SEPARATE ACCOUNT VA-K OF ALLMERICAN FN LF INS & AN CO
N-4, 1999-06-22
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<PAGE>

                                                              File Nos.________
                                                                       811-6293

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              Initial Registration

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 31

                            SEPARATE ACCOUNT VA-K OF
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                           (Exact Name of Registrant)

                     ALLMERICA FINANCIAL LIFE INSURANCE AND
                                 ANNUITY COMPANY
                               (Name of Depositor)

                               440 Lincoln Street
                               Worcester, MA 01653
              (Address of Depositor's Principal Executive Offices)

                                 (508) 855-1000
              (Depositor's Telephone Number, including Area Code)

                   Abigail M. Armstrong, Secretary and Counsel
             Allmerica Financial Life Insurance and Annuity Company
                               440 Lincoln Street
                               Worcester, MA 01653
               (Name and Address of Agent for Service of Process)

             It is proposed that this filing will become effective:

               immediately upon filing pursuant to Paragraph (b) of Rule 485
         ---
               on (date) pursuant to Paragraph (b) of Rule 485
         ---
               60 days after filing pursuant to Paragraph (a) (1) of Rule 485
         ---
               on (date) pursuant to Paragraph (a) (1) of Rule 485
         ---
               this post-effective amendment designates a new effective date for
         ---   a previously filed post-effective amendment

                            VARIABLE ANNUITY POLICIES

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

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

<PAGE>

Registrant is making this filing in order to register a new flexible payment
variable annuity contract, which is the purpose of this initial Registration
Statement under the Securities Act of 1933 and amendment under the Investment
Company Act of 1940. Registrant does not intend this filing to delete or
amend any currently effective prospectus, statement of additional
information, or supplements thereto, contained in any other registration
statement of the Registrant under the Securities Act of 1933.

CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF ITEMS CALLED FOR BY
FORM N-4

<TABLE>
<CAPTION>
<S>                         <C>
FORM N-4 ITEM NO.           CAPTION IN PROSPECTUS

1...........................Cover Page

2...........................Special Terms

3...........................Summary of Fees and Expenses; Summary of Contract Features

4...........................Condensed Financial Information;  Performance Information

5...........................Description of the Company, the Variable Account and Delaware
                            Group Premium Fund, Inc.

6...........................Charges and Deductions

7...........................Description of the Contract -- The Accumulation Phase

8...........................Electing the Annuity Date;   Description of Annuity Payout
                            Options;  Annuity Benefit Payments

9...........................Death Benefit

10..........................Payments;  Computation of Values;   Distribution

11..........................Surrender;  Withdrawals;  Charge for  Surrender and Withdrawal;
                            Withdrawal Without Surrender Charge;  Texas Optional Retirement Program

12..........................Federal Tax Considerations

13..........................Legal Matters

14..........................Statement of Additional Information - Table of Contents


FORM N-4 ITEM NO.           CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- -----------------           ----------------------------------------------
15..........................Cover Page

16..........................Table of Contents

<PAGE>

17..........................General Information and History

18..........................Services

19..........................Underwriters

20..........................Underwriters

21..........................Performance Information

22..........................Annuity Benefit Payments

23..........................Financial Statements
</TABLE>
<PAGE>
                      ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                                     WORCESTER, MASSACHUSETTS

   PLEASE READ THIS     This Prospectus provides important information about
 PROSPECTUS CAREFULLY   the Delaware Golden Medallion variable annuity
 BEFORE INVESTING AND   contract issued by Allmerica Financial Life Insurance
  KEEP IT FOR FUTURE    and Annuity Company in all jurisdictions except New
        REFERENCE.      York. The contract is a flexible payment tax- deferred
  ANNUITIES INVOLVE     combination variable and fixed annuity offered on
   RISKS INCLUDING      both a group and individual basis.
   POSSIBLE LOSS OF     The Variable Account, known as Separate Account VA-K
      PRINCIPAL.        is subdivided into Sub- Accounts, each investing
                        exclusively in shares of one of the following series:

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

                          The Fixed Account is part of the Company's General
                          Account and pays an interest rate guaranteed for
                          one year from the time a payment is received. The
                          Guarantee Period Accounts offer fixed rates of
                          interest for specified periods ranging from 2 to
                          10 years. A Market Value Adjustment is applied to
                          payments removed from a Guarantee Period Account
                          before the end of the specified period. The Market
                          Value Adjustment may be positive or negative.
    THIS ANNUITY IS       Payments allocated to a Guarantee Period Account
        NOT:              are held in the Company's Separate Account GPA
 - A BANK DEPOSIT;        (except in California where they are allocated to
 - FEDERALLY INSURED      the General Account.)
   OR                     A Statement of Additional Information dated      ,
 - ENDORSED BY ANY        1999 containing more information about this
   BANK OR                annuity is on file with the Securities and
   GOVERNMENTAL           Exchange Commission and is incorporated by
   AGENCY.                reference into this Prospectus. A copy may be
                          obtained free of charge by calling Annuity Client
                          Services at 1-800-533-2124. The Table of Contents
                          of the Statement of Additional Information is
                          listed on page 3 of this Prospectus. This
                          Prospectus and the Statement of Additional
                          Information can also be obtained from the
                          Securities and Exchange Commission's website
                          (http://www.sec.gov).

                          THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
                          APPROVED OR DISAPPROVED THESE SECURITIES OR
                          DETERMINED THAT THE INFORMATION IS TRUTHFUL OR
                          COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
                          CRIMINAL OFFENSE.

                                        DATED          , 1999
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
 <S>                                                            <C>
 SPECIAL TERMS...............................................    4
 SUMMARY OF FEES AND EXPENSES................................    6
 SUMMARY OF CONTRACT FEATURES................................   11
 PERFORMANCE INFORMATION.....................................
 DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND
  DELAWARE GROUP PREMIUM FUND, INC...........................   16
 INVESTMENT OBJECTIVES AND POLICIES..........................   17
 INVESTMENT ADVISORY SERVICES................................   18
 DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE.......   19
   A.  Payments..............................................   19
   B.  Payment Credits.......................................   20
   C.  Computation of Values.................................   20
         The Accumulation Unit...............................   20
         Net Investment Factor...............................   20
   D.  Right to Cancel.......................................   21
   E.  Transfer Privilege....................................   21
         Automatic Transfers (Dollar Cost Averaging).........   22
         Automatic Account Rebalancing.......................   22
   F.  Surrender and Withdrawals.............................   23
         Systematic Withdrawals..............................   24
         Withdrawal Without Surrender Charge.................   24
         Life Expectancy Distributions.......................   25
         Systematic Level Free of Surrender Charge Withdrawal
         Program.............................................   25
   G.  Death Benefit.........................................   25
         Standard Death Benefit..............................   26
         Optional Enhanced Death Benefit Rider...............   26
         Payment of the Death Benefit Prior to the Annuity
         Date................................................   27
   H.  The Spouse of the Owner as Beneficiary................   28
   I.  Optional Minimum Guaranteed Annuity Payout (M-GAP)
     Rider...................................................   28
   J.  Assignment............................................   30
 ANNUITIZATION -- THE PAYOUT PHASE...........................   30
   A.  Electing the Annuity Date.............................   31
   B.  Choosing the Annuity Payout Option....................   31
   C.  Description of Variable Annuity Payout Options........   32
   D.  Variable Annuity Benefit Payments.....................   33
         The Annuity Unit....................................   33
         Determination of the First Annuity Benefit
         Payment.............................................   33
         Determination of the Number of Annuity Units........   33
         Dollar Amount of Subsequent Variable Annuity Benefit
         Payments............................................   34
         Payment of Annuity Benefit Payments.................   34
   E.  Transfers of Annuity Units............................   34
   F.  Withdrawals After the Annuity Date....................   34
         Payment Withdrawal Amount Option....................   35
         Present Value Withdrawal Option.....................   35
         Present Value Determination.........................   36
   G.  Optional Annuitization Riders.........................   36
         Minimum Annuitization Floor ("MAF") Rider...........   36
         Annuitization Payment Ratchet ("APR") Rider.........   36
   H.  Reversal of Annuitization.............................   37
   I.  NORRIS Decision.......................................   37
 CHARGES AND DEDUCTIONS......................................   38
   A.  Variable Account Deductions...........................   38
         Mortality and Expense Risk Charge...................   38
</TABLE>

                                       2
<PAGE>
<TABLE>
 <S>                                                            <C>
         Administrative Expense Charge.......................   38
         Other Charges.......................................   38
   B.  Contract Fee..........................................   39
   C.  Optional Rider Charges................................   39
   D.  Premium Taxes.........................................   39
   E.  Surrender Charge......................................   40
         Calculation of Surrender Charge.....................   40
         Reduction or Elimination of Surrender Charge and
         Additional Amounts Credited.........................   41
   F.  Transfer Charge.......................................   42
 GUARANTEE PERIOD ACCOUNTS...................................   43
 FEDERAL TAX CONSIDERATIONS..................................   44
   A.  General...............................................   45
         The Company.........................................   45
         Diversification Requirements........................   45
         Investor Control....................................   45
   B.  Qualified and Non-Qualified Contracts.................   46
   C.  Taxation of the Contract in General...................   46
         Withdrawals Prior to Annuitization..................   46
         Annuity Payouts After Annuitization.................   46
         Penalty on Distribution.............................   47
         Assignments or Transfers............................   47
         Nonnatural Owners...................................   47
         Deferred Compensation Plans of State and Local
         Government and Tax-Exempt Organizations.............   47
   D.  Tax Withholding.......................................   48
   E.  Provisions Applicable to Qualified Employer Plans.....   48
         Corporate and Self-Employed Pension and Profit
         Sharing Plans.......................................   48
         Individual Retirement Annuities.....................   48
         Tax-Sheltered Annuities.............................   48
         Texas Optional Retirement Program...................   49
 STATEMENTS AND REPORTS......................................   49
 ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS...........   49
 CHANGES TO COMPLY WITH LAW AND AMENDMENTS...................   50
 VOTING RIGHTS...............................................   50
 DISTRIBUTION................................................   51
 LEGAL MATTERS...............................................   51
 YEAR 2000 COMPLIANCE........................................   51
 FURTHER INFORMATION.........................................   52
 APPENDIX A - MORE INFORMATION ABOUT THE FIXED ACCOUNT.......   A-1
 APPENDIX B - PERFORMANCE TABLES.............................   B-1
 APPENDIX C - SURRENDER CHARGES AND THE MARKET VALUE
  ADJUSTMENT.................................................   C-1
 APPENDIX D - CONDENSED FINANCIAL INFORMATION................   D-1
                STATEMENT OF ADDITIONAL INFORMATION
                         TABLE OF CONTENTS
 GENERAL INFORMATION AND HISTORY.............................
 TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT AND THE
  COMPANY....................................................
 SERVICES....................................................
 UNDERWRITERS................................................
 ANNUITY BENEFIT PAYMENTS....................................
 PERFORMANCE INFORMATION.....................................
 TAX-DEFERRED ACCUMULATION...................................
 FINANCIAL STATEMENTS........................................
</TABLE>

                                       3
<PAGE>
                                 SPECIAL TERMS

ACCUMULATED VALUE: the total dollar amount of all values in the Sub-Accounts,
the Fixed Account and the Guarantee Period Accounts credited to the Contract on
any day before the Annuity Date. The Accumulated Value includes all Payment
Credits applied to the Contract.

ACCUMULATION UNIT: a measure used to calculate the value of a Sub-Account before
annuity benefit payments begin.

ANNUITANT: the person designated in the Contract whose life is used to determine
the duration of annuity benefit payments involving a life contingency. Joint
Annuitants are permitted and, unless otherwise indicated, any reference to
Annuitant shall include Joint Annuitants.

ANNUITY BENEFIT PAYMENT CHANGE FREQUENCY: the frequency (monthly, quarterly,
semi-annually or annually) that changes due to investment performance will be
reflected in the dollar value of an annuity benefit payment under a variable
annuity option.

ANNUITY DATE: the date specified in the Contract or a date elected later by the
Owner to begin annuity benefit payments. This date must be at least two years
after the issue date and may not be later than the Owner's (or youngest Joint
Owner's) 99th birthday.

ANNUITY UNIT: a measure used to calculate annuity benefit payments under a
variable payout option.

COMPANY: unless otherwise specified, any reference to the "Company" shall refer
exclusively to Allmerica Financial Life Insurance and Annuity Company.

CONTRACT YEAR: a period of twelve consecutive months starting on the Contract's
issue date or on any anniversary of the issue date.

FIXED ACCOUNT: an investment option under the Contract that guarantees principal
and a fixed minimum interest rate and which is part of the Company's General
Account.

FIXED ANNUITY PAYOUT: an annuity payout option with annuity benefit payments
that are fixed in amount and guaranteed throughout the annuity benefit payment
period.

GENERAL ACCOUNT: all the assets of the Company other than those held in a
separate account.

GROSS PAYMENT BASE: the total of all payments invested in the Contract, less any
withdrawals which exceed the Withdrawal Without Surrender Charge amount.

GUARANTEE PERIOD: the number of years that a Guaranteed Interest Rate is
credited.

GUARANTEE PERIOD ACCOUNT: an account that corresponds to a Guaranteed Interest
Rate for a specified Guarantee Period.

GUARANTEED INTEREST RATE: the annual effective rate of interest, after daily
compounding, credited to a Guarantee Period Account.

ISSUE DATE: the date the Contract is issued and the date that is used to
determine Contract days, Contract months, Contract years and anniversaries.

                                       4
<PAGE>
MARKET VALUE ADJUSTMENT: a positive or negative adjustment assessed if any
portion of a Guarantee Period Account is withdrawn or transferred prior to the
end of its Guarantee Period.

OWNER (OR YOU): the person, persons (Joint Owners) or entity entitled to
exercise the rights and privileges under this Contract. Unless otherwise
indicated, any reference to Owner shall include Joint Owners.

PAYMENT CREDIT: an amount added to the Contract by the Company when a payment is
made to the Contract. The amount will be a specified percentage of the payment.

SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a corresponding series of Delaware Group Premium Fund, Inc.

SURRENDER VALUE: the Accumulated Value of the Contract on full surrender after
application of any applicable Contract fee, surrender charge, rider charges and
Market Value Adjustment.

UNDERLYING FUND (OR FUNDS): one of the series of Delaware Group Premium Fund,
Inc.

VALUATION DATE: a day on which the net asset value of the shares of any of the
Underlying Funds is determined and unit values of the Sub-Accounts are
determined. Valuation Dates currently 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, withdrawal or surrender of a Contract was received)
when there is a sufficient degree of trading in an Underlying Fund's portfolio
securities such that the current unit value of the Sub-Accounts may be affected
materially.

VARIABLE ACCOUNT: Separate Account VA-K, one of the Company's separate accounts,
consisting of assets segregated from other assets of the Company. The investment
performance of the assets of the Variable Account is determined separately from
the other assets of the Company and the assets are not chargeable with
liabilities arising out of any other business which the Company may conduct.

VARIABLE ANNUITY PAYOUT: an annuity payout option providing for payments varying
in amount in accordance with the investment experience of certain of the
Underlying Funds.

                                       5
<PAGE>
                          SUMMARY OF FEES AND EXPENSES

There are certain fees and expenses that you will incur directly or indirectly
under the Delaware Golden Medallion Contract. The purpose of the following
tables is to help you understand these various charges. The tables show (1)
charges under the Contract, (2) annual expenses of the Sub-Accounts, and (3)
annual expenses of the Underlying Funds during the accumulation phase. In
addition to the charges and expenses described below, premium taxes are
applicable in some states and are deducted as described under "D. Premium
Taxes."

<TABLE>
<CAPTION>
                                                                 COMPLETE YEARS
                                                                  FROM DATE OF
(1) CONTRACT CHARGES:                                                PAYMENT        CHARGE
                                                                 ---------------  -----------

<S>                                                              <C>              <C>
                                                                      0 - 4          8.5%
                                                                   More than 4       7.5%
                                                                   More than 5       6.5%
                                                                   More than 6       5.5%
                                                                   More than 7       3.5%
                                                                   More than 8       1.5%
                                                                   More than 9         0
SURRENDER CHARGE:*
  This charge may be assessed upon surrender, withdrawals or
  reversal of annuitization. The charge is a percentage of
  payments applied to the amount surrendered (in excess of any
  amount that is free of surrender charge) within the indicated
  time period.

TRANSFER CHARGE:                                                                     None
  The Company currently does not charge for processing
  transfers and guarantees that the first 12 transfers in a
  Contract year will not be subject to a transfer charge. For
  each subsequent transfer, the Company reserves the right to
  assess a charge, guaranteed never to exceed $25, to reimburse
  the Company for the costs of processing the transfer.

WITHDRAWAL CHARGE AFTER THE ANNUITY DATE:
  If you select either the Payment for a Certain Number of
  Years, Single Life with Payment for a Certain Number of Years
  or Life with Cash Back annuity benefit option, you may
  request withdrawals which represent a percentage of the
  Present Value of the remaining guaranteed annuity payments.
  See "F. Withdrawals After the Annuity Date" for additional
  information. The interest rate used to determine the Present
  Value is adjusted in the following manner:
  Within 5 years of Issue Date:
    15 or more years of annuity payments being valued     1.00%
    10-14 years of annuity payments being valued          1.50%
    Less than 10 years of annuity payments being valued   2.00%
    The adjustment to the interest rate used to determine the
  Present Value results in lower future annuity payments than
  if the adjustment had not been made.

ANNUAL CONTRACT FEE:                                                                 $35**
The fee is deducted annually and upon surrender prior to the
Annuity Date when Accumulated Value is less than $75,000. The
fee is waived for Contracts issued to and maintained by the
trustee of a 401(k) plan.
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                                              <C>
OPTIONAL RIDER CHARGES:
  If rider 1, 2, 3, 4, or 5 is elected, 1/12th of the annual
  charge is deducted pro rata on a monthly basis at the end of
  each Contract month and at termination of the Rider. The
  charge for these riders on an annual basis as a percentage of
  Accumulated Value is:
    1. Minimum Guaranteed Annuity Payout Rider with a ten-year      0.35%
       waiting period:
    2. Minimum Guaranteed Annuity Payout Rider with a               0.20%
       fifteen-year waiting period:
    3. Enhanced Death Benefit With Annual Step-Up:                  0.15%
    4. 5% Enhanced Death Benefit With Annual Step-Up:               0.25%
    5. 7% Enhanced Death Benefit With Annual Step-Up:               0.35%
</TABLE>

* From time to time, the Company may reduce or eliminate the surrender charge,
the period during which it applies, or both, and/or credit additional amounts on
Contracts when Contracts are sold to individuals or groups in a manner that
reduces sales expenses or where the Owner and Annuitant on the date of issue is
within certain classes of eligible individuals. For more information see
"Reduction or Elimination of Surrender Charge and Additional Amounts Credited"
under "E. Surrender Charge."

**The fee may be lower in some jurisdictions. See Contract Specifications for
specific charge.

<TABLE>
<S>                                                              <C>
(2) ANNUAL SUB-ACCOUNT EXPENSES:
(on an annual basis as a percentage of average daily net
assets)
Mortality and Expense Risk Charge:                                  1.25%
Administrative Expense Charge:                                      0.15%
                                                                 -----------
Total Asset Charges:                                                1.40%
</TABLE>

(3) ANNUAL FUND EXPENSES:  The following table shows the expenses of the
Underlying Funds as a percentage of average net asset for the year ended
December 31, 1998 (restated, if necessary, to reflect changes in expense
limitations effective May 1, 1999). For more information concerning fees and
expenses, see the prospectus of the Underlying Funds.

<TABLE>
<CAPTION>
                                                      MANAGEMENT
                                                         FEE                                            TOTAL FUND
                                                      (AFTER ANY        OTHER EXPENSES (AFTER      EXPENSES (AFTER ANY
FUND                                              VOLUNTARY WAIVERS)     ANY REIMBURSEMENTS)     WAIVERS/REIMBURSEMENTS)
- -----------------------------------------------  --------------------  -----------------------  --------------------------
<S>                                              <C>                   <C>                      <C>
Growth & Income Series.........................           0.60%                   0.11%                    0.71%(2)
Devon Series...................................           0.65%                   0.06%                    0.71%(2)
DelCap Series..................................           0.74%                   0.11%                    0.85%(1)(2)
Aggressive Growth Series(@)....................           0.68%                   0.17%                    0.85%(1)(2)
Social Awareness Series........................           0.71%                   0.14%                    0.85%(1)(2)
REIT Series(@).................................           0.58%                   0.27%                    0.85%(1)(2)
Small Cap Value Series.........................           0.75%                   0.10%                    0.85%(2)
Trend Series...................................           0.75%                   0.10%                    0.85%(2)
International Equity Series....................           0.82%                   0.13%                    0.95%(1)(2)
Emerging Markets Series........................           1.08%                   0.42%                    1.50%(1)(2)
Delaware Balanced Series.......................           0.65%                   0.10%                    0.75%(2)
Convertible Securities Series..................           0.75%                   0.07%                    0.82%(2)
Delchester Series..............................           0.65%                   0.10%                    0.75%(2)
Capital Reserves Series........................           0.50%                   0.19%                    0.69%(2)
Strategic Income Series........................           0.64%                   0.16%                    0.80%(1)(2)
Cash Reserve Series............................           0.45%                   0.09%                    0.54%(2)
Global Bond Series.............................           0.68%                   0.17%                    0.85%(1)(2)
</TABLE>

                                       7
<PAGE>
(@) The Aggressive Growth Series had not commenced operations as of December 31,
1998. Expenses shown are based on estimated and annualized amounts. Actual
expenses may be greater or less than shown. The REIT Series commenced operations
on May 1, 1998. Expenses shown are based on annualized amounts.

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

(2) The investment adviser for the Growth & Income Series (formerly known as
"Decatur Total Return Series"), Devon Series, DelCap Series, Aggressive Growth
Series, Social Awareness Series, REIT Series, Small Cap Value Series, Trend
Series, Delaware Balanced Series (formerly known as "Delaware Series"),
Convertible Securities Series, Delchester Series, Capital Reserves Series,
Strategic Income Series, and Cash Reserve Series is Delaware Management Company,
Inc. ("Delaware Management"). The investment adviser for the International
Equity Series, Emerging Markets Series and the Global Bond Series is Delaware
International Advisers Ltd. ("Delaware International"). Effective May 1, 1999
through October 31, 1999, the investment advisers for the Series of DGPF have
agreed voluntarily to waive their management fees and reimburse each Series for
expenses to the extent that total expenses will not exceed 1.50% for the
Emerging Markets Series; 0.95% for the International Equity Series; 0.85% for
DelCap Series, Aggressive Growth Series, Social Awareness Series, REIT Series,
Small Cap Value Series, Trend Series, Convertible Securities Series and Global
Bond Series and 0.80% for all other Series. The fee ratios shown above have been
restated, if necessary, to reflect the new voluntary limitations which took
effect on May 1, 1999. The declaration of a voluntary expense limitation does
not bind the investment advisers to declare future expense limitations with
respect to these Funds. Pursuant to a vote of the Fund's shareholders on March
17, 1999, a new management fee structure based on average daily net assets was
approved. The above ratios have been restated to reflect the new management fee
structure which took effect on May 1, 1999.

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

EXPENSE EXAMPLES:  The following examples demonstrate the cumulative expenses
which an Owner would pay at 1-year, 3-year, 5-year, and 10-year intervals under
certain contingencies. Each example assumes a $1,000 investment in a Sub-Account
and a 5% annual return on assets. Pursuant to the rules of the Securities and
Exchange Commission ("SEC"), the Contract fee has been reflected in the examples
by a method intended to show the "average" impact of the Contract fee on an
investment in the Variable Account. The total Contract fees collected under the
Contract by the Company are divided by the total average net assets attributable
to the Contract. The resulting percentage is 0.03%, and the amount of the
Contract fee is assumed to be $0.30 in the examples. The Contract fee is
deducted only when the Accumulated Value is less than $75,000. Lower costs apply
to Contracts issued and maintained as part of a 401(k) plan. Because the
expenses of the Underlying Funds differ, separate examples are used to
illustrate the expenses incurred by an Owner on an investment in the various
Sub-Accounts.

                                       8
<PAGE>
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OF LESSER THAN THOSE SHOWN.

(1)(a) If, at the end of the applicable time period, you surrender your
Contract, you would have paid the following expenses on a $1,000 investment,
assuming a 5% annual return on assets, and no Riders.

<TABLE>
<CAPTION>
FUND                                                                             1 YEAR       3 YEARS      5 YEARS     10 YEARS
- -----------------------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                                            <C>          <C>          <C>          <C>
Growth & Income Series.......................................................   $      96    $     145    $     187    $     244
Devon Series.................................................................   $      96    $     145    $     187    $     244
DelCap Series................................................................   $      97    $     149    $     193    $     258
Aggressive Growth Series.....................................................   $      97    $     149    $     193    $     258
Social Awareness Series......................................................   $      97    $     149    $     193    $     258
REIT Series..................................................................   $      97    $     149    $     193    $     258
Small Cap Value Series.......................................................   $      97    $     149    $     193    $     258
Trend Series.................................................................   $      97    $     149    $     193    $     258
International Equity Series..................................................   $      98    $     151    $     198    $     268
Emerging Markets Series......................................................   $     103    $     167    $     223    $     322
Delaware Balanced Series.....................................................   $      96    $     146    $     189    $     248
Convertible Securities Series................................................   $      97    $     148    $     192    $     255
Delchester Series............................................................   $      96    $     146    $     189    $     248
Capital Reserves Series......................................................   $      96    $     144    $     186    $     242
Strategic Income Series......................................................   $      97    $     147    $     191    $     253
Cash Reserve Series..........................................................   $      94    $     140    $     179    $     226
Global Bond Series...........................................................   $      97    $     149    $     193    $     258
</TABLE>

(1)(b) If, at the end of the applicable time period, you surrender your
Contract, you would have paid the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and election at issue of the Minimum
Guaranteed Annuity Payout Rider with a ten-year waiting period, and the 7%
Enhanced Death Benefit Rider With Annual Step-Up.

<TABLE>
<CAPTION>
FUND                                                                             1 YEAR       3 YEARS      5 YEARS     10 YEARS
- -----------------------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                                            <C>          <C>          <C>          <C>
Growth & Income Series.......................................................   $     102    $     164    $     219    $     313
Devon Series.................................................................   $     102    $     164    $     219    $     313
DelCap Series................................................................   $     104    $     168    $     226    $     327
Aggressive Growth Series.....................................................   $     104    $     168    $     226    $     327
Social Awareness Series......................................................   $     104    $     168    $     226    $     327
REIT Series..................................................................   $     104    $     168    $     226    $     327
Small Cap Value Series.......................................................   $     104    $     168    $     226    $     327
Trend Series.................................................................   $     104    $     168    $     226    $     327
International Equity Series..................................................   $     104    $     171    $     230    $     336
Emerging Markets Series......................................................   $     110    $     186    $     255    $     386
Delaware Balanced Series.....................................................   $     103    $     165    $     221    $     317
Convertible Securities Series................................................   $     103    $     167    $     224    $     324
Delchester Series............................................................   $     103    $     165    $     221    $     317
Capital Reserves Series......................................................   $     102    $     164    $     218    $     311
Strategic Income Series......................................................   $     103    $     167    $     223    $     322
Cash Reserve Series..........................................................   $     101    $     159    $     211    $     297
Global Bond Series...........................................................   $     104    $     168    $     226    $     327
</TABLE>

                                       9
<PAGE>
(2)(a) If, at the end of the applicable time period, you do not surrender your
Contract or you annuitize,* you would have paid the following expenses on a
$1,000 investment, assuming a 5% annual return on assets and no Riders.

