect of non-accruals, compared with amounts
that would have been recognized in accordance with the original terms of the
investment, had no impact in 1997, and reduced net income by $0.1 million in
1996.

The payment terms of mortgage loans may from time to time be restructured or
modified. The investment in restructured mortgage loans, based on amortized
cost, amounted to $21.1 million and $25.4 million at December 31, 1997 and 1996,
respectively. Interest income on restructured mortgage loans that would have
been recorded in accordance with the original terms of such loans amounted to
$1.9 million and $3.6 million in 1997 and 1996, respectively. Actual interest
income on these loans included in net investment income aggregated $2.1 million
and $2.2 million in 1997 and 1996, respectively.

There were no fixed maturities or mortgage loans which were non-income producing
for the twelve months ended December 31, 1997.

F-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

B. REALIZED INVESTMENT GAINS AND LOSSES

Realized gains (losses) on investments were as follows:

5. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", requires
disclosure of fair value information about certain financial instruments
(insurance contracts, real estate, goodwill and taxes are excluded) for which it
is practicable to estimate such values, whether or not these instruments are
included in the balance sheet. The fair values presented for certain financial
instruments are estimates which, in many cases, may differ significantly from
the amounts which could be realized upon immediate liquidation. In cases where
market prices are not available, estimates of fair value are based on discounted
cash flow analyses which utilize current interest rates for similar financial
instruments which have comparable terms and credit quality.

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:

CASH AND CASH EQUIVALENTS

For these short-term investments, the carrying amount approximates fair value.

FIXED MATURITIES

Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models using discounted cash flow
analyses.

EQUITY SECURITIES

MORTGAGE LOANS

Fair values are estimated by discounting the future contractual cash flows using
the current rates at which similar loans would be made to borrowers with similar
credit ratings. The fair value of below investment grade mortgage loans are
limited to the lesser of the present value of the cash flows or book value.

F-14
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

REINSURANCE RECEIVABLES

The carrying amount of the reinsurance receivable for outstanding claims, losses
and loss adjustment expenses reported in the balance sheet approximates fair
value.

POLICY LOANS

The carrying amount reported in the balance sheet approximates fair value since
policy loans have no defined maturity dates and are inseparable from the
insurance contracts.

INVESTMENT CONTRACTS (WITHOUT MORTALITY FEATURES)

Fair values for the Company's liabilities under investment type contracts are
estimated based on current surrender values.

The estimated fair values of the financial instruments were as follows:

<TABLE>
<CAPTION>
1997 1996
--------------------- ---------------------
DECEMBER 31, CARRYING FAIR CARRYING FAIR
(IN MILLIONS) VALUE VALUE VALUE VALUE
- ------------------------------------------------------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and cash equivalents................................. $ 31.1 $ 31.1 $ 18.8 $ 18.8
Fixed maturities.......................................... 1,402.5 1,402.5 1,698.0 1,698.0
Equity securities......................................... 54.0 54.0 41.5 41.5
Mortgage loans............................................ 228.2 239.8 221.6 229.3
Policy loans.............................................. 140.1 140.1 131.7 131.7
Reinsurance receivables................................... 251.1 251.1 72.5 72.5
--------- --------- --------- ---------
$ 2,107.0 $ 2,118.6 $ 2,184.1 $ 2,191.8
--------- --------- --------- ---------
--------- --------- --------- ---------
FINANCIAL LIABILITIES
Individual annuity contracts.............................. 876.0 850.6 910.2 885.9
Supplemental contracts without life contingencies......... 15.3 15.3 15.9 15.9
Other individual contract deposit funds................... 0.3 0.3 0.3 0.3
--------- --------- --------- ---------
$ 891.6 $ 866.2 $ 926.4 $ 902.1
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

6. DEBT

In 1997 the Company incurred no debt. During 1996, the Company utilized
repurchase agreements to finance certain investments.

Interest expense was $3.4 million in 1996, relating to the repurchase
agreements, and is recorded in other operating expenses.

F-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. FEDERAL INCOME TAXES

Provisions for federal income taxes have been calculated in accordance with the
provisions of SFAS No. 109. A summary of the federal income tax expense
(benefit) in the statement of income is shown below:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Federal income tax expense (benefit)
Current................................................... $ 13.9 $ 26.9
Deferred.................................................. 7.1 (9.8)
------- -------
Total....................................................... $ 21.0 $ 17.1
------- -------
------- -------
</TABLE>

The provision for federal income taxes does not materially differ from the
amount of federal income tax determined by applying the appropriate U.S.
statutory income tax rate to income before federal income taxes. The deferred
tax (assets) liabilities are comprised of the following at December 31, 1997:

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Deferred tax (assets) liabilitie
Loss reserves............................................. $(175.8) $(137.0)
Deferred acquisition costs................................ 226.4 186.9
Investments, net.......................................... 27.0 14.2
Bad debt reserve.......................................... (2.0) (1.1)
Other, net................................................ 0.3 (2.8)
------- -------
Deferred tax liability, net............................... $ 75.9 $ 60.2
------- -------
------- -------
</TABLE>

Gross deferred income tax liabilities totaled $253.7 million and $201.1 million
at December 31, 1997 and 1996. Gross deferred income tax assets totaled $177.8
million and $140.9 at December 31, 1997 and 1996.

Management believes, based on the Company's recent earnings history and its
future expectations, that the Company's taxable income in future years will be
sufficient to realize all deferred tax assets. In determining the adequacy of
future income, management considered the future reversal of its existing
temporary differences and available tax planning strategies that could be
implemented, if necessary.

The Company's federal income tax returns are routinely audited by the IRS, and
provisions are routinely made in the financial statements in anticipation of the
results of these audits. The IRS has examined the life-nonlife consolidated
group's federal income tax returns through 1991. The Company is currently
considering its response to certain adjustments proposed by the IRS with respect
to the life-nonlife consolidated group's federal income tax returns for 1989,
1990, and 1991. In management's opinion, adequate tax liabilities have been
established for all years. However, the amount of these tax liabilities could be
revised in the near term if estimates of the Company's ultimate liability are
revised.

8. RELATED PARTY TRANSACTIONS

The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $124.1 million and $112.4 million in 1997 and 1996. The
net amounts payable to

F-16
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FAFLIC and affiliates for accrued expenses and various other liabilities and
receivables were $15.0 million and $13.3 million at December 31, 1997 and 1996.

9. DIVIDEND RESTRICTIONS

Delaware has enacted laws governing the payment of dividends to stockholders by
insurers. These laws affect the dividend paying ability of the Company.

Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of Insurance, is limited to the
greater of (i) 10% of its policyholders' surplus as of the preceding December 31
or (ii) the individual company's statutory net gain from operations for the
preceding calendar year (if such insurer is a life company) or its net income
(not including realized capital gains) for the preceding calendar year (if such
insurer is not a life company). Any dividends to be paid by an insurer, whether
or not in excess of the aforementioned threshold, from a source other than
statutory earned surplus would also require the prior approval of the Delaware
Commissioner of Insurance.

At January 1, 1998, AFLIAC could pay dividends of $33.9 million to FAFLIC
without prior approval.

10. REINSURANCE

In the normal course of business, the Company seeks to reduce the loss that may
arise from events that cause unfavorable underwriting results by reinsuring
certain levels of risk in various areas of exposure with other insurance
enterprises or reinsurers. Reinsurance transactions are accounted for in
accordance with the provisions of SFAS No. 113.

Amounts recoverable from reinsurers are estimated in a manner consistent with
the claim liability associated with the reinsured policy. Reinsurance contracts
do not relieve the Company from its obligations to policyholders. Failure of
reinsurers to honor their obligations could result in losses to the Company;
consequently, allowances are established for amounts deemed uncollectible. The
Company determines the appropriate amount of reinsurance based on evaluation of
the risks accepted and analyses prepared by consultants and reinsurers and on
market conditions (including the availability and pricing of reinsurance). The
Company also believes that the terms of its reinsurance contracts are consistent
with industry practice in that they contain standard terms with respect to lines
of business covered, limit and retention, arbitration and occurrence. Based on
its review of its reinsurers' financial statements and reputations in the
reinsurance marketplace, the Company believes that its reinsurers are
financially sound.

F-17
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The effects of reinsurance were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Insurance premiums:
Direct.................................................... $ 48.8 $ 53.3
Assumed................................................... 2.6 3.1
Ceded..................................................... (28.6) (23.7)
------- -------
Net premiums................................................ $ 22.8 $ 32.7
------- -------
------- -------
Insurance and other individual policy benefits, claims,
losses and loss adjustment expenses:
Direct.................................................... $ 226.0 $ 206.4
Assumed................................................... 4.2 4.5
Ceded..................................................... (42.4) (18.3)
------- -------
Net policy benefits, claims, losses and loss adjustment
expenses................................................... $ 187.8 $ 192.6
------- -------
------- -------
</TABLE>

11. DEFERRED POLICY ACQUISITION EXPENSES

The following reflects the changes to the deferred policy acquisition asset:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Balance at beginning of year................................ $ 632.7 $ 555.7
Acquisition expenses deferred............................. 184.1 116.6
Amortized to expense during the year...................... (53.0) (49.9)
Adjustment to equity during the year...................... (10.2) 10.3
Adjustment for cession of disability income insurance..... (38.6) --
Adjustment for revision of universal life and variable
universal life insurance mortality assumptions.......... 50.3 --
------- -------
Balance at end of year...................................... $ 765.3 $ 632.7
------- -------
------- -------
</TABLE>

On October 1, 1997, the Company revised the mortality assumptions for universal
life and variable universal life product lines. These revisions resulted in a
$50.3 million recapitalization of deferred policy acquisition costs.

12. LIABILITIES FOR INDIVIDUAL ACCIDENT AND HEALTH BENEFITS

The Company regularly updates its estimates of liabilities for future policy
benefits and outstanding claims, losses and loss adjustment expenses as new
information becomes available and further events occur which may impact the
resolution of unsettled claims. Changes in prior estimates are reflected in
results of operations in the year such changes are determined to be needed and
recorded.

The liability for future policy benefits and outstanding claims, losses and loss
adjustment expenses related to the Company's accident and health business was
$219.9 million and $226.2 million at December 31, 1997 and 1996. Accident and
health claim liabilities have been re-estimated for all prior years and were
increased by $-0- million in 1997 and $3.2 million in 1996. Due to the
reinsurance agreement whereby the Company has ceded substantially all of its
accident and health business to the Metropolitan, management believes that no
material adverse development of losses will occur. However, the amount of the
liabilities could be revised in the near term if the estimates are revised.

F-18
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

13. CONTINGENCIES

REGULATORY AND INDUSTRY DEVELOPMENTS

Unfavorable economic conditions may contribute to an increase in the number of
insurance companies that are under regulatory supervision. This may result in an
increase in mandatory assessments by state guaranty funds, or voluntary payments
by solvent insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company is not able to reasonably estimate the potential
effect on it of any such future assessments or voluntary payments.

LITIGATION

In July 1997, a lawsuit was instituted in Louisiana against Allmerica Financial
Corp. and certain of its subsidiaries by individual plaintiffs alleging fraud,
unfair or deceptive acts, breach of contract, misrepresentation and related
claims in the sale of life insurance policies. In October 1997, plaintiffs
voluntarily dismissed the Louisiana suit and refiled the action in Federal
District Court in Worcester, Massachusetts. The plaintiffs seek to be certified
as a class. The case is in the early stages of discovery and the Company is
evaluating the claims. Although the Company believes it has meritorious defenses
to plaintiffs' claims, there can be no assurance that the claims will be
resolved on a basis which is satisfactory to the Company.

The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the opinion of management, based on the advice
of legal counsel, the ultimate resolution of these proceedings will not have a
material effect on the Company's financial statements. However, liabilities
related to these proceedings could be established in the near term if estimates
of the ultimate resolution of these proceedings are revised.

YEAR 2000

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities. Although the Company does not
believe that there is a material contingency associated with the Year 2000
project, there can be no assurance that exposure for material contingencies will
not arise.

14. STATUTORY FINANCIAL INFORMATION

The Company is required to file annual statements with state regulatory
authorities prepared on an accounting basis prescribed or permitted by such
authorities (statutory basis). Statutory surplus differs from shareholder's
equity reported in accordance with generally accepted accounting principles for
stock life insurance companies primarily because policy acquisition costs are
expensed when incurred, investment reserves are based on different assumptions,
life insurance reserves are based on different assumptions and income tax
expense reflects only taxes paid or currently payable. Statutory net income and
surplus are as follows:

<TABLE>
<CAPTION>
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Statutory net income........................................ $ 31.5 $ 5.4
Statutory Surplus........................................... $ 307.1 $ 234.0
------- -------
------- -------
</TABLE>

F-19
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and Policyholders of the VEL Account of Allmerica Financial Life
Insurance and Annuity Company

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the Sub-Accounts
(Growth, Investment Grade Income, Money Market, Equity Index, Government Bond,
Select Aggressive Growth, Select Growth, Select Growth and Income, Select Value
Opportunity, Select International Equity, Select Capital Appreciation, Fidelity
VIP Money Market, Fidelity VIP High Income, Fidelity VIP Equity-Income, Fidelity
VIP Growth, Fidelity VIP Overseas, Fidelity VIP II Asset Manager, T. Rowe Price
International Stock, and DGPF International Equity) constituting the VEL Account
of Allmerica Financial Life Insurance and Annuity Company at December 31, 1997,
the results of each of their operations and the changes in each of their net
assets for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Allmerica Financial Life Insurance and Annuity Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of investments at
December 31, 1997 by correspondence with the Funds, provide a reasonable basis
for the opinion expressed above.

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
Boston, Massachusetts

March 25, 1998
<PAGE>
VEL ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
INVESTMENT GOVERNMENT
GROWTH GRADE INCOME MONEY MARKET EQUITY INDEX BOND
----------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $50,649,579 $9,269,208 $7,320,412 $ 20,572,757 $1,992,410
Investments in shares of Fidelity Variable
Insurance Products Funds (VIP)............ -- -- -- -- --
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- --
Investment in shares of Delaware Group
Premium Fund, Inc......................... -- -- -- -- --
Receivable from Allmerica Financial Life
Insurance and Annuity Company (Sponsor)... -- -- 26 -- --
----------- ------------ ------------ ------------- ------------
Total assets.............................. 50,649,579 9,269,208 7,320,438 20,572,757 1,992,410

LIABILITIES: -- -- -- -- --
----------- ------------ ------------ ------------- ------------
Net assets................................ $50,649,579 $9,269,208 $7,320,438 $ 20,572,757 $1,992,410
----------- ------------ ------------ ------------- ------------
----------- ------------ ------------ ------------- ------------

Net asset distribution by category:
VEL '87 and VEL '91 Series variable life
policies................................ $49,347,949 $8,950,536 $6,917,641 $ 19,452,101 $1,869,696
VEL Plus Series variable life policies.... 1,301,630 318,672 402,797 1,120,656 122,714
----------- ------------ ------------ ------------- ------------
$50,649,579 $9,269,208 $7,320,438 $ 20,572,757 $1,992,410
----------- ------------ ------------ ------------- ------------
----------- ------------ ------------ ------------- ------------

Units outstanding and net asset value per
unit:
VEL '87 and VEL '91 Series:
Units outstanding, December 31, 1997.... 10,467,553 4,068,936 4,303,822 5,730,292 1,343,819
Net asset value per unit, December 31,
1997.................................. $ 4.714373 $ 2.199724 $ 1.607325 $ 3.394609 $ 1.391330
VEL Plus Series:
Units outstanding, December 31, 1997.... 274,617 144,089 249,253 328,358 87,724
Net asset value per unit, December 31,
1997.................................. $ 4.739816 $ 2.211628 $ 1.616015 $ 3.412904 $ 1.398864

<CAPTION>
SELECT SELECT SELECT

AGGRESSIVE SELECT GROWTH SELECT VALUE INTERNATIONAL

GROWTH GROWTH AND INCOME OPPORTUNITY** EQUITY

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

<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $23,558,282 $13,132,732 $11,166,631 $9,218,742 $9,303,861

Investments in shares of Fidelity Variable
Insurance Products Funds (VIP)............ -- -- -- -- --

Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- --

Investment in shares of Delaware Group
Premium Fund, Inc......................... -- -- -- -- --

Receivable from Allmerica Financial Life
Insurance and Annuity Company (Sponsor)... -- -- -- -- --

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

Total assets.............................. 23,558,282 13,132,732 11,166,631 9,218,742 9,303,861

LIABILITIES: -- -- -- -- --

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

Net assets................................ $23,558,282 $13,132,732 $11,166,631 $9,218,742 $9,303,861

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

Net asset distribution by category:
VEL '87 and VEL '91 Series variable life
policies................................ $21,453,643 $12,369,326 $10,819,516 $8,241,899 $8,439,173

VEL Plus Series variable life policies.... 2,104,639 763,406 347,115 976,843 864,688

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

$23,558,282 $13,132,732 $11,166,631 $9,218,742 $9,303,861

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

Units outstanding and net asset value per
unit:
VEL '87 and VEL '91 Series:
Units outstanding, December 31, 1997.... 9,031,162 6,028,345 5,292,099 4,178,127 5,919,838

Net asset value per unit, December 31,
1997.................................. $ 2.375513 $ 2.051861 $ 2.044466 $ 1.972630 $ 1.425575

VEL Plus Series:
Units outstanding, December 31, 1997.... 881,232 370,066 168,871 492,549 603,305

Net asset value per unit, December 31,
1997.................................. $ 2.388292 $ 2.062891 $ 2.055514 $ 1.983246 $ 1.433251

</TABLE>

** Name changed. See Note 1.

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

SA-1
<PAGE>
VEL ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
SELECT CAPITAL FIDELITY VIP FIDELITY VIP FIDELITY VIP FIDELITY VIP
APPRECIATION MONEY MARKET HIGH INCOME EQUITY-INCOME GROWTH
-------------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $4,917,638 $ -- $ -- $ -- $ --
Investments in shares of Fidelity Variable
Insurance Products Funds (VIP)............ -- 2,119,922 12,322,252 69,120,551 66,740,311
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- --
Investment in shares of Delaware Group
Premium Fund, Inc......................... -- -- -- -- --
Receivable from Allmerica Financial Life
Insurance
and Annuity Company (Sponsor)............. -- -- -- -- --
-------------- ------------ ------------ ------------- ------------
Total assets.............................. 4,917,638 2,119,922 12,322,252 69,120,551 66,740,311

LIABILITIES: -- -- -- -- --
-------------- ------------ ------------ ------------- ------------
Net assets................................ $4,917,638 $2,119,922 $ 12,322,252 $69,120,551 $ 66,740,311
-------------- ------------ ------------ ------------- ------------
-------------- ------------ ------------ ------------- ------------

Net asset distribution by category:
VEL '87 and VEL '91 Series variable life
policies................................ $4,358,373 $2,119,922 $ 11,670,426 $65,102,882 $ 63,966,551
VEL Plus Series variable life policies.... 559,265 -- 651,826 4,017,669 2,773,760
-------------- ------------ ------------ ------------- ------------
$4,917,638 $2,119,922 $ 12,322,252 $69,120,551 $ 66,740,311
-------------- ------------ ------------ ------------- ------------
-------------- ------------ ------------ ------------- ------------

Units outstanding and net asset value per
unit:
VEL '87 and VEL '91 Series:
Units outstanding, December 31, 1997.... 2,572,738 1,302,443 3,781,578 14,164,292 12,966,538
Net asset value per unit, December 31,
1997.................................. $ 1.694060 $ 1.627650 $ 3.086126 $ 4.596268 $ 4.933202
VEL Plus Series:
Units outstanding, December 31, 1997.... 328,362 -- 210,076 869,419 559,251
Net asset value per unit, December 31,
1997.................................. $ 1.703200 $ -- $ 3.102813 $ 4.621097 $ 4.959777

<CAPTION>
FIDELITY VIP FIDELITY VIP II T. ROWE PRICE DGPF INTERNATIONAL

OVERSEAS ASSET MANAGER INTERNATIONAL STOCK EQUITY

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

<S> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $ -- $ -- $ -- $ --

Investments in shares of Fidelity Variable
Insurance Products Funds (VIP)............ 17,967,615 1,736,609 -- --

Investment in shares of T. Rowe Price
International Series, Inc................. -- -- 3,346,147 --

Investment in shares of Delaware Group
Premium Fund, Inc......................... -- -- -- 5,869,679

Receivable from Allmerica Financial Life
Insurance
and Annuity Company (Sponsor)............. -- -- -- --

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

Total assets.............................. 17,967,615 1,736,609 3,346,147 5,869,679

LIABILITIES: -- -- -- --

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

Net assets................................ $ 17,967,615 $1,736,609 $3,346,147 $5,869,679

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

Net asset distribution by category:
VEL '87 and VEL '91 Series variable life
policies................................ $ 17,318,052 $1,414,225 $3,113,863 $5,433,630

VEL Plus Series variable life policies.... 649,563 322,384 232,284 436,049

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

$ 17,967,615 $1,736,609 $3,346,147 $5,869,679

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

Units outstanding and net asset value per
unit:
VEL '87 and VEL '91 Series:
Units outstanding, December 31, 1997.... 7,152,103 908,299 2,545,986 3,307,729

Net asset value per unit, December 31,
1997.................................. $ 2.421393 $ 1.557004 $ 1.223048 $ 1.642707

VEL Plus Series:
Units outstanding, December 31, 1997.... 266,819 205,942 188,903 264,020

Net asset value per unit, December 31,
1997.................................. $ 2.434472 $ 1.565415 $ 1.229647 $ 1.651579

</TABLE>

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

SA-2
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
GROWTH INVESTMENT GRADE INCOME
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- ----------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 683,187 $ 786,603 $ 716,306 $ 592,446 $ 634,850 $ 598,145

EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 423,602 345,030 276,867 82,739 87,871 80,882
----------- ----------- ----------- --------- ---------- -----------
Net investment income
(loss).................. 259,585 441,573 439,439 509,707 546,979 517,263
----------- ----------- ----------- --------- ---------- -----------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 8,215,255 3,716,918 2,681,990 -- -- --
Net realized gain (loss)
from sales of
investments............. 800,189 603,156 114,997 16,779 (181) (8,055)
----------- ----------- ----------- --------- ---------- -----------
Net realized gain
(loss)................ 9,015,444 4,320,074 2,796,987 16,779 (181) (8,055)
Net unrealized gain
(loss).................. 592,925 1,960,758 5,074,547 225,179 (291,424) 867,289
----------- ----------- ----------- --------- ---------- -----------

Net realized and
unrealized gain
(loss)................ 9,608,369 6,280,832 7,871,534 241,958 (291,605) 859,234
----------- ----------- ----------- --------- ---------- -----------
Net increase in net
assets from
operations............ $ 9,867,954 $ 6,722,405 $ 8,310,973 $ 751,665 $ 255,374 $ 1,376,497
----------- ----------- ----------- --------- ---------- -----------
----------- ----------- ----------- --------- ---------- -----------

<CAPTION>
MONEY MARKET EQUITY INDEX
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
--------- --------- --------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 417,826 $ 355,812 $ 340,880 $ 228,820 $ 315,571 $ 161,071
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 69,497 61,058 54,030 156,372 167,515 168,665
--------- --------- --------- ----------- ------------ -----------
Net investment income
(loss).................. 348,329 294,754 286,850 72,448 148,056 (7,594)
--------- --------- --------- ----------- ------------ -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- -- -- 556,659 204,788 1,455,547
Net realized gain (loss)
from sales of
investments............. -- -- -- 1,026,548 4,187,907 98,943
--------- --------- --------- ----------- ------------ -----------
Net realized gain
(loss)................ -- -- -- 1,583,207 4,392,695 1,554,490
Net unrealized gain
(loss).................. -- -- -- 2,946,018 (1,586,677) 3,975,325
--------- --------- --------- ----------- ------------ -----------
Net realized and
unrealized gain
(loss)................ -- -- -- 4,529,225 2,806,018 5,529,815
--------- --------- --------- ----------- ------------ -----------
Net increase in net
assets from
operations............ $ 348,329 $ 294,754 $ 286,850 $ 4,601,673 $ 2,954,074 $ 5,522,221
--------- --------- --------- ----------- ------------ -----------
--------- --------- --------- ----------- ------------ -----------
</TABLE>