<TABLE>
<CAPTION>
FUND                                                                             1 YEAR       3 YEARS      5 YEARS     10 YEARS
- -----------------------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                                            <C>          <C>          <C>          <C>
Growth & Income Series.......................................................   $      21    $      66    $     113    $     244
Devon Series.................................................................   $      21    $      66    $     113    $     244
DelCap Series................................................................   $      23    $      70    $     120    $     258
Aggressive Growth Series.....................................................   $      23    $      70    $     120    $     258
Social Awareness Series......................................................   $      23    $      70    $     120    $     258
REIT Series..................................................................   $      23    $      70    $     120    $     258
Small Cap Value Series.......................................................   $      23    $      70    $     120    $     258
Trend Series.................................................................   $      23    $      70    $     120    $     258
International Equity Series..................................................   $      24    $      73    $     125    $     268
Emerging Markets Series......................................................   $      29    $      90    $     153    $     322
Delaware Balanced Series.....................................................   $      22    $      67    $     115    $     248
Convertible Securities Series................................................   $      23    $      69    $     119    $     255
Delchester Series............................................................   $      22    $      67    $     115    $     248
Capital Reserves Series......................................................   $      21    $      65    $     112    $     242
Strategic Income Series......................................................   $      22    $      69    $     118    $     253
Cash Reserve Series..........................................................   $      20    $      61    $     105    $     226
Global Bond Series...........................................................   $      23    $      70    $     120    $     258
</TABLE>

2)(b) If, at the end of the applicable time period, you do not surrender your
Contract or you annuitize,* you would pay the following expenses on a $1,000
investment, assuming an annual 5% return on assets and election at issue of the
Minimum Guaranteed Annuity Payout Rider with a ten-year waiting period and the
7% Enhanced Death Benefit Rider With Annual Step-Up.

<TABLE>
<CAPTION>
FUND                                                                             1 YEAR       3 YEARS      5 YEARS     10 YEARS
- -----------------------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                                            <C>          <C>          <C>          <C>
Growth & Income Series.......................................................   $      28    $      87    $     148    $     313
Devon Series.................................................................   $      28    $      87    $     148    $     313
DelCap Series................................................................   $      30    $      91    $     155    $     327
Aggressive Growth Series.....................................................   $      30    $      91    $     155    $     327
Social Awareness Series......................................................   $      30    $      91    $     155    $     327
REIT Series..................................................................   $      30    $      91    $     155    $     327
Small Cap Value Series.......................................................   $      30    $      91    $     155    $     327
Trend Series.................................................................   $      30    $      91    $     155    $     327
International Equity Series..................................................   $      31    $      94    $     160    $     336
Emerging Markets Series......................................................   $      36    $     110    $     187    $     386
Delaware Balanced Series.....................................................   $      29    $      88    $     150    $     317
Convertible Securities Series................................................   $      30    $      90    $     154    $     324
Delchester Series............................................................   $      29    $      88    $     150    $     317
Capital Reserves Series......................................................   $      28    $      86    $     147    $     311
Strategic Income Series......................................................   $      29    $      90    $     153    $     322
Cash Reserve Series..........................................................   $      27    $      82    $     140    $     297
Global Bond Series...........................................................   $      30    $      91    $     155    $     327
</TABLE>

* The Contract fee is not deducted after annuitization. No surrender charges are
deducted at or after annuitization under any of the available annuity options.

                                       10
<PAGE>
                          SUMMARY OF CONTRACT FEATURES

WHAT IS THE DELAWARE GOLDEN MEDALLION VARIABLE ANNUITY?

The Delaware Golden Medallion variable annuity contract ("Contract") is an
insurance contract designed to help you accumulate assets for your retirement or
other important financial goals on a tax-deferred basis. The Contract combines
the concept of professional money management with the attributes of an annuity
contract. Features available through the Contract include:

- - A customized investment portfolio;

- - 1 Fixed Account;

- - 9 Guarantee Period Accounts;

- - A Payment Credit equal to 5% of your payment, added to the Contract's
  Accumulated Value as soon as your payment is applied;

- - Experienced professional investment advisers;

- - Tax deferral on earnings;

- - Guarantees that can protect your family;

- - Withdrawals during the accumulation and annuitization phases;

- - Income that you can receive for life;

- - Issue age up to the 85th birthday of the oldest person among the Owner(s) and
  the Annuitant(s).

The Contract has two phases: an accumulation phase and, if you choose to
annuitize, an annuity payout phase (described below). During the accumulation
phase, you may allocate your initial payment and any additional payments you
choose to make among the Sub-Accounts investing in series of the Delaware Group
Premium Fund, Inc. ("DGPF"), to the Guarantee Period Accounts, and to the Fixed
Account. You select the investment options most appropriate for your investment
needs. As those needs change, you may also change your allocation without
incurring any tax consequences. Your Contract's Accumulated Value is based on
the investment performance of the Underlying Funds and any accumulations in the
Guarantee Period and Fixed Accounts. You do not pay taxes on any earnings under
the Contract until you withdraw money. In addition, during the accumulation
phase, your beneficiaries receive certain protections in the event of your
death. See discussion below "WHAT HAPPENS UPON MY DEATH DURING THE ACCUMULATION
PHASE?"

WHAT HAPPENS UPON MY DEATH DURING THE ACCUMULATION PHASE?

If you or a Joint Owner dies before the Annuity Date, a standard death benefit
will be paid to the beneficiary. (No death benefit is payable at the death of
any Annuitant except when the Owner is not a natural person.) Three optional
Enhanced Death Benefit Riders are also available at issue for a separate monthly
charge. See "G. Death Benefit" under "DESCRIPTION OF THE CONTRACT -- THE
ACCUMULATION PHASE."

WHAT HAPPENS IN THE ANNUITY PAYOUT PHASE?

During the annuity payout phase, you, or the payee you designate, can receive
income based on one of the numerous annuity payout options available under the
Contract. You choose:

- - the annuity payout option;

                                       11
<PAGE>
- - the date annuity benefit payments begin;

- - whether you want variable annuity benefit payments based on the investment
  performance of the Underlying Funds, fixed-amount annuity benefit payments
  with payment amounts guaranteed by the Company, or a combination of
  fixed-amount and variable annuity benefit payments;

- - whether you want certain protections provided under optional annuitization
  riders.

You may also take a withdrawal every year during the annuity payout phase (two
withdrawals annually if you choose an option other than a life annuity). In
addition, if you choose a variable option, you may transfer among the available
Sub-Accounts.

M-GAP RIDER.  The Minimum Guaranteed Annuity Payout Rider ("M-GAP Rider") is
available in most jurisdictions. The M-GAP Rider must be purchased during the
Contract's accumulation phase for a separate monthly charge. This optional rider
provides a guaranteed minimum amount of income under a life contingent fixed
annuity payout option. The M-GAP Rider is based on the Company's guaranteed
annuity purchase rates.

MAF RIDER AND APR RIDER.  Two additional optional riders are available when you
annuitize:

(1) The Minimum Annuitization Floor Rider ("MAF Rider") guarantees that the
    amount of your variable annuity payout will never fall below a specified
    amount (assuming no withdrawals are taken);

(2) The Annuitization Payment Ratchet Rider ("APR Rider") provides that annuity
    benefit payments will never decrease as a result of investment performance
    (assuming no withdrawals are taken).

Both Riders provide for proportionate reductions for withdrawals and the
appropriate reduction under the two-thirds and one-half survivor options. There
is no periodic charge for the MAF Rider or the APR Rider. However, lower annuity
option rates will be used to determine the initial annuity benefit payment. If
either Rider is in effect, the first annuity benefit payment will be lower than
it would have been without the Rider. Subsequent payments will also be lower
unless the guarantees provided by rider are triggered, at which time payments
will be higher than if the rider had not been elected.

For more information on these optional annuitization riders, see I. "Optional
Minimum Guaranteed Annuity Payout (M-GAP) Rider" under DESCRIPTION OF THE
CONTRACT -- THE ACCUMULATION PHASE and G. "Optional Annuitization Riders" under
ANNUITIZATION-- THE PAYOUT PHASE.

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

The Contract is between you, (the "Owner"), and us, Allmerica Financial Life
Insurance and Annuity Company (for contracts issued in all jurisdictions except
New York.) Each Contract has an Owner (or an Owner and a Joint Owner), an
Annuitant (or an Annuitant and a Joint Annuitant) and one or more beneficiaries.
As Owner, you may:

- - make payments

- - choose investment allocations

- - choose annuity options

- - receive annuity benefit payments (or designate someone else to receive annuity
  benefit payments)

- - select the Annuitant and beneficiary.

                                       12
<PAGE>
The Annuitant is the person whose life is used to determine the duration of
annuity benefit payments involving a life contingency. There must be at least
one Annuitant at all times. If an Annuitant dies and a replacement is not named,
the Owner will become the new Annuitant. The beneficiary is the person(s) or
entity entitled to the death benefit at the death of a sole Owner prior to the
Annuity Date. Under certain circumstances, the beneficiary may be entitled to
annuity benefit payments upon the death of an Owner on or after the Annuity
Date. In the case of the death of a Joint Owner, the surviving Joint Owner will
receive the death benefit.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The number and frequency of your payments are flexible, subject only to a $600
minimum ($1,000 in Washington) for your initial payment and a $50 minimum for
any additional payments. A lower initial payment is permitted for certain
qualified plans and where monthly payments are being forwarded directly from a
financial institution. A minimum of $1,000 is always required to establish a
Guarantee Period Account.

Currently, each time you make a payment, you will immediately receive a Payment
Credit equal to 5% of your payment. This Payment Credit will be added to the
Accumulated Value and will be invested along with your payment.

WHAT ARE MY INVESTMENT CHOICES?

You may choose among the Sub-Accounts investing in the Underlying Funds, the
Guarantee Period Accounts, and the Fixed Account.

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

For a more detailed description of the Underlying Funds, see "INVESTMENT
OBJECTIVES AND POLICIES."

Each Underlying Fund operates pursuant to different investment objectives, and
this range of investment options enables you to allocate your money among the
Underlying Funds to meet your particular investment needs.

GUARANTEE PERIOD ACCOUNTS.  Assets supporting the guarantees under the Guarantee
Period Accounts are held in the Company's Separate Account GPA, a non-unitized
insulated separate account (except in California where assets are held in the
Company's General Account). Values and benefits calculated on the basis of
Guarantee Period Account allocations, however, are obligations of the Company's
General Account. Amounts allocated to a Guarantee Period Account earn a
Guaranteed Interest Rate declared by the Company. The level of the Guaranteed
Interest Rate depends on the number of years of the Guarantee Period selected.
The Company may offer up to nine Guarantee Periods ranging from two to ten years
in duration. Once declared, the Guaranteed Interest Rate will not change during
the duration of the Guarantee Period.

If amounts allocated to a Guarantee Period Account are transferred, surrendered
or applied to any annuity option at any time other than the day following the
last day of the applicable Guarantee Period, a Market Value Adjustment will
apply that may increase or decrease the account's value. However, this
adjustment will never be applied against your principal. In addition, earnings
in the GPA AFTER application of the Market Value

                                       13
<PAGE>
Adjustment will not be less than an effective annual rate of 3%. For more
information about the Guarantee Period Accounts and the Market Value Adjustment,
see "GUARANTEE PERIOD ACCOUNTS."

THE GUARANTEE PERIOD ACCOUNTS ARE NOT AVAILABLE IN ALL STATES AND ARE NOT
OFFERED AFTER ANNUITIZATION.

FIXED ACCOUNT.  The Fixed Account is part of the General Account, which consists
of all the Company's assets other than those allocated to the Variable Account
and any other separate account. Allocations to the Fixed Account are guaranteed
as to principal and a minimum rate of interest. Additional excess interest may
be declared periodically at the Company's discretion. The initial rate in effect
on the date an amount is allocated to the Fixed Account will be guaranteed for
one year from that date. For more information about the Fixed Account, see
APPENDIX A, "MORE INFORMATION ABOUT THE FIXED ACCOUNT."

WHO IS THE INVESTMENT ADVISER?

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

CAN I MAKE TRANSFERS AMONG THE SUB-ACCOUNTS?

Yes. Prior to the Annuity Date, you may transfer among the Sub-Accounts
investing in the Underlying Funds, the Guarantee Period Accounts, and the Fixed
Account. On and after the Annuity Date, if you have elected a variable option,
you may transfer among the Sub-Accounts. You will incur no current taxes on
transfers while your money remains in the Contract. See "E. Transfer Privilege."

The first 12 transfers in a Contract year are guaranteed to be free of a
transfer charge. For each subsequent transfer in a Contract year, the Company
does not currently charge but reserves the right to assess a processing charge
guaranteed never to exceed $25.

WHAT IF I NEED MY MONEY BEFORE THE ANNUITY PAYOUT PHASE BEGINS?

Before the annuity payout phase begins, you may surrender your Contract or make
withdrawals at any time. Each calendar year, you can take without a surrender
charge the greater of:

(1) 100% of cumulative earnings (excluding Payment Credits); or

(2) 15% of the Gross Payment Base (your total gross payments less any
    withdrawals you may have taken which exceed the Withdrawal Without Surrender
    Charge amount.)

If greater than the amount available under either (1) or (2) above, the Owner of
a qualified Contract or a Contract issued under a Section 457 Deferred
Compensation Plan may take each calendar year without charge an amount
calculated by the Company based on his or her life expectancy. A 10% tax penalty
may apply on all amounts deemed to be earnings if you are under age 59 1/2.

In addition, WHERE PERMITTED BY LAW, the Company will waive surrender charges
if, after the Contract is issued:

- - you become disabled before you attain age 65; or

- - you are diagnosed with a fatal illness or are confined in a medical care
  facility for the later of 90 consecutive days or one year after the issue date
  .

Additional amounts may be withdrawn at anytime. However, the withdrawal of
payments that have not been invested in the Contract for more than nine years
may be subject to surrender charge. A Market Value

                                       14
<PAGE>
Adjustment will apply to withdrawals from a Guarantee Period Account prior to
the expiration of the Guarantee Period.

CAN I EXAMINE THE CONTRACT?

Yes. Your Contract will be delivered to you after your purchase. If you return
the Contract to the Company within ten days of receipt, the Contract will be
cancelled. There may be a longer period in certain jurisdictions; see the "Right
to Examine" provision on the cover of your Contract.

If you cancel the Contract, you will receive the Contract's Accumulated Value
adjusted for any Market Value Adjustment for amounts allocated to a Guarantee
Period Account, less the Payment Credit, plus any fees or charges that may have
been deducted. However, if required in your state or if the Contract was issued
as an Individual Retirement Annuity (IRA), you will generally receive a refund
of your gross payment. In certain jurisdictions this refund may be the greater
of (1) your gross payment or (2) the Accumulated Value adjusted for an Market
Value Adjustment, less any Payment Credit, plus any fees or charges previously
deducted. See "D. Right to Cancel" under DESCRIPTION OF THE CONTRACT -- THE
ACCUMULATION PHASE.

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

You can make several changes after receiving your Contract:

- - You may assign your ownership to someone else, except under certain qualified
  plans.

- - You may change the beneficiary, unless you have designated an irrevocable
  beneficiary.

- - You may change your allocation of payments.

- - You may make transfers among the Sub-Accounts without any tax consequences.

- - You may cancel your Contract within ten days of delivery (or longer if
  required by state law).

                                       15
<PAGE>
             DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND
                       DELAWARE GROUP PREMIUM FUND, INC.

THE COMPANY.  Allmerica Financial Life Insurance and Annuity Company ("Allmerica
Financial") is a life insurance company organized under the laws of Delaware in
July 1974. Its Principal Office is located at 440 Lincoln Street, Worcester, MA
01653, Telephone 508-855-1000. Allmerica Financial 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, Allmerica Financial is
subject to the insurance laws and regulations of other states and jurisdictions
in which it is licensed to operate. As of December 31, 1998, Allmerica Financial
had over $14 billion in assets and over $26 billion of life insurance in force.

Effective October 1, 1995, Allmerica Financial changed its name from SMA Life
Assurance Company to Allmerica Financial Life Insurance and Annuity Company.
Allmerica Financial is a wholly owned subsidiary of First Allmerica Financial
Life Insurance Company ("First Allmerica") which, in turn, is a wholly owned
subsidiary of Allmerica Financial Corporation ("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 on October 16, 1995 and adopted its
present name. First Allmerica is the fifth oldest life insurance company in
America.

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

THE VARIABLE ACCOUNT.  The Company maintains a separate investment account
referred to as Separate Account VA-K (the "Variable Account"). The Variable
Account of Separate Account VA-K was authorized by a vote of the Board of
Directors of the Company on November 1, 1990.

The Variable Account meets the definition of a "separate account" under federal
securities laws, and is registered with the SEC as a unit investment trust under
the 1940 Act. This registration does not involve the supervision or management
of investment practices or policies of the Variable Account by the SEC.

Each Sub-Account of the Variable Account invests in a corresponding investment
series of Delaware Group Premium Fund, Inc. Each Sub-Account is administered and
accounted for as part of the general business of the Company. The income,
capital gains, or capital losses of each Sub-Account, however, are allocated to
each Sub-Account, without regard to any other income, capital gains or capital
losses of the Company. Under Delaware law, the assets of the Variable Account
may not be charged with any liabilities arising out of any other business of the
Company.

The Company reserves the right, subject to compliance with applicable law, to
change the names of the Variable Account and the Sub-Accounts. The Company also
offers other variable annuity contracts investing in the Variable Account which
are not discussed in this Prospectus. In addition, the Variable Account may
invest in other underlying funds which are not available to the contracts
described in this Prospectus.

DELAWARE GROUP PREMIUM FUND, INC.  Delaware Group Premium Fund, Inc. ("DGPF") is
an open-end, diversified management investment company registered with the SEC
under the 1940 Act. Such registration does not involve supervision by the SEC of
the investments or investment policy of DGPF or its separate investment series.
DGPF was established to serve as an investment vehicle for various separate
accounts supporting variable insurance contracts. DGPF currently has 17
investment portfolios, each issuing a series of shares: Growth & Income Series,
Devon Series, DelCap Series, Aggressive Growth Series, Social Awareness Series,
REIT Series, Small Cap Value Series, Trend Series, International Equity Series,
Emerging Markets Series, Delaware Balanced Series, Convertible Securities
Series, Delchester Series, Capital Reserves Series,

                                       16
<PAGE>
Strategic Income Series, Cash Reserve Series, and Global Bond Series
(collectively, the "Underlying Funds"). The assets of each Underlying Fund are
held separate from the assets of the other Underlying Funds. Each Underlying
Fund operates as a separate investment vehicle, and the income or losses of one
Underlying Fund have no effect on the investment performance of another
Underlying Fund. Shares of the Underlying Funds are not offered to the general
public but solely to separate accounts of life insurance companies.

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

                       INVESTMENT OBJECTIVES AND POLICIES

A summary of investment objectives of each of the Underlying Funds is set forth
below. MORE DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES,
RESTRICTIONS AND RISKS, EXPENSES PAID BY THE UNDERLYING FUNDS AND OTHER RELEVANT
INFORMATION REGARDING THE UNDERLYING FUNDS MAY BE FOUND IN THE PROSPECTUS OF THE
FUNDS WHICH ACCOMPANIES THIS PROSPECTUS. PLEASE READ IT CAREFULLY BEFORE
INVESTING. The Statement of Additional Information of the Underlying Funds is
available upon request.

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

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

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

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

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

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

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

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

                                       17
<PAGE>
judged to be responsive to changes in the marketplace and to have fundamental
characteristics to support growth. Income is not an objective.

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

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

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

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

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

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

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

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

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

Certain Underlying Funds have investment objectives and/or policies similar to
those of other Underlying Funds. To choose the Sub-Accounts which best meet your
individual needs and objectives, carefully read the Underlying Fund prospectus.
In some states, insurance regulations may restrict the availability of
particular Sub-Accounts.

                      INVESTMENT ADVISORY SERVICES TO DGPF

Investment advisers are paid an annual fee based on the average daily net assets
of their respective Underlying Series for management services. The Cash Reserve
Series management fee rate is as follows: 0.45% on the first $500 million, 0.40%
on the next $500 million, 0.35% on the next $1,500 million and 0.30% on assets
in

                                       18
<PAGE>
excess of $2,500 million; the Capital Reserves Series management fee rate is as
follows: 0.50% on the first $500 million, 0.475% on the next $500 million, 0.45%
on the next $1,500 million and 0.425% on assets in excess of $2,500 million; the
Growth & Income Series, Delchester Series, Delaware Balanced Series, Devon
Series and Strategic Income Series management fee rate is as follows: 0.65% on
the first $500 million, 0.60% on the next $500 million, 0.55% on the next $1,500
million and 0.50% on assets in excess of $2,500 million; the DelCap Series,
Aggressive Growth Series, Small Cap Value Series, Trend Series, Social Awareness
Series, REIT Series, Convertible Securities Series and Global Bond Series
management fee rate is as follows: 0.75% on the first $500 million, 0.70% on the
next $500 million, 0.65% on the next $1,500 million and 0.60% on assets in
excess of $2,500 million; the International Equity Series management fee rate is
as follows: 0.85% on the first $500 million, 0.80% on the next $500 million,
0.75% on the next $1,500 million and 0.70% on assets in excess of $2,500
million; and the Emerging Markets Series management fee rate is as follows:
1.25% on the first $500 million, 1.20% on the next $500 million, 1.15% on the
next $1,500 million and 1.10% on assets in excess of $2,500 million.

             DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE

A. PAYMENTS

An applicant for a Contract may not be older than age 85 at date of issue. The
Company will issue a Contract when its underwriting requirements are met. These
requirements include receipt of the initial payment and allocation instructions
by the Company at its Principal Office and may include the proper completion of
an application; however, where permitted by law, the Company may issue a
Contract without completion of an application. If all issue requirements are not
completed within five business days of the Company's receipt of the initial
payment, the payment will be returned immediately unless the applicant
authorizes the Company to retain it pending completion of all issue
requirements.

Payments may be made to the Contract at any time prior to the Annuity Date,
subject to certain minimums:

- - Currently the initial payment must be at least $600 ($1,000 in Washington).

- - Under a salary deduction or monthly automatic payment plan, the minimum
  initial payment is $50

- - Each subsequent payment must be at least $50.

- - Where the contribution on behalf of an employee under an employer-sponsored
  retirement plan is less than $600 but more than $300 annually, the Company may
  issue a Contract on the employee if the plan's average annual contribution per
  eligible plan participant is at least $600.

- - The minimum allocation to a Guarantee Period Account is $1,000. If less than
  $1,000 is allocated to a Guarantee Period Account, the Company reserves the
  right to apply that amount to the Cash Reserve Series.

Payments are to be made payable to the Company. The Company may reduce a payment
by any applicable premium tax before applying it to the Contract. The initial
payment is credited to the Contract and allocated among the requested accounts
as of the date that all issue requirements are properly met. Generally, unless
otherwise requested, all payments will be allocated among the accounts in the
same proportion that the initial net payment is allocated or, if subsequently
changed, according to the most recent allocation instructions.

In order for the Owner to be able to initiate transactions over the telephone, a
properly completed authorization must be on file before telephone requests will
be honored. The policy of the Company and its agents and affiliates is that we
will not be responsible for losses resulting from acting upon telephone requests
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

                                       19
<PAGE>
unauthorized or fraudulent instructions. Such procedures may include, among
others, requiring some form of personal identification prior to acting upon
instructions received by telephone. All telephone instructions are
tape-recorded.

B. PAYMENT CREDITS

A Payment Credit will be added to the Contract's Accumulated Value each time a
payment is made. The Payment Credit is funded from the Company's General Account
and is currently equal to 5% of each payment received. The Company guarantees
that the Payment Credit will never be less than 5%. The Company reserves the
right to increase the Payment Credit from time to time for payments received
during a specified time period or on portions of payments received in excess of
a specified amount. Any increase in the Payment Credit will be applied uniformly
to all Owners of the same class, but increases will not be available where
prohibited by law.

Each Payment Credit is allocated among the accounts in the same proportion as
the applicable payment. Amounts refunded under a Contract's "Right to Examine"
provision will be reduced by the amount of any Payment Credit applied (see ""C.
Computation of Value" and D. Right to Cancel"). Payment Credits are not
considered to be "investment in the contract" for income tax purposes (see
"FEDERAL TAX CONSIDERATIONS").

C. COMPUTATION OF VALUES

THE ACCUMULATION UNIT.  Each payment is allocated among the account(s) selected
by the Owner. Allocations to the Sub-Accounts are credited to the Contract 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 Contract is equal to the portion of the payment and Payment Credit
allocated to the Sub-Account, divided by the dollar value of the applicable
Accumulation Unit as of the Valuation Date. The number of Accumulation Units
resulting from each payment and Payment Credit will remain fixed unless changed
by a subsequent split of Accumulation Unit value, a transfer, a withdrawal, or
surrender. 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, and will reflect the investment performance, expenses and charges
of its Underlying Funds. The value of an Accumulation Unit was arbitrarily set
at $1.00 on the first Valuation Date for each Sub-Account.

Allocations to the Guarantee Period Accounts and the Fixed Account are not
converted into Accumulation Units, but are credited interest at a rate
periodically set by the Company. See "GUARANTEE PERIOD ACCOUNTS" and APPENDIX A,
"MORE INFORMATION ABOUT THE FIXED ACCOUNT."

The Accumulated Value under the Contract is determined by:

(1) multiplying the number of Accumulation Units in each Sub-Account by the
    value of an Accumulation Unit of that Sub-Account on the Valuation Date,

(2) adding together the values of each Sub-Account, and

(3) adding the amount of the accumulations in the Fixed Account and Guarantee
    Period Accounts, if any.

NET INVESTMENT FACTOR.  The net investment factor is an index that measures the
investment performance of a Sub-Account from one Valuation Period to the next.
This factor is equal to 1.000000 plus the result (which may be positive or
negative) from dividing (1) by (2) and subtracting (3) and (4) where:

(1) is the investment income of a Sub-Account for the Valuation Period,
    including realized or unrealized capital gains and losses 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;

                                       20
<PAGE>
(3) is a charge for mortality and expense risks equal to 1.25% on an annual
    basis of the daily value of the Sub-Account's assets; and

(4) is an administrative charge equal to 0.15% on an annual basis of the daily
    value of the Sub-Account's assets.

The dollar value of an Accumulation Unit as of 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.

For an illustration of an Accumulation Unit calculation using a hypothetical
example see the SAI.

D. RIGHT TO CANCEL

An Owner may cancel the Contract at any time within ten days after receipt of
the Contract (or longer if required by law) and receive a refund. In order to
cancel the Contract, the Owner must mail or deliver it to the Company's
Principal Office at 440 Lincoln Street, Worcester, MA 01653, or to an authorized
representative. Mailing or delivery must occur within ten days after receipt of
the Contract for cancellation to be effective. The Company will normally provide
the refund within seven days of receipt of the Contract.

At the time the Contract is issued, the "Right to Examine" provision on the
cover of the Contract will specifically indicate what the refund will be and the
time period allowed to exercise the right to cancel. In most states, the Company
will pay the Owner the Contract's Accumulated Value adjusted for any Market
Value Adjustment for amounts allocated to a Guarantee Period Account, plus any
amounts deducted for taxes, charges or fees, minus any Payment Credit. However,
if the Contract was purchased as an IRA or issued in a state that requires a
full refund of the initial payment(s), the Company will provide a refund equal
to the gross payment(s) received. In some states, the refund may equal the
greater of (a) gross payments or (b) the Accumulated Value adjusted for any
Market Value Adjustment, plus any amounts deducted for taxes, charges or fees
minus any Payment Credit.