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

SA-3
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
GOVERNMENT BOND SELECT AGGRESSIVE GROWTH
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
--------- --------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 112,464 $ 112,649 $ 122,508 $ -- $ -- $ --

EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 17,177 17,338 18,980 187,689 149,550 107,755
--------- --------- --------- ----------- ----------- -----------
Net investment income
(loss).................. 95,287 95,311 103,528 (187,689) (149,550) (107,755)
--------- --------- --------- ----------- ----------- -----------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- -- -- 1,862,473 1,307,228 --
Net realized gain (loss)
from sales of
investments............. (6,237) (10,826) (27,790) 661,702 1,036,112 110,726
--------- --------- --------- ----------- ----------- -----------
Net realized gain
(loss)................ (6,237) (10,826) (27,790) 2,524,175 2,343,340 110,726
Net unrealized gain
(loss).................. 25,622 (37,905) 162,592 1,162,100 385,516 3,205,669
--------- --------- --------- ----------- ----------- -----------

Net realized and
unrealized gain
(loss)................ 19,385 (48,731) 134,802 3,686,275 2,728,856 3,316,395
--------- --------- --------- ----------- ----------- -----------
Net increase in net
assets from
operations............ $ 114,672 $ 46,580 $ 238,330 $ 3,498,586 $ 2,579,306 $ 3,208,640
--------- --------- --------- ----------- ----------- -----------
--------- --------- --------- ----------- ----------- -----------

<CAPTION>
SELECT GROWTH SELECT GROWTH AND INCOME
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 37,821 $ 23,659 $ 909 $ 130,921 $ 105,544 $ 89,511
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 96,204 63,265 50,997 90,003 66,237 48,963
----------- ----------- ----------- ----------- ----------- -----------
Net investment income
(loss).................. (58,383) (39,606) (50,088) 40,918 39,307 40,548
----------- ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 677,736 1,131,336 -- 964,158 607,726 242,671
Net realized gain (loss)
from sales of
investments............. 227,315 444,292 67,387 251,158 195,278 68,712
----------- ----------- ----------- ----------- ----------- -----------
Net realized gain
(loss)................ 905,051 1,575,628 67,387 1,215,316 803,004 311,383
Net unrealized gain
(loss).................. 2,154,291 (203,667) 1,114,016 660,971 506,567 1,034,046
----------- ----------- ----------- ----------- ----------- -----------
Net realized and
unrealized gain
(loss)................ 3,059,342 1,371,961 1,181,403 1,876,287 1,309,571 1,345,429
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net
assets from
operations............ $ 3,000,959 $ 1,332,355 $ 1,131,315 $ 1,917,205 $ 1,348,878 $ 1,385,977
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>

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

SA-4
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
SELECT VALUE OPPORTUNITY** SELECT INTERNATIONAL EQUITY
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
----------------------------------- -------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 50,552 $ 37,163 $ 26,084 $ 211,007 $ 111,801 $ 20,488

EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 64,824 39,343 28,223 71,279 34,090 11,453
----------- ----------- --------- --------- --------- ---------
Net investment income
(loss).................. (14,272) (2,180) (2,139) 139,728 77,711 9,035
----------- ----------- --------- --------- --------- ---------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 1,219,528 235,932 97,668 292,738 13,112 7,973
Net realized gain (loss)
from sales of
investments............. 414,908 216,241 35,178 163,180 99,532 3,984
----------- ----------- --------- --------- --------- ---------
Net realized gain
(loss)................ 1,634,436 452,173 132,846 455,918 112,644 11,957
Net unrealized gain
(loss).................. (31,480) 612,764 350,342 (332,962) 624,842 187,492
----------- ----------- --------- --------- --------- ---------

Net realized and
unrealized gain
(loss)................ 1,602,956 1,064,937 483,188 122,956 737,486 199,449
----------- ----------- --------- --------- --------- ---------
Net increase in net
assets from
operations............ $ 1,588,684 $ 1,062,757 $ 481,049 $ 262,684 $ 815,197 $ 208,484
----------- ----------- --------- --------- --------- ---------
----------- ----------- --------- --------- --------- ---------

<CAPTION>
SELECT CAPITAL APPRECIATION FIDELITY VIP MONEY MARKET
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, FOR THE PERIOD DECEMBER 31,
------------------- 4/28/95* TO ------------------------------
1997 1996 12/31/95 1997 1996 1995
--------- -------- -------------------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ -- $ -- $ 24,495 $ 134,142 $120,292 $ 156,906
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 38,200 24,307 3,057 22,756 20,908 24,582
--------- -------- -------- --------- -------- ---------
Net investment income
(loss).................. (38,200) (24,307) 21,438 111,386 99,384 132,324
--------- -------- -------- --------- -------- ---------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- 9,311 -- -- -- --
Net realized gain (loss)
from sales of
investments............. 60,995 29,698 1,577 -- -- --
--------- -------- -------- --------- -------- ---------
Net realized gain
(loss)................ 60,995 39,009 1,577 -- -- --
Net unrealized gain
(loss).................. 560,718 42,479 106,054 -- -- --
--------- -------- -------- --------- -------- ---------
Net realized and
unrealized gain
(loss)................ 621,713 81,488 107,631 -- -- --
--------- -------- -------- --------- -------- ---------
Net increase in net
assets from
operations............ $ 583,513 $ 57,181 $129,069 $ 111,386 $ 99,384 $ 132,324
--------- -------- -------- --------- -------- ---------
--------- -------- -------- --------- -------- ---------
</TABLE>

* Date of initial investment.

** Name changed. See Note 1.

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

SA-5
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP HIGH INCOME FIDELITY VIP EQUITY-INCOME
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 767,218 $ 730,331 $ 527,909 $ 981,785 $ 80,368 $ 1,036,739

EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 101,942 90,412 75,188 566,813 486,502 395,590
----------- ----------- ----------- ------------ ---------- ------------
Net investment income
(loss).................. 665,276 639,919 452,721 414,972 (406,134) 641,149
----------- ----------- ----------- ------------ ---------- ------------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 94,825 142,891 -- 4,936,197 2,303,888 1,849,940
Net realized gain (loss)
from sales of
investments............. 507,660 403,489 65,770 2,055,889 1,285,708 359,460
----------- ----------- ----------- ------------ ---------- ------------
Net realized gain
(loss)................ 602,485 546,380 65,770 6,992,086 3,589,596 2,209,400
Net unrealized gain
(loss).................. 492,547 49,497 936,558 7,687,046 3,673,472 9,834,460
----------- ----------- ----------- ------------ ---------- ------------

Net realized and
unrealized gain
(loss)................ 1,095,032 595,877 1,002,328 14,679,132 7,263,068 12,043,860
----------- ----------- ----------- ------------ ---------- ------------
Net increase in net
assets from
operations............ $ 1,760,308 $ 1,235,796 $ 1,455,049 $ 15,094,104 $6,856,934 $ 12,685,009
----------- ----------- ----------- ------------ ---------- ------------
----------- ----------- ----------- ------------ ---------- ------------

<CAPTION>
FIDELITY VIP GROWTH FIDELITY VIP OVERSEAS
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
--------------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
------------ ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 396,280 $ 132,932 $ 210,037 $ 314,599 $ 212,526 $ 64,869
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 565,772 509,772 424,764 164,466 167,042 159,261
------------ ----------- ------------ ----------- ----------- -----------
Net investment income
(loss).................. (169,492) (376,840) (214,727) 150,133 45,484 (94,392)
------------ ----------- ------------ ----------- ----------- -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 1,773,823 3,641,885 -- 1,248,863 233,778 64,869
Net realized gain (loss)
from sales of
investments............. 2,849,100 1,452,352 789,394 963,884 749,908 304,440
------------ ----------- ------------ ----------- ----------- -----------
Net realized gain
(loss)................ 4,622,923 5,094,237 789,394 2,212,747 983,686 369,309
Net unrealized gain
(loss).................. 8,211,480 2,500,114 12,592,041 (508,913) 1,102,752 1,219,736
------------ ----------- ------------ ----------- ----------- -----------
Net realized and
unrealized gain
(loss)................ 12,834,403 7,594,351 13,381,435 1,703,834 2,086,438 1,589,045
------------ ----------- ------------ ----------- ----------- -----------
Net increase in net
assets from
operations............ $ 12,664,911 $ 7,217,511 $ 13,166,708 $ 1,853,967 $ 2,131,922 $ 1,494,653
------------ ----------- ------------ ----------- ----------- -----------
------------ ----------- ------------ ----------- ----------- -----------
</TABLE>

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

SA-6
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP II ASSET MANAGER T. ROWE PRICE INTERNATIONAL STOCK
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31, FOR THE PERIOD
------------------------------- --------------------- 6/23/95* TO
1997 1996 1995 1997 1996 12/31/95
--------- --------- --------- ---------- --------- --------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 44,294 $ 44,029 $ 21,513 $ 30,749 $ 20,250 $ --

EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 13,409 11,226 10,599 26,527 11,039 1,301
--------- --------- --------- ---------- --------- -------
Net investment income
(loss).................. 30,885 32,803 10,914 4,222 9,211 (1,301)
--------- --------- --------- ---------- --------- -------

REALIZED AND UNREALIZED GAIN
(LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 111,110 36,304 -- 43,561 11,344 --
Net realized gain (loss)
from sales of
investments............. 24,571 48,794 13,540 164,337 34,883 (98)
--------- --------- --------- ---------- --------- -------
Net realized gain
(loss)................. 135,681 85,098 13,540 207,898 46,227 (98)
Net unrealized gain
(loss).................. 110,859 41,554 154,558 (172,676) 103,877 15,909
--------- --------- --------- ---------- --------- -------

Net realized and
unrealized gain
(loss)................. 246,540 126,652 168,098 35,222 150,104 15,811
--------- --------- --------- ---------- --------- -------
Net increase in net
assets from
operations............. $ 277,425 $ 159,455 $ 179,012 $ 39,444 $ 159,315 $14,510
--------- --------- --------- ---------- --------- -------
--------- --------- --------- ---------- --------- -------

<CAPTION>
DGPF INTERNATIONAL EQUITY
FOR THE YEAR ENDED
DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 175,825 $ 119,918 $ 55,082
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 49,946 36,315 28,475
--------- --------- ---------
Net investment income
(loss).................. 125,879 83,603 26,607
--------- --------- ---------
REALIZED AND UNREALIZED GAIN
(LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- 32,264 20,656
Net realized gain (loss)
from sales of
investments............. 276,622 113,363 18,892
--------- --------- ---------
Net realized gain
(loss)................. 276,622 145,627 39,548
Net unrealized gain
(loss).................. (127,979) 490,548 320,817
--------- --------- ---------
Net realized and
unrealized gain
(loss)................. 148,643 636,175 360,365
--------- --------- ---------
Net increase in net
assets from
operations............. $ 274,522 $ 719,778 $ 386,972
--------- --------- ---------
--------- --------- ---------
</TABLE>

* Date of initial investment.

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

SA-7
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
GROWTH INVESTMENT GRADE INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
------------ ------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 259,585 $ 441,573 $ 439,439 $ 509,707 $ 546,979 $ 517,263
Net realized gain
(loss)................ 9,015,444 4,320,074 2,796,987 16,779 (181) (8,055)
Net unrealized gain
(loss)................ 592,925 1,960,758 5,074,547 225,179 (291,424) 867,289
------------ ------------ ------------ ------------ ----------- -----------
Net increase in net
assets from
operations............ 9,867,954 6,722,405 8,310,973 751,665 255,374 1,376,497
------------ ------------ ------------ ------------ ----------- -----------

FROM CAPITAL TRANSACTIONS:
Net premiums............ 4,632,238 5,044,215 5,348,444 1,285,975 1,542,885 1,777,991
Terminations............ (1,791,890) (1,571,480) (962,528) (316,217) (475,070) (315,011)
Insurance and other
charges............... (2,372,430) (2,218,963) (2,115,819) (598,463) (706,041) (746,882)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and
Annuity Company
(Sponsor)............. (1,252,955) (1,866,231) (733,158) (1,690,149) (688,739) (228,028)
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
------------ ------------ ------------ ------------ ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... (785,037) (612,459) 1,536,939 (1,318,854) (326,965) 488,070
------------ ------------ ------------ ------------ ----------- -----------

Net increase (decrease)
in net assets......... 9,082,917 6,109,946 9,847,912 (567,189) (71,591) 1,864,567

NET ASSETS:
Beginning of period....... 41,566,662 35,456,716 25,608,804 9,836,397 9,907,988 8,043,421
------------ ------------ ------------ ------------ ----------- -----------
End of period............. $ 50,649,579 $ 41,566,662 $ 35,456,716 $ 9,269,208 $ 9,836,397 $ 9,907,988
------------ ------------ ------------ ------------ ----------- -----------
------------ ------------ ------------ ------------ ----------- -----------

<CAPTION>
MONEY MARKET EQUITY INDEX
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------------------- ----------------------------------------
1997 1996 1995 1997 1996 1995
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 348,329 $ 294,754 $ 286,850 $ 72,448 $ 148,056 $ (7,594)
Net realized gain
(loss)................ -- -- -- 1,583,207 4,392,695 1,554,490
Net unrealized gain
(loss)................ -- -- -- 2,946,018 (1,586,677) 3,975,325
------------ ------------ ------------ ------------ ------------ ------------
Net increase in net
assets from
operations............ 348,329 294,754 286,850 4,601,673 2,954,074 5,522,221
------------ ------------ ------------ ------------ ------------ ------------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 3,773,110 3,687,528 3,733,510 1,915,757 1,682,234 1,721,701
Terminations............ (326,856) (563,991) (337,981) (505,716) (413,060) (251,519)
Insurance and other
charges............... (1,672,886) (1,808,373) (1,878,702) (788,505) (673,588) (601,471)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and
Annuity Company
(Sponsor)............. (2,484,148) (64,453) (1,492,320) 1,239,666 (66,036) 282,043
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- (11,394,141) --
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in net assets from
capital
transactions.......... (710,780) 1,250,711 24,507 1,861,202 (10,864,591) 1,150,754
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in net assets......... (362,451) 1,545,465 311,357 6,462,875 (7,910,517) 6,672,975
NET ASSETS:
Beginning of period....... 7,682,889 6,137,424 5,826,067 14,109,882 22,020,399 15,347,424
------------ ------------ ------------ ------------ ------------ ------------
End of period............. $ 7,320,438 $ 7,682,889 $ 6,137,424 $ 20,572,757 $ 14,109,882 $ 22,020,399
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

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

SA-8
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
GOVERNMENT BOND SELECT AGGRESSIVE GROWTH
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- ----------------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 95,287 $ 95,311 $ 103,528 $ (187,689) $ (149,550) $ (107,755)
Net realized gain
(loss)................ (6,237) (10,826) (27,790) 2,524,175 2,343,340 110,726
Net unrealized gain
(loss)................ 25,622 (37,905) 162,592 1,162,100 385,516 3,205,669
----------- ----------- ----------- ------------ ------------ ------------
Net increase in net
assets from
operations............ 114,672 46,580 238,330 3,498,586 2,579,306 3,208,640
----------- ----------- ----------- ------------ ------------ ------------

FROM CAPITAL TRANSACTIONS:
Net premiums............ 682,542 842,750 1,087,763 2,824,854 3,003,875 2,791,210
Terminations............ (79,493) (101,929) (224,574) (723,396) (515,815) (332,835)
Insurance and other
charges............... (362,563) (420,415) (489,735) (1,019,076) (953,249) (823,313)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and
Annuity Company
(Sponsor)............. (246,394) (539,744) (847,388) 389,448 92,739 120,078
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
----------- ----------- ----------- ------------ ------------ ------------
Net increase (decrease)
in net assets from
capital
transactions.......... (5,908) (219,338) (473,934) 1,471,830 1,627,550 1,755,140
----------- ----------- ----------- ------------ ------------ ------------

Net increase (decrease)
in net assets......... 108,764 (172,758) (235,604) 4,970,416 4,206,856 4,963,780

NET ASSETS:
Beginning of period....... 1,883,646 2,056,404 2,292,008 18,587,866 14,381,010 9,417,230
----------- ----------- ----------- ------------ ------------ ------------
End of period............. $ 1,992,410 $ 1,883,646 $ 2,056,404 $ 23,558,282 $ 18,587,866 $ 14,381,010
----------- ----------- ----------- ------------ ------------ ------------
----------- ----------- ----------- ------------ ------------ ------------

<CAPTION>
SELECT GROWTH SELECT GROWTH AND INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
-------------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
------------ ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ (58,383) $ (39,606) $ (50,088) $ 40,918 $ 39,307 $ 40,548
Net realized gain
(loss)................ 905,051 1,575,628 67,387 1,215,316 803,004 311,383
Net unrealized gain
(loss)................ 2,154,291 (203,667) 1,114,016 660,971 506,567 1,034,046
------------ ----------- ----------- ------------ ----------- -----------
Net increase in net
assets from
operations............ 3,000,959 1,332,355 1,131,315 1,917,205 1,348,878 1,385,977
------------ ----------- ----------- ------------ ----------- -----------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 1,393,879 1,147,398 1,207,487 1,121,777 1,132,705 1,173,049
Terminations............ (295,316) (206,706) (185,136) (367,783) (149,501) (161,150)
Insurance and other
charges............... (547,579) (433,757) (422,783) (533,886) (466,572) (425,686)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and
Annuity Company
(Sponsor)............. 1,533,424 (14,006) (112,824) 607,337 64,722 (142,200)
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
------------ ----------- ----------- ------------ ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... 2,084,408 492,929 486,744 827,445 581,354 444,013
------------ ----------- ----------- ------------ ----------- -----------
Net increase (decrease)
in net assets......... 5,085,367 1,825,284 1,618,059 2,744,650 1,930,232 1,829,990
NET ASSETS:
Beginning of period....... 8,047,365 6,222,081 4,604,022 8,421,981 6,491,749 4,661,759
------------ ----------- ----------- ------------ ----------- -----------
End of period............. $ 13,132,732 $ 8,047,365 $ 6,222,081 $ 11,166,631 $ 8,421,981 $ 6,491,749
------------ ----------- ----------- ------------ ----------- -----------
------------ ----------- ----------- ------------ ----------- -----------
</TABLE>

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

SA-9
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
SELECT VALUE OPPORTUNITY** SELECT INTERNATIONAL EQUITY
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ (14,272) $ (2,180) $ (2,139) $ 139,728 $ 77,711 $ 9,035
Net realized gain
(loss)................ 1,634,436 452,173 132,846 455,918 112,644 11,957
Net unrealized gain
(loss)................ (31,480) 612,764 350,342 (332,962) 624,842 187,492
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net
assets from
operations............ 1,588,684 1,062,757 481,049 262,684 815,197 208,484
----------- ----------- ----------- ----------- ----------- -----------

FROM CAPITAL TRANSACTIONS:
Net premiums............ 987,196 738,397 728,709 1,200,360 827,029 370,401
Terminations............ (170,070) (141,088) (66,720) (265,082) (75,751) (16,371)
Insurance and other
charges............... (311,192) (217,947) (183,241) (327,495) (195,077) (81,910)
Other transfers from
(to) the General
Account of
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. 1,753,981 215,947 221,952 2,429,813 2,483,719 1,024,052
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- (133) --
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... 2,259,915 595,309 700,700 3,037,596 3,039,787 1,296,172
----------- ----------- ----------- ----------- ----------- -----------

Net increase (decrease)
in net assets......... 3,848,599 1,658,066 1,181,749 3,300,280 3,854,984 1,504,656

NET ASSETS:
Beginning of period....... 5,370,143 3,712,077 2,530,328 6,003,581 2,148,597 643,941
----------- ----------- ----------- ----------- ----------- -----------
End of period............. $ 9,218,742 $ 5,370,143 $ 3,712,077 $ 9,303,861 $ 6,003,581 $ 2,148,597
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------

<CAPTION>
SELECT CAPITAL APPRECIATION FIDELITY VIP MONEY MARKET
YEAR ENDED YEAR ENDED
DECEMBER 31, PERIOD FROM DECEMBER 31,
------------------------ 4/28/95* TO -------------------------------------
1997 1996 12/31/95 1997 1996 1995
----------- ----------- -------------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ (38,200) $ (24,307) $ 21,438 $ 111,386 $ 99,384 $ 132,324
Net realized gain
(loss)................ 60,995 39,009 1,577 -- -- --
Net unrealized gain
(loss)................ 560,718 42,479 106,054 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net
assets from
operations............ 583,513 57,181 129,069 111,386 99,384 132,324
----------- ----------- ----------- ----------- ----------- -----------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 778,775 721,364 139,022 557,101 549,667 810,746
Terminations............ (428,702) (55,631) (2,350) (108,207) (95,420) (122,754)
Insurance and other
charges............... (214,729) (142,168) (21,550) (405,493) (455,285) (506,776)
Other transfers from
(to) the General
Account of
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. 235,782 2,095,379 1,042,778 (504,469) (344,433) (164,021)
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- (295) 200 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... 371,126 2,618,649 1,158,100 (461,068) (345,471) 17,195
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in net assets......... 954,639 2,675,830 1,287,169 (349,682) (246,087) 149,519
NET ASSETS:
Beginning of period....... 3,962,999 1,287,169 -- 2,469,604 2,715,691 2,566,172
----------- ----------- ----------- ----------- ----------- -----------
End of period............. $ 4,917,638 $ 3,962,999 $1,287,169 $ 2,119,922 $ 2,469,604 $ 2,715,691
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>

* Date of initial investment.

** Name changed. See Note 1.

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

SA-10
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP HIGH INCOME FIDELITY VIP EQUITY-INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
--------------------------------------- ----------------------------------------
1997 1996 1995 1997 1996 1995
------------ ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 665,276 $ 639,919 $ 452,721 $ 414,972 $ (406,134) $ 641,149
Net realized gain
(loss)................ 602,485 546,380 65,770 6,992,086 3,589,596 2,209,400
Net unrealized gain
(loss)................ 492,547 49,497 936,558 7,687,046 3,673,472 9,834,460
------------ ------------ ----------- ------------ ------------ ------------
Net increase in net
assets from
operations............ 1,760,308 1,235,796 1,455,049 15,094,104 6,856,934 12,685,009
------------ ------------ ----------- ------------ ------------ ------------

FROM CAPITAL TRANSACTIONS:
Net premiums............ 1,284,342 1,503,725 1,606,889 5,586,301 6,476,408 6,706,020
Terminations............ (500,117) (444,581) (460,673) (2,575,123) (1,997,718) (1,591,639)
Insurance and other
charges............... (632,676) (619,226) (594,685) (2,989,132) (2,976,059) (2,789,429)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and Annuity
Company (Sponsor)..... (400,777) (131,997) 69,047 (3,565,374) (2,450,752) 584,745
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
------------ ------------ ----------- ------------ ------------ ------------
Net increase (decrease)
in net assets from
capital
transactions.......... (249,228) 307,921 620,578 (3,543,328) (948,121) 2,909,697
------------ ------------ ----------- ------------ ------------ ------------

Net increase (decrease)
in net assets......... 1,511,080 1,543,717 2,075,627 11,550,776 5,908,813 15,594,706

NET ASSETS:
Beginning of period....... 10,811,172 9,267,455 7,191,828 57,569,775 51,660,962 36,066,256
------------ ------------ ----------- ------------ ------------ ------------
End of period............. $ 12,322,252 $ 10,811,172 $ 9,267,455 $ 69,120,551 $ 57,569,775 $ 51,660,962
------------ ------------ ----------- ------------ ------------ ------------
------------ ------------ ----------- ------------ ------------ ------------