The liability of the Variable Account under this provision is limited to the
Owner's Accumulated Value in the Sub-Accounts on the date of cancellation. Any
additional amounts refunded to the Owner will be paid by the Company.

E. TRANSFER PRIVILEGE

Prior to the Annuity Date, the Owner may transfer amounts among accounts at any
time upon written or telephone request to the Company. As discussed in "A.
Payments", a properly completed authorization form must be on file before
telephone requests will be honored. Transfer values will be based on the
Accumulated Value next computed after receipt of the transfer request.

Transfers to a Guarantee Period Account must be at least $1,000. If the amount
to be transferred to a Guarantee Period Account is less than $1,000, the Company
may transfer that amount to the Cash Reserve Series. Transfers from a Guarantee
Period Account prior to the expiration of the Guarantee Period will be subject
to a Market Value Adjustment.

Currently, the Company does not charge for transfers. The first 12 transfers in
a Contract year are guaranteed to be free of any transfer charge. For each
subsequent transfer in a Contract year, the Company reserves the right to assess
a charge, guaranteed never to exceed $25, to reimburse it for the expense of
processing transfers. As of the date of this Prospectus, transfers may be made
to all of the Sub-Accounts during the life of the Contract and prior to the
Annuity Date. However, should additional Funds be added to the Contract, the
Company reserves the right to limit the number of Sub-Accounts to which
transfers may be made.

                                       21
<PAGE>
The Company also reserves the right to restrict transfer privileges when
exercised by a market timing firm or any other third party authorized to
initiate allocations, transfers or exchanges on behalf of multiple Contract
Owners. The Company may, among other things, not accept:

- - the transfer or exchange instructions of any agent acting under a power of
  attorney on behalf of more than one Owner, or

- - the transfer or exchange instructions of individual Owners who have executed
  pre-authorized transfer or exchange forms which are submitted by market timing
  firms or other third parties on behalf of more than one Owner at the same
  time.

AUTOMATIC TRANSFERS (DOLLAR COST AVERAGING).  You may elect automatic transfers
of a predetermined dollar amount on a periodic basis from a source account to
one or more Sub-Accounts, subject to the following:

- - the predetermined dollar amount may not be less than $100;

- - the periodic basis may be monthly, quarterly, semi-annually or annually;

- - the available source accounts are currently the Fixed Account or the
  Sub-Accounts investing in the Capital Reserves Series and the Cash Reserve
  Series;

- - automatic transfers may not be made into the selected source account, Fixed
  Account, or the Guarantee Period Accounts; and

- - if an automatic transfer would reduce the balance in the source account(s) to
  less than $100, the entire balance will be transferred proportionately to the
  chosen Sub-Accounts.

Automatic transfers from a particular source account will continue until the
earlier of:

- - the amount in the source account on a transfer date is zero; or

- - the Owner's request to terminate the option is received by the Company.

If additional amounts are allocated to a source account before its balance has
fallen to zero, those additional amounts will also be automatically transferred.
The original automatic transfer allocations will apply to all amounts in that
source account unless new allocation instructions are provided. New allocation
instructions will apply to the entire balance in the source account. If
additional amounts are allocated to a source account after its balance has
fallen to zero, automatic transfers will not begin again unless you specifically
notify the Company.

To the extent permitted by law, the Company reserves the right, from time to
time, to credit an enhanced interest rate to an initial and/or subsequent
payment deposited into the Fixed Account, which is then used as the source
account from which to process automatic transfers. For more information see
APPENDIX A, "MORE INFORMATION ABOUT THE FIXED ACCOUNT."

AUTOMATIC ACCOUNT REBALANCING.  The Owner may request automatic rebalancing of
Sub-Account allocations on a monthly, quarterly, semi-annual or annual basis in
accordance with his/her specified percentage allocations. As frequently as
elected by the Owner, the Company will review the percentage allocations in the
Underlying Funds and, if necessary, transfer amounts to ensure conformity with
the designated percentage allocation mix. If the amount necessary to
re-establish the mix on any scheduled date is less than $100, no transfer will
be made.

                                       22
<PAGE>
Automatic Account Rebalancing will continue until (1) the Owner's request to
terminate or change the option is received by the Company or (2) the end date
designated by the Owner when the option was elected. If a subsequent payment is
allocated in a manner different from the percentage allocation mix in effect on
the date the payment is received, on the next scheduled rebalancing date the
payment will be reallocated in accordance with the existing mix.

The first automatic transfer or rebalancing under a request counts as one
transfer for purposes of the 12 transfers guaranteed to be free of a transfer
charge in each Contract year. Each subsequent automatic transfer under that
request is without charge and does not reduce the remaining number of transfers
which may be made free of charge in that Contract year.

Currently, Dollar Cost Averaging and Automatic Account Rebalancing may not be in
effect simultaneously. Either option may be elected at no additional charge when
the Contract is purchased or at a later date. The Company reserves the right to
limit the number of Sub-Accounts that may be utilized for automatic transfers
and rebalancing, and to discontinue either option upon advance written notice.

F. SURRENDERS AND WITHDRAWALS

Before the Annuity Date, an Owner may surrender the Contract for its Surrender
Value or withdraw a portion of its Accumulated Value. In the case of surrender,
the Owner must send the Contract and a signed, written request for surrender,
satisfactory to the Company, to the Principal Office. The Surrender Value will
be calculated based on the Contract's Accumulated Value as of the Valuation
Date. A surrender charge and a Contract fee may apply when a Contract is
surrendered. See "CHARGES AND DEDUCTIONS." In addition, amounts withdrawn from a
Guarantee Period Account prior to the end of the applicable Guarantee Period
will be subject to a Market Value Adjustment, as described under "GUARANTEE
PERIOD ACCOUNTS."

In the case of a withdrawal, the Owner must submit to the Principal Office a
signed, written request indicating the desired dollar amount and the accounts
from which such amount is to be withdrawn. A withdrawal from a Sub-Account will
result in cancellation of a number of units equivalent in value to the amount
withdrawn. The amount withdrawn will equal the amount requested by the Owner
plus any applicable surrender charge, as described in "E. Surrender Charge"
under CHARGES AND DEDUCTIONS. See also, "Reduction or Elimination of Surrender
Charge and Additional Amounts Credited." In addition, amounts withdrawn from a
Guarantee Period Account prior to the end of the applicable Guarantee Period
will be subject to a Market Value Adjustment.

Each withdrawal must be a minimum of $100. No withdrawal will be permitted if
the Accumulated Value remaining under the Contract would be reduced to less than
$1,000.

Any distribution is normally payable within seven days following the Company's
receipt of the surrender or withdrawal request. The Company reserves the right
to defer surrenders and withdrawals of amounts in each Sub-Account in any period
during which:

- - trading on the New York Stock Exchange is restricted as determined by the SEC
  or such Exchange is closed for other than weekends and holidays,

- - the SEC has by order permitted such suspension, or

- - an emergency, as determined by the SEC, exists such that disposal of portfolio
  securities or valuation of assets of a separate account is not reasonably
  practicable.

The Company reserves the right to defer surrenders and withdrawals of amounts
allocated to the Company's Fixed Account and Guarantee Period Accounts for a
period not to exceed six months.

                                       23
<PAGE>
The surrender and withdrawal rights of Owners who are participants under Section
403(b) plans or who are participants in the Texas Optional Retirement Program
(Texas ORP) are restricted; see "Tax Sheltered Annuities" and "Texas Optional
Retirement Program."

For important tax consequences, which may result from surrender or withdrawals,
see "FEDERAL TAX CONSIDERATIONS."

SYSTEMATIC WITHDRAWALS.  The Owner may elect an automatic schedule of
withdrawals (systematic withdrawals) from amounts in the Sub-Accounts and/or the
Fixed Account on a periodic basis (monthly, bi-monthly, quarterly, semi-annual
or annual). Systematic withdrawals from Guarantee Period Accounts are not
available. The Owner may request:

- - the withdrawal of a SPECIFIC DOLLAR AMOUNT and the percentage of this amount
  to be taken from each designated Sub-Account and/or the Fixed Account; or

- - the withdrawal of a SPECIFIC PERCENTAGE of the Accumulated Value calculated as
  of the withdrawal dates, and may designate the percentage of this amount which
  should be taken from each account.

The first withdrawal will take place on the date the written request is received
at the Principal Office or, if later, on a date specified by the Owner.

Systematic withdrawals will first be taken from amounts available as a
"Withdrawal Without Surrender Charge" (see below); then from any applicable
payments not subject to a surrender charge, if any, then from payments subject
to a surrender charge and last, from Payment Credits. Any applicable surrender
charge will be deducted from the Contract's remaining Accumulated Value.

The minimum amount of each automatic withdrawal is $100. If a withdrawal would
cause the remaining Accumulated Value to be less than $1,000, systematic
withdrawals may be discontinued. Systematic withdrawals will cease automatically
on the Annuity Date. The Owner may change or terminate systematic withdrawals
only by written request to the Principal Office.

WITHDRAWAL WITHOUT SURRENDER CHARGE.  Each calendar year prior to the Annuity
Date, an Owner may withdraw a portion of the Contract's Surrender Value without
any applicable surrender charge. The maximum amount available without charge
during any calendar year is the greater of (a) or (b):

        Where (a) is:  100% of Cumulative Earnings excluding Payment Credits
                       (calculated as the Accumulated Value as of the Valuation
                       Date reduced by Payment Credits and total gross payments
                       not previously withdrawn); and

        Where (b) is:  15% of the Gross Payment Base as of the Valuation Date
                       reduced by any prior Withdrawal Without Surrender Charge
                       received during the same calendar year.

For Qualified Contracts and Contracts issued under Section 457 Deferred
Compensation Plans only, the maximum amount available without a surrender charge
during any calendar year will be the greatest of (a), (b) and (c) where (a) and
(b) are the same as above and (c) is the amount available as a Life Expectancy
Distribution less any withdrawals taken during the same calendar year which were
not subject to a surrender charge (see "Life Expectancy Distributions" below.)

The Withdrawal Without Surrender Charge will first be deducted from Cumulative
Earnings. If the Withdrawal Without Surrender Charge exceeds Cumulative
Earnings, the excess amount will be deemed withdrawn from payments not
previously withdrawn on a last-in-first-out (LIFO) basis. If more than one
withdrawal is made during the year, on each subsequent withdrawal the Company
will waive the surrender

                                       24
<PAGE>
charge, if any, until the entire Withdrawal Without Surrender Charge has been
withdrawn. Amounts withdrawn from a Guarantee Period Account prior to the end of
the applicable Guarantee Period will be subject to a Market Value Adjustment.

LIFE EXPECTANCY DISTRIBUTIONS.  (For Qualified Contracts and Contracts issued
under Section 457 Deferred Compensation Plans only.) Prior to the Annuity Date,
an Owner may elect to make a series of systematic withdrawals from the Contract
according to the Company's life expectancy distribution ("LED") option by
returning a properly signed LED request form to the Principal Office. Where the
Owner is a trust or other nonnatural person, the Owner may elect the LED option
based on the Annuitant's life expectancy.

If an Owner elects the Company's LED option, in each calendar year a fraction of
the Accumulated Value is withdrawn without a surrender charge, based on the
Owner's life expectancy (or the joint life expectancy of the Owner and a
beneficiary.) The numerator of the fraction is 1 (one). The denominator of the
fraction will be either:

- - the remaining life expectancy of the Owner (or Owner and beneficiary), as
  determined annually by the Company; or

- - the prior year's life expectancy, minus one.

The resulting fraction, expressed as a percentage, is then applied to the
Accumulated Value at the beginning of the year to determine the amount to be
distributed during the year. The Owner may choose to have the applicable life
expectancy redetermined each year or use the prior year's life expectancy, minus
one. Under the Company's LED option, the amount withdrawn from the Contract
changes each year.

The Owner may elect periodic LED distributions on a monthly, bi-monthly,
quarterly, semi-annual, or annual basis. The Owner may terminate the LED option
at any time. The LED option will terminate automatically on the maximum Annuity
Date permitted under the Contract, at which time an Annuity Option must be
selected.

The LED option may not produce annual distributions that meet the definition of
"substantially equal periodic payments" as defined under Code Section 72(t). The
withdrawals may be treated by the Internal Revenue Service (IRS) as premature
distributions from the Contract and may be subject to a 10% federal tax penalty.
Owners seeking distributions over their life under this definition should
consult their tax advisor. For more information, see "FEDERAL TAX
CONSIDERATIONS," "B. Taxation of the Contract in General."

IN ADDITION, IF THE AMOUNT NECESSARY TO MEET THE "SUBSTANTIALLY EQUAL PERIODIC
PAYMENT" DEFINITION IS GREATER THAN THE COMPANY'S LED AMOUNT, A SURRENDER CHARGE
MAY APPLY TO THE AMOUNT IN EXCESS OF THE LED AMOUNT.

SYSTEMATIC LEVEL FREE OF SURRENDER CHARGE WITHDRAWAL PROGRAM.  Under the
Systematic Level Free of Surrender Charge Withdrawal Program, the Owner may
preauthorize level periodic (monthly, bi-monthly, quarterly, semi-annual or
annual) Withdrawals Without Surrender Charge. In order to ensure that no
surrender charge will ever apply, the total Systematic Level Free of Surrender
Charge Withdrawal in any calendar year is limited to not more than 15% of the
Gross Payment Base as of the Valuation Date, less any prior Withdrawals Without
Surrender Charge taken in the same calendar year. The program will automatically
terminate if a withdrawal that is not part of the program is made. Otherwise,
withdrawals will continue until all available Accumulated Value has been
exhausted or until the Owner terminates the program by written request.

G. DEATH BENEFIT.

A death benefit is payable if the Owner or the first of Joint Owners dies prior
to the Annuity Date. If the Owner is a natural person, no death benefit is
payable at the death of any Annuitant. If the Owner is not a natural person, a
death benefit will be paid upon the death of any Annuitant. A spousal
beneficiary may elect

                                       25
<PAGE>
to continue the Contract as provided in "H. The Spouse of the Owner as
Beneficiary," rather than receive the death benefit.

STANDARD DEATH BENEFIT.  Unless the enhanced death benefit is elected at issue,
the standard death benefit will be paid. The standard death benefit is equal to
the greater of (a) the Contract's Accumulated Value on the Valuation Date,
increased by any positive Market Value Adjustment or (b) gross payments prior to
the date of death, proportionately reduced to reflect withdrawals.

For each withdrawal under (b), the proportionate reduction is calculated by
multiplying the standard death benefit immediately prior to the withdrawal by
the following fraction:

                            Amount of the withdrawal
                ------------------------------------------------
             Accumulated Value immediately prior to the withdrawal

OPTIONAL ENHANCED DEATH BENEFIT.  When applying for the Contract, an Owner under
age 89 may elect one of three optional Enhanced Death Benefit (EDB) Riders: (1)
an Enhanced Death Benefit With Annual Step-Up; (2) a 5% Enhanced Death Benefit
With Annual Step-Up; or (3) a 7% Enhanced Death Benefit With Annual Step-Up. A
separate charge for an EDB Rider is made against the Contract's Accumulated
Value on the last day of each Contract month and, if applicable, on the date the
Rider is terminated. The charge is made through a pro-rata reduction (based on
relative values) of Accumulation Units in the Sub-Accounts and dollar amounts in
the Fixed and Guarantee Period Accounts. The charge is deducted in arrears. For
specific charges and more detail, see "C. Optional Rider Charges" under CHARGES
AND DEDUCTIONS.

1. THE EDB WITH ANNUAL STEP-UP PROVIDES THE FOLLOWING BENEFIT:

I.  Death BEFORE 90th Birthday. If an Owner (or an Annuitant if the Owner is not
    a natural person) dies before the Annuity Date and before his/her 90th
    birthday, the death benefit is equal to the greatest of:

    (a) the Accumulated Value on the Valuation Date increased by any positive
       Market Value Adjustment;

    (b) gross payments made to the Contract until the date of death,
       proportionately reduced to reflect subsequent withdrawals; and

    (c) the highest Accumulated Value on any Contract anniversary date prior to
       the date of death, as determined after being increased for any positive
       Market Value Adjustment and subsequent payments and proportionately
       reduced for subsequent withdrawals.

II.  Death AFTER 90th Birthday. If an Owner (or an Annuitant if the Owner is not
    a natural person) dies before the Annuity Date but after his/her 90th
    birthday, the death benefit is equal to the greater of:

    (a) the Accumulated Value on the Valuation Date increased by any positive
       Market Value Adjustment; or

    (b) the death benefit, as calculated under Section I above, that would have
       been payable on the Contract anniversary prior to the deceased's 90th
       birthday, increased for subsequent payments and proportionately reduced
       for subsequent withdrawals.

Proportionate reductions are calculated in the same manner as described above
under "Standard Death Benefit."

2. THE 5% EDB WITH ANNUAL STEP-UP PROVIDES THE FOLLOWING BENEFIT:

I.  Death BEFORE 90th Birthday. If an Owner (or an Annuitant if the Owner is a
    not a natural person) dies before the Annuity Date and before his/her 90th
    birthday, the death benefit will be the greater of:

    (a) the Accumulated Value on the Valuation Date increased by any positive
       Market Value Adjustment; or

                                       26
<PAGE>
    (b) gross payments, accumulated daily at an effective annual yield of 5%
       from the date each payment is applied until the date of death,
       proportionately reduced to reflect subsequent withdrawals;

II.  Death AFTER 90th Birthday. If an Owner (or an Annuitant if the Owner is not
    a natural person) dies before the Annuity Date but after his/her 90th
    birthday, the death benefit is equal to the GREATER of:

    (a) the Accumulated Value on the Valuation Date increased by any positive
       Market Value Adjustment; or

    (b) the death benefit, as calculated under Section I above, that would have
       been payable on the Contract anniversary prior to the deceased's 90th
       birthday, increased for subsequent payments and proportionately reduced
       for subsequent withdrawals.

Proportionate reductions are calculated in the same manner as described above
under "Standard Death Benefit."

3. THE 7% EDB WITH ANNUAL STEP-UP PROVIDES THE FOLLOWING BENEFIT:

I.  Death BEFORE 90th Birthday. If an Owner (or an Annuitant if the Owner is a
    not a natural person) dies before the Annuity Date and before his/her 90th
    birthday, the death benefit will be the greatest of:

    (a) the Accumulated Value on the Valuation Date increased by any positive
       Market Value Adjustment;

    (b) gross payments, accumulated daily at an effective annual yield of 7%
       from the date each payment is applied until the date of death,
       proportionately reduced to reflect subsequent withdrawals; and

    (c) the highest Accumulated Value on any Contract anniversary date prior to
       the date of death, as determined after being increased for any positive
       Market Value Adjustment and subsequent payments and proportionately
       reduced for subsequent withdrawals.

II.  Death AFTER 90th Birthday. If an Owner (or the Annuitant if the Owner is
    not a natural person) dies before the Annuity Date but after his/her 90th
    birthday, the death benefit is equal to the greater of:

    (a) the Accumulated Value on the Valuation Date increased by any positive
       Market Value Adjustment; or

    (b) the death benefit, as calculated under Section I above, that would have
       been payable on the Contract anniversary prior to the deceased's 90th
       birthday, increased for subsequent payments and proportionately reduced
       for subsequent withdrawals.

Proportionate reductions are calculated in the same manner as described above
under "Standard Death Benefit."

PAYMENT OF THE DEATH BENEFIT PRIOR TO THE ANNUITY DATE.  The death benefit
generally will be paid to the beneficiary in one sum upon receipt of due proof
of death at the Principal Office, unless the Owner has elected to apply the
proceeds to a life annuity not extending beyond the beneficiary's life
expectancy. Instead of payment in one sum, the beneficiary may, by written
request, elect to:

    (1) defer distribution of the death benefit for a period no more than five
       years from the date of death; or

    (2) receive distributions over the life of the beneficiary or for a period
       certain not extending beyond the beneficiary's life expectancy, with
       annuity benefit payments beginning within one year from the date of
       death.

If distribution of the death benefit is deferred under (1) or (2), any value in
the Guarantee Period Accounts will be transferred to the Cash Reserve Series
Sub-Account. The excess, if any, of the death benefit over the Accumulated Value
also will be transferred to the Cash Reserve Series Sub-Account. The beneficiary
may, by written request, effect transfers and withdrawals during the deferral
period and prior to annuitization under

                                       27
<PAGE>
(2), but may not make additional payments. The death benefit will reflect any
earnings or losses experienced during the deferral period. If there are multiple
beneficiaries, the consent of all is required.

H. THE SPOUSE OF THE OWNER AS BENEFICIARY

If the sole beneficiary is the deceased Owner's spouse, he or she may, by
written request, continue the Contract in lieu of receiving payment of the death
benefit. The spouse will then become the Owner and Annuitant subject to the
following:

(1) any value in the Guarantee Period Accounts will be transferred to the Cash
    Reserve Series Sub-Account;

(2) the excess, if any, of the death benefit over the Contract's Accumulated
    Value also will be added to the Cash Reserve Series Sub-Account.

This value will never be subject to a surrender charge when withdrawn. The new
Owner may also make additional payments, but a surrender charge will apply to
these additional amounts if they are withdrawn before they have been invested in
the Contract for at least nine years. All other rights and benefits provided in
the Contract will continue, except that any subsequent spouse of the new Owner,
if named as beneficiary, will not be entitled to continue the Contract when the
new Owner dies.

I. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT (M-GAP) RIDER

An optional Minimum Guaranteed Annuity Payout Rider is available in most
jurisdictions for a separate monthly charge. (See "C. Optional Rider Charges"
under CHARGES AND DEDUCTIONS.) The M-GAP Rider guarantees a minimum amount of
fixed annuity lifetime income during the annuity payout phase after a ten-year
or a fifteen-year waiting period, subject to the conditions described below. The
M-GAP Rider must be purchased during the Contract's accumulation phase for a
separate monthly charge (see "Conditions on Election of the M-GAP Rider" below).

The M-GAP Rider does not create Accumulated Value or guarantee performance of
any investment option. Annuitization under the terms of this Rider will occur at
the guaranteed annuity purchase rates listed under the Annuity Option Tables in
the Contract. Because this Rider is based on guaranteed actuarial factors, the
level of lifetime income that it guarantees may often be less than the level
that would be provided by applying the then current annuity factors. Therefore,
the Rider should be regarded as providing a guarantee of a minimum amount of
annuity income.

An M-GAP Rider Benefit Base is determined on the Rider's effective date and each
applicable Contract anniversary thereafter. The M-GAP Benefit Base, less any
applicable premium tax, is the value that will be annuitized at the guaranteed
annuity rates if the Rider is exercised. As described below, withdrawals will
reduce the Benefit Base.

The M-GAP Benefit Base is equal to the greatest of:

(a) the Accumulated Value, increased by any positive Market Value Adjustment, if
    applicable;

(b) the Accumulated Value on the effective date of the Rider accumulated daily
    at an effective annual yield of 5%, plus gross payments made thereafter
    accumulated daily at an effective annual yield of 5%, starting on the date
    each payment is applied, proportionately reduced to reflect withdrawals; and

(c) the highest Accumulated Value on any Contract anniversary since the Rider's
    effective date as determined after being increased for any subsequent
    payments and any positive Market Value Adjustment, if applicable, and
    proportionately reduced for subsequent withdrawals.

                                       28
<PAGE>
For each withdrawal described above, the proportionate reduction is calculated
by multiplying the (b) or (c) value, whichever is applicable, determined
immediately prior to the withdrawal by the following fraction:

                            Amount of the withdrawal
           ----------------------------------------------------------
        Accumulated Value determined immediately prior to the withdrawal

CONDITIONS ON ELECTION OF THE M-GAP RIDER.  The following conditions apply to
the election of the M-GAP Rider:

- - The Owner may elect the M-GAP Rider at Contract issue or at any time
  thereafter. However, if the Rider is not elected within thirty days after
  Contract issue or within thirty days after a Contract anniversary date, the
  effective date of the Rider will be the following Contract anniversary date.

- - The Owner may not elect a Rider with a ten-year waiting period if at the time
  of election the Owner has reached his or her 87th birthday. The Owner may not
  elect a Rider with a fifteen-year waiting period if at the time of election
  the Owner has reached his or her 82nd birthday (the age limitations may be
  lower in some jurisdictions.)

REPURCHASE FEATURE.  On any Contract anniversary or within 30 days immediately
following a Contract anniversary, if the M-GAP Rider is still offered by the
Company, the Owner may elect to terminate and repurchase the Rider, thereby
resetting the benefit based on the Contract's then current Accumulated Value.
The repurchase will be effective as of the termination date of the prior Rider.
A new waiting period, equal to or greater than the prior waiting period, will
commence as of that date. If the benefit is repurchased, the Company's then
current monthly charge for the M-GAP Rider will apply.

EXERCISING THE M-GAP RIDER.  The following conditions apply to the exercise of
the M-GAP Rider:

- - The Owner may only exercise the M-GAP Rider within thirty days after any
  Contract anniversary following the expiration of a ten or fifteen-year waiting
  period (whichever was elected) from the effective date of the Rider.

- - The Owner may only annuitize under a fixed annuity payout option involving a
  life contingency, as provided under "C. Description of Variable Annuity Payout
  Options."

- - The Owner may only annuitize at the guaranteed fixed annuity purchase rates
  listed under the Annuity Option Tables in the Contract.

TERMINATING THE M-GAP RIDER.  The following conditions apply to the termination
of the M-GAP Rider:

- - The Owner may not terminate the M-GAP Rider prior to the seventh Contract
  anniversary after the effective date of the Rider, unless such termination
  occurs (1) on or within thirty days after a Contract anniversary and (2) in
  conjunction with the repurchase of an M-GAP Rider with a waiting period of
  equal or greater length, if available.

- - The Owner may terminate the M-GAP Rider any time after the seventh Contract
  anniversary following the effective date of the Rider,

- - Other than in the event of a repurchase, once terminated the M-GAP Rider may
  not be purchased again.

- - The M-GAP Rider will terminate on the date the Contract is surrendered or
  annuitized, or on the date that a death benefit is payable unless the Contract
  is continued under "H. The Spouse of the Owner as Beneficiary" (see
  "DESCRIPTION OF THE CONTRACT-- THE ACCUMULATION PHASE").

                                       29
<PAGE>
From time to time the Company may illustrate minimum guaranteed income amounts
under the M-GAP Rider for individuals based on a variety of assumptions,
including varying rates of return on the value of the Contract during the
accumulation phase, annuity payout periods, annuity payout options and M-GAP
Rider waiting periods. Any assumed rates of return are for purposes of
illustration only and are not intended as a representation of past or future
investment rates of return.

For example, the illustration below assumes an initial payment of $100,000 for a
male age 60 (at issue) and exercise of a M-GAP Rider with a ten-year waiting
period. The illustration assumes that no subsequent payments or withdrawals are
made and that the annuity payout option is a Life Annuity With Payments
Guaranteed For 10 Years. The values below have been computed based on a 5% net
rate of return and are the guaranteed minimums that would be received under the
M-GAP Rider. The minimum guaranteed benefit base amounts are the values that
will be annuitized if the Rider is exercised. Minimum guaranteed annual income
values are based on a fixed annuity payout.

<TABLE>
<CAPTION>
                       MINIMUM
     CONTRACT        GUARANTEED       MINIMUM
    ANNIVERSARY        BENEFIT       GUARANTEED
    AT EXERCISE         BASE      ANNUAL INCOME(1)
- -------------------  -----------  ----------------
<S>                  <C>          <C>
        10            $ 171,034      $   12,786
        15            $ 218,287      $   18,545
</TABLE>

(1) Other fixed annuity options involving a life contingency other than Life
    Annuity With Payments Guaranteed For 10 Years are available. See "C.
    Description of Variable Annuity Payout Options."

J. ASSIGNMENT

The Contract, other than one sold in connection with certain qualified plans,
may be assigned by the Owner at any time prior to the Annuity Date and prior to
the death of an Owner (see "FEDERAL TAX CONSIDERATIONS"). The Company will not
be deemed to have knowledge of an assignment unless it is made in writing and
filed at the Principal Office. The Company will not assume responsibility for
determining the validity of any assignment. If an assignment of the Contract is
in effect on the Annuity Date, the Company reserves the right to pay to the
assignee, in one sum, that portion of the Surrender Value of the Contract to
which the assignee appears to be entitled. The Company will pay the balance, if
any, in one sum to the Owner in full settlement of all liability under the
Contract. The interest of the Owner and of any beneficiary will be subject to
any assignment.

                       ANNUITIZATION -- THE PAYOUT PHASE

Subject to certain restrictions discussed below, at annuitization the Owner has
the right:

- - to select the annuity option under which annuity benefit payments are to be
  made;

- - to determine whether those payments are to be made on a fixed basis, a
  variable basis, or a combination fixed and variable basis. If a variable
  annuity option is selected, the Owner must choose an Annuity Benefit Payment
  Change Frequency ("Change Frequency") and the date the first Change Frequency
  will occur.

- - to select one of the available assumed investment returns for a variable
  option (see "D. Variable Annuity Benefit Payments" below for details);

- - to choose an optional annuitization rider - the Minimum Annuitization Floor
  ("MAF") Rider or the Annuitization Payment Ratchet ("APR") Rider ; and

- - to elect to have the Death Benefit applied under any annuity option not
  extending beyond the beneficiary's life expectancy. The beneficiary may not
  change such an election.

                                       30
<PAGE>
A. ELECTING THE ANNUITY DATE

Generally, annuity benefit payments under the Contract will begin on the Annuity
Date. The Annuity Date:

- - may not be earlier than the second Contract Anniversary; and

- - must occur on the first day of any month before the Owner's 99th birthday or
  two years after the issue date, whichever is later.

If the Owner does not select an Annuity Date, the Annuity Date will be the later
of (a) the Owner's age 85 or (b) two years after the date of issue.

If there are Joint Owners, the age of the younger will determine the maximum
Annuity Date. The Owner may elect to change the Annuity Date by sending a
request to the Principal Office at least one month before the earlier of the new
Annuity Date or the currently scheduled date.

If the Annuity Date occurs when the Owner is at an advanced age, it is possible
that the Contract will not be considered an annuity for federal tax purposes. In
addition, the Internal Revenue Code ("the Code") and/or the terms of qualified
plans may impose limitations on the age at which annuity benefit payments may
commence and the type of annuity option that may be elected. The Owner should
carefully review the Annuity Date and the annuity options with his/her tax
adviser. See "FEDERAL TAX CONSIDERATIONS" for further information.

B. CHOOSING THE ANNUITY PAYOUT OPTION

Regardless of how payments were allocated during the accumulation phase, the
Owner may choose a variable annuity payout option, a fixed annuity payout option
or a combination fixed and variable annuity payout option. Currently, all of the
variable annuity payout options described below are available and may be funded
through all of the variable Sub-Accounts. In addition, each of the variable
annuity payout options is also available on a fixed basis. The Company may offer
other annuity options.

The Owner may change the annuity option up to one month before the Annuity Date.
If the Owner fails to choose an annuity option, monthly benefit payments will be
made under a fixed Life Annuity with Cash Back. If the Owner exercises the M-GAP
Rider, annuity benefit payments must be made under a fixed annuity payout option
involving a life contingency option.

The annuity option selected must result in an initial payment of at least $50 (a
lower amount may be required in certain jurisdictions.) The Company reserves the
right to increase this minimum amount. If the annuity option selected does not
produce an initial payment which meets this minimum, a single payment may be
made.

FIXED ANNUITY PAYOUT OPTIONS.  If the Owner selects a fixed annuity payout
option, each monthly annuity benefit payment will be equal to the first (unless
a withdrawal is made or as otherwise described under certain reduced survivor
annuity benefits.) Any portion of the Contract's Accumulated Value converted to
a fixed annuity will be held in the Company's General Account. The Contract
provides guaranteed fixed annuity rates that determine the dollar amount of the
first payment under each form of fixed annuity for each $1,000 of applied value.
These rates are based on the Annuity 2000 Mortality Table and a 3% AIR. The
Company may offer its Owners annuity rates more favorable than those contained
in the Contract. Any such rates will be applied uniformly to all Owners of the
same class. For more specific information about fixed annuity payout options,
see the Contract.

VARIABLE ANNUITY PAYOUT OPTIONS.  If the Owner selects a variable annuity
payout, he/she will receive monthly payments equal to the value of the fixed
number of Annuity Units in the chosen Sub-Account(s). Since the value of an
Annuity Unit in a Sub-Account reflects the investment performance of the
Sub-Account,

                                       31
<PAGE>
the amount of each monthly annuity benefit payment will usually vary. However,
under this Contract, if the Owner elects a variable option, he or she must also
select a monthly, quarterly, semi-annual or annual Annuity Benefit Change
Frequency ("Change Frequency.") The Change Frequency is the frequency that
changes due to the Sub-Account's investment performance will be reflected in the
dollar value of a variable annuity benefit payment. As such, the Change
Frequency chosen will determine how frequently monthly variable annuity payments
will vary. For example, if a monthly Change Frequency is in effect, payments may
vary on a monthly basis. If a quarterly Change Frequency is selected, the amount
of each monthly payment may change every three months and will be level within
each three month cycle.

At the time the Change Frequency is elected, the Owner must also select the date
the first change is to occur. This date may not be later than the length of the
Change Frequency elected. For example, if a semi-annual Change Frequency is
elected, the date of the first change may not be later than six months after the
Annuity Date. If a quarterly Change Frequency is elected, the date of the first
change may not be later than three months after the Annuity Date.

C. DESCRIPTION OF VARIABLE ANNUITY PAYOUT OPTIONS

The Company currently provides the following variable annuity payout options:

LIFE ANNUITIES

- - SINGLE LIFE ANNUITY -- Monthly payments during the Annuitant's life. Payments
  cease with the last annuity benefit payment due prior to the Annuitant's
  death.

- - JOINT AND SURVIVOR ANNUITIES -- Monthly payments during the Annuitant's and
  Joint Annuitant's joint lifetimes. Upon the first death, payments will
  continue for the remaining lifetime of the survivor at a previously elected
  level of 100%, two-thirds or one-half of the total number of Annuity Units.

LIFE WITH GUARANTEE PERIOD ANNUITY

- - SINGLE LIFE -- Monthly payments guaranteed for a specified number of years and
  continuing thereafter during the Annuitant's lifetime. If the Annuitant dies
  before all guaranteed payments have been made, the remaining payments continue
  to the Owner or the Beneficiary, whichever is applicable.

- - JOINT AND SURVIVOR ANNUITIES -- Monthly payments guaranteed for a specified
  number of years and continuing during the Annuitant's and Joint Annuitant's
  joint lifetimes. Upon the first death, payments continue for the survivor's
  remaining lifetime at the previously elected level of 100%, two-thirds or one-
  half of the Annuity Units. If the surviving Annuitant dies before all
  guaranteed payments have been made, the remaining payments continue to the
  Owner or the Beneficiary, whichever is applicable.

LIFE ANNUITY WITH CASH BACK

- - SINGLE LIFE -- Monthly payments during the Annuitant's life. Thereafter, any
  excess of the original applied Annuity Value, over the total amount of annuity
  benefit payments made and withdrawals taken, will be paid to the Owner or the
  Beneficiary (whichever is applicable).

- - JOINT AND SURVIVOR ANNUITIES -- Monthly payments during the Annuitant's and
  Joint Annuitant's joint lifetimes. At the first death, payments continue for
  the survivor's remaining lifetime at the previously elected level of 100%,
  two-thirds or one-half of the Annuity Units. Thereafter, any excess of the
  original applied Annuity Value, over the total amount of annuity benefit
  payments made and withdrawals taken, will be paid to the Owner or the
  Beneficiary (whichever is applicable).

                                       32
<PAGE>
PERIOD CERTAIN ANNUITY

Monthly annuity benefit payments for a chosen number of years ranging from five
to thirty are paid. If the Annuitant dies before the end of the period,
remaining payments will continue. The period certain option does not involve a
life contingency. In the computation of the payments under this option, the
charge for annuity rate guarantees, which includes a factor for mortality risks,
is made.

D. VARIABLE ANNUITY BENEFIT PAYMENTS

THE ANNUITY UNIT.  On and after the Annuity Date, the Annuity Unit is a measure
of the value of the monthly annuity benefit payments under a variable annuity
option. The value of an Annuity Unit in each Sub-Account on its inception date
was set at $1.00. The value of an Annuity Unit of a Sub-Account on any Valuation
Date thereafter is equal to the value of the Annuity Unit on the immediately
preceding Valuation Date multiplied by the product of:

(a) a discount factor equivalent to the Assumed Investment Return and

(b) the Net Investment Factor of the Sub-Account funding the annuity benefit
    payments for the applicable Valuation Period.

Annuity benefit payments will increase from one payment date to the next if the
annualized net rate of return during that period is greater than the AIR and
will decrease if the annualized net rate of return is less than the AIR. Where
permitted by law, the Owner may select an AIR of 3%, 5% or 7%. A higher AIR will
result in a higher initial payment. However, subsequent payments will increase
more slowly during periods when actual investment performance exceeds the AIR
and will decrease more rapidly during periods when investment performance is
less than the AIR.

DETERMINATION OF THE FIRST ANNUITY BENEFIT PAYMENT.  The amount of the first
periodic variable annuity benefit payment depends on the:

- - annuity payout option chosen;

- - length of the annuity option elected;

- - age of the Annuitant;

- - gender of the Annuitant (if applicable, see "I. NORRIS Decision");

- - value of the amount applied under the annuity option;

- - applicable annuity purchase rates based on the Annuity 2000 Mortality Table;
  and

- - assumed investment return (AIR) selected.

The dollar amount of the first periodic annuity benefit payment is determined by
multiplying

(1) the Accumulated Value applied under that option after application of any
    Market Value Adjustment and less premium tax, if any, (or the amount of the
    death benefit, if applicable) divided by $1,000, by

(2) the applicable amount of the first monthly payment per $1,000 of value.

DETERMINATION OF THE NUMBER OF ANNUITY UNITS.  The dollar amount of the first
variable annuity benefit payment is then divided by the value of an Annuity Unit
of the selected Sub-Account(s) to determine the number of Annuity Units
represented by the first payment. The number of Annuity Units remains fixed
under

                                       33
<PAGE>
all annuity options (except for the survivor annuity benefit payment under the
joint and two-thirds or joint and one-half option) unless the Owner transfers
among Sub-Accounts, makes a withdrawal, or units are split.

DOLLAR AMOUNT OF SUBSEQUENT VARIABLE ANNUITY BENEFIT PAYMENTS.  For each
subsequent payment, the dollar amount of the variable annuity benefit payment is
determined by multiplying this fixed number of Annuity Units by the value of an
Annuity Unit on the applicable Valuation Date. The dollar amount of each
periodic variable annuity benefit payment after the first will vary with
subsequent variations in the value of the Annuity Unit of the selected
Sub-Account(s).

For an illustration of the calculation of a variable annuity benefit payment
using a hypothetical example, see "Annuity Benefit Payments" in the SAI.

PAYMENT OF ANNUITY BENEFIT PAYMENTS.  The Owner will receive the annuity benefit
payments unless he/ she requests in writing that payments be made to another
person, persons, or entity. If the Owner (or, if there are Joint Owners, the
surviving Joint Owner) dies on or after the Annuity Date, the beneficiary will
become the Owner of the Contract. Any remaining annuity benefit payments will
continue to the beneficiary in accordance with the terms of the annuity benefit
payment option selected. If there are Joint Owners on or after the Annuity Date,
upon the first Owner's death, any remaining annuity benefit payments will
continue to the surviving Joint Owner in accordance with the terms of the
annuity benefit payment option selected.

If an Annuitant dies on or after the Annuity Date but before all guaranteed
annuity benefit payments have been made, any remaining payments will continue to
be paid to the Owner or the payee the Owner has designated. Unless otherwise
indicated by the Owner, after the death of the Annuitant, the present value of
any remaining guaranteed annuity benefit payments may be paid in a single sum to
the Owner. For discussion of present value calculation, see "Present Value
Determination" below. Variable annuity benefit payments will be commuted at the
AIR. Fixed annuity benefit rates will be commuted at the rate used to determine
the benefit.

E. TRANSFERS OF ANNUITY UNITS

After the Annuity Date and prior to the death of the Annuitant, the Owner may
transfer among the available Sub-Accounts upon written or telephone request to
the Company. As discussed in "A. Payments," a properly completed authorization
form must be on file before telephone requests will be honored. A designated
number of Annuity Units equal to the dollar amount of the transfer requested
will be exchanged for an equivalent dollar amount of Annuity Units of another
Sub-Account. Transfer values will be based on the Annuity Value next computed
after receipt of the transfer request.

Currently, the Company does not charge for transfers. The first 12 transfers in
a Contract year are guaranteed to be free of any transfer charge. For each
subsequent transfer in a Contract year, the Company reserves the right to assess
a charge, guaranteed never to exceed $25, to reimburse it for the expense of
processing transfers.

Automatic transfers (Dollar Cost Averaging) is available during the
annuitization phase subject to the rules described in "E. Transfer Privilege"
except that the Fixed Account is not available as a source account.

F. WITHDRAWALS AFTER THE ANNUITY DATE (NOT AVAILABLE UNDER QUALIFIED PLANS,
  EXCEPT AS DESCRIBED BELOW).

After the Annuity Date and prior to the death of the Annuitant, the Owner may
take a withdrawal from the Contract. The Owner may choose between two withdrawal
options: a "Payment Withdrawal Amount" option or a "Present Value Withdrawal"
option.

Withdrawals after the Annuity Date are generally not available for:

                                       34
<PAGE>
- - Qualified Contracts*

- - Contracts funding Section 457 Deferred Compensation Plans

- - All other Contracts in which the beneficiary has chosen to receive annuity
  payments in one lump sum.

* however, withdrawals may be made under Roth IRAs before the death of the
Owner.

WITHDRAWALS AFTER THE ANNUITY DATE MAY HAVE ADVERSE TAX CONSEQUENCES. SEE
FEDERAL TAX CONSIDERATIONS, B. TAXATION OF THE CONTRACT IN GENERAL, "WITHDRAWALS
AFTER ANNUITIZATION."

The minimum amount of a withdrawal is $1,000. Any withdrawal is normally payable
within seven days following the Company's receipt of the surrender or withdrawal
request.

The Company reserves the right to defer withdrawals of amounts in each
Sub-Account in any period during which:

- - trading on the New York Stock Exchange is restricted as determined by the SEC
  or such Exchange is closed for other than weekends and holidays;

- - the SEC has by order permitted such suspension; or

- - an emergency, as determined by the SEC, exists such that disposal of portfolio
  securities or valuation of assets of a separate account is not reasonably
  practicable.

The Company reserves the right to defer withdrawals of amounts allocated to the
Company's General Account for a period not to exceed six months. Deferred
amounts will receive interest during the deferral period at a rate of at least
3%.

PAYMENT WITHDRAWAL AMOUNT OPTION.  Once each calendar year, the Owner may
withdraw an amount not to exceed the previous monthly annuity benefit payment
multiplied by ten (10) (the "Payment Withdrawal Amount"). The withdrawal may not
exceed the maximum remaining guaranteed payments. Any withdrawal proportionately
reduces the number of Annuity Units applied to each future annuity benefit
payment. The proportionate reduction is calculated by multiplying the number of
Annuity Units in each future annuity benefit payment, determined immediately
prior to the withdrawal, by the following fraction:

                   Amount of the variable or fixed withdrawal
             ------------------------------------------------------
        Present Value of all remaining variable or fixed annuity benefit
                 payments immediately prior to the withdrawal.

PRESENT VALUE WITHDRAWAL OPTION.  In addition, if the Owner has annuitized under
a period certain or cash back annuity payout option and there are remaining
guaranteed payments, the Owner may withdraw no more than once each calendar year
a portion of the present value of those remaining guaranteed annuity benefit
payments calculated with a discount factor as outlined in the Contract. The
total percentage withdrawn during the entire payout phase cannot exceed a
maximum of 75% of the present value of the remaining guaranteed annuity payments
(the "Present Value Withdrawal Amount"). Each withdrawal proportionately reduces
the number of units in future annuity benefit payments. This proportionate
reduction is calculated by multiplying the number of Annuity Units in each
future annuity benefit payment, determined immediately prior to the withdrawal,
by the following fraction:

                   Amount of the variable or fixed withdrawal
           ----------------------------------------------------------
      Present Value of all remaining variable or fixed guaranteed annuity
              benefit payments immediately prior to the withdrawal

                                       35
<PAGE>
If the Annuitant is still living after the guaranteed number of payments has
been made, the number of Annuity Units used in calculating the annuity benefit
payment prior to any withdrawal will be restored to its original value (adjusted
for any transfers if applicable) as if no withdrawal(s) had taken place.

PRESENT VALUE DETERMINATION.  Present values of either all future annuity
benefit payments or future guaranteed annuity benefit payments are calculated
based on the Annuity 2000 Mortality Table (male, female or unisex rates as
appropriate), and the interest rate or AIR used to determine the annuity benefit
payments, increased by the following adjustments:

- - Death of Annuitant -                                          0.00% Adjustment

- - Withdrawals 5 or more years after issue date -                0.00% Adjustment

- - Withdrawals within 5 years of issue date:

      15 or more years of annuity benefit payments being valued -          1.00%
      Adjustment

      10-14 years of annuity benefit payments being valued -    1.50% Adjustment

      Less than 10 years of annuity benefit payments being valued -        2.00%
      Adjustment

The adjustment to the interest rate used to determine the Present Value results
in lower future annuity payments.

G. OPTIONAL ANNUITIZATION RIDERS

The following optional annuitization riders are available under the Contract:

- - Minimum Annuitization Floor ("MAF") Rider

- - Annuitization Payment Ratchet ("APR") Rider

MINIMUM ANNUITIZATION FLOOR ("MAF") RIDER.  If the Owner elects a variable
annuity option, an optional Minimum Annuitization Floor ("MAF") Rider is
available at annuitization in most jurisdictions. The MAF Rider guarantees that
each monthly benefit payment after the first will never be less than that first
payment (the "MAF Amount"), unless an adjustment is required due to a withdrawal
or the death of the first Annuitant under a two-thirds or one-half survivor
benefit option.

If a withdrawal is taken while the Rider is in effect, the MAF Amount will be
reduced in the same manner that Annuity Units are reduced. After the death of
the first Annuitant under a joint and survivor option, the number of Annuity
Units will be reduced by one-third or one-half, as applicable.

There is no periodic charge for the MAF Rider. However, because lower annuity
option rates will be used under the MAF Rider, the first annuity benefit payment
will be lower than it would have been without the MAF Rider. Subsequent payments
will also be lower unless the guarantee provided by the MAF Rider is triggered,
at which time payments may be higher than if the MFAF Rider had not been
elected.

The Rider terminates upon payment of the last annuity benefit payment.

ANNUITIZATION PAYMENT RATCHET ("APR") RIDER.  If the Owner elects a variable
annuity option, an optional Annuitization Payment Ratchet ("APR") Rider is
available at annuitization in most jurisdictions. In order to elect the Rider,
the Owner must also elect an ANNUAL Annuity Benefit Payment Change Frequency
("Change Frequency").

The APR Rider provides that, regardless of investment performance, the amount of
the monthly payments within each annual Change Frequency cycle (assuming no
withdrawals are taken) will equal or exceed the

                                       36
<PAGE>
dollar amount of the last monthly payment in the previous annual Change
Frequency cycle. The amount of the last monthly payment in the previous Change
Frequency cycle is called the "Current Ratchet Amount." The monthly payment in
any Change Frequency cycle will never exceed 10% of the Current Ratchet Amount
(assuming no withdrawals are taken). As a result, under the APR Rider each
monthly payment will equal or exceed the previous payment, but the potential
increase in benefit payments from one annual Change Frequency cycle to the next
is limited by the 10% cap on any increase in the Current Ratchet Amount.

The APR Rider is subject to the conditions outlined below:

- - The amount of each monthly payment prior to the beginning of the first Change
  Frequency cycle will be equal to the first variable annuity benefit payment
  determined on the Annuity Date assuming no withdrawals are taken.

- - If a withdrawal is taken, the Current Ratchet Amount will be proportionately
  reduced in the same manner that the Annuity Units are reduced.

- - At the death of the first Annuitant under a two-thirds or one-half survivor
  annuitization option, the Current Ratchet Amount is adjusted by one-third or
  one-half, as applicable.

There is no periodic charge for the APR Rider. However, lower annuity option
rates are used to determine the initial annuity benefit payment. If the APR
Rider is in effect, the first annuity benefit payment will be lower than it
would have been without the Rider. Subsequent payments will also be lower unless
the ratcheting effect provided by the APR Rider is triggered, at which time
payments will be higher than if the Rider had not been elected.

The Rider will terminate upon payment of the last annuity benefit payment.

H. REVERSAL OF ANNUITIZATION

The Owner may reverse the decision to annuitize by request to the Company within
90 days of the Annuity Date. Upon receipt of such request, the Company will
return the Contract to the accumulation phase subject to the following:

(1) The value applied under a variable annuity option during this period will be
    treated as if it had been invested in the accumulation phase of the
    Contract, with the same allocations that were in effect since the Annuity
    Date.

(2) The value applied under a fixed annuity option during this period, except
    for the excess value of the M-GAP Benefit Base over the Annuity Value, if
    applicable, will be treated as if it had been invested in the Fixed Account
    during the accumulation phase of the Contract since the Annuity Date.

(3) Any annuity benefit payments paid or withdrawals taken during this period
    will be treated as a withdrawal of the Surrender Value as of the date of the
    payment or withdrawal. Fixed annuity benefit payments will be treated as
    withdrawals from the Fixed Account. Variable annuity benefit payments will
    be treated as withdrawals from the variable Sub-Accounts. Surrender charges
    may apply to these withdrawals.

(4) If the Company learns of the Owner's decision to reverse after the maximum
    Annuity Date permitted under the Contract, the Owner must immediately select
    another annuity payout option.

I. NORRIS DECISION

In the case of ARIZONA GOVERNING COMMITTEE V. NORRIS, the United States Supreme
Court ruled that, in connection with retirement benefit options offered under
certain employer-sponsored employee benefit plans, annuity options based on
sex-distinct actuarial tables are not permissible under Title VII of the Civil
Rights Act of 1964. The ruling requires that benefits derived from contributions
paid into a plan after August 1, 1983

                                       37
<PAGE>
be calculated without regard to the sex of the employee. Annuity benefits
attributable to payments received by the Company under a Contract issued in
connection with an employer-sponsored benefit plan affected by the NORRIS
decision will be based on unisex rates.

                             CHARGES AND DEDUCTIONS

Deductions under the Contract and charges against the assets of the Sub-Accounts
are described below. Other deductions and expenses paid out of the assets of the
Underlying Funds are described in the prospectus and SAI of DGPF.

A. VARIABLE ACCOUNT DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE.  The Company assesses a charge against the
assets of each Sub-Account to compensate for certain mortality and expense risks
it has assumed. The mortality and expense risk charge is assessed daily at an
annual rate of 1.25% of each Sub-Account's assets. The charge is imposed during
both the accumulation phase and the annuity payout phase. The mortality risk
arises from the Company's guarantee that it will make annuity benefit payments
in accordance with annuity rate provisions established at the time the Contract
is issued for the life of the Annuitant (or in accordance with the annuity
payout option selected), no matter how long the Annuitant lives and no matter
how long all Annuitants as a class live. The mortality charge is deducted during
the annuity payout phase on all Contracts, including those that do not involve a
life contingency, even though the Company does not bear direct mortality risk
with respect to variable annuity settlement options that do not involve life
contingencies. The expense risk arises from the Company's guarantee that the
charges it makes will not exceed the limits described in the Contract and in
this Prospectus.

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
expenses are less than the amounts provided to the Company by the charge, the
difference will be a profit to the Company. To the extent this charge results in
a 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.

This charge may not be increased. Since mortality and expense risks involve
future 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.

ADMINISTRATIVE EXPENSE CHARGE.  The Company assesses each Sub-Account with a
daily Administrative Expense charge at an annual rate of 0.15% of the average
daily net assets of the Sub-Account. The charge is imposed during both the
accumulation phase and the annuity payout phase. The daily Administrative
Expense Charge is assessed to help defray administrative expenses actually
incurred in the administration of the Sub-Account. There is no direct
relationship, however, between the amount of administrative expenses imposed on
a given Contract and the amount of expenses actually attributable to that
Contract.

Deductions for the Contract fee (described below under "B. Contract Fee") and
for the Administrative Expense Charge are designed to reimburse the Company for
the cost of administration and related expenses. The administrative functions
and expense assumed by the Company in connection with the Variable Account and
the Contract include, but are not limited to, clerical, accounting, actuarial
and legal services, rent, postage, telephone, office equipment and supplies,
expenses of preparing and printing registration statements, expense of preparing
and typesetting prospectuses and the cost of printing prospectuses not allocable
to sales expense, filing and other fees.

OTHER CHARGES.  Because the Sub-Accounts purchase shares of the Underlying
Funds, the value of the net assets of the Sub-Accounts will reflect the
investment advisory fee and other expenses incurred by the

                                       38
<PAGE>
Underlying Funds. The prospectus and SAI of DGPF contain additional information
concerning expenses of the Underlying Funds.

B. CONTRACT FEE

A $35 Contract fee (a lower fee may apply in some states) currently is deducted
during the accumulation phase, on the Contract anniversary date and upon full
surrender of the Contract if the Accumulated Value on any of these dates is less
than $75,000. The Contract fee is waived for Contracts issued to and maintained
by the trustee of a 401(k) plan.

Where Contract value has been allocated to more than one account, a percentage
of the total Contract fee will be deducted from the value in each account. The
portion of the charge deducted from each account will be equal to the percentage
that the value in that account bears to the Accumulated Value under the
Contract. The deduction of the Contract fee from a Sub-Account will result in
cancellation of a number of Accumulation Units equal in value to the portion of
the charge deducted from that Sub-Account.

Where permitted by law, the Contract fee also may be waived for Contracts where,
on the issue date, either the Owner or the Annuitant is within the following
class of individuals: employees and registered representatives of any
broker-dealer which has entered into a sales agreement with the Company to sell
the Contract; employees of the Company, its affiliates and subsidiaries
officers, directors, trustees and employees of any of the Underlying Funds;
investment managers or sub-advisers; and the spouses of and immediate family
members residing in the same household with such eligible persons. "Immediate
family members" means children, siblings, parents and grandparents.

C. OPTIONAL RIDER CHARGES

Subject to state availability, the Company offers a number of riders that may be
elected by the Owner at issue. The M-GAP Rider may be elected at issue or on any
Contract anniversary. A separate monthly charge is made for each Rider through a
pro-rata reduction of the Accumulated Value of the Sub-Accounts, the Fixed
Account and the Guarantee Period Accounts. The pro-rata reduction is based on
the relative value that the Accumulation Units of the Sub-Accounts, the dollar
amounts in the Fixed Account and the dollar amounts in the Guarantee Period
Accounts bear to the total Accumulated Value.