<CAPTION>
FIDELITY VIP GROWTH FIDELITY VIP OVERSEAS
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------------------- ----------------------------------------
1997 1996 1995 1997 1996 1995
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ (169,492) $ (376,840) $ (214,727) $ 150,133 $ 45,484 $ (94,392)
Net realized gain
(loss)................ 4,622,923 5,094,237 789,394 2,212,747 983,686 369,309
Net unrealized gain
(loss)................ 8,211,480 2,500,114 12,592,041 (508,913) 1,102,752 1,219,736
------------ ------------ ------------ ------------ ------------ ------------
Net increase in net
assets from
operations............ 12,664,911 7,217,511 13,166,708 1,853,967 2,131,922 1,494,653
------------ ------------ ------------ ------------ ------------ ------------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 6,162,215 7,257,203 7,347,859 1,968,560 2,712,879 3,368,247
Terminations............ (2,882,175) (2,245,667) (2,006,847) (739,857) (723,134) (687,516)
Insurance and other
charges............... (3,039,823) (3,133,722) (3,008,971) (925,180) (1,037,271) (1,128,664)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and Annuity
Company (Sponsor)..... (5,505,802) (2,163,674) (671,182) (2,599,248) (2,947,486) (1,681,189)
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in net assets from
capital
transactions.......... (5,265,585) (285,860) 1,660,859 (2,295,725) (1,995,012) (129,122)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in net assets......... 7,399,326 6,931,651 14,827,567 (441,758) 136,910 1,365,531
NET ASSETS:
Beginning of period....... 59,340,985 52,409,334 37,581,767 18,409,373 18,272,463 16,906,932
------------ ------------ ------------ ------------ ------------ ------------
End of period............. $ 66,740,311 $ 59,340,985 $ 52,409,334 $ 17,967,615 $ 18,409,373 $ 18,272,463
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

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

SA-11
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP II ASSET MANAGER T. ROWE PRICE INTERNATIONAL STOCK
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, FOR THE PERIOD
------------------------------------- ------------------------ 6/23/95* TO
1997 1996 1995 1997 1996 12/31/95
----------- ----------- ----------- ----------- ----------- --------------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 30,885 $ 32,803 $ 10,914 $ 4,222 $ 9,211 $ (1,301)
Net realized gain
(loss)................ 135,681 85,098 13,540 207,898 46,227 (98)
Net unrealized gain
(loss)................ 110,859 41,554 154,558 (172,676) 103,877 15,909
----------- ----------- ----------- ----------- ----------- --------
Net increase in net
assets from
operations............ 277,425 159,455 179,012 39,444 159,315 14,510
----------- ----------- ----------- ----------- ----------- --------

FROM CAPITAL TRANSACTIONS:
Net premiums............ 155,375 192,790 258,611 393,703 262,590 42,650
Terminations............ (34,787) (42,364) (19,023) (121,194) (39,469) (453)
Insurance and other
charges............... (70,273) (61,894) (64,900) (127,737) (60,482) (7,061)
Other transfers from
(to) the General
Account of
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. 123,184 (215,416) 17,813 1,085,475 1,224,943 479,913
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- (130) -- -- -- --
----------- ----------- ----------- ----------- ----------- --------
Net increase (decrease)
in net assets from
capital
transactions.......... 173,499 (127,014) 192,501 1,230,247 1,387,582 515,049
----------- ----------- ----------- ----------- ----------- --------

Net increase (decrease)
in net assets......... 450,924 32,441 371,513 1,269,691 1,546,897 529,559

NET ASSETS:
Beginning of period....... 1,285,685 1,253,244 881,731 2,076,456 529,559 --
----------- ----------- ----------- ----------- ----------- --------
End of period............. $ 1,736,609 $ 1,285,685 $ 1,253,244 $ 3,346,147 $ 2,076,456 $ 529,559
----------- ----------- ----------- ----------- ----------- --------
----------- ----------- ----------- ----------- ----------- --------

<CAPTION>
DGPF INTERNATIONAL EQUITY
YEAR ENDED
DECEMBER 31,
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 125,879 $ 83,603 $ 26,607
Net realized gain
(loss)................ 276,622 145,627 39,548
Net unrealized gain
(loss)................ (127,979) 490,548 320,817
----------- ----------- -----------
Net increase in net
assets from
operations............ 274,522 719,778 386,972
----------- ----------- -----------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 777,360 717,027 788,037
Terminations............ (257,744) (164,140) (60,216)
Insurance and other
charges............... (283,121) (238,054) (223,624)
Other transfers from
(to) the General
Account of
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. 588,659 180,359 18,029
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- --
----------- ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... 825,154 495,192 522,226
----------- ----------- -----------
Net increase (decrease)
in net assets......... 1,099,676 1,214,970 909,198
NET ASSETS:
Beginning of period....... 4,770,003 3,555,033 2,645,835
----------- ----------- -----------
End of period............. $ 5,869,679 $ 4,770,003 $ 3,555,033
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

* Date of initial investment.

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

SA-12
<PAGE>
VEL ACCOUNT

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION

The VEL Account (VEL) is a separate investment account of Allmerica
Financial Life Insurance and Annuity Company (the Company) established on April
2, 1987 for the purpose of separating from the general assets of the Company,
those assets used to fund the variable portion of certain flexible premium
variable life policies issued by the Company. The Company is a wholly-owned
subsidiary of First Allmerica Financial Life Insurance Company (First
Allmerica). First Allmerica is a wholly-owned subsidiary of Allmerica Financial
Corporation (AFC). Under applicable insurance law, the assets and liabilities of
VEL are clearly identified and distinguished from the other assets and
liabilities of the Company. VEL cannot be charged with liabilities arising out
of any other business of the Company.

VEL is registered as a unit investment trust under the Investment Company
Act of 1940, as amended (the 1940 Act). VEL currently offers nineteen
Sub-Accounts. Each Sub-Account invests exclusively in a corresponding investment
portfolio of the Allmerica Investment Trust (the Trust) managed by Allmerica
Investment Management Company, Inc., a wholly-owned subsidiary of First
Allmerica, or of the Variable Insurance Products Fund (Fidelity VIP) or the
Variable Insurance Products Fund II (Fidelity VIP II) managed by Fidelity
Management & Research Company (FMR), or of the T. Rowe Price International
Series, Inc. (T. Rowe Price) managed by Rowe Price-Fleming International, Inc.,
or of the Delaware Group Premium Fund, Inc. (DGPF) managed by Delaware
International Advisers, Ltd. The Trust, Fidelity VIP, Fidelity VIP II, T. Rowe
Price and DGPF (the Funds) are open-end, diversified management investment
companies registered under the 1940 Act.

Effective April 1, 1997, the investment portfolio of the Trust, which was
formerly known as Small Cap Value Fund, changed its name to Small-Mid Cap Value
Fund. At the Meeting of Shareholders of the Small Cap Value Fund, held on March
18, 1997, shareholders approved the name change and the revisions in the
investment objective of the Fund from investing primarily in small cap value
stocks to investing primarily in small and mid-cap value stocks. Effective
January 9, 1998, this portfolio changed its name to Select Value Opportunity
Fund.

Certain prior year balances have been reclassified to conform with current
year presentation.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS -- Security transactions are recorded on the trade date.
Investments held by the Sub-Accounts are stated at the net asset value per share
of the respective investment portfolio of the Trust, Fidelity VIP, Fidelity VIP
II, T. Rowe Price, or DGPF. Net realized gains and losses on securities sold are
determined using the average cost method. Dividends and capital gain
distributions are recorded on the ex-dividend date and are reinvested in
additional shares of the respective investment portfolio of the Trust, Fidelity
VIP, Fidelity VIP II, T. Rowe Price, or DGPF at net asset value.

FEDERAL INCOME TAXES -- The Company is taxed as a "life insurance company"
under Subchapter L of the Internal Revenue Code (the Code) and files a
consolidated federal income tax return with First Allmerica. The Company
anticipates no tax liability resulting from the operations of VEL. Therefore, no
provision for income taxes has been charged against VEL.

SA-13
<PAGE>
VEL ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS

The number of shares owned, aggregate cost, and net asset value per share of
each Sub-Account's investment in the Trust, Fidelity VIP, Fidelity VIP II, T.
Rowe Price and DGPF at December 31, 1997 were as follows:

<TABLE>
<CAPTION>
PORTFOLIO INFORMATION
---------------------------------------
NET ASSET
NUMBER OF AGGREGATE VALUE
INVESTMENT PORTFOLIO SHARES COST PER SHARE
- ------------------------------------------------------- ------------ ------------ ---------
<S> <C> <C> <C>
ALLMERICA INVESTMENT TRUST:
Growth............................................... 20,964,230 $ 43,765,458 2.416
Investment Grade Income.............................. 8,335,619 9,059,821 1.112
Money Market......................................... 7,320,412 7,320,412 1.000
Equity Index......................................... 7,472,850 12,681,104 2.753
Government Bond...................................... 1,902,970 1,997,001 1.047
Select Aggressive Growth............................. 10,587,992 18,454,739 2.225
Select Growth........................................ 7,251,646 10,020,815 1.811
Select Growth and Income............................. 7,194,994 9,028,015 1.552
Select Value Opportunity*............................ 5,669,584 8,349,348 1.626
Select International Equity.......................... 6,938,003 8,844,652 1.341
Select Capital Appreciation.......................... 2,897,842 4,208,387 1.697
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
Money Market......................................... 2,119,922 2,119,922 1.000
High Income.......................................... 907,382 10,545,177 13.580
Equity-Income........................................ 2,846,810 42,165,376 24.280
Growth............................................... 1,798,930 36,864,687 37.100
Overseas............................................. 935,813 14,240,067 19.200
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
Asset Manager........................................ 96,424 1,451,529 18.010
T. ROWE PRICE INTERNATIONAL SERIES, INC.:
International Stock.................................. 262,649 3,399,038 12.740
DELAWARE GROUP PREMIUM FUND, INC.:
DGPF International Equity............................ 378,201 5,135,017 15.520
</TABLE>

* Name changed. See Note 1.

NOTE 4 -- RELATED PARTY TRANSACTIONS

On the date of issue and each monthly payment date thereafter, a monthly
charge is deducted from the policy value to compensate the Company for the cost
of insurance, which varies by policy, the cost of any additional benefits
provided by rider, and administrative charges of $25 per month for the first
policy year and $5 per month thereafter. The policyowner may instruct the
Company to deduct this monthly charge from a specific Sub-Account, but if not so
specified, it will be deducted on a pro-rata basis of allocation which is the
same proportion that the policy value in the General Account of the Company and
in each Sub-Account bear to the total policy value. For the years ended December
31, 1997, 1996, and 1995 these monthly deductions from Sub-Account policy values
amounted to $17,222,239, $16,771,511, and $16,115,041, respectively. These
amounts are included on the statements of changes in net assets in Insurance and
other charges.

SA-14
<PAGE>
VEL ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- RELATED PARTY TRANSACTIONS (CONTINUED)
The Company makes a charge on the VEL '87 and VEL '91 series of policies of
up to .90% per annum based on the average daily net assets of each Sub-Account
at each valuation date for mortality and expense risks; on the VEL Plus series
of policies funded by the VEL Account, the charge is .65% per annum. This charge
may be increased or decreased by the Board of Directors of the Company once each
year, subject to compliance with applicable state and federal requirements, but
the total charge may not exceed 1.275% per annum.

Allmerica Investments, Inc., (Allmerica Investments), a wholly-owned
subsidiary of First Allmerica, is principal underwriter and general distributor
of VEL, and does not receive any compensation for sales of VEL policies.
Commissions are paid to registered representatives of Allmerica Investments and
certain registered broker-dealers by the Company. As the current series of
policies have a surrender charge, no deduction is made for sales charges at the
time of the sale. For the years ended December 31, 1997, 1996, and 1995, the
Company received $892,028, $1,397,146, and $1,391,628, respectively, for
surrender charges applicable to VEL.

NOTE 5 -- DIVERSIFICATION REQUIREMENTS

Under the provisions of Section 817(h) of the Code, a variable life
insurance contract, other than a contract issued in connection with certain
types of employee benefit plans, will not be treated as a variable life
insurance contract for federal income tax purposes for any period for which the
investments of the segregated asset account on which the contract is based are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of The Treasury.

The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. The Company believes that VEL satisfies the current requirements of
the regulations, and it intends that VEL will continue to meet such
requirements.