The applicable charge for the following is assessed on the Accumulated Value on
the last day of each Contract month and, if applicable, on the date the Rider is
terminated, multiplied by 1/12th of the following annual percentage rates:

<TABLE>
<S>                                                                          <C>
Minimum Guaranteed Annuity Payout Rider with ten-year waiting period.......      0.35%
Minimum Guaranteed Annuity Payout Rider with fifteen-year waiting period...      0.20%
Enhanced Death Benefit With Annual Step-Up.................................      0.15%
5% Enhanced Death Benefit With Annual Step-Up..............................      0.25%
7% Enhanced Death Benefit With Annual Step-Up..............................      0.35%
</TABLE>

For a description of the Riders, see "Optional Enhanced Death Benefit" under "G.
Death Benefit", and "I. Optional Minimum Guaranteed Annuity Payout (M-GAP)
Rider" under "DESCRIPTON OF THE CONTRACT -- THE ACCUMULATION PHASE," above.

D. PREMIUM TAXES

Some states and municipalities impose a premium tax on variable annuity
contracts. State premium taxes currently range up to 3.5%. The Company makes a
charge for state and municipal premium taxes, when applicable, and deducts the
amount paid as a premium tax charge. The current practice of the Company is to
deduct the premium tax charge in one of two ways:

1.  if the premium tax was paid by the Company when payments were received, the
    premium tax charge is deducted on a pro-rata basis when withdrawals are
    made, upon surrender of the Contract, or when

                                       39
<PAGE>
    annuity benefit payments begin (the Company reserves the right instead to
    deduct the premium tax charge for a Contract at the time payments are
    received); or

2.  the premium tax charge is deducted in total when annuity benefit payments
    begin.

In no event will a deduction be taken before the Company has incurred a tax
liability under applicable state law.

If no amount for premium tax was deducted at the time the payment was received,
but subsequently tax is determined to be due prior to the Annuity Date, the
Company reserves the right to deduct the premium tax from the Contract value at
the time such determination is made.

E. SURRENDER CHARGE

No charge for sales expense is deducted from payments at the time the payments
are made. A surrender charge, however, is deducted from the Accumulated Value in
the case of surrender within certain time limits described below.

CALCULATION OF SURRENDER CHARGE.  For purposes of determining the surrender
charge, the Accumulated Value is divided into four categories:

- - New Payments - payments received by the Company during the nine years
  preceding the date of the surrender;

- - Old Payments - total payments invested in the Contract for more than nine
  years;

- - the amount available under the Withdrawal Without Surrender Charge provision;
  and

- - Payment Credits.

For purposes of determining the amount of any surrender charge, surrenders will
be deemed to be taken on the following order:

(1) first from amounts available as a Withdrawal Without Surrender Charge, if
    any;

(2) then from any Old Payments;

(3) then from New Payments; and

(4) last from Payment Credits.

Amounts available as a Withdrawal Without Surrender Charge, followed by Old
Payments, may be withdrawn from the Contract at any time without the imposition
of a surrender charge. However, if a withdrawal or surrender is attributable all
or in part to New Payments, a surrender charge may be imposed.

The amount of the charge will depend upon the number of years that any New
Payments to which the withdrawal is attributed have remained credited under the
Contract. For the purpose of calculating surrender charges for New Payments, all
amounts withdrawn are assumed to be deducted first from the oldest New Payment
and then from the next oldest New Payment and so on, until all New Payments have
been exhausted pursuant to the first-in-first-out ("FIFO") method of accounting.
(See "FEDERAL TAX CONSIDERATIONS" for a discussion of how withdrawals are
treated for income tax purposes.)

                                       40
<PAGE>
The surrender charge is as follows:

<TABLE>
<CAPTION>
COMPLETE YEARS FROM
  DATE OF PAYMENT      CHARGE
- -------------------  -----------
<S>                  <C>
        0-4             8.5%
    more than 4         7.5%
    more than 5         6.5%
    more than 6         5.5%
    more than 7         3.5%
    more than 8         1.5%
    more than 9           0
</TABLE>

The amount withdrawn equals the amount requested by the Owner plus the surrender
charge, if any. The charge is applied as a percentage of the New Payments
withdrawn, but in no event will the total surrender charge exceed a maximum
limit of 8.5% of total gross New Payments. Such total charge equals the
aggregate of all applicable surrender charges for a surrender and withdrawals.

For further information on surrender and withdrawals, including minimum limits
on amount withdrawn and amount remaining under the Contract in the case of
withdrawals, and important tax considerations, see "F. Surrender and
Withdrawals" under "DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE" and
see "FEDERAL TAX CONSIDERATIONS."

REDUCTION OR ELIMINATION OF SURRENDER CHARGE AND ADDITIONAL AMOUNTS
CREDITED.  Where permitted by state law, the Company will waive the surrender
charge in the event that the Owner (or the Annuitant, if the Owner is not an
individual) becomes physically disabled after the issue date of the Contract (or
in the event that the original Owner or Annuitant has changed since issue, after
being named Owner or Annuitant) and before attaining age 65. The Company may
require proof of such disability and continuing disability and reserves the
right to obtain an examination by a licensed physician of its choice and at its
expense.

In addition, the Company will waive the surrender charge in the event that an
Owner (or the Annuitant, if the Owner is not an individual) is:

(1) admitted to a medical care facility after becoming the Owner or Annuitant
    under the Contract and remains confined there until the later of one year
    after the issue date or 90 consecutive days; or

(2) first diagnosed by a licensed physician as having a fatal illness after the
    issue date of the Contract and after being named Owner or Annuitant.

For purposes of the above provision, "medical care facility" means any
state-licensed facility or, in a state that does not require licensing, a
facility that is operating pursuant to state law, providing medically necessary
inpatient care which is prescribed by a licensed "physician" in writing and
based on physical limitations which prohibit daily living in a non-institutional
setting; "fatal illness" means a condition diagnosed by a licensed "physician"
which is expected to result in death within two years of the diagnosis; and
"physician" means a person other than the Owner, Annuitant or a member of one of
their families who is state licensed to give medical care or treatment and is
acting within the scope of that license. "Physically disabled" means the Owner
or Annuitant, as applicable, has been unable to engage in an occupation or to
conduct daily activities for a period of at least 12 consecutive months as a
result of disease or bodily injury.

Where surrender charges have been waived under any of the situations discussed
above, no additional payments under this Contract will be accepted unless
required by state law.

In addition, from time to time the Company may allow a reduction in or
elimination of the surrender charges, the period during which the charges apply,
or both, and/or credit additional amounts on Contracts, when

                                       41
<PAGE>
Contracts are sold to individuals or groups of individuals in a manner that
reduces sales expenses. The Company will consider factors such as the following:

- - the size and type of group or class, and the persistency expected from that
  group or class;

- - the total amount of payments to be received, and the manner in which payments
  are remitted;

- - the purpose for which the Contracts are being purchased, and whether that
  purpose makes it likely that costs and expenses will be reduced;

- - other transactions where sales expenses are likely to be reduced; or

- - the level of commissions paid to selling broker-dealers or certain financial
  institutions with respect to Contracts within the same group or class (for
  example, broker-dealers who offer this Contract in connection with financial
  planning services offered on a fee-for-service basis).

The Company also may reduce or waive the surrender charge, and/or credit
additional amounts on Contracts, where either the Owner or the Annuitant on the
issue date is within the following class of individuals ("eligible persons"):

- - employees and registered representatives of any broker-dealer which has
  entered into a sales agreement with the Company to sell the Contract;

- - employees of the Company, its affiliates and subsidiaries; officers,
  directors, trustees and employees of any of the Underlying Funds;

- - investment managers or sub-advisers; and

- - the spouses of and immediate family members residing in the same household
  with such eligible persons. "Immediate family members" means children,
  siblings, parents, and grandparents.

In addition, if permitted under state law, the surrender charge will be waived
under 403(b) Contracts where the amount withdrawn is being contributed to a life
policy issued by the Company as part of the individual's 403(b) plan.

Where an Owner who is trustee under a pension plan surrenders, in whole or in
part, a Contract on a terminating employee, the trustee will be permitted to
reallocate all or a part of the Accumulated Value under the Contract to other
Contracts issued by the Company and owned by the trustee, with no deduction for
any otherwise applicable surrender charge. Any such reallocation will be at the
unit values for the Sub-Accounts as of the Valuation Date on which a written,
signed request is received at the Principal Office.

Any reduction or elimination in the amount or duration of the surrender charge
will not discriminate unfairly among purchasers of this Contract. The Company
will not make any changes to this charge where prohibited by law.

F. TRANSFER CHARGE

The Company currently does not charge for processing transfers. The Company
guarantees that the first 12 transfers in a Contract year will be free of a
transfer charge, but reserves the right to assess a charge, guaranteed never to
exceed $25, for each subsequent transfer in a Contract year to reimburse it for
the expense of processing transfers. For more information, see "E. Transfer
Privilege" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE.

                                       42
<PAGE>
                           GUARANTEE PERIOD ACCOUNTS

Due to certain exemptive and exclusionary provisions in the securities laws,
interests in the Guarantee Period Accounts and the Company's Fixed Account are
not registered as an investment company under the provisions of the 1933 Act or
the 1940 Act. Accordingly, the staff of the SEC has not reviewed the disclosures
in this Prospectus relating to the Guarantee Period Accounts or the Fixed
Account. Nevertheless, disclosures regarding the Guarantee Period Accounts and
the Fixed Account of this Contract or any fixed benefits offered under these
accounts may be subject to the provisions of the 1933 Act relating to the
accuracy and completeness of statements made in the Prospectus.

INVESTMENT OPTIONS.  In most jurisdictions, Guarantee Periods ranging from two
through ten years may be available. Each Guarantee Period established for the
Owner is accounted for separately in a non-unitized segregated account, except
in California where it is accounted for in the Company's General Account. Each
Guarantee Period Account provides for the accumulation of interest at a
Guaranteed Interest Rate. The Guaranteed Interest Rate on amounts allocated or
transferred to a Guarantee Period Account is determined from time to time by the
Company in accordance with market conditions. Once an interest rate is in effect
for a Guarantee Period Account, however, the Company may not change it during
the duration of its Guarantee Period. In no event will the Guaranteed Interest
Rate be less than 3%. The Guarantee Period Accounts are not available in New
York, Oregon, Maryland, and Pennsylvania.

To the extent permitted by law, the Company reserves the right at any time to
offer Guarantee Periods with durations that differ from those which were
available when a Contract initially was issued and to stop accepting new
allocations, transfers or renewals to a particular Guarantee Period.

Owners may allocate net payments or make transfers from any of the Sub-Accounts,
the Fixed Account or an existing Guarantee Period Account to establish a new
Guarantee Period Account at any time prior to the Annuity Date. Transfers from a
Guarantee Period Account on any date other than on the day following the
expiration of that Guarantee Period will be subject to a Market Value
Adjustment. The Company establishes a separate investment account each time the
Owner allocates or transfers amounts to a Guarantee Period except that amounts
allocated to the same Guarantee Period on the same day will be treated as one
Guarantee Period Account. The minimum that may be allocated to establish a
Guarantee Period Account is $1,000. If less than $1,000 is allocated, the
Company reserves the right to apply that amount to the Sub-Account investing in
Cash Reserve Series. The Owner may allocate amounts to any of the Guarantee
Periods available.

At least 45 days, but not more than 75 days, prior to the end of a Guarantee
Period, the Company will notify the Owner in writing of the expiration of that
Guarantee Period. At the end of a Guarantee Period the Owner may transfer
amounts to the Sub-Accounts, the Fixed Account or establish a new Guarantee
Period Account of any duration then offered by the Company, without a Market
Value Adjustment. If reallocation instructions are not received at the Principal
Office before the end of a Guarantee Period, the account value automatically
will be applied to a new Guarantee Period Account with the same duration at the
then current rate unless (1) less than $1,000 would remain in the Guarantee
Period Account on the expiration date, or (2) unless the Guarantee Period would
extend beyond the Annuity Date or is no longer available. In such cases, the
Guarantee Period Account value will be transferred to the Sub-Account investing
in the Cash Reserve Series. Where amounts have been renewed automatically in a
new Guarantee Period, it is the Company's current practice to give the Owner an
additional 30 days to transfer out of the Guarantee Period Account without
application of a Market Value Adjustment.

MARKET VALUE ADJUSTMENT.  No Market Value Adjustment will be applied to
transfers, withdrawals, or surrender from a Guarantee Period Account on the
expiration of its Guarantee Period. In addition, no negative Market Value
Adjustment will be applied to a death benefit although a positive Market Value
Adjustment, if any, will be applied to increase the value of the death benefit
when based on the Contract's Accumulated Value. See "Death Benefit." All other
transfers, withdrawals, or a surrender prior to the end of a Guarantee Period
will be subject to a Market Value Adjustment, which may increase or decrease the
account value.

                                       43
<PAGE>
Amounts applied under an annuity option are treated as withdrawals when
calculating the Market Value Adjustment. The Market Value Adjustment will be
determined by multiplying the amount taken from each Guarantee Period Account
before deduction of any surrender charge by the market value factor. The market
value factor for each Guarantee Period Account is equal to:

                            [(1+i)/(1+j)](n/365) - 1

        where:  i  is the Guaranteed Interest Rate expressed as a decimal for
                   example: (3% = 0.03) being credited to the current Guarantee
                   Period;

               j  is the new Guaranteed Interest Rate, expressed as a decimal,
                  for a Guarantee Period with a duration equal to the number of
                  years remaining in the current Guarantee Period, rounded to
                  the next higher number of whole years. If that rate is not
                  available, the Company will use a suitable rate or index
                  allowed by the Department of Insurance; and

               n  is the number of days remaining from the Valuation Date to the
                  end of the current Guarantee Period.

Based on the application of this formula, the value of a Guarantee Period
Account will increase after the Market Value Adjustment is applied if the then
current market rates are lower than the rate being credited to the Guarantee
Period Account. Similarly, the value of a Guarantee Period Account will decrease
after the Market Value Adjustment is applied if the then current market rates
are higher than the rate being credited to the Guarantee Period Account. The
Market Value Adjustment is limited, however, so that even if the account value
is decreased after application of a Market Value Adjustment, it will equal or
exceed the Owner's principal plus 3% earnings per year less applicable Contract
fees. Conversely, if the then current market rates are lower and the account
value is increased after the Market Value Adjustment is applied, the increase in
value is also affected by the minimum guaranteed rate of 3%. The amount that
will be added to the Guarantee Period Account is limited to the difference
between the amount earned and the 3% minimum guaranteed earnings. For examples
of how the Market Value Adjustment works, See APPENDIX C, "SURRENDER CHARGES AND
THE MARKET VALUE ADJUSTMENT".

WITHDRAWALS.  Prior to the Annuity Date, the Owner may make withdrawals of
amounts held in the Guarantee Period Accounts. Withdrawals from these accounts
will be made in the same manner and be subject to the same rules as set forth
under "F. Surrender and Withdrawals." In addition, the following provisions also
apply to withdrawals from a Guarantee Period Account: (1) a Market Value
Adjustment will apply to all withdrawals, including Withdrawals Without
Surrender Charge, unless made at the end of the Guarantee Period; and (2) the
Company reserves the right to defer payments of amounts withdrawn from a
Guarantee Period Account for up to six months from the date it receives the
withdrawal request. If deferred for 30 days or more, the Company will pay
interest on the amount deferred at a rate of at least 3%.

In the event that a Market Value Adjustment applies to a withdrawal of a portion
of the value of a Guarantee Period Account, it will be calculated on the amount
requested and deducted or added to the amount remaining in the Guarantee Period
Account. If the entire amount in a Guarantee Period Account is requested, the
adjustment will be made to the amount payable. If a surrender charge applies to
the withdrawal, it will be calculated as set forth under "E. Surrender Charge"
after application of the Market Value Adjustment.

                           FEDERAL TAX CONSIDERATIONS

The effect of federal income taxes on the value of a Contract, on withdrawals or
surrenders, on annuity benefit payments, and on the economic benefit to the
Owner, Annuitant, or beneficiary depends upon a variety of factors. The
following discussion is based upon the Company's understanding of current
federal income tax laws as they are interpreted as of the date of this
Prospectus. No representation is made regarding the likelihood of continuation
of current federal income tax laws or of current interpretations by the IRS. In

                                       44
<PAGE>
addition, this discussion does not address state or local tax consequences that
may be associated with the Contract.

IT SHOULD BE RECOGNIZED THAT THE FOLLOWING DISCUSSION OF FEDERAL INCOME TAX
ASPECTS OF AMOUNTS RECEIVED UNDER VARIABLE ANNUITY CONTRACTS IS NOT EXHAUSTIVE,
DOES NOT PURPORT TO COVER ALL SITUATIONS, AND IS NOT INTENDED AS TAX ADVICE. A
QUALIFIED TAX ADVISER ALWAYS SHOULD BE CONSULTED WITH REGARD TO THE APPLICATION
OF LAW TO INDIVIDUAL CIRCUMSTANCES.

A. GENERAL

THE COMPANY.  The Company intends to make a charge for any effect which the
income, assets, or existence of the Contract, the Variable Account or the
Sub-Accounts may have upon its tax. The Variable Account presently is not
subject to tax, but the Company reserves the right to assess a charge for taxes
should the Variable Account at any time become subject to tax. Any charge for
taxes will be assessed on a fair and equitable basis in order to preserve equity
among classes of Owners and with respect to each separate account as though that
separate account was a separate taxable entity.

The Variable Account is considered a part of and taxed with the operations of
the Company. The Company is taxed as a life insurance company under Subchapter L
of the Code. The Company files a consolidated tax return with its affiliates.

DIVERSIFICATION REQUIREMENTS.  The IRS has issued regulations under Section
817(h) of the Code relating to the diversification requirements for variable
annuity and variable life insurance contracts. The regulations prescribed by the
Treasury Department provide that the investments of a segregated asset account
underlying a variable annuity contract are adequately diversified if no more
than 55% of the value of its assets is represented by any one investment, no
more than 70% by any two investments, no more than 80% by any three investments,
and no more than 90% by any four investments. Under this section of the Code, if
the investments are not adequately diversified, the Contract will not be treated
as an annuity contract, and therefore the income on the Contract, for any
taxable year of the Owner, would be treated as ordinary income received or
accrued by the Owner. It is anticipated that the series of DGPF will comply with
the current diversification requirements. In the event that future IRS
regulations and/or rulings would require Contract modifications in order to
remain in compliance with the diversification standards, the Company will make
reasonable efforts to comply, and it reserves the right to make such changes as
it deems appropriate for that purpose.

INVESTOR CONTROL.  In order for a variable annuity contract to qualify for tax
deferral, the Company, and not the variable contract owner, must be considered
to be the owner for tax purposes of the assets in the segregated asset account
underlying the variable annuity contract. In certain circumstances, however,
variable annuity contract owners may now be considered the owners of these
assets for federal income tax purposes. Specifically, the IRS has stated in
published rulings that a variable annuity contract owner may be considered the
owner of segregated account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection with
the issuance of regulations concerning investment diversification, that those
regulations do not provide guidance governing the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., the contract owner), rather than the insurance company, to be
treated as the owner of the assets in the account. This announcement also states
that guidance would be issued by way of regulations or rulings on the "extent to
which policyholders may direct their investments to particular sub-accounts
without being treated as owners of the underlying assets." As of the date of
this Prospectus, no such guidance has been issued. The Company therefore
additionally reserves the right to modify the Contract as necessary in order to
attempt to prevent a contract owner from being considered the owner of a pro
rata share of the assets of the segregated asset account underlying the variable
annuity contracts.

                                       45
<PAGE>
B. QUALIFIED AND NON-QUALIFIED CONTRACTS

From a federal tax viewpoint there are two types of variable annuity contracts,
"qualified" contracts and "non-qualified" contracts. A qualified contract is one
that is purchased in connection with a retirement plan which meets the
requirements of Sections 401, 403, or 408 of the Code, while a non-qualified
contract is one that is not purchased in connection with one of the indicated
retirement plans. The tax treatment for certain withdrawals or surrenders will
vary, depending on whether they are made from a qualified contract or a non-
qualified contract. For more information on the tax provisions applicable to
qualified contracts, see E. below.

C. TAXATION OF THE CONTRACT IN GENERAL

The Company believes that the Contract described in this Prospectus will, with
certain exceptions (see "Nonnatural Owner" below), be considered an annuity
contract under Section 72 of the Code. Please note, however, if the Owner
chooses an Annuity Date beyond the Owner's 85th birthday, it is possible that
the Contract may not be considered an annuity for tax purposes, and therefore,
the Owner will be taxed on the annual increase in Accumulated Value. The Owner
should consult tax and financial advisors for more information. This section
governs the taxation of annuities. The following discussion concerns annuities
subject to Section 72.

WITHDRAWALS PRIOR TO ANNUITIZATION.  With certain exceptions, any increase in
the Contract's Accumulated Value is not taxable to the Owner until it is
withdrawn from the Contract. Under the current provisions of the Code, amounts
received under an annuity contract prior to annuitization (including payments
made upon the death of the annuitant or owner), generally are first attributable
to any investment gains credited to the contract over the taxpayer's "investment
in the contract." Such amounts will be treated as gross income subject to
federal income taxation. "Investment in the contract" is the total of all
payments to the Contract which were not excluded from the Owner's gross income
less any amounts previously withdrawn which were not included in income. Section
72(e)(11)(A)(ii) requires that all non-qualified deferred annuity contracts
issued by the same insurance company to the same owner during a single calendar
year be treated as one contract in determining taxable distributions.

WITHDRAWALS AFTER ANNUITIZATION.  The Internal Revenue Service may take the view
that when withdrawals (other than annuity payments) are taken during the annuity
payout phase of the Contract, all amounts received by the taxpayer are taxable
as ordinary income rates as amounts "not received as an annuity." In addition,
such amounts are taxable to the recipient without regard to the owner's
investment in the Contract or any investment gain that which might be present in
the current annuity value.

For example, assume that a Contract owner with a Contract Value of $100,000 of
which $90,000 is comprised of investment in the Contract and $10,000 is
investment gain, makes a withdrawal of $20,000 during the annuity payout phase.
Under this view, the Contract owner would pay income taxes on the entire $20,000
amount in that tax year. For some taxpayers, such as those under age 59 1/2,
additional tax penalties may also apply.

OWNERS OF NONQUALIFIED CONTRACTS SHOULD CONSIDER CAREFULLY THE TAX IMPLICATIONS
OF ANY WITHDRAWAL REQUESTS AND THEIR NEED FOR CONTRACT FUNDS PRIOR TO THE
EXERCISE OF THE WITHDRAWAL RIGHT. CONTRACT OWNERS SHOULD ALSO CONTACT THEIR TAX
ADVISER PRIOR TO MAKING WITHDRAWALS.

ANNUITY PAYOUTS AFTER ANNUITIZATION.  When annuity benefit payments begin under
the Contract, generally a portion of each payment may be excluded from gross
income. The excludable portion generally is determined by a formula that
establishes the ratio that the investment in the Contract bears to the expected
return under the Contract. The portion of the payment in excess of this
excludable amount is taxable as ordinary income. Once all the investment in the
Contract is recovered, the entire payment is taxable. If the annuitant dies
before cost basis is recovered, a deduction for the difference is allowed on the
owner's final tax return.

                                       46
<PAGE>
PENALTY ON DISTRIBUTION.  A 10% penalty tax may be imposed on the withdrawal of
investment gains if the withdrawal is made prior to age 59 1/2. The penalty tax
will not be imposed on withdrawals:

- - taken on or after age 59 1/2; or

- - if the withdrawal follows the death of the Owner (or, if the Owner is not an
  individual, the death of the primary Annuitant, as defined in the Code); or

- - in the case of the Owner's "total disability" (as defined in the Code); or

- - if withdrawals from a qualified Contract are made to an employee who has
  terminated employment after reaching age 55; or

- - irrespective of age, if the amount received is one of a series of
  "substantially equal" periodic payments made at least annually for the life or
  life expectancy of the payee.

The requirement of "substantially equal" periodic payments is met when the Owner
elects to have distributions made over the Owner's life expectancy, or over the
joint life expectancy of the Owner and beneficiary. The requirement is also met
when the number of units withdrawn to make each distribution is substantially
the same. Any modification, other than by reason of death or disability, of
distributions which are part of a series of substantially equal periodic
payments that occurs before the Owner's age 59 1/2, or five years, will subject
the Owner to the 10% penalty tax on the prior distributions.

In a Private Letter Ruling, the IRS took the position that where distributions
from a variable annuity contract were determined by amortizing the accumulated
value of the contract over the taxpayer's remaining life expectancy, and the
option could be changed or terminated at any time, the distributions failed to
qualify as part of a "series of substantially equal payments" within the meaning
of Section 72 of the Code. The distributions, therefore, were subject to the 10%
federal penalty tax. This Private Letter Ruling may be applicable to an Owner
who receives distributions under any LED-type option prior to age 59 1/2.
Subsequent Private Letter Rulings, however, have treated LED-type withdrawal
programs as effectively avoiding the 10% penalty tax. The position of the IRS on
this issue is unclear.

ASSIGNMENTS OR TRANSFERS.  If the Owner transfers (assigns) the Contract to
another individual as a gift prior to the Annuity Date, the Code provides that
the Owner will incur taxable income at the time of the transfer. An exception is
provided for certain transfers between spouses. The amount of taxable income
upon such taxable transfer is equal to any investment gain in value over the
Owner's cost basis at the time of the transfer. The transfer also is subject to
federal gift tax provisions. Where the Owner and Annuitant are different
persons, the change of ownership of the Contract to the Annuitant on the Annuity
Date, as required under the Contract, is a gift and will be taxable to the Owner
as such; however, the Owner will not incur taxable income. Instead, the
Annuitant will incur taxable income upon receipt of annuity benefit payments as
discussed above.

NONNATURAL OWNERS.  As a general rule, deferred annuity contracts owned by
"nonnatural persons" (e.g., a corporation) are not treated as annuity contracts
for federal tax purposes, and the investment income attributable to
contributions made after February 28, 1986 is taxed as ordinary income that is
received or accrued by the owner during the taxable year. This rule does not
apply to annuity contracts purchased with a single payment when the annuity date
is no later than a year from the issue date or to deferred annuities owned by
qualified employer plans, estates, employers with respect to a terminated
pension plan, and entities other than employers, such as a trust, holding an
annuity as an agent for a natural person. This exception, however, will not
apply in cases of any employer who is the owner of an annuity contract under a
non-qualified deferred compensation plan.

DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT
ORGANIZATIONS. Under Section 457 of the Code, deferred compensation plans
established by governmental and certain other

                                       47
<PAGE>
tax-exempt employers for their employees may invest in annuity contracts.
Contributions and investment earnings are not taxable to employees until
distributed; however, with respect to payments made after February 28, 1986, a
Contract owned by a state or local government or a tax-exempt organization will
not be treated as an annuity under Section 72 as well. In addition, plan assets
are treated as property of the employer, and are subject to the claims of the
employer's general creditors.

D. TAX WITHHOLDING

The Code requires withholding with respect to payments or distributions from
non-qualified contracts and IRAs, unless a taxpayer elects not to have
withholding. A 20% withholding requirement applies to distributions from most
other qualified contracts. In addition, the Code requires reporting to the IRS
of the amount of income received with respect to payment or distributions from
annuities.

E. PROVISIONS APPLICABLE TO QUALIFIED EMPLOYER PLANS

The tax rules applicable to qualified retirement plans, as defined by the Code,
are complex and vary according to the type of plan. Benefits under a qualified
plan may be subject to that plan's terms and conditions irrespective of the
terms and conditions of any annuity contract used to fund such benefits. As
such, the following is simply a general description of various types of
qualified plans that may use the Contract. Before purchasing any annuity
contract for use in funding a qualified plan, more specific information should
be obtained.