SA-15
<PAGE>
VEL ACCOUNT

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales of the Trust, Fidelity VIP,
Fidelity VIP II, T. Rowe Price, and DGPF shares by VEL during the year ended
December 31, 1997 were as follows:

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO PURCHASES SALES
- ------------------------------------------------------------------ ------------ ------------
<S> <C> <C>
ALLMERICA INVESTMENT TRUST:
Growth.......................................................... $ 11,162,006 $ 3,472,202
Investment Grade Income......................................... 1,496,924 2,306,071
Money Market.................................................... 6,319,276 6,681,753
Equity Index.................................................... 5,159,440 2,669,131
Government Bond................................................. 696,962 607,583
Select Aggressive Growth........................................ 5,614,884 2,468,270
Select Growth................................................... 3,681,135 977,374
Select Growth and Income........................................ 2,904,310 1,071,789
Select Value Opportunity*....................................... 5,616,729 2,151,558
Select International Equity..................................... 4,866,689 1,396,627
Select Capital Appreciation..................................... 2,054,552 1,721,626
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
Money Market.................................................... 7,160,863 7,510,545
High Income..................................................... 5,626,324 5,115,451
Equity-Income................................................... 8,063,746 6,255,905
Growth.......................................................... 3,588,113 7,249,367
Overseas........................................................ 3,742,360 4,639,089
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
Asset Manager................................................... 551,019 235,525
T. ROWE PRICE INTERNATIONAL SERIES, INC.:
International Stock............................................. 3,667,039 2,389,009
DELAWARE GROUP PREMIUM FUND, INC.:
DGPF International Equity....................................... 2,558,762 1,607,729
------------ ------------
Totals.......................................................... $ 84,531,133 $ 60,526,604
------------ ------------
------------ ------------
</TABLE>

* Name changed. See Note 1.

SA-16
<PAGE>
APPENDIX A
OPTIONAL BENEFITS

This Appendix is intended to provide only a very brief overview of additional
insurance benefits available by rider. For more information, contact your agent.
The following supplemental benefits are available for issue under the Policies
for an additional charge. CERTAIN RIDERS MAY NOT BE AVAILABLE IN ALL STATES.

WAIVER OF PREMIUM RIDER

This rider provides that during periods of total disability, continuing more
than four months, the Company will add to the Policy Value each month an
amount selected by you or the amount needed to pay the Policy charges,
whichever is greater. This value will be used to keep the Policy in force.
This benefit is subject to the Company's maximum issue benefits. Its cost
will change yearly.

GUARANTEED INSURABILITY RIDER

This rider guarantees that insurance may be added at various option dates
without Evidence of Insurability. This benefit may be exercised on the
option dates even if the Insured is disabled.

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.

CHILDREN'S INSURANCE RIDER

This rider provides coverage for eligible minor children. It also covers
future children, including adopted children and stepchildren.

ACCIDENTAL DEATH BENEFIT RIDER

This rider pays an additional benefit for death resulting from a covered
accident prior to the Policy anniversary nearest the Insured's Age 70.

EXCHANGE OPTION RIDER

This rider allows you to use the Policy to insure a different person,
subject to Company guidelines.

LIVING BENEFITS RIDER

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

EXCHANGE TO TERM INSURANCE RIDER

This rider allows a Policy owner which is a corporation or corporate grantor
trust to exchange the Policy prior to the third Policy anniversary for a
five-year non-convertible term insurance policy. An exchange credit will be
paid to the policy owner. This rider may not be available in all states.

A-1
<PAGE>
APPENDIX B
PAYMENT OPTIONS

PAYMENT OPTIONS

Upon Written Request, the Surrender Value or all or part of the Death Proceeds
may be placed under one or more of the payment options below or any other option
offered by the Company. If you do not make an election, the Company will pay the
benefits in a single sum. A certificate will be provided to the payee describing
the payment option selected.

If a payment option is selected, the Beneficiary may pay to the Company any
amount that would otherwise be deducted from the Sum Insured.

The amounts payable under a payment option for each $1,000 value applied will be
the greater of:

- the rate per $1,000 of value applied based on the Company's non-guaranteed
current payment option rates for the Policies; or

- the rate in the Policy for the applicable payment option.

The following payment options are currently available. The amounts payable under
these options are paid from the General Account. None is based on the investment
experience of the Variable Account.

<TABLE>
<C> <S>
Option A: PAYMENTS FOR A SPECIFIED NUMBER OF YEARS. The Company will make equal
payments for any selected number of years (not greater than 30). Payments
may be made annually, semi- annually, quarterly or monthly.

Option B: LIFETIME MONTHLY PAYMENTS. Payments are based on the payee's age on the date
the first payment will be made. One of three variations may be chosen.
Depending upon this choice, payments will end:

(1) upon the death of the payee, with no further payments due (Life Annuity), or

(2) upon the death of the payee, but not before the sum of the payments made
first equals or exceeds the amount applied under this option (Life Annuity
with Installment Refund),

(3) upon the death of the payee, but not before a selected period (5, 10 or 20
years) has elapsed (Life Annuity with Period Certain).

Option C: INTEREST PAYMENTS. The Company will pay interest at a rate determined by the
Company each year but which will not be less than 3.5%. Payments may be made
annually, semi-annually, quarterly or monthly. Payments will end when the
amount left with the Company has been withdrawn. Payments will not continue,
however, after the death of the payee. Any unpaid balance plus accrued
interest will be paid in a lump sum.

Option D: PAYMENTS FOR A SPECIFIED AMOUNT. Payments will be made until the unpaid
balance is exhausted. Interest will be credited to the unpaid balance. The
rate of interest will be determined by the Company each year but will not be
less than 3.5%. Payments may be made annually, semi-annually, quarterly or
monthly. The payment level selected must provide for the payment each year
of at least 8% of the amount applied.

Option E: LIFETIME MONTHLY PAYMENTS FOR TWO PAYEES. One of three variations may be
chosen. After the death of one payee, payments will continue to the
survivor:

(1) in the same amount as the original amount;

(2) in an amount equal to two-thirds of the original amount; or

(3) in an amount equal to one-half-half of the original amount.
</TABLE>

B-1
<PAGE>
Payments under Option E are based on the payees' ages on the date the first
payment is due. Payments will end upon the death of the surviving payee.

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 your and/or the Beneficiary's provision, any option selection may be
changed before the Death Proceeds becomes payable. If you make no selection, the
Beneficiary may select an option when the Death Proceeds becomes payable.

If the amount of monthly income payments under Option B(3) for the attained age
of the payee are the same for different periods certain, the Company will deem
an election to have been made for the longest period certain which could have
been elected for such age and amount.

You may give the Beneficiary the right to change from Option C or D to any other
option at any time. If the payee selects Option C or D when this Policy becomes
a claim, the right may be reserved to change to any other option. The payee who
elects to change options must be a payee under the option selected.

ADDITIONAL DEPOSITS

An additional deposit may be made to any proceeds when they are applied under
Option B or E. A charge not to exceed 3% will be made. The Company may limit the
amount of this deposit.

RIGHTS AND LIMITATIONS

A payee does not have the right to assign any amount payable under any option. A
payee does not have the right to commute any amount payable under Option B or E.
A payee will have the right to commute any amount payable under Option A only if
the right is reserved in the Written Request selecting the option. If the right
to commute is exercised, the commuted values will be computed at the interest
rates used to calculate the benefits. The amount left under Option C, and any
unpaid balance under Option D, may be withdrawn by the payee only as set forth
in the Written Request selecting the option.

A corporation or fiduciary payee may select only option A, C or D. Such
selection will be subject to the consent of the Company.

PAYMENT DATES

The first payment under any option, except Option C, will be due on the date the
Policy matures by death or otherwise, unless another date is designated.
Payments under Option C begin at the end of the first payment period.

The last payment under any option will be made as stated in the description of
that option. However, should a payee under Option B or E die prior to the due
date of the second monthly payment, the amount applied less the first monthly
payment will be paid in a lump sum or under any option other than Option E. A
lump sum payment will be made to the surviving payee under Option E or the
succeeding payee under Option B.

B-2
<PAGE>
APPENDIX C
ILLUSTRATIONS OF SUM INSURED, POLICY VALUES AND
ACCUMULATED PREMIUMS

The following tables illustrate the way in which the Policy's Sum Insured and
Policy Value could vary over an extended period of time.

ASSUMPTIONS

The tables illustrate a Policy issued to a male, Age 30, under a standard
Premium Class and qualifying for the non-smoker discount, and a Policy issued to
a male, Age 45, under a standard Premium 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 cost 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 assume that all premiums are allocated to and remain in the VEL
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 rates of 0%, 6%, and 12%. The second column of the tables
shows 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 VEL 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 for the Death Proceeds and Policy Values take into account the
deduction from premium for the premium tax charge, the Monthly Deduction from
Policy Value, and the daily charge against the VEL Account for mortality and
expense risks. In the Current Cost of Insurance Tables, the mortality and
expense risk charge is equivalent to an effective annual rate of 0.65%. In the
Guaranteed Cost of Insurance Tables, the mortality and expense risk charge is
equivalent to an effective annual rate of 0.90%.

EXPENSES OF THE UNDERLYING FUNDS
The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses, which are assumed to be at an annual rate
of 0.85% of the average daily net assets of the Underlying Fund. The actual fees
and expenses of each Underlying Fund vary, and in 1997 ranged from an annual
rate of 0.35% to an annual rate of 2.00% of average daily net assets. The fees
and expenses associated with your Policy may be more or less than 0.85% 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 Growth Fund and Select Growth Fund, 1.10% for
the Select Growth and Income, 1.00% for the Investment Grade Income Fund and
Government Bond Fund, and 0.60% for the Money Market Fund and Equity Index Fund.
The total operating expenses of these Funds of the

C-1
<PAGE>
Trust were less than their respective expense limitations throughout 1997. These
limitations may be terminated at any time.

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

NET ANNUAL RATES OF INVESTMENT
In the Current Cost of Insurance Tables, taking into account the 0.65% charge to
the VEL Account and the assumed 0.85% charge for Underlying Fund advisory fees
and operating expenses, the gross annual rates of investment return of 0%, 6%
and 12% correspond to net annual rates of -1.50%, 4.50% and 10.50%,
respectively. In the Guaranteed Cost of Insurance Tables, taking into account
the guaranteed 0.90% charge to the VEL Account and the assumed 0.85% charge for
Underlying Fund advisory fees and operating expenses, the gross annual rates of
investment return of 0%, 6% and 12% correspond to net annual rates of -1.75%,
4.25% and 10.25%, respectively

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

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

TO CHOOSE THE SUB-ACCOUNTS WHICH BEST WILL MEET YOUR NEEDS AND OBJECTIVES,
CAREFULLY READ THE PROSPECTUSES OF THE TRUST, FIDELITY VIP, FIDELITY VIP II, T.
ROWE PRICE AND DGPF ALONG WITH THIS PROSPECTUS.

C-2
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARI-EXCEPTIONAL LIFE PLUS POLICY

NON-SMOKER AGE 45
SPECIFIED FACE AMOUNT = $250,000
SUM INSURED OPTION 1

CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------- ----------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- ------- --------- --------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 169 3,511 250,000 398 3,740 250,000 627 3,969 250,000
2 9,041 3,599 6,941 250,000 4,278 7,620 250,000 4,985 8,327 250,000
3 13,903 6,948 10,290 250,000 8,302 11,644 250,000 9,770 13,112 250,000
4 19,008 10,344 13,553 250,000 12,607 15,815 250,000 15,158 18,367 250,000
5 24,368 13,924 16,731 250,000 17,333 20,140 250,000 21,335 24,142 250,000
6 29,996 17,417 19,823 250,000 22,218 24,625 250,000 28,087 30,493 250,000
7 35,906 20,817 22,822 250,000 27,263 29,268 250,000 35,470 37,475 250,000
8 42,112 24,125 25,729 250,000 32,475 34,079 250,000 43,553 45,158 250,000
9 48,627 27,339 28,542 250,000 37,861 39,064 250,000 52,414 53,618 250,000
10 55,469 30,455 31,258 250,000 43,425 44,228 250,000 62,136 62,938 250,000
11 62,652 33,871 33,871 250,000 49,575 49,575 250,000 73,213 73,213 250,000
12 70,195 36,347 36,347 250,000 55,084 55,084 250,000 84,523 84,523 250,000
13 78,114 38,681 38,681 250,000 60,759 60,759 250,000 96,985 96,985 250,000
14 86,430 40,878 40,878 250,000 66,616 66,616 250,000 110,745 110,745 250,000
15 95,161 42,927 42,927 250,000 72,658 72,658 250,000 125,951 125,951 250,000
16 104,330 44,816 44,816 250,000 78,889 78,889 250,000 142,778 142,778 250,000
17 113,956 46,568 46,568 250,000 85,343 85,343 250,000 161,442 161,442 250,000
18 124,064 48,169 48,169 250,000 92,026 92,026 250,000 182,169 182,169 250,000
19 134,677 49,606 49,606 250,000 98,948 98,948 250,000 205,218 205,218 254,471
20 145,821 50,863 50,863 250,000 106,117 106,117 250,000 230,716 230,716 281,474
Age 60 95,161 42,927 42,927 250,000 72,658 72,658 250,000 125,951 125,951 250,000
Age 65 145,821 50,863 50,863 250,000 106,117 106,117 250,000 230,716 230,716 281,474
Age 70 210,477 53,493 53,493 250,000 146,018 146,018 250,000 402,757 402,757 467,199
Age 75 292,995 47,788 47,788 250,000 195,441 195,441 250,000 683,028 683,028 730,840
</TABLE>

(1) Assumes a $4,200 premium is paid at the beginning of each Policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.

(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause the 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 VALUE
OF UNITS, CASH 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 CASH VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIVES CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

C-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARI-EXCEPTIONAL LIFE PLUS POLICY

NON-SMOKER AGE 45
SPECIFIED FACE AMOUNT = $250,000
SUM INSURED OPTION 1

GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------ ----------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- -------- --------- --------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 0 3,167 250,000 43 3,385 250,000 262 3,604 250,000
2 9,041 2,886 6,228 250,000 3,521 6,863 250,000 4,183 7,526 250,000
3 13,903 5,840 9,182 250,000 7,093 10,436 250,000 8,454 11,796 250,000
4 19,008 8,813 12,022 250,000 10,890 14,099 250,000 13,237 16,446 250,000
5 24,368 11,941 14,748 250,000 15,049 17,857 250,000 18,708 21,515 250,000
6 29,996 14,952 17,358 250,000 19,303 21,709 250,000 24,639 27,046 250,000
7 35,906 17,833 19,839 250,000 23,643 25,648 250,000 31,070 33,075 250,000
8 42,112 20,578 22,182 250,000 28,065 29,669 250,000 38,047 39,651 250,000
9 48,627 23,173 24,376 250,000 32,560 33,764 250,000 45,621 46,824 250,000
10 55,469 25,605 26,407 250,000 37,121 37,923 250,000 53,850 54,652 250,000
11 62,652 28,268 28,268 250,000 42,145 42,145 250,000 63,206 63,206 250,000
12 70,195 29,951 29,951 250,000 46,426 46,426 250,000 72,567 72,567 250,000
13 78,114 31,445 31,445 250,000 50,762 50,762 250,000 82,829 82,829 250,000
14 86,430 32,744 32,744 250,000 55,154 55,154 250,000 94,102 94,102 250,000
15 95,161 33,837 33,837 250,000 59,597 59,597 250,000 106,509 106,509 250,000
16 104,330 34,697 34,697 250,000 64,077 64,077 250,000 120,185 120,185 250,000
17 113,956 35,303 35,303 250,000 68,583 68,583 250,000 135,292 135,292 250,000
18 124,064 35,617 35,617 250,000 73,094 73,094 250,000 152,014 152,014 250,000
19 134,677 35,596 35,596 250,000 77,583 77,583 250,000 170,570 170,570 250,000
20 145,821 35,194 35,194 250,000 82,028 82,028 250,000 191,228 191,228 250,000
Age 60 95,161 33,837 33,837 250,000 59,597 59,597 250,000 106,509 106,509 250,000
Age 65 145,821 35,194 35,194 250,000 82,028 82,028 250,000 191,228 191,228 250,000
Age 70 210,477 26,069 26,069 250,000 103,101 103,101 250,000 331,546 331,546 384,593
Age 75 292,995 0 0 250,000 119,588 119,588 250,000 555,575 555,575 594,465
</TABLE>

(1) Assumes a $4,200 premium is paid at the beginning of each Policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.

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

C-4
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARI-EXCEPTIONAL LIFE PLUS POLICY

NONSMOKER, AGE 30
SPECIFIED FACE AMOUNT = $75,000
SUM INSURED OPTION 2

CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------ ------------------------------ ----------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- -------- --------- --------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,470 398 1,225 76,225 476 1,303 76,303 554 1,381 76,381
2 3,014 1,602 2,429 77,429 1,835 2,662 77,662 2,078 2,905 77,905
3 4,634 2,788 3,615 78,615 3,255 4,082 79,082 3,761 4,588 79,588
4 6,336 3,987 4,781 79,781 4,770 5,564 80,564 5,651 6,445 81,445
5 8,123 5,231 5,926 80,926 6,414 7,109 82,109 7,800 8,494 83,494
6 9,999 6,456 7,051 82,051 8,125 8,720 83,720 10,160 10,756 85,756
7 11,969 7,659 8,156 83,156 9,904 10,400 85,400 12,754 13,250 88,250
8 14,037 8,842 9,239 84,239 11,755 12,152 87,152 15,605 16,002 91,002
9 16,209 10,003 10,301 85,301 13,678 13,976 88,976 18,740 19,037 94,037
10 18,490 11,142 11,341 86,341 15,678 15,876 90,876 22,186 22,385 97,385
11 20,884 12,358 12,358 87,358 17,855 17,855 92,855 26,077 26,077 101,077
12 23,398 13,353 13,353 88,353 19,915 19,915 94,915 30,148 30,148 105,148
13 26,038 14,325 14,325 89,325 22,060 22,060 97,060 34,639 34,639 109,639
14 28,810 15,274 15,274 90,274 24,293 24,293 99,293 39,591 39,591 114,591
15 31,720 16,200 16,200 91,200 26,616 26,616 101,616 45,055 45,055 120,055
16 34,777 17,101 17,101 92,101 29,033 29,033 104,033 51,080 51,080 126,080
17 37,985 17,977 17,977 92,977 31,548 31,548 106,548 57,727 57,727 132,727
18 41,355 18,829 18,829 93,829 34,164 34,164 109,164 65,059 65,059 140,059
19 44,892 19,655 19,655 94,655 36,884 36,884 111,884 73,147 73,147 148,147
20 48,607 20,454 20,454 95,454 39,711 39,711 114,711 82,069 82,069 157,069
Age 60 97,665 26,592 26,592 101,592 74,542 74,542 149,542 241,065 241,065 323,027
Age 65 132,771 27,813 27,813 102,813 96,812 96,812 171,812 401,674 401,674 490,042
Age 70 177,576 27,042 27,042 102,042 122,383 122,383 197,383 662,522 662,522 768,526
Age 75 234,759 23,259 23,259 98,259 150,706 150,706 225,706 1,087,391 1,087,391 1,163,509
</TABLE>

(1) Assumes a $1,400 premium is paid at the beginning of each Policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.

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

C-5
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARI-EXCEPTIONAL LIFE PLUS POLICY

NON-SMOKER AGE 30
SPECIFIED FACE AMOUNT = $75,000
SUM INSURED OPTION 2

GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------ ------------------------------ ----------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- -------- --------- --------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,470 351 1,178 76,178 427 1,254 76,254 504 1,331 76,331
2 3,014 1,505 2,332 77,332 1,732 2,559 77,559 1,969 2,796 77,796
3 4,634 2,638 3,465 78,465 3,091 3,918 78,918 3,581 4,408 79,408
4 6,336 3,780 4,574 79,574 4,537 5,331 80,331 5,389 6,183 81,183
5 8,123 4,964 5,658 80,658 6,103 6,797 81,797 7,439 8,133 83,133
6 9,999 6,124 6,719 81,719 7,727 8,322 83,322 9,683 10,279 85,279
7 11,969 7,258 7,755 82,755 9,408 9,905 84,905 12,141 12,637 87,637
8 14,037 8,367 8,764 83,764 11,150 11,547 86,547 14,832 15,229 90,229
9 16,209 9,449 9,747 84,747 12,951 13,248 88,248 17,779 18,076 93,076
10 18,490 10,503 10,702 85,702 14,813 15,012 90,012 21,006 21,205 96,205
11 20,884 11,629 11,629 86,629 16,839 16,839 91,839 24,641 24,641 99,641
12 23,398 12,526 12,526 87,526 18,729 18,729 93,729 28,416 28,416 103,416
13 26,038 13,395 13,395 88,395 20,687 20,687 95,687 32,565 32,565 107,565
14 28,810 14,234 14,234 89,234 22,712 22,712 97,712 37,122 37,122 112,122
15 31,720 15,042 15,042 90,042 24,808 24,808 99,808 42,130 42,130 117,130
16 34,777 15,818 15,818 90,818 26,973 26,973 101,973 47,631 47,631 122,631
17 37,985 16,562 16,562 91,562 29,211 29,211 104,211 53,677 53,677 128,677
18 41,355 17,272 17,272 92,272 31,524 31,524 106,524 60,321 60,321 135,321
19 44,892 17,947 17,947 92,947 33,911 33,911 108,911 67,621 67,621 142,621
20 48,607 18,586 18,586 93,586 36,375 36,375 111,375 75,644 75,644 150,644
Age 60 97,665 22,267 22,267 97,267 64,991 64,991 139,991 215,164 215,164 290,164
Age 65 132,771 21,310 21,310 96,310 81,382 81,382 156,382 352,356 352,356 429,875
Age 70 177,576 16,934 16,934 91,934 97,536 97,536 172,536 570,311 570,311 661,561
Age 75 234,759 7,121 7,121 82,121 110,761 110,761 185,761 917,115 917,115 992,115
</TABLE>

(1) Assumes a $1,400 premium is paid at the beginning of each Policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.

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

C-6
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARI-EXCEPTIONAL LIFE PLUS POLICY

NON-SMOKER AGE 45
SPECIFIED FACE AMOUNT = $250,000
SUM INSURED OPTION 3

CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------ ------------------------------ ----------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- -------- --------- --------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 13,818 8,791 12,133 250,000 9,545 12,887 250,000 10,299 13,641 250,000
2 28,327 20,731 24,073 250,000 23,003 26,345 250,000 25,366 28,709 250,000
3 43,561 32,483 35,826 250,000 37,062 40,404 250,000 42,016 45,358 250,000
4 59,557 44,182 47,391 250,000 51,884 55,092 250,000 60,551 63,760 250,000
5 76,353 55,967 58,774 250,000 67,635 70,443 250,000 81,301 84,109 250,000
6 93,989 67,573 69,980 250,000 84,084 86,491 250,000 104,151 106,558 285,574
7 112,506 79,001 81,007 250,000 101,225 103,230 268,399 129,221 131,226 341,189
8 131,950 90,257 91,861 250,000 119,018 120,622 303,967 156,727 158,331 398,995
9 152,365 101,335 102,538 250,193 137,485 138,688 338,398 186,906 188,109 458,987
10 173,801 112,180 112,983 267,769 156,642 157,444 373,143 220,008 220,810 523,320
11 196,309 123,196 123,196 283,350 176,913 176,913 406,899 256,712 256,712 590,437
12 219,943 133,156 133,156 296,938 197,080 197,080 439,489 296,068 296,068 660,231
13 244,758 142,865 142,865 308,589 217,964 217,964 470,803 339,198 339,198 732,668
14 270,814 152,326 152,326 319,885 239,586 239,586 503,131 386,455 386,455 811,556
15 298,173 161,537 161,537 329,536 261,958 261,958 534,395 438,211 438,211 893,950
16 326,899 170,486 170,486 339,268 285,076 285,076 567,301 494,835 494,835 984,722
17 357,062 179,215 179,215 345,884 309,021 309,021 596,410 556,889 556,889 1,074,796
18 388,733 187,709 187,709 352,893 333,791 333,791 627,527 624,830 624,830 1,174,680
19 421,988 195,970 195,970 358,625 359,403 359,403 657,708 699,192 699,192 1,279,521
20 456,905 204,001 204,001 363,121 385,880 385,880 686,867 780,566 780,566 1,389,408
Age 60 298,173 161,537 161,537 329,536 261,958 261,958 534,395 438,211 438,211 893,950
Age 65 456,905 204,001 204,001 363,121 385,880 385,880 686,867 780,566 780,566 1,389,408
Age 70 659,493 240,274 240,274 379,633 530,825 530,825 838,703 1,314,225 1,314,225 2,076,476
Age 75 918,052 270,450 270,450 384,039 698,120 698,120 991,331 2,137,855 2,137,855 3,035,753
</TABLE>

(1) Assumes a $13,160 premium is paid at the beginning of each Policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.