Qualified Contracts may include special provisions (endorsements) changing or
restricting rights and benefits otherwise available to owners of non-qualified
Contracts. Individuals purchasing a qualified Contract should carefully review
any such changes or limitations which may include restrictions to ownership,
transferability, assignability, contributions, and distributions.

CORPORATE AND SELF-EMPLOYED ("H.R. 10" AND "KEOGH") PENSION AND PROFIT SHARING
PLANS.  Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of tax-favored retirement
plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962,
as amended, permits self-employed individuals to establish similar plans for
themselves and their employees. Employers intending to use qualified Contracts
in connection with such plans should seek competent advice as to the suitability
of the Contract to their specific needs and as to applicable Code limitations
and tax consequences.

The Company can provide prototype plans for certain pension or profit sharing
plans for review by the plan's legal counsel. For information, ask your
financial representative.

INDIVIDUAL RETIREMENT ANNUITIES.  Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
Individual Retirement Annuity ("IRA"). Note: This term covers all IRAs permitted
under Section 408 of the Code, including Roth IRAs. IRAs are subject to limits
on the amounts that may be contributed, the persons who may be eligible, and on
the time when distributions may commence. In addition, certain distributions
from other types of retirement plans may be "rolled over," on a tax-deferred
basis, to an IRA. Purchasers of an IRA Contract will be provided with
supplementary information as may be required by the IRS or other appropriate
agency, and will have the right to cancel the Contract as described in this
Prospectus. See "B. Right to Cancel Individual Retirement Annuity."

Eligible employers that meet specified criteria may establish simplified
employee pension plans (SEP-IRAs) or SIMPLE IRA plans for their employees using
IRAs. Employer contributions that may be made to such plans are larger than the
amounts that may be contributed to regular IRAs and may be deductible to the
employer.

TAX-SHELTERED ANNUITIES ("TSAS").  Under the provisions of Section 403(b) of the
Code, payments made to annuity Contracts purchased for employees under annuity
plans adopted by public school systems and

                                       48
<PAGE>
certain organizations which are tax exempt under Section 501(c)(3) of the Code
are excludable from the gross income of such employees to the extent that total
annual payments do not exceed the maximum contribution permitted under the Code.
Purchasers of TSA contracts should seek competent advice as to eligibility,
limitations on permissible payments and other tax consequences associated with
the contracts.

Withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) made to a TSA contract after December
31, 1988, may not begin before the employee attains age 59 1/2, separates from
service, dies or becomes disabled. In the case of hardship, an Owner may
withdraw amounts contributed by salary reduction, but not the earnings on such
amounts. Even though a distribution may be permitted under these rules (e.g.,
for hardship or after separation from service), it may be subject to a 10%
penalty tax as a premature distribution, in addition to income tax.

TEXAS OPTIONAL RETIREMENT PROGRAM.  Distributions under a TSA contract issued to
participants in the Texas Optional Retirement Program may not be received except
in the case of the participant's death, retirement or termination of employment
in the Texas public institutions of higher education. These additional
restrictions are imposed under the Texas Government Code and a prior opinion of
the Texas Attorney General.

                             STATEMENTS AND REPORTS

An Owner is sent a report semi-annually which provides certain financial
information about the Underlying Portfolios. At least annually, but possibly as
frequently as quarterly, the Company will furnish a statement to the Owner
containing information about his or her Contract, including Accumulation Unit
Values and other information as required by applicable law, rules and
regulations. The Company will also send a confirmation statement to Owners each
time a transaction is made affecting the Contract Value. (Certain transactions
made under recurring payment plans may in the future be confirmed quarterly
rather than by immediate confirmations.) The Owner should review the information
in all statements carefully. All errors or corrections must be reported to the
Company immediately to assure proper crediting to the Contract. The Company will
assume that all transactions are accurately reported on confirmation statements
and quarterly/annual statements unless the Owner notifies the Principal Office
in writing within 30 days after receipt of the statement.

               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 no longer are 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 Variable 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 Contract interest in a Sub-Account without notice
to the Owner and prior approval of the SEC and state insurance authorities, to
the extent required by the 1940 Act or other applicable law. The Variable
Account may, to the extent permitted by law, purchase other securities for other
contracts or permit a conversion between contracts upon request by an Owner.

The Company also reserves the right to establish additional sub-accounts of the
Variable Account, each of which would invest in shares corresponding to a new
portfolio 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
Owners on a basis to be determined by the Company.

Shares of the Underlying Funds also are issued to separate accounts of other
insurance companies which issue variable life contracts ("mixed funding").
Shares of the Underlying Funds also are issued to other unaffiliated insurance
companies ("shared funding"). It is conceivable that in the future such mixed
funding or

                                       49
<PAGE>
shared funding may be disadvantageous for variable life owners or variable
annuity owners. Although the Company and DGPF do not currently foresee any such
disadvantages to either variable life insurance owners or variable annuity
owners, the Company and the trustees of DGPF intend to monitor events in order
to identify any material conflicts between such Owners and to determine what
action, if any, should be taken in response thereto. If the trustees were to
conclude that separate portfolios 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 Contract to reflect the substitution or
change, and will notify Owners of all such changes. If the Company deems it to
be in the best interest of Owners, and subject to any approvals that may be
required under applicable law, the Variable Account or any Sub-Accounts may be
operated as a management company under the 1940 Act, may be deregistered under
the 1940 Act if registration no longer is required, or may be combined with
other sub-accounts or other separate accounts of the Company.

The Company reserves the right, subject to compliance with applicable law and to
the provisions of the Participation Agreements, to:

(1) transfer assets from the Variable Account or Sub-Account to another of the
    Company's variable accounts or sub-accounts having assets of the same class,

(2) to operate the Variable Account or any Sub-Account as a management
    investment company under the 1940 Act or in any other form permitted by law,

(3) to deregister the Variable Account under the 1940 Act in accordance with the
    requirements of the 1940 Act,

(4) to substitute the shares of any other registered investment company for the
    Underlying Fund shares held by a Sub-Account, in the event that Underlying
    Fund shares are unavailable for investment, or if the Company determines
    that further investment in such Underlying Fund shares is inappropriate in
    view of the purpose of the Sub-Account,

(5) to change the methodology for determining the net investment factor, and

(6) to change the names of the Variable Account or of the Sub-Accounts. In no
    event will the changes described be made without notice to Owners in
    accordance with the 1940 Act.

                   CHANGES TO COMPLY WITH LAW AND AMENDMENTS

The Company reserves the right, without the consent of Owners, to suspend sales
of the Contract as presently offered, and to make any change to provisions of
the Contract to comply with, or give Owners the benefit of, any federal or state
statute, rule or regulation, including but not limited to requirements for
annuity contracts and retirement plans under the Code and pertinent regulations
or any state statute or regulation. Any such changes will apply uniformly to all
contracts that are affected. You will be given written notice of such changes.

                                 VOTING RIGHTS

The Company will vote Underlying Fund shares held by each Sub-Account in
accordance with instructions received from Owners and, after the Annuity Date,
from the Annuitants. Each person having a voting interest in a Sub-Account will
be provided with proxy materials of the Underlying Fund, together with a form
with which to give voting instructions to the Company. Shares for which no
timely instructions are received will be voted in proportion to the
instructions, which are received. The Company also will vote shares in a Sub-
Account that it owns and which are not attributable to the Contract in the same
proportion. 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 Contract, the Company
reserves the right to do so.

                                       50
<PAGE>
The number of votes which an Owner or Annuitant may cast will be determined by
the Company as of the record date established by the Underlying Fund. During the
accumulation phase, the number of Underlying Fund shares attributable to each
Owner will be determined by dividing the dollar value of the Accumulation Units
of the Sub-Account credited to the Contract by the net asset value of one
Underlying Fund share. During the annuity payout phase, the number of Underlying
Fund shares attributable to each Annuitant will be determined by dividing the
reserve held in each Sub-Account for the Annuitant's variable annuity by the net
asset value of one Underlying Fund share. Ordinarily, the Annuitant's voting
interest in the Underlying Fund will decrease as the reserve for the variable
annuity is depleted.

                                  DISTRIBUTION

The Contract offered by this Prospectus may be purchased from certain
independent broker-dealers, which are registered under the Securities Exchange
Act of 1934 and are members of the National Association of Securities Dealers,
Inc. ("NASD"). The Contract is also offered through Allmerica Investments, Inc.,
which is the principal underwriter and distributor of the Contracts. Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, MA 01653, is a registered
broker-dealer, a member of the NASD and an indirectly wholly owned subsidiary of
First Allmerica.

The Company pays commissions, not to exceed 7.0% of payments, to broker-dealers
which sell the Contract. Alternative commission schedules are available with
lower initial commission amounts based on payments, plus ongoing annual
compensation of up to 1% of Contract value. To the extent permitted by NASD
rules, promotional incentives or payments also may be provided to such
broker-dealers based on sales volumes, the assumption of wholesaling functions,
or other sales-related criteria. Additional payments may be made for other
services not directly related to the sale of the Contract, including the
recruitment and training of personnel, production of promotional literature, and
similar services.

The Company intends to recoup commissions and other sales expenses through a
combination of anticipated surrender charges and profits from the Company's
General Account, which may include amounts derived from mortality and expense
risk charges. Commissions paid on the Contract, including additional incentives
or payments, do not result in any additional charge to Owners or to the Variable
Account. The Company will retain any surrender charges assessed on a Contract.

Owners may direct any inquiries to their financial adviser or to Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, MA 01653, telephone
1-800-366-1492.

                                 LEGAL MATTERS

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

                              YEAR 2000 COMPLIANCE

The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices or
engage in similar normal business activities.

Based on a third party assessment, the Company determined that significant
portions of its software required modification or replacement to enable its
computer systems to properly process dates beyond December 31, 1999. The Company
is presently completing the process of modifying or replacing existing software
and believes that this action will resolve the Year 2000 issue. However, if such
modifications and conversions are

                                       51
<PAGE>
not made, or are not completed timely, or should there be serious unanticipated
interruptions from unknown sources, the Year 2000 issue could have a material
adverse impact on the operations of the Company. Specifically, the Company could
experience, among other things, an interruption in its ability to collect and
process premiums, process claim payments, safeguard and manage its invested
assets, accurately maintain policyholder information, accurately maintain
accounting records, and perform customer service. Any of these specific events,
depending on duration, could have a material adverse impact on the results of
operations and the financial position of the Company.

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

The cost of the Year 2000 project will be expensed as incurred and is being
funded primarily through a reallocation of resources from discretionary projects
and a reduction in systems maintenance and support costs. Therefore, the Year
2000 project is not expected to result in any significant incremental technology
cost and is not expected to have a material effect on the results of operations.
The Company and its affiliates have incurred and expensed approximately $54
million related to the assessment, plan development and substantial completion
of the Year 2000 project through December 31, 1998. The total remaining cost of
the project is estimated between $20-$30 million

                              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 in this Prospectus pursuant to the rules and
regulations of the SEC. The omitted information may be obtained from the SEC's
principal office in Washington, D.C., upon payment of the SEC's prescribed fees.

                                       52
<PAGE>
                                   APPENDIX A
                    MORE INFORMATION ABOUT THE FIXED ACCOUNT

Because of exemption and exclusionary provisions in the securities laws,
interests in the Fixed Account generally are not subject to regulation under the
provisions of the 1933 Act or the 1940 Act. Disclosures regarding the fixed
portion of the annuity Contract and the Fixed Account may be subject to the
provisions of the 1933 Act concerning the accuracy and completeness of
statements made in this Prospectus. The disclosures in this APPENDIX A have not
been reviewed by the SEC.

The Fixed Account is part of the Company's General Account which is made up of
all of the general assets of the Company other than those allocated to a
separate account. Allocations to the Fixed Account become part of the assets of
the Company and are used to support insurance and annuity obligations. A portion
or all of net payments may be allocated to accumulate at a fixed rate of
interest in the Fixed Account. Such net amounts are guaranteed by the Company as
to principal and a minimum rate of interest. Under the Contract, the minimum
interest which may be credited on amounts allocated to the Fixed Account is 3%
compounded annually. Additional "Excess Interest" may or may not be credited at
the sole discretion of the Company.

If a Contract is surrendered, or if an excess amount is withdrawn while the
Contract is in force and before the Annuity Date, a surrender charge is imposed
if such event occurs before the payments attributable to the surrender or
withdrawal have been credited to the Contract for nine full Contract years.

SALES RESTRICTIONS.  In Massachusetts, payments and transfers to the Fixed
Account are subject to the following restrictions:

       If a Contract is issued prior to the Annuitant's 60th birthday,
       allocations to the Fixed Account will be permitted until the
       Annuitant's 61st birthday. On and after the Annuitant's 61st
       birthday, no additional Fixed Account allocations will be
       accepted. If a Contract is issued on or after the Annuitant's 60th
       birthday, up through and including the Annuitant's 81st birthday,
       Fixed Account allocations will be permitted during the first
       Contract year. On and after the first Contract anniversary, no
       additional allocations to the Fixed Account will be permitted. If
       a Contract is issued after the Annuitant's 81st birthday, no
       payments to the Fixed Account will be permitted at any time.

In Oregon, no payments to the Fixed Account will be permitted if a Contract is
issued after the Annuitant's 81st birthday. If an allocation designated as a
Fixed Account allocation is received at the Principal Office during a period
when the Fixed Account is not available due to the limitations outlined above,
the monies will be allocated to the Cash Reserve Series Sub-Account.

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAMS.  To the extent
permitted by law, the Company reserves the right to offer Enhanced Automatic
Transfer Program(s) from time to time. If you elect to participate, the Company
will credit an enhanced interest rate to payments made to the Enhanced Automatic
Transfer Program. Eligible payments:

- - must be new payments to the contract, including the initial payment,

- - must be allocated to the Fixed Account, which will be the source account,

- - must be automatically transferred out of the Fixed Account to one or more
  accounts (excluding the Fixed Account and the Guarantee Period Accounts) over
  a specified time period and

- - will receive the enhanced rate while they remain in the Fixed Account.

                                      A-1
<PAGE>
You may be able to establish more than one Enhanced Automatic Transfer Program.
Payments made to the Contract during the same month will be part of the same
Enhanced Automatic Transfer Program if the length of the time period is the same
and the enhanced rate is the same. The allocation for all of the amounts in the
same program will be in accordance with the instructions for the most recent
payment to this program. The monthly transfer will be made on the date
designated for the initial payment to this program. The amount allocated will be
determined by dividing the amount in the program by the number of remaining
months. For example, for a six-month program, the first automatic transfer will
be 1/6th of the balance; the second automatic transfer will be 1/5th of the
balance, and so on.

Payments to different Enhanced Automatic Transfer Programs will be handled in
accordance with the instructions for each particular program.

                                      A-2
<PAGE>
                                   APPENDIX B
                            PERFORMANCE INFORMATION

This Contract was first offered to the public in 1999. However, in order to help
people understand how investment performance can affect money invested in the
Sub-Accounts, the Company may advertise "total return" and "average annual total
return" performance information based on (1) the periods that the Sub-Accounts
have been in existence and (2) the periods that the Underlying Funds have been
in existence. Performance results in Tables 1A and 2A reflect the applicable
deductions for the Contract fee, Sub-Account charges and Underlying Fund charges
under this Contract and also assume that the Contract is surrendered at the end
of the applicable period. Performance results in Tables 1B and 2B do not include
the Contract fee and assume that the Contract is not surrendered at the end of
the applicable period. Neither sets of tables include optional Rider charges.
Both the total return and yield figures are based on historical earnings and are
not intended to indicate future performance.

The "total return" of a Sub-Account refers to the total of the income generated
by an investment in the Sub-Account and of the changes in the value of the
principal (due to realized and unrealized capital gains or losses) for a
specified period, reduced by Variable Account charges, and expressed as a
percentage. The "average annual total return" represents the average annual
percentage change in the value of an investment in the Sub-Account over a given
period of time. It represents averaged figures as opposed to the actual
performance of a Sub-Account, which will vary from year to year.

The yield of the Sub-Account investing in the Cash Reserve Series refers to the
income generated by an investment in the Sub-Account over a seven-day period
(which period will be specified in the advertisement). This income is then
"annualized" by assuming that the income generated in the specific week is
generated over a 52-week period. This annualized yield is shown as a percentage
of the investment. The "effective yield" calculation is similar but, when
annualized, the income earned by an investment in the Sub-Account is assumed to
be reinvested. Thus the effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.

The yield of a Sub-Account investing in a Fund other than the Cash Reserve
Series refers to the annualized income generated by an investment in the
Sub-Account over a specified 30-day or one-month period. The yield is calculated
by assuming that the income generated by the investment during that 30-day or
one- month period is generated each period over a 12-month period and is shown
as a percentage of the investment.

Quotations of average annual total return as shown in Table 1A are calculated in
the manner prescribed by the SEC and show the percentage rate of return of a
hypothetical initial investment of $1,000 for the most recent one, five and ten
year period or for a period covering the time the Sub-Account has been in
existence, if less than the prescribed periods. The calculation is adjusted to
reflect the deduction of the annual Sub-Account asset charge of 1.40%, the
effect of the $35 annual Contract fee, the Underlying Fund charges and the
surrender charge which would be assessed if the investment were completely
withdrawn at the end of the specified period. The calculation is not adjusted to
reflect the deduction of any optional Rider charges. Quotations of supplemental
average total returns, as shown in Table 1B, are calculated in exactly the same
manner and for the same periods of time except that it does not reflect the
Contract fee and assumes that the Contract is not surrendered at the end of the
periods shown.

The performance shown in Tables 2A and 2B is calculated in exactly the same
manner as the performance in Tables 1A and 1B; however, the period of time is
based on the Underlying Fund's lifetime, which may predate the Sub-Account's
inception date. These performance calculations are based on the assumption that
the Sub-Account corresponding to the applicable Underlying Fund was actually in
existence throughout the stated period and that the contractual charges and
expenses during that period were equal to those currently assessed under this
Contract.

For more detailed information about these performance calculations, including
actual formulas, see the SAI.

                                      B-1
<PAGE>
PERFORMANCE INFORMATION FOR ANY SUB-ACCOUNT REFLECTS ONLY THE PERFORMANCE OF A
HYPOTHETICAL INVESTMENT IN THE SUB-ACCOUNT DURING THE TIME PERIOD ON WHICH THE
CALCULATIONS ARE BASED. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF
THE INVESTMENT OBJECTIVES AND POLICIES AND RISK CHARACTERISTICS OF THE
UNDERLYING FUND IN WHICH THE 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.

Performance information for a Sub-Account 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 the Sub-Account results
    with those of a group of unmanaged securities widely regarded by investors
    as representative of the securities markets in general; or

(2) other groups of variable annuity separate accounts or other investment
    products tracked by Lipper, Inc., 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, 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 in the Sub-Account. Unmanaged indices may
    assume the reinvestment of dividends but generally do not reflect deductions
    for administrative and management costs and expenses. In addition, relevant
    broad-based indices and performance from independent sources may be used to
    illustrate the performance of certain Contract features.

At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of the Company's relative financial
strength and operating performance in comparison to the norms of the life/health
insurance industry. S&P's and Duff & Phelps' ratings measure the ability of an
insurance company to meet its obligations under insurance policies it issues 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
Funds.

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

                                    TABLE 1A
                  AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
                      FOR PERIODS ENDING DECEMBER 31, 1998
                         SINCE INCEPTION OF SUB-ACCOUNT
                (ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
                                                            SUB-ACCOUNT    TOTAL RETURN                   SINCE
                                                             INCEPTION       FOR YEAR                  INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND                       DATE       ENDED 12/31/98    5 YEARS    SUB-ACCOUNT
- ---------------------------------------------------------  -------------  --------------  -----------  ------------
<S>                                                        <C>            <C>             <C>          <C>
Growth & Income Series...................................
Devon Series.............................................
DelCap Series............................................
Aggressive Growth Series.................................
Social Awareness Series..................................
REIT Series..............................................
Small Cap Value Series...................................
Trend Series.............................................
International Equity Series..............................
Emerging Markets Series..................................
Delaware Balanced Series.................................
Convertible Securities Series............................
Delchester Series........................................
Capital Reserves Series..................................
Strategic Income Series..................................
Cash Reserve Series......................................
Global Bond Series.......................................
</TABLE>

                                    TABLE 1B
            SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
                      FOR PERIODS ENDING DECEMBER 31, 1998
                         SINCE INCEPTION OF SUB-ACCOUNT
        (ASSUMING NO WITHDRAWAL OF THE INVESTMENT AND NO CONTRACT FEES)

<TABLE>
<CAPTION>
                                                            SUB-ACCOUNT    TOTAL RETURN                   SINCE
                                                             INCEPTION       FOR YEAR                  INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND                       DATE       ENDED 12/31/98    5 YEARS    SUB-ACCOUNT
- ---------------------------------------------------------  -------------  --------------  -----------  ------------
<S>                                                        <C>            <C>             <C>          <C>
Growth & Income Series...................................
Devon Series.............................................
DelCap Series............................................
Aggressive Growth Series.................................
Social Awareness Series..................................
REIT Series..............................................
Small Cap Value Series...................................
Trend Series.............................................
International Equity Series..............................
Emerging Markets Series..................................
Delaware Balanced Series.................................
Convertible Securities Series............................
Delchester Series........................................
Capital Reserves Series..................................
Strategic Income Series..................................
Cash Reserve Series......................................
Global Bond Series.......................................
</TABLE>

                                      B-3
<PAGE>
                                    TABLE 2A
                  AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
                      FOR PERIODS ENDING DECEMBER 31, 1998
                       SINCE INCEPTION OF UNDERLYING FUND
                  (ASSUMING COMPLETE WITHDRAWAL OF INVESTMENT)

<TABLE>
<CAPTION>
                                                                       TOTAL RETURN                     SINCE
                                                     UNDERLYING FUND     FOR YEAR                   INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND             INCEPTION DATE   ENDED 12/31/98    5 YEARS    UNDERLYING FUND
- ---------------------------------------------------  ---------------  --------------  -----------  ---------------
<S>                                                  <C>              <C>             <C>          <C>
Growth & Income Series.............................        7/28/88           2.70%        16.65%         11.68%
Devon Series.......................................         5/1/97          15.21%        N/A            26.48%
DelCap Series......................................        7/12/91           9.94%        12.06%         10.88%
Aggressive Growth Series...........................        N/A             N/A            N/A            N/A
Social Awareness Series............................         5/1/97            7.03  %     N/A             21.66   %
REIT Series........................................         5/1/98         N/A            N/A            -15.21   %
Small Cap Value Series.............................       12/27/93          -11.95  %      11.96 %        12.49   %
Trend Series.......................................       12/27/93            7.35  %      14.47 %        14.97   %
International Equity Series........................       10/29/92            2.02  %       8.33 %         9.21   %
Emerging Markets Series............................         5/1/97          -37.39  %     N/A            -35.91   %
Delaware Balanced Series...........................        7/28/88            9.75  %      14.38 %        12.83   %
Convertible Securities Series......................         5/1/97           -8.36  %     N/A              4.06   %
Delchester Series..................................        7/28/88           -9.33  %       4.80 %         7.75   %
Capital Reserves Series............................        7/28/88           -1.05  %       3.78 %         5.47   %
Strategic Income Series............................         5/1/97           -4.93  %     N/A              0.50   %
Cash Reserve Series................................        7/28/88           -2.61  %       2.86 %         3.69   %
Global Bond Series.................................         5/1/96            0.00  %     N/A              4.39   %
</TABLE>

                                    TABLE 2B
            SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
                      FOR PERIODS ENDING DECEMBER 31, 1998
                       SINCE INCEPTION OF UNDERLYING FUND
          (ASSUMING NO WITHDRAWAL OF INVESTMENT AND NO CONTRACT FEES)

<TABLE>
<CAPTION>
                                                                       TOTAL RETURN                     SINCE
                                                     UNDERLYING FUND     FOR YEAR                   INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND             INCEPTION DATE   ENDED 12/31/98    5 YEARS    UNDERLYING FUND
- ---------------------------------------------------  ---------------  --------------  -----------  ---------------
<S>                                                  <C>              <C>             <C>          <C>
Growth & Income Series.............................        7/28/88           9.81%        17.42%         11.72%
Devon Series.......................................         5/1/97          22.34%        N/A            29.66%
DelCap Series......................................        7/12/91          17.17%        12.76%         11.20%
Aggressive Growth Series...........................        N/A             N/A            N/A            N/A
Social Awareness Series............................         5/1/97           13.86  %     N/A             24.86   %
REIT Series........................................         5/1/98         N/A            N/A             -9.84   %
Small Cap Value Series.............................       12/27/93           -6.11  %      12.55 %        12.52   %
Trend Series.......................................       12/27/93           14.45  %      15.13 %        15.24   %
International Equity Series........................       10/29/92            8.80  %       9.01 %         9.61   %
Emerging Markets Series............................         5/1/97          -33.41  %     N/A            -33.85   %
Delaware Balanced Series...........................        7/28/88           16.98  %      15.43 %        13.19   %
Convertible Securities Series......................         5/1/97           -2.54  %     N/A              7.41   %
Delchester Series..................................        7/28/88           -3.19  %       5.65 %         7.95   %
Capital Reserves Series............................        7/28/88            5.29  %       4.35 %         5.52   %
Strategic Income Series............................         5/1/97            1.21  %     N/A              3.85   %
Cash Reserve Series................................        7/28/88            3.62  %       3.42 %         3.71   %
Global Bond Series.................................         5/1/96            6.33  %     N/A              6.11   %
</TABLE>

                                      B-4
<PAGE>
                                   APPENDIX C
               SURRENDER CHARGES AND THE MARKET VALUE ADJUSTMENT

PART 1: SURRENDER CHARGES

FULL SURRENDER

Assume a payment of $50,000 is made on the issue date and no additional payments
are made. Assume there are no partial withdrawals and that the Withdrawal
Without Surrender Charge Amount is equal to the greater of 15% of the Gross
Payment Base or the Cumulative earnings excluding Payment Credits in the
Contract. The table below presents examples of the surrender charge resulting
from a full surrender, based on Hypothetical Accumulated Values.