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

C-7
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARI-EXCEPTIONAL LIFE PLUS POLICY

NON-SMOKER AGE 45
SPECIFIED FACE AMOUNT = $250,000
SUM INSURED OPTION 3

GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------ ------------------------------ ----------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- -------- --------- --------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 13,818 8,436 11,778 250,000 9,180 12,522 250,000 9,925 13,267 250,000
2 28,327 19,990 23,332 250,000 22,219 25,562 250,000 24,540 27,882 250,000
3 43,561 31,324 34,666 250,000 35,802 39,144 250,000 40,650 43,992 250,000
4 59,557 42,572 45,781 250,000 50,087 53,295 250,000 58,550 61,759 250,000
5 76,353 53,877 56,685 250,000 65,240 68,048 250,000 78,561 81,368 250,000
6 93,989 64,976 67,382 250,000 81,028 83,435 250,000 100,555 102,962 275,937
7 112,506 75,865 77,871 250,000 97,460 99,465 258,609 124,536 126,541 329,008
8 131,950 86,550 88,154 250,000 114,399 116,003 292,327 150,672 152,277 383,737
9 152,365 97,031 98,234 250,000 131,849 133,052 324,647 179,144 180,347 440,046
10 173,801 107,243 108,045 256,066 149,802 150,604 356,931 210,128 210,930 499,904
11 196,309 117,547 117,547 270,358 168,664 168,664 387,926 244,235 244,235 561,742
12 219,943 126,744 126,744 282,639 187,237 187,237 417,538 280,491 280,491 625,496
13 244,758 135,641 135,641 292,985 206,332 206,332 445,677 319,949 319,949 691,089
14 270,814 144,236 144,236 302,895 225,942 225,942 474,479 362,854 362,854 761,993
15 298,173 152,532 152,532 311,166 246,075 246,075 501,994 409,496 409,496 835,371
16 326,899 160,510 160,510 319,416 266,693 266,693 530,718 460,107 460,107 915,614
17 357,062 168,193 168,193 324,613 287,825 287,825 555,502 515,058 515,058 994,061
18 388,733 175,555 175,555 330,043 309,421 309,421 581,711 574,596 574,596 1,080,241
19 421,988 182,587 182,587 334,135 331,453 331,453 606,559 639,028 639,028 1,169,422
20 456,905 189,292 189,292 336,940 353,906 353,906 629,953 708,703 708,703 1,261,491
Age 60 298,173 152,532 152,532 311,166 246,075 246,075 501,994 409,496 409,496 835,371
Age 65 456,905 189,292 189,292 336,940 353,906 353,906 629,953 708,703 708,703 1,261,491
Age 70 659,493 217,843 217,843 344,192 471,554 471,554 745,055 1,148,558 1,148,558 1,814,722
Age 75 918,052 238,345 238,345 338,450 595,763 595,763 845,984 1,780,928 1,780,928 2,528,918
</TABLE>

(1) Assumes a $13,160 premium is paid at the beginning of each Policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.

(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause the 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 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 GENERAL 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.

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

A separate surrender charge is calculated upon issuance of the Policy and upon
each increase in Face Amount. The maximum surrender charge calculated upon
issuance of the Policy is equal to $8.50 per thousand dollars of the initial
Face Amount plus 30% of the Guideline Annual Premium. The maximum surrender
charge for an increase in Face Amount is $8.50 per thousand dollars of increase,
plus 30% of the Guideline Annual Premium for the increase. The calculation may
be summarized in the following formula:

Maximum surrender charge = (8.5 X Face Amount) + (0.3 X Guideline Annual
Premium)
----------------------------------------------------
1000

In accordance with limitations under state insurance regulations, the amount of
the maximum surrender charges at certain Ages will not exceed a specified amount
per $1,000 of initial Face Amount (or increase in Face Amount) as shown below.

The maximum surrender charge remains level for the first 44 Policy months,
reduces by 1% per month for the next 76 Policy months, and is zero thereafter.
The actual surrender charge imposed may be less than the maximum. The actual
surrender charge imposed will be the lesser of either the maximum surrender
charge or the sum of $8.50 per thousand dollars of Face Amount plus 30% of
premiums paid which are associated with the initial Face Amount or increase, as
applicable.

The Factors used in calculating the maximum surrender charges vary with the
issue Age and Premium Class (Smoker) as indicated in the table below.

MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT

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

0 7.53 41 12.88 14.18
1 7.54 42 13.08 14.46
2 7.66 43 13.30 14.75
3 7.79 44 13.53 15.05
4 7.93 45 13.77 15.37
5 8.08 46 14.03 15.71
6 8.24 47 14.31 16.07
7 8.40 48 14.60 16.45
8 8.57 49 14.91 16.85
9 8.76 50 15.24 17.27
10 8.96 51 15.59 17.72
11 9.16 52 15.97 18.20
12 9.38 53 16.37 18.70
13 9.60 54 16.80 19.23
14 9.83 55 17.25 19.80
15 10.07 56 17.73 20.39
16 10.30 57 18.25 21.01
17 10.53 58 18.80 21.68
18 9.91 10.77 59 19.39 22.38
19 10.06 10.84 60 20.02 23.14
20 10.22 0.92 61 20.70 23.94
</TABLE>

D-1
<PAGE>
<TABLE>
<CAPTION>
Age at Age at
issue or Unisex Unisex issue or Unisex Unisex
increase Nonsmoker Smoker increase Nonsmoker Smoker
- --------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
21 10.39 10.99 62 21.42 24.79
22 10.57 11.08 63 22.20 25.70
23 10.64 11.16 64 23.04 26.66
24 10.71 11.26 65 23.93 27.67
25 10.78 11.36 66 24.88 28.74
26 10.86 11.46 67 25.90 29.87
27 10.95 11.58 68 27.00 31.07
28 11.04 11.70 69 28.18 32.35
29 11.14 11.83 70 29.46 33.73
30 11.24 11.97 71 30.85 35.21
31 11.35 12.12 72 32.33 36.79
32 11.47 12.28 73 33.94 38.48
33 11.59 12.44 74 35.66 40.26
34 11.72 12.62 75 37.50 42.14
35 11.86 12.81 76 39.46 44.11
36 12.01 13.01 77 41.56 45.84
37 12.16 13.22 78 43.82 45.59
38 12.32 13.44 79 44.20 45.31
39 12.50 13.67 80 43.88 45.02
40 12.68 13.92
</TABLE>

EXAMPLES

For the purposes of these examples, assume that a male, Age 45, non-smoker
purchases a $100,000 Policy. In this example the Guideline Annual Premium equals
$1,682.90. His maximum surrender charge at issue is calculated as follows:

<TABLE>
<C> <S> <C>
(1) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)

(2) Deferred Sales Charge $504.87
(30% of Guideline Annual Premium)

Maximum Surrender Charge $1,354.87
</TABLE>

The actual surrender charge is the smaller of the maximum surrender charge and
the following sum:

<TABLE>
<C> <S> <C>
(1) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)

(2) Deferred Sales Charge Varies
(30% of Premiums Paid associated with the initial
face amount)
-------------

Sum of (1)
and (2)
</TABLE>

The maximum surrender charge is $1,354.87. All premiums are associated with the
initial face amount unless the face amount is increased.

D-2
<PAGE>
Example 1:

Assume the Policyowner surrenders the Policy in the tenth Policy month, having
paid total premiums of $1,500. The actual surrender charge would be $1,300. If,
instead of $1,500, he had paid total premiums of $1,682.90 or greater, the
actual surrender charge would be $1,354.87.

Example 2:

Assume the Policyowner surrenders the Policy in the 54th month, having paid
total premiums of $1,500. After the 44th Policy month, the maximum surrender
charge decreases by 1% per month ($13.5487 per month in this example). In this
example the maximum surrender charge would be $1,219.38. The actual surrender
charge is $1,219.38. If instead of $1,500, he had paid total premiums of less
than $1,231.27, the actual surrender charge would be less than $1,219.38.

Example 3:

This example illustrates the calculation of the surrender charge for an
increase. A separate surrender charge is calculated when the Face Amount of the
Policy is increased. Assume our sample Policyowner increases his Face Amount to
$250,000 on the 25th monthly payment date at Age 47. In this example the
Guideline Annual Premium for the increase is $2,681.26.

The maximum surrender charge for the increase is $2,109.49 as calculated below:

<TABLE>
<C> <S> <C>
(1) Deferred Administrative Charge $1,275.00
($8.50/$1,000 of Face Amount)

(2) Deferred Sales Charge $804.38
(30% of Guideline Annual Premium for the increase)

Maximum Surrender Charge $2,079.38
</TABLE>

The actual surrender charge for the increase is the smaller of the maximum
surrender charge for the increase and the following sum:

<TABLE>
<C> <S> <C>
(1) Deferred Administrative Charge $1,275.00

(2) Deferred Sales Charge Varies
(30% of the Policy value, on the effective date of
the increase, associated with the increase)

(3) (30% of Premiums paid associated the increase) Varies
-------------

Sum of (1), (2), and (3)
</TABLE>

To calculate the actual surrender charges, premium and accumulated value must be
allocated between the initial face amount and the increase. This is done as
follows:

(1) Premium is allocated to the initial face amount if it is received before an
application for an increase.

(2) Premium is associated with the base Policy and the increase in proportion to
their respective Guideline Annual Premiums if the premium is received after
an application for an increase. In this example, 39.4% of premium
($1,740.95/$4,422.21) is allocated to the initial face amount and 60.6% of
premium ($2,681.26/$4,422.21) is allocated to the increase.

(3) The Policy Value on the effective date of an increase is also allocated
between the initial Face Amount and the increase in proportion to their
Guideline Annual Premiums. In this example 60.6% ($2,681.26/$4,422.21) of
the Policy Value will be allocated to the increase.

D-3
<PAGE>
Continuing the example, assume that the Policyowner has paid $1,500 of premium
before and $2,000 after the effective date of the increase. Also, assume that
the Policy Value of the Policy on the effective date of the increase is $1,300.
The following values result when the policy is surrendered in the 54th policy
month.

(A) Related to the Initial Face Amount

1. The maximum surrender charge began to decrease in the 44th Policy month
and now equals $1,219.38.

2. The actual surrender charge is the lesser of $1,219.38 and the following
sum.

<TABLE>
<C> <S> <C>
(a) Deferred Administrative Charge $850.00

(b) 30% of premium paid before the increase $450.00

$1,536.40
</TABLE>

The actual surrender charge for the initial Face Amount is thus $1,219.38.

(B) Related to the Increase in Face Amount

1. The maximum surrender charge is $2,079.38, decreasing by 1% per month
beginning in the 68th Policy month (44 months after the effective date of
the increase).

2. The actual surrender charge is the lesser of $2,079.38 and the following
sum.

<TABLE>
<C> <S> <C>
(a) Deferred Administrative Charge $1,275.00

(b) 18.18% (.30 X .606) of the $1,300 Policy value on $236.34
the effective date of the increase

$1,874.94
</TABLE>

The surrender charge for the increase in Face Amount is $1,874.94. The total
surrender charge on the Policy is the sum of the surrender charge for the
initial Face Amount plus the surrender charge for the increase. The total
surrender charge is therefore $3,094.32 (the sum of $1,219.38 + $1,874.94).

Example 4:

This example illustrates the calculation of the charges on partial withdrawal
and their impact on the surrender charge(s). In addition to the facts in Example
3, assume that a $1,000 partial withdrawal is made in the 36th Policy month.
Assume that the Policy Value on the date of the partial withdrawal request was
$1,500. The partial withdrawal charge is $42.50 (10% of Policy Value, $150 in
this example, may be withdrawn at no charge other than the transaction charge.
The balance of $850 is assessed a charge of 5%.) A transaction charge of $20
(equal to the lesser of $25 or 2% of the amount withdrawn) would also be
assessed.

The maximum and actual surrender charges for the increase are reduced by the
partial withdrawal charge of $42.50 (but not the transaction charge of $20).
When the Policyowner surrenders the Policy in the 54th Policy month, the maximum
surrender charge for the increase is $2,036.88 (the difference of $2,079.38
- -$42.50) and the actual surrender charge for the increase is $1,932.44 (the
difference of $1,874.94 - $42.50).

The total surrender charge on the Policy is $3,051.82 (the sum of $1,219.38 +
$1,832.44).

D-4