<TABLE>
<CAPTION>
               HYPOTHETICAL     WITHDRAWAL        SURRENDER
  CONTRACT     ACCUMULATED   WITHOUT SURRENDER      CHARGE       SURRENDER
    YEAR          VALUE        CHARGE AMOUNT      PERCENTAGE      CHARGE
- -------------  ------------  -----------------  --------------  -----------
<S>            <C>           <C>                <C>             <C>
          1     $   56,700          $7,500             8.5%      $   4,182
          2         61,236           8,736             8.5%          4,250
          3         66,135          13,635             8.5%          4,250
          4         71,426          18,926             8.5%          4,250
          5         77,140          24,640             7.5%          3,750
          6         83.311          30,811             6.5%          3,250
          7         89,976          37,476             5.5%          2,750
          8         97,174          44,674             3.5%          1,750
          9        104,948          52,448             1.5%            750
         10        113,344          60,844             0.0%              0
</TABLE>

WITHDRAWALS

Assume a payment of $50,000 is made on the issue date and no additional payments
are made. Assume that the Withdrawal Without Surrender Charge Amount is equal to
the greater of 15% of the Gross Payment Base or the Cumulative earnings
excluding Payment Credits in the Contract and there are withdrawals as detailed
below. The table below presents examples of the surrender charge resulting from
withdrawals, based on Hypothetical Accumulated Values:

<TABLE>
<CAPTION>
               HYPOTHETICAL                  WITHDRAWAL        SURRENDER
  CONTRACT     ACCUMULATED                WITHOUT SURRENDER      CHARGE       SURRENDER
    YEAR          VALUE      WITHDRAWALS    CHARGE AMOUNT      PERCENTAGE      CHARGE
- -------------  ------------  -----------  -----------------  --------------  -----------
<S>            <C>           <C>          <C>                <C>             <C>
          1     $   56,700    $       0          $7,500             8.5%      $       0
          2         61,236            0           8,736             8.5%              0
          3         66,135            0          13,635             8.5%              0
          4         71,426       30,000          18,926             8.5%            941
          5         44,740       10,000           5,839             7.5%            312
          6         37,519        5,000           5,215             6.5%              0
          7         35,120       10,000           5,215             5.5%            263
          8         27,130       15,000           4,497             3.5%            368
          9         13,100        5,000           2.921             1.5%             31
         10          8,748        5,000           2,610             0.0%           0.00
</TABLE>

                                      C-1
<PAGE>
PART 2: MARKET VALUE ADJUSTMENT

The market value factor is: [(1+i)/(1+j)]to the power of n/365 - 1

    The following examples assume:

     1. The payment was allocated to a ten-year Guarantee Period Account with a
       Guaranteed Interest Rate of 8%.

     2. The date of surrender is seven years (2,555 days) from the expiration
       date.

     3. The value of the Guarantee Period Account is equal to $66,134.88 at the
       end of three years.

     4. No transfers or withdrawals affecting this Guarantee Period Account have
       been made.

     5. Surrender charges, if any, are calculated in the same manner as shown in
       the examples in Part 1.

NEGATIVE MARKET VALUE ADJUSTMENT (UNCAPPED)

Assume that on the date of surrender, the current rate (j) is 10.00% or 0.10

<TABLE>
<C>                          <C>        <S>
    The market value factor          =  [(1+i)/(1+j)]to the power of n/365 - 1
                                     =  [(1+.08)/(1+.10)]to the power of 2555/365 - 1
                                     =  (.98182)to the power of 7 - 1
                                     =  -.12054

The market value adjustment          =  the market value factor multiplied by the withdrawal
                                     =  -.12054 X $66,134.88
                                     =  -$7,971.71
</TABLE>

POSITIVE MARKET VALUE ADJUSTMENT (UNCAPPED)

Assume that on the date of surrender, the current rate (j) is 7.00% or 0.07

<TABLE>
<C>                          <C>        <S>
    The market value factor          =  [(1+i)/(1+j)]to the power of n/365 - 1
                                     =  [(1+.08)/(1+.07)]to the power of 2555/365 - 1
                                     =  (1.00935)to the power of 7 - 1
                                     =  .06728

The market value adjustment          =  the market value factor multiplied by the withdrawal
                                     =  .06728 X $66,134.88
                                     =  $4,449.79
</TABLE>

                                      C-2
<PAGE>
NEGATIVE MARKET VALUE ADJUSTMENT (CAPPED)

Assume that on the date of surrender, the current rate (j) is 11.00% or 0.11

<TABLE>
<C>                          <C>        <S>
    The market value factor          =  [(1+i)/(1+j)]to the power of n/365 - 1
                                     =  [(1+.08)/(1+.11)]to the power of 2555/365 - 1
                                     =  (.97297)to the power of 7 - 1
                                     =  -.17454
The market value adjustment          =  Minimum of the market value factor multiplied by the
                                        withdrawal or the negative of the excess interest earned
                                        over 3%
                                     =  Minimum (-.17454 X $66,134.88 or -$11,498.53)
                                     =  Minimum (-$11,543.18 or -$11,498.53)
                                     =  -$11,498.53
</TABLE>

POSITIVE MARKET VALUE ADJUSTMENT (CAPPED)

Assume that on the date of surrender, the current rate (j) is 5.00% or 0.05

<TABLE>
<C>                          <C>        <S>
    The market value factor          =  [(1+i)/(1+j)]to the power of n/365 - 1
                                     =  [(1+.08)/(1+.05)]to the power of 2555/365 - 1
                                     =  (1.02857)to the power of 7 - 1
                                     =  .21798
The market value adjustment          =  Minimum of the market value factor multiplied by the
                                        withdrawal or the excess interest earned over 3%
    The market value factor          =  Minimum of (.21798 X $66,134.88 or $11,498.53)
                                     =  Minimum of ($14,416.27 or $11,498.53)
                                     =  $11,498.53
</TABLE>

                                      C-3
<PAGE>
                                   APPENDIX D
                        CONDENSED FINANCIAL INFORMATION
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                             SEPARATE ACCOUNT VA-K

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------------------------------
SUB-ACCOUNT                                   1998       1997       1996       1995       1994       1993       1992
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>
GROWTH & INCOME SERIES
Unit Value:
    Beginning of Period...................      2.433      1.883      1.582      1.178      1.197      1.051      1.000
    End of Period.........................      2.672      2.433      1.883      1.582      1.178      1.197      1.051
Number of Units Outstanding at End of
 Period (in thousands)....................    146,009    113,507     65,991     48,305     38,591     25,086      4,208
DEVON SERIES
Unit Value:
    Beginning of Period...................      1.261     N/A        N/A        N/A        N/A        N/A        N/A
    End of Period.........................      1.543      1.261     N/A        N/A        N/A        N/A        N/A
Number of Units Outstanding at End of
 Period (in thousands)....................     42,690     11,585     N/A        N/A        N/A        N/A        N/A
DELCAP SERIES
Unit Value:
    Beginning of Period...................      1.831      1.616      1.432      1.121      1.178      1.070      1.000
    End of Period.........................      2.145      1.831      1.616      1.432      1.121      1.178      1.070
Number of Units Outstanding at End of
 Period (in thousands)....................     58,454     57,025     44,667     35,204     29,100     20,802      4,534
SOCIAL AWARENESS SERIES
Unit Value:
    Beginning of Period...................      1.272     N/A        N/A        N/A        N/A        N/A        N/A
    End of Period.........................      1.448      1.272     N/A        N/A        N/A        N/A        N/A
Number of Units Outstanding at End of
 Period (in thousands)....................     17,819      4,515     N/A        N/A        N/A        N/A        N/A
REIT SERIES
Unit Value:
    Beginning of Period...................      0.000     N/A        N/A        N/A        N/A        N/A        N/A
    End of Period.........................      0.901     N/A        N/A        N/A        N/A        N/A        N/A
Number of Units Outstanding at End of
 Period (in thousands)....................      1,235     N/A        N/A        N/A        N/A        N/A        N/A
SMALL CAP VALUE SERIES
Unit Value:
    Beginning of Period...................      1.923      1.467      1.214      0.994      1.000      1.000     N/A
    End of Period.........................      1.806      1.923      1.467      1.214      0.994      1.000     N/A
Number of Units Outstanding at End of
 Period (in thousands)....................     55,136     43,269     15,725      9,467      6,040          6     N/A
TREND SERIES
Unit Value:
    Beginning of Period...................      1.779      1.486      1.358      0.989      1.007      1.000     N/A
    End of Period.........................      2.036      1.779      1.486      1.358      0.989      1.007     N/A
Number of Units Outstanding at End of
 Period (in thousands)....................     36,571     33,256     21,711     13,410      6,197         50     N/A
</TABLE>

                                      D-1
<PAGE>
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------------------------------
SUB-ACCOUNT                                   1998       1997       1996       1995       1994       1993       1992
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>
INTERNATIONAL EQUITY SERIES
Unit Value:
    Beginning of Period...................      1.619      1.540      1.301      1.159      1.144      1.000      1.000
    End of Period.........................      1.762      1.619      1.540      1.301      1.159      1.144      1.000
Number of Units Outstanding at End of
 Period (in thousands)....................     51,715     48,813     30,888     21,612     18,761      6,139        182
EMERGING MARKETS SERIES
Unit Value:
    Beginning of Period...................      0.880     N/A        N/A        N/A        N/A        N/A        N/A
    End of Period.........................      0.586      0.880     N/A        N/A        N/A        N/A        N/A
Number of Units Outstanding at End of
 Period (in thousands)....................      6,662      4,545     N/A        N/A        N/A        N/A        N/A
DELAWARE BALANCED SERIES
Unit Value:
    Beginning of Period...................      2.015      1.616      1.414      1.133      1.150      1.078      1.000
    End of Period.........................      2.357      2.015      1.616      1.414      1.133      1.150      1.078
Number of Units Outstanding at End of
 Period (in thousands)....................     81,359     58,759     40,855     37,203     33,332     22,046      3,145
CONVERTIBLE SECURITIES SERIES
Unit Value:
    Beginning of Period...................      1.156     N/A        N/A        N/A        N/A        N/A        N/A
    End of Period.........................      1.127      1.156     N/A        N/A        N/A        N/A        N/A
Number of Units Outstanding at End of
 Period (in thousands)....................      4,793      1,291     N/A        N/A        N/A        N/A        N/A
DELCHESTER SERIES
Unit Value:
    Beginning of Period...................      1.652      1.474      1.326      1.164      1.214      1.058      1.000
    End of Period.........................      1.599      1.652      1.474      1.326      1.164      1.214      1.058
Number of Units Outstanding at End of
 Period (in thousands)....................     70,679     56,733     44,760     37,818     31,735     22,281      4,571
CAPITAL RESERVES SERIES
Unit Value:
    Beginning of Period...................      1.317      1.241      1.209      1.075      1.120      1.053      1.000
    End of Period.........................      1.386      1.317      1.241      1.209      1.075      1.120      1.053
Number of Units Outstanding at End of
 Period (in thousands)....................     28,066     20,234     20,226     19,818     20,476     16,752      3,828
STRATEGIC INCOME SERIES
Unit Value:
    Beginning of Period...................      1.052     N/A        N/A        N/A        N/A        N/A        N/A
    End of Period.........................      1.065      1.052     N/A        N/A        N/A        N/A        N/A
Number of Units Outstanding at End of
 Period (in thousands)....................     17,524      5,381     N/A        N/A        N/A        N/A        N/A
CASH RESERVE SERIES
Unit Value:
    Beginning of Period...................      1.165      1.124      1.087      1.044      1.021      1.010      1.000
    End of Period.........................      1.207      1.165      1.124      1.087      1.044      1.021      1.010
Number of Units Outstanding at End of
 Period (in thousands)....................     32,501     24,014     21,519     11,568     13,998      5,483      1,387
</TABLE>

                                      D-2
<PAGE>
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------------------------------
SUB-ACCOUNT                                   1998       1997       1996       1995       1994       1993       1992
- ------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>
GLOBAL BOND SERIES
Unit Value:
    Beginning of Period...................      1.102      1.107      1.000      1.000     N/A        N/A        N/A
    End of Period.........................      1.172      1.102      1.107      1.000     N/A        N/A        N/A
Number of Units Outstanding at End of
 Period (in thousands)....................      4,991      3,950        886     N/A        N/A        N/A        N/A
</TABLE>

No information is shown above for the Sub-Accounts that commenced operations
after December 31, 1998.

                                      D-3
<PAGE>

             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                       STATEMENT OF ADDITIONAL INFORMATION

                                       OF

         INDIVIDUAL AND GROUP VARIABLE ANNUITY CONTRACTS FUNDED THROUGH

                                 SUB-ACCOUNTS OF

                              SEPARATE ACCOUNT VA-K

            INVESTING IN SHARES OF DELAWARE GROUP PREMIUM FUND, INC.







THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE
READ IN CONJUNCTION WITH THE DELAWARE GOLDEN MEDALLION PROSPECTUS OF SEPARATE
ACCOUNT VA-K (DELAWARE MEDALLION), DATED ___________, 1999 ("THE
PROSPECTUS"). THE PROSPECTUS MAY BE OBTAINED FROM ANNUITY CLIENT SERVICES,
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY, 440 LINCOLN STREET,
WORCESTER, MASSACHUSETTS 01653, TELEPHONE 1-800-533-2124.





                                DATED ___________, 1999











<PAGE>

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                          <C>
GENERAL INFORMATION AND HISTORY .............................................. 2

TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT
     AND THE  COMPANY ......................................................   3

SERVICES ...................................................................   3

UNDERWRITERS ...............................................................   3

ANNUITY BENEFIT PAYMENTS ..................................................... 4

PERFORMANCE INFORMATION ...................................................... 8

FINANCIAL STATEMENTS ....................................................... F-1
</TABLE>


                         GENERAL INFORMATION AND HISTORY


Separate Account VA-K (the "Variable Account") is a separate investment account
of Allmerica Financial Life Insurance and Annuity Company (the "Company")
established by vote of its Board of Directors on November 1, 1990. The Company
is a life insurance company organized under the laws of Delaware in July 1974.
Its principal office (the "Principal Office") is located at 440 Lincoln Street,
Worcester, Massachusetts 01653, telephone (508) 855-1000. 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. As of December 31, 1998, the
Company had over $14 billion in assets and over $26 billion of life insurance in
force.



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 a wholly owned subsidiary of First Allmerica Financial Life
Insurance Company ("First Allmerica") which, in turn, is a wholly owned
subsidiary of Allmerica Financial Corporation ("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 among the five oldest life
insurance companies in America. As of December 31, 1998, First Allmerica and
its subsidiaries (including the Company) had over $27 billion in combined
assets and over $48 billion in life insurance in force.

Currently, 16 Sub-Accounts of the Variable Account are available under the
Delaware Golden Medallion contract (the "Contract"). Each Sub-Account invests
in a corresponding investment portfolio of Delaware Group Premium Fund, Inc.
(the "Fund"). The series are managed by Delaware Management Company, Inc.
(except for the International Equity Series, Emerging Markets Series and
Global Bond Series which are managed by Delaware International Advisers Ltd.).

                                                                               2
<PAGE>


The Fund is an open-end, diversified management investment company.
Seventeen different investment series of the Fund are available under the
Contract: the Growth & Income Series (formerly Decatur Total Return Series),
Delchester Series, Capital Reserve Series, Cash Reserve Series, DelCap
Series, Aggressive Growth Series, Delaware Balanced Series (formerly Delaware
Series), Small Cap Value Series, Trend Series, Global Bond Series,
International Equity Series, Strategic Income Series, Devon Series, Emerging
Markets Series, Convertible Securities Series, REIT Series, and Social
Awareness Series (the "Underlying Series"). Each Underlying Series has its
own investment objectives and certain attendant risks.


                          TAXATION OF THE CONTRACT, THE
                        VARIABLE ACCOUNT AND THE COMPANY

The Company currently imposes no charge for taxes payable in connection with the
Contract, other than for state and local premium taxes and similar assessments
when applicable. The Company reserves the right to impose a charge for any other
taxes that may become payable in the future in connection with the Contract or
the Variable Account.

The Variable Account is considered to be a part of and taxed with the operations
of the Company. The Company is taxed as a life insurance company under
subchapter L of the Internal Revenue Code (the "Code"), and files a consolidated
tax return with its parent and affiliated companies.

The Company reserves the right to make a charge for any effect which the income,
assets or existence of the Contract or the Variable Account may have upon its
tax. Such charge for taxes, if any, will be assessed on a fair and equitable
basis in order to preserve equity among classes of Contract Owners ("Owners").
The Variable Account presently is not subject to tax.

                                    SERVICES

CUSTODIAN OF SECURITIES. The Company serves as custodian of the assets of the
Variable Account. Underlying Series shares owned by the Sub-Accounts are held on
an open account basis. A Sub-Account's ownership of Underlying Series shares is
reflected on the records of the Underlying Series and is not represented by any
transferable stock certificates.


EXPERTS. The financial statements of the Company as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998, and
the financial statements of Separate Account VA-K--Delaware Medallion of the
Company as of December 31, 1998 and for the periods indicated, included in this
Statement of Additional Information constituting part of this Registration
Statement, have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.


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


                                                                               3
<PAGE>

                                  UNDERWRITERS

Allmerica Investments, Inc. ("Allmerica Investments"), a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. ("NASD"), serves as principal
underwriter and general distributor for the Contract pursuant to a contract with
Allmerica Investments, the Company, and the Variable Account. Allmerica
Investments distributes the Contract on a best-efforts basis. Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653, was
organized in 1969 as a wholly owned subsidiary of First Allmerica, and presently
is indirectly wholly owned by First Allmerica.

The Contract offered by this Prospectus is offered continuously, and may be
purchased from certain independent broker-dealers which are NASD members and
whose representatives are authorized by applicable law to sell variable annuity
contracts.

All persons selling the Contract are required to be licensed by their respective
state insurance authorities for the sale of variable annuity contracts. The
Company pays commissions, not to exceed 7.0% of purchase payments, to entities
which sell the Contract. To the extent permitted by NASD rules, promotional
incentives or payments may also be provided to such entities based on sales
volumes, the assumption of wholesaling functions or other sales-related
criteria. Additional payments may be made for other services not directly
related to the sale of the Contract, including the recruitment and training of
personnel, production of promotional literature and similar services. A
Promotional Allowance of 1.0% is paid to Delaware Distributors, Inc. for
administrative and support services with respect to the distribution of the
Contract; however, Delaware Distributors, Inc. may direct the Company to pay a
portion of said allowance to broker-dealers who provide support services
directly.


No commissions were paid to Allmerica Investments, Inc. during 1996, 1997 and
1998. Sales of these contracts began in 1992.


No commissions were paid for sales of Contract Form A3028-99 since it was not
offered until ____________, 1999.


Commissions paid by the Company do not result in any charge to Owners or to the
Variable Account in addition to the charges described under "CHARGES AND
DEDUCTIONS" in the Prospectus. The Company intends to recoup the commission and
other sales expense through a combination of anticipated surrender, withdrawal
and/or annuitization charges, profits from the Company's general account,
including the investment earnings on amounts allocated to accumulate on a fixed
basis in excess of the interest credited on fixed accumulations by the Company,
and the profit, if any, from the mortality and expense risk charge.

                            ANNUITY BENEFIT PAYMENTS

The method by which the Accumulated Value under the Contract is determined is
described in detail under "Computation of Values" in the Prospectus.

ILLUSTRATION OF ACCUMULATION UNIT CALCULATION USING HYPOTHETICAL EXAMPLE. The
Accumulation Unit calculation for a daily Valuation Period may be illustrated by
the following hypothetical example: Assume that the assets of a Sub-Account at
the beginning of a one-day Valuation Period were $5,000,000; that the value of
an Accumulation Unit on the previous date was $1.135000; and that during the
Valuation Period, the investment income and net realized and unrealized capital
gains exceed net realized and unrealized capital losses by $1,675. The
Accumulation Unit Value at the end of the current Valuation Period would be
calculated as follows:
<TABLE>

<S>                                                                                     <C>
(1) Accumulation Unit Value -- Previous Valuation Period ............................   $   1.135000

(2) Value of Assets -- Beginning of Valuation Period ................................   $  5,000,000


                                                                               4
<PAGE>

(3) Excess of Investment Income and Net Gains Over Capital losses ...................   $      1,675

(4) Adjusted Gross Investment Rate for the Valuation Period (3) divided by (2) ......       0.000335

(5) Annual Charge (one-day equivalent of 1.40% per annum) ...........................       0.000039

(6) Net Investment Rate (4) - (5) ...................................................       0.000296

(7) Net Investment Factor 1.000000 + (6) ............................................       0.000296

(8) Accumulation Unit Value -- Current Period (1) x (7) .............................   $   1.135336
</TABLE>

Conversely, if unrealized capital losses and charges for expenses and taxes
exceeded investment income and net realized capital gains by $1,675, the
Accumulation Unit Value at the end of the Valuation Period would have been
$1.134576.

The method for determining the amount of annuity benefit payments is
described in detail under "Variable Annuity Benefit Payments" in the
Prospectus.

ILLUSTRATION OF VARIABLE ANNUITY BENEFIT PAYMENT CALCULATION USING HYPOTHETICAL
EXAMPLE. The determination of the Annuity Unit value and the variable annuity
benefit payment may be illustrated by the following hypothetical example: Assume
an Annuitant has 40,000 Accumulation Units in a Variable Account, and that the
value of an Accumulation Unit on the Valuation Date used to determine the amount
of the first variable annuity benefit payment is $1.120000. Therefore, the
Accumulation Value of the Contract is $44,800 (40,000 x $1.120000). Assume also
that the Owner elects an option for which the first monthly payment is $6.57 per
$1,000 of Accumulated Value applied. Assuming no premium tax or surrender
charge, the first monthly payment would be 44.800 multiplied by $6.57, or
$294.34.


Next, assume that the Annuity Unit value for the assumed rate of 3.5% per annum
for the Valuation Date as of which the first payment was calculated was
$1.100000. Annuity Unit values will not be the same as Accumulation Unit Values
because the former reflect the 3.5% assumed interest rate used in the annuity
rate calculations. When the Annuity Unit value of $1.100000 is divided into the
first monthly payment the number of Annuity Units represented by that payment is
determined to be 267.5818. The value of this same number of Annuity Units will
be paid in each subsequent month under most options. Assume further that the net
investment factor for the Valuation Period applicable to the next annuity
benefit payment is 1.000190. Multiplying this factor by .999906 (the one-day
adjustment factor for the assumed interest rate of 3.5% per annum) produces a
factor of 1.000096. This then is multiplied by the Annuity Unit value on the
immediately preceding Valuation Date (assumed here to be $1.105000). The result
is an Annuity Unit value of $1.105106 for the current monthly payment. The
current monthly payment then is determined by multiplying the number of Annuity
Units by the current Annuity Unit value, or 267.5818 times $1.105106, which
produces a current monthly payment of $295.71.


                                                                               5
<PAGE>

                             PERFORMANCE INFORMATION

Performance information for a Sub-Account may be compared, in reports and
promotional literature, to certain indices described in the Prospectus under
"PERFORMANCE INFORMATION." In addition, the Company may provide advertising,
sales literature, periodic publications or other material information on various
topics of interest to Owners and prospective Owners. These topics may include
the relationship between sectors of the economy and the economy as a whole and
its effect on various securities markets, investment strategies and techniques
(such as value investing, market timing, dollar cost averaging, asset
allocation, 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, including comparisons
between the Contract and the characteristics of and market for such financial
instruments. Total return data and supplemental total return information may be
advertised based on the period of time that an Underlying Series and an
underlying Sub-Account have been in existence, even if longer than the period of
time that the Contract has been offered. The results for any period prior to a
Contract being offered will be calculated as if the Contract had been offered
during that period of time, with all charges assumed to be those applicable to
the Contract.

TOTAL RETURN


"Total Return" refers to the total of the income generated by an investment in a
Sub-Account and of the changes of value of the principal invested (due to
realized and unrealized capital gains or losses) for a specific period, reduced
by the Sub-Account's asset charge and any applicable surrender charge which
would be assessed upon complete withdrawal of the investment.


Total Return figures are calculated by standardized methods prescribed by rules
of the Securities and Exchange Commission (the "SEC"). The quotations are
computed by finding the average annual compounded rates of return over the
specified periods that would equate the initial amount invested to the ending
redeemable values, according to the following formula:

             (n)
     P(1 + T)    = ERV

     Where:     P  =    a hypothetical initial payment to the Variable Account
                        of $1,000

                T  =    average annual total return

                n  =    number of years

              ERV  =    the ending redeemable value of the $1,000 payment at the
                        end of the specified  period


The calculation of Total Return includes the annual charges against the assets
of the Sub-Account. This charge is 1.40% on an annual basis. The calculation of
ending redeemable value assumes (1) the Contract was issued at the beginning of
the period, and (2) a complete surrender of the Contract at the end of the
period. The deduction of the surrender charge, if any, applicable at the end of
the period is included in the calculation, according to the following schedule:


                                                                               6
<PAGE>

<TABLE>
<CAPTION>

                COMPLETE YEARS FROM
                  DATE OF PAYMENT                       CHARGE
           ---------------------------------   -------------------------------

<S>                                          <C>

                        0-4                               8.5%
                        more than 4                       7.5%
                        more than 5                       6.5%
                        more than 6                       5.5%
                        more than 7                       3.5%
                        more than 8                       1.5%
                        more than 9                         0%
</TABLE>


No surrender charge is deducted upon expiration of the periods specified above.
In each calendar year, a certain amount (withdrawal without surrender charge
amount, as described in the Prospectus) is not subject to the surrender charge.

The calculations of Total Return include the deduction of the $35 annual
Contract fee.

SUPPLEMENTAL TOTAL RETURN INFORMATION

The Supplemental Total Return Information in this section refers to the total of
the income generated by an investment in a Sub-Account and of the changes of
value of the principal invested (due to realized and unrealized capital gains or
losses) for a specified period reduced by the Sub-Account's asset charges. It is
assumed, however, that the investment is NOT withdrawn at the end of each
period.

The quotations of Supplemental Total Return are computed by finding the average
annual compounded rates


                                                                               7
<PAGE>

of return over the specified periods that would equate the initial amount
invested to the ending values, according to the following formula:

             (n)
     P(1 + T)    = EV

     Where:     P  =    a hypothetical initial payment to the Variable Account
                        of $1,000

                T  =    average annual total return

                n  =    number of years

               EV  =    the ending value of the $1,000 payment at the end of the
                        specified period


The calculation of Supplemental Total Return reflects the 1.40% annual charge
against the assets of the Sub-Accounts. The ending value assumes that the
Contract is NOT surrendered at the end of the specified period, and therefore
there is no adjustment for the surrender charge that would be applicable if the
Contract was surrendered at the end of the period. The calculation of
supplemental total return does not include the deduction of the $35 annual
Contract fee.


YIELD AND EFFECTIVE YIELD - THE MONEY MARKET SUB-ACCOUNT


Set forth below is yield and effective yield information for the Money Market
Sub-Account for the seven-day period ended December 31, 1998:


<TABLE>

<S>                                                <C>
                        Yield                      3.50%
                        Effective Yield            3.57%
</TABLE>



The yield and effective yield figures are calculated by standardized methods
prescribed by rules of the SEC. Under those methods, the yield quotation is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Sub-Account at the beginning of the period, subtracting
a charge reflecting the annual deduction for mortality and expense risk and the
administrative charge, dividing the difference by the value of the account at
the beginning of the same period to obtain the base period return, and then
multiplying the return for a seven-day base period by (365/7), with the
resulting yield carried to the nearest hundredth of one percent.


The Money Market Sub-Account computes effective yield by compounding the
unannualized base period return by using the formula:

                                                        (365/7)
             Effective Yield = [(base period return + 1)       ] - 1

The calculations of yield and effective yield reflect the $35 annual Contract
fee.

                              FINANCIAL STATEMENTS

Financial Statements are included for Allmerica Financial Life Insurance and
Annuity Company and for its Separate Account VA-K.


                                                                              8
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income, shareholder's equity
and cash flows present fairly, in all material respects, the financial position
of Allmerica Financial Life Insurance and Annuity Company (the "Company") at
December 31, 1998 and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1998 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/ PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP

Boston, Massachusetts
February 2, 1999, except for paragraph 2 of Note 12,
  which is as of March 19, 1999
<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)                                     1998      1997      1996
 -----------------------------------------------  -------   -------   -------
 <S>                                              <C>       <C>       <C>
 REVENUES
     Premiums...................................  $   0.5   $  22.8   $  32.7
     Universal life and investment product
       policy fees..............................    267.4     212.2     176.2
     Net investment income......................    151.3     164.2     171.7
     Net realized investment gains (losses).....     20.0       2.9      (3.6)
     Other income...............................      0.6       1.4       0.9
                                                  -------   -------   -------
         Total revenues.........................    439.8     403.5     377.9
                                                  -------   -------   -------
 BENEFITS, LOSSES AND EXPENSES
     Policy benefits, claims, losses and loss
       adjustment expenses......................    153.9     187.8     192.6
     Policy acquisition expenses................     64.6       2.8      49.9
     Sales practice litigation..................     21.0     --        --
     Loss from cession of disability income
       business.................................    --         53.9     --
     Other operating expenses...................    104.1     101.3      86.6
                                                  -------   -------   -------
         Total benefits, losses and expenses....    343.6     345.8     329.1
                                                  -------   -------   -------
 Income before federal income taxes.............     96.2      57.7      48.8
                                                  -------   -------   -------
 FEDERAL INCOME TAX EXPENSE (BENEFIT)
     Current....................................     22.1      13.9      26.9
     Deferred...................................     11.8       7.1      (9.8)
                                                  -------   -------   -------
         Total federal income tax expense.......     33.9      21.0      17.1
                                                  -------   -------   -------
 Net income.....................................  $  62.3   $  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)                                                1998         1997
 --------------------------------------------------------  ----------   ----------
 <S>                                                       <C>          <C>
 ASSETS
   Investments:
     Fixed maturities at fair value (amortized cost of
       $1,284.6 and $1,340.5)............................  $  1,330.4   $  1,402.5
     Equity securities at fair value (cost of $27.4 and
       $34.4)............................................        31.8         54.0
     Mortgage loans......................................       230.0        228.2
     Real estate.........................................        14.5         12.0
     Policy loans........................................       151.5        140.1
     Other long-term investments.........................         9.1         20.3
                                                           ----------   ----------
         Total investments...............................     1,767.3      1,857.1
                                                           ----------   ----------
   Cash and cash equivalents.............................       217.9         31.1
   Accrued investment income.............................        33.5         34.2
   Deferred policy acquisition costs.....................       950.5        765.3
   Reinsurance receivables on paid and unpaid losses,
     future policy benefits and unearned premiums........       308.0        251.1
   Other assets..........................................        46.9         10.7
   Separate account assets...............................    11,020.4      7,567.3
                                                           ----------   ----------
         Total assets....................................  $ 14,344.5   $ 10,516.8
                                                           ----------   ----------
                                                           ----------   ----------
 LIABILITIES
   Policy liabilities and accruals:
     Future policy benefits..............................  $  2,284.8   $  2,097.3
     Outstanding claims, losses and loss adjustment
       expenses..........................................        17.9         18.5
     Unearned premiums...................................         2.7          1.8
     Contractholder deposit funds and other policy
       liabilities.......................................        38.1         32.5
                                                           ----------   ----------
         Total policy liabilities and accruals...........     2,343.5      2,150.1
                                                           ----------   ----------
   Expenses and taxes payable............................       146.2         77.6
   Reinsurance premiums payable..........................        45.7          4.9
   Deferred federal income taxes.........................        78.8         75.9
   Separate account liabilities..........................    11,020.4      7,567.3
                                                           ----------   ----------
         Total liabilities...............................    13,634.6      9,875.8
                                                           ----------   ----------
   Commitments and contingencies (Note 12)
 SHAREHOLDER'S EQUITY
   Common stock, $1,000 par value, 10,000 shares
     authorized, 2,524 and 2,521 shares issued and
     outstanding.........................................         2.5          2.5
   Additional paid-in capital............................       407.9        386.9
   Accumulated other comprehensive income................        24.1         38.5
   Retained earnings.....................................       275.4        213.1
                                                           ----------   ----------
         Total shareholder's equity......................       709.9        641.0
                                                           ----------   ----------
         Total liabilities and shareholder's equity......  $ 14,344.5   $ 10,516.8
                                                           ----------   ----------
                                                           ----------   ----------
</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)                                      1998       1997       1996
 -----------------------------------------------  --------   --------   --------
 <S>                                              <C>        <C>        <C>
 COMMON STOCK...................................  $    2.5   $    2.5   $    2.5
                                                  --------   --------   --------

 ADDITIONAL PAID-IN CAPITAL
     Balance at beginning of period.............     386.9      346.3      324.3
     Issuance of common stock...................      21.0       40.6       22.0
                                                  --------   --------   --------
     Balance at end of period...................     407.9      386.9      346.3
                                                  --------   --------   --------
 ACCUMULATED OTHER COMPREHENSIVE INCOME
     Net unrealized appreciation on investments:
     Balance at beginning of period.............      38.5       20.5       23.8
     Appreciation (depreciation) during the
       period:
         Net (depreciation) appreciation on
           available-for-sale securities........     (23.4)      27.0       (5.1)
         Benefit (provision) for deferred
           federal income taxes.................       9.0       (9.0)       1.8
                                                  --------   --------   --------
                                                     (14.4)      18.0       (3.3)
                                                  --------   --------   --------
     Balance at end of period...................      24.1       38.5       20.5
                                                  --------   --------   --------
 RETAINED EARNINGS
     Balance at beginning of period.............     213.1      176.4      144.7
     Net income.................................      62.3       36.7       31.7
                                                  --------   --------   --------
     Balance at end of period...................     275.4      213.1      176.4
                                                  --------   --------   --------
         Total shareholder's equity.............  $  709.9   $  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 COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
 FOR THE YEARS ENDED DECEMBER 31,
 (IN MILLIONS)                                  1998      1997      1996
 --------------------------------------------  -------   -------   -------
 <S>                                           <C>       <C>       <C>
 Net income..................................  $  62.3   $  36.7   $  31.7
 Other comprehensive income:
     Net (depreciation) appreciation on
       available-for-sale securities.........    (23.4)     27.0      (5.1)
     Benefit (provision) for deferred federal
       income taxes..........................      9.0      (9.0)      1.8
                                               -------   -------   -------
         Other comprehensive income..........    (14.4)     18.0      (3.3)
                                               -------   -------   -------
     Comprehensive income....................     47.9   $  54.7   $  28.4
                                               -------   -------   -------
                                               -------   -------   -------
</TABLE>

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

                                      F-4
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
 FOR THE YEARS ENDED DECEMBER 31,
 (IN MILLIONS)                                   1998       1997       1996
 --------------------------------------------  --------   --------   --------
 <S>                                           <C>        <C>        <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
     Net income..............................  $   62.3   $   36.7   $   31.7
     Adjustments to reconcile net income to
       net cash used in operating activities:
         Net realized gains..................     (20.0)      (2.9)       3.6
         Net amortization and depreciation...      (7.1)     --           3.5
         Sales practice litigation expense...      21.0
         Loss from cession of disability
           income business...................     --          53.9      --
         Deferred federal income taxes.......      11.8        7.1       (9.8)
         Payment related to cession of
           disability income business........     --        (207.0)     --
         Change in deferred acquisition
           costs.............................    (177.8)    (181.3)     (66.8)
         Change in reinsurance premiums
           payable...........................      40.8        3.9       (0.2)
         Change in accrued investment
           income............................       0.7        3.5        1.2
         Change in policy liabilities and
           accruals, net.....................     193.1      (72.4)     (39.9)
         Change in reinsurance receivable....     (56.9)      22.1       (1.5)
         Change in expenses and taxes
           payable...........................      55.4        0.2       32.3
         Separate account activity, net......      (0.5)       1.6        8.0
         Other, net..........................     (28.0)      (8.7)       2.3
                                               --------   --------   --------
             Net cash provided by (used in)
               operating activities..........      94.8     (343.3)     (35.6)
                                               --------   --------   --------
 CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from disposals and maturities
       of available-for-sale fixed
       maturities............................     187.0      909.7      809.4
     Proceeds from disposals of equity
       securities............................      53.3        2.4        1.5
     Proceeds from disposals of other
       investments...........................      22.7       23.7       17.4
     Proceeds from mortgages matured or
       collected.............................      60.1       62.9       34.0
     Purchase of available-for-sale fixed
       maturities............................    (136.0)    (579.7)    (795.8)
     Purchase of equity securities...........     (30.6)      (3.2)     (13.2)
     Purchase of other investments...........     (22.7)      (9.0)     (13.9)
     Purchase of mortgages...................     (58.9)     (70.4)     (22.3)
     Other investing activities, net.........      (3.9)     --          (2.0)
                                               --------   --------   --------
         Net cash provided by investing
           activities........................      71.0      336.4       15.1
                                               --------   --------   --------
 CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of stock and
       capital paid in.......................      21.0       19.2       22.0
                                               --------   --------   --------
         Net cash provided by financing
           activities........................      21.0       19.2       22.0
                                               --------   --------   --------
 Net change in cash and cash equivalents.....     186.8       12.3        1.5
 Cash and cash equivalents, beginning of
  period.....................................      31.1       18.8       17.3
                                               --------   --------   --------
 Cash and cash equivalents, end of period....  $  217.9   $   31.1   $   18.8
                                               --------   --------   --------
                                               --------   --------   --------
 SUPPLEMENTAL CASH FLOW INFORMATION
     Interest paid...........................  $    0.6   $  --      $    3.4
     Income taxes paid.......................  $   36.2   $    5.4   $   16.5
</TABLE>

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

                                      F-5
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

Allmerica Financial Life Insurance and Annuity Company ("AFLIAC" or the
"Company") is organized as a stock life insurance company, and is a wholly owned
subsidiary of 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, which was transferred from
SMAFCO effective November 30, 1997 and dissolved as a subsidiary, effective
November 30, 1998. Its results of operations are included for 11 months of 1998
and for the month of December, 1997.

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

The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

B.  VALUATION OF INVESTMENTS

In accordance with the provisions of Statement of Financial Accounting Standards
No. 115 ("Statement No. 115"), "Accounting for Certain Investments in Debt and
Equity Securities", the Company is required to classify its investments into one
of three categories: held-to-maturity, available-for-sale or trading. The
Company determines the appropriate classification of debt securities at the time
of purchase and re-evaluates such designation as of each balance sheet date.

Marketable equity securities and debt securities are classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses, net of tax, reported in a separate
component of shareholder's equity. The amortized cost of debt securities is
adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization is included in investment income.

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

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

Policy loans are carried principally at unpaid principal balances.

During 1997, the Company adopted to a plan to dispose of all real estate assets
by the end of 1998. As of December 31, 1998, there was 1 property remaining in
the Company's real estate portfolio, which is being actively marketed. As a
result of the Plan, real estate held by the Company and real estate joint
ventures were written down to the estimated fair value less cost of disposal.
Depreciation is not recorded on this asset while it is held for disposal.

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

Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are reported
as a component of revenues based upon specific identification of the investment
assets sold. When an other-than-temporary impairment of the value of a specific
investment or a group of investments is determined, a realized investment loss
is recorded. Changes in the valuation allowance for mortgage loans are included
in realized investment gains or losses.

C.  FINANCIAL INSTRUMENTS

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

D.  CASH AND CASH EQUIVALENTS

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

E.  DEFERRED POLICY ACQUISITION COSTS

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

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

F.  SEPARATE ACCOUNTS

Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of 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, disability income and annuity
products. Such liabilities are established in amounts adequate to meet the
estimated future obligations of policies in force. The liabilities associated
with traditional life insurance products are computed using the net level
premium method for

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

individual life and annuity policies, and are based upon estimates as to future
investment yield, mortality and withdrawals that include provisions for adverse
deviation. Future policy benefits for individual life insurance and annuity
policies are computed using interest rates ranging from 3% to 6% for life
insurance and 3 1/2% to 9 1/2% for annuities. Mortality, morbidity and
withdrawal assumptions for all policies are based on the Company's own
experience and industry standards. Liabilities for universal life 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 disability income 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 for individual life and disability income policies.
These estimates are continually reviewed and adjusted as necessary; such
adjustments are reflected in current operations.

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

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

H.  PREMIUM AND FEE REVENUE AND RELATED EXPENSES

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

I.  FEDERAL INCOME TAXES

AFC and its domestic subsidiaries file a consolidated United States federal
income tax return. Entities included within the consolidated group are
segregated into either a life insurance or non-life insurance company subgroup.
The consolidation of these subgroups is subject to certain statutory
restrictions on the percentage of eligible non-life tax losses that can be
applied to offset life insurance company taxable income.

The Board of Directors has delegated to AFC management, the development and
maintenance of appropriate federal income tax allocation policies and
procedures, which are subject to written agreement between the

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

companies. The Federal income tax for all subsidiaries in the consolidated
return of AFC is calculated on a separate return basis. Any current tax
liability is paid to AFC. Tax benefits resulting from taxable operating losses
or credits of AFC's subsidiaries are not reimbursed to the subsidiary until such
losses or credits can be utilized by the subsidiary on a separate return basis.

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

J.  NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement No. 133"), which establishes
accounting and reporting standards for derivative instruments. Statement No. 133
requires that an entity recognize all derivatives as either assets or
liabilities at fair value in the statement of financial position, and
establishes special accounting for the following three types of hedges; fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investment in foreign operations. This statement is effective for fiscal years
beginning after June 15, 1999. The Company is currently assessing the impact of
adoption of Statement No. 133.

In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SoP 98-1"). SoP 98-1 requires that
certain costs incurred in developing internal-use computer software be
capitalized and provides guidance for determining whether computer software is
to be considered for internal use. This statement is effective for fiscal years
beginning after December 15, 1998. In the second quarter, the Company adopted
SoP 98-1 effective January 1, 1998, resulting in an increase in pre-tax income
of $9.8 million through December 31, 1998. The adoption of SoP 98-1 did not have
a material effect on the results of operations or financial position for the
three months ended March 31, 1998.

In December 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments" ("SoP 97-3"). SoP 97-3 provides
guidance when a liability should be recognized for guaranty fund and other
assessments and how to measure the liability. This statement allows for the
discounting of the liability if the amount and timing of the cash payments are
fixed and determinable. In addition, it provides criteria for when an asset may
be recognized for a portion or all of the assessment liability or paid
assessment that can be recovered through premium tax offsets or policy
surcharges. This statement is effective for fiscal years beginning after
December 15, 1998. The Company believes that the adoption of this statement will
not have a material effect on the results of operations or financial position.

In June 1997, the FASB issued Statement No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("Statement No. 131"). This statement
establishes standards for the way that public enterprises report information
about operating segments in annual financial statements and requires that
selected information about those operating segments be reported in interim
financial statements. This statement supersedes Statement No. 14, "Financial
Reporting for Segments of a Business Enterprise". Statement No. 131 requires
that all public enterprises report financial and descriptive information about
their reportable operating segments. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. This statement
is effective for fiscal years

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

beginning after December 15, 1997. AFLIAC consists of one segment, Allmerica
Financial Services, which underwrites and distributes variable annuities and
variable universal life via retail channels.

In June 1997, the FASB also issued Statement No. 130, "Reporting Comprehensive
Income" ("Statement No. 130"), 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 adopted Statement No. 130 for the first quarter of 1998,
which resulted primarily in reporting unrealized gains and losses on investments
in debt and equity securities in comprehensive income.

2.  SIGNIFICANT TRANSACTIONS

Effective January 1, 1998, the Company entered into an agreement with a highly
rated reinsurer to reinsure the mortality risk on the universal life and
variable universal life blocks of business. The agreement does not have a
material effect on the results of operations or financial position of the
Company.

On April 14, 1997, the Company entered into an agreement in principle to cede
substantially all of the Company's individual disability income line of business
under a 100% coinsurance agreement with a highly rated reinsurer. The
coinsurance agreement became effective October 1, 1997. The transaction has
resulted in the recognition of a $53.9 million pre-tax loss in the first quarter
of 1997.

During 1998, 1997 and 1996 , SMAFCO contributed $21.0 million, $40.6 million and
$22.0 million, respectively, of additional paid-in capital to the Company. The
nature of the 1997 contribution was $19.2 million in cash and $21.4 million in
other assets including Somerset Square, Inc.

3.  INVESTMENTS

A.  SUMMARY OF INVESTMENTS

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

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

<TABLE>
<CAPTION>
                                                               1998
                                          ----------------------------------------------
                                                        GROSS        GROSS
DECEMBER 31,                              AMORTIZED   UNREALIZED   UNREALIZED     FAIR
(IN MILLIONS)                             COST (1)      GAINS        LOSSES      VALUE
- ----------------------------------------  ---------   ----------   ----------   --------
<S>                                       <C>         <C>          <C>          <C>
U.S. Treasury securities and U.S.
 government and agency securities.......  $     5.8     $ 0.8        $--        $    6.6
States and political subdivisions.......        2.7       0.2        --              2.9
Foreign governments.....................       48.8       1.6          1.5          48.9
Corporate fixed maturities..............    1,096.0      58.0         17.7       1,136.3
Mortgage-backed securities..............      131.3       5.8          1.4         135.7
                                          ---------     -----        -----      --------
Total fixed maturities..................  $ 1,284.6     $66.4        $20.6      $1,330.4
                                          ---------     -----        -----      --------
                                          ---------     -----        -----      --------
Equity securities.......................  $    27.4     $ 8.9        $ 4.5      $   31.8
                                          ---------     -----        -----      --------
                                          ---------     -----        -----      --------
</TABLE>

                                      F-10
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<S>                                       <C>         <C>          <C>          <C>
                                                               1997
                                          ----------------------------------------------

<CAPTION>
                                                        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     $ 0.5        $--        $    6.8
States and political subdivisions.......        2.8       0.2        --              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..................  $ 1,340.5     $66.6        $ 4.6      $1,402.5
                                          ---------     -----        -----      --------
                                          ---------     -----        -----      --------
Equity securities.......................  $    34.4     $19.9        $ 0.3      $   54.0
                                          ---------     -----        -----      --------
                                          ---------     -----        -----      --------
</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, 1998, the amortized
cost and market value of these assets on deposit in New York were $268.5 million
and $284.1 million, respectively. At December 31, 1997, the amortized cost and
market value of assets on deposit were $276.8 million and $291.7 million,
respectively. In 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, 1998 and 1997.

There were no contractual fixed maturity investment commitments at December 31,
1998 and 1997, 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>
                                                                      1998
                                                              --------------------
DECEMBER 31,                                                  AMORTIZED     FAIR
(IN MILLIONS)                                                   COST       VALUE
- ------------------------------------------------------------  ---------   --------
<S>                                                           <C>         <C>
Due in one year or less.....................................  $    97.7   $   98.9
Due after one year through five years.......................      269.1      278.3
Due after five years through ten years......................      638.2      658.5
Due after ten years.........................................      279.6      294.7
                                                              ---------   --------
Total.......................................................  $ 1,284.6   $1,330.4
                                                              ---------   --------
                                                              ---------   --------
</TABLE>

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

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>
FOR THE YEARS ENDED DECEMBER 31,                               PROCEEDS FROM    GROSS  GROSS
(IN MILLIONS)                                                 VOLUNTARY SALES   GAINS  LOSSES
- ------------------------------------------------------------  ---------------   -----  ------
<S>                                                           <C>               <C>    <C>
1998
Fixed maturities............................................      $ 60.0        $ 2.0  $  2.0
Equity securities...........................................      $ 52.6        $17.5  $  0.9

1997
Fixed maturities............................................      $702.9        $11.4  $  5.0
Equity securities...........................................      $  1.3        $ 0.5  $ --

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
FOR THE YEARS ENDED DECEMBER 31,                                FIXED       SECURITIES
(IN MILLIONS)                                                 MATURITIES   AND OTHER (1)    TOTAL
- ------------------------------------------------------------  ----------   -------------   -------
<S>                                                           <C>          <C>             <C>
1998
Net appreciation, beginning of year.........................    $ 22.1        $ 16.4       $  38.5
                                                              ----------      ------       -------
Net depreciation on available-for-sale securities...........     (16.2)        (14.3)        (30.5)
Net appreciation from the effect on deferred policy
 acquisition costs and on policy liabilities................       7.1        --               7.1
Benefit from deferred federal income taxes..................       3.2           5.8           9.0
                                                              ----------      ------       -------
                                                                  (5.9)         (8.5)        (14.4)
                                                              ----------      ------       -------
Net appreciation, end of year...............................    $ 16.2        $  7.9       $  24.1
                                                              ----------      ------       -------
                                                              ----------      ------       -------

1997
Net appreciation, beginning of year.........................    $ 12.7        $  7.8       $  20.5
                                                              ----------      ------       -------
Net appreciation on available-for-sale securities...........      24.3          12.5          36.8
Net depreciation from the effect on deferred policy
 acquisition costs and on policy liabilities................      (9.8)       --              (9.8)
Provision for deferred federal income taxes.................      (5.1)         (3.9)         (9.0)
                                                              ----------      ------       -------
                                                                   9.4           8.6          18.0
                                                              ----------      ------       -------
Net appreciation, end of year...............................    $ 22.1        $ 16.4       $  38.5
                                                              ----------      ------       -------
                                                              ----------      ------       -------

1996
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>

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

(1) Includes net appreciation on other investments of $.9 million, $1.3 million,
and $2.2 million in 1998, 1997, and 1996, respectively.

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)                                                  1998      1997
- ------------------------------------------------------------  -------   -------
<S>                                                           <C>       <C>
Mortgage loans..............................................  $ 230.0   $ 228.2
Real estate held for sale...................................     14.5      12.0
                                                              -------   -------
Total mortgage loans and real estate........................  $ 244.5   $ 240.2
                                                              -------   -------
                                                              -------   -------
</TABLE>

Reserves for mortgage loans were $3.3 million and $9.4 million at December 31,
1998 and 1997, respectively.

During 1997, the Company committed to a plan to dispose of all real estate
assets by the end of 1998. At December 31, 1998, there was 1 property remaining
in the Company's real estate portfolio, which is being actively marketed. As a
result of the Plan, during 1997, 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 was not recorded on these assets while they were held
for disposal.

There were no non-cash investing activities, including real estate acquired
through foreclosure of mortgage loans, in 1998 and 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.

There were no contractual commitments to extend credit under commercial mortgage
loan agreements at December 31, 1998. These commitments generally expire within
one year.

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

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS)                                                  1998    1997
- ------------------------------------------------------------  ------  ------
<S>                                                           <C>     <C>
Property type:
  Office building...........................................  $129.2  $101.7
  Residential...............................................    18.9    19.3
  Retail....................................................    37.4    42.2
  Industrial/warehouse......................................    59.2    61.9
  Other.....................................................     3.1    24.5
  Valuation allowances......................................    (3.3)   (9.4)
                                                              ------  ------
Total.......................................................  $244.5  $240.2
                                                              ------  ------
                                                              ------  ------
</TABLE>

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

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS)                                                  1998    1997
- ------------------------------------------------------------  ------  ------
Geographic region:
<S>                                                           <C>     <C>
  South Atlantic............................................  $ 55.5  $ 68.7
  Pacific...................................................    80.0    56.6
  East North Central........................................    41.4    61.4
  Middle Atlantic...........................................    22.5    29.8
  West South Central........................................     6.7     6.9
  New England...............................................    26.9    12.4
  Other.....................................................    14.8    13.8
  Valuation allowances......................................    (3.3)   (9.4)
                                                              ------  ------
Total.......................................................  $244.5  $240.2
                                                              ------  ------
                                                              ------  ------
</TABLE>

At December 31, 1998, scheduled mortgage loan maturities were as follows: 1999
- -- $24.8 million; 2000 -- $43.5 million; 2001 -- $6.6 million; 2002 -- $11.5
million; 2003 -- $0.6 million; and $143.0 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 1998, 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>
FOR THE YEARS ENDED DECEMBER 31,                              BALANCE AT                             BALANCE AT
(IN MILLIONS)                                                 JANUARY 1    PROVISIONS   WRITE-OFFS   DECEMBER 31
- ------------------------------------------------------------  ----------   ----------   ----------   -----------
<S>                                                           <C>          <C>          <C>          <C>
1998
Mortgage loans..............................................    $ 9.4        $(4.5)        $1.6         $ 3.3
                                                                -----        -----          ---         -----
                                                                -----        -----          ---         -----
1997
Mortgage loans..............................................    $ 9.5        $ 1.1         $1.2         $ 9.4
Real estate.................................................      1.7          3.7          5.4         --
                                                                -----        -----          ---         -----
    Total...................................................    $11.2        $ 4.8         $6.6         $ 9.4
                                                                -----        -----          ---         -----
                                                                -----        -----          ---         -----
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>

Provisions on mortgages during 1998 reflect the release of redundant reserves.
Write-offs of $5.4 million to the investment valuation allowance related to real
estate in 1997 primarily reflect write downs to the estimated fair value less
cost to sell pursuant to the aforementioned 1997 plan of disposal.

The carrying value of impaired loans was $15.3 million and $20.6 million, with
related reserves of $1.5 million and $7.1 million as of December 31, 1998 and
1997, respectively. All impaired loans were reserved as of December 31, 1998 and
1997.

The average carrying value of impaired loans was $17.0 million, $19.8 million
and $26.3 million, with related interest income while such loans were impaired
of $2.0 million, $2.2 million and $3.4 million as of December 31, 1998, 1997 and
1996, respectively.

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

D.  OTHER

At December 31, 1998, AFLIAC had no concentration of investments in a single
investee exceeding 10% of shareholder's equity.

4.  INVESTMENT INCOME AND GAINS AND LOSSES

A.  NET INVESTMENT INCOME

The components of net investment income were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1998    1997    1996
- ------------------------------------------------------------  ------  ------  ------
<S>                                                           <C>     <C>     <C>
Fixed maturities............................................  $107.7  $130.0  $137.2
Mortgage loans..............................................    25.5    20.4    22.0
Equity securities...........................................     0.3     1.3     0.7
Policy loans................................................    11.7    10.8    10.2
Real estate.................................................     3.3     3.9     6.2
Other long-term investments.................................     1.5     1.0     0.8
Short-term investments......................................     4.2     1.4     1.4
                                                              ------  ------  ------
Gross investment income.....................................   154.2   168.8   178.5
Less investment expenses....................................    (2.9)   (4.6)   (6.8)
                                                              ------  ------  ------
Net investment income.......................................  $151.3  $164.2  $171.7
                                                              ------  ------  ------
                                                              ------  ------  ------
</TABLE>

There were no mortgage loans or fixed maturities on non-accrual status at
December 31, 1998. The effect of non-accruals, compared with amounts that would
have been recognized in accordance with the original terms of the investment,
had no impact in 1998 and 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 $12.6 million, $21.1 million and $25.4 million at December 31,
1998, 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 $1.4 million, $1.9 million and $3.6 million in 1998,
1997, and 1996, respectively. Actual interest income on these loans included in
net investment income aggregated $1.8 million, $2.1 million and $2.2 million in
1998, 1997, and 1996, respectively.

There were no fixed maturities or mortgage loans which, were non-income
producing for the twelve months ended December 31, 1998.

B.  REALIZED INVESTMENT GAINS AND LOSSES

Realized gains (losses) on investments were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1998    1997    1996
- ------------------------------------------------------------  ------  ------  ------
<S>                                                           <C>     <C>     <C>
Fixed maturities............................................  $ (6.1) $  3.0  $ (3.3)
Mortgage loans..............................................     8.0    (1.1)   (3.2)
Equity securities...........................................    15.7     0.5     0.3
Real estate.................................................     2.4    (1.5)    2.5
Other.......................................................    --       2.0     0.1
                                                              ------  ------  ------
Net realized investment gains (losses)......................  $ 20.0  $  2.9  $ (3.6)
                                                              ------  ------  ------
                                                              ------  ------  ------
</TABLE>

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

C.  OTHER COMPREHENSIVE INCOME RECONCILIATION

The following table provides a reconciliation of gross unrealized gains to the
net balance shown in the Statement of Comprehensive income:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1998      1997      1996
- ------------------------------------------------------------  -------   -------   -------
<S>                                                           <C>       <C>       <C>
Unrealized gains on securities:
Unrealized holding gains arising during period (net of taxes
 of $(5.6) million, $10.2 million and $(2.9) million in
 1998, 1997 and 1996 respectively)..........................  $  (8.2)  $  20.3   $  (5.3)
Less: reclassification adjustment for gains included in net
 income (net of taxes of $3.4 million, $1.2 million and
 $(1.0) million in 1998, 1997 and 1996 respectively)........      6.2       2.3      (2.0)
                                                              -------   -------   -------
Other comprehensive income..................................  $ (14.4)  $  18.0   $  (3.3)
                                                              -------   -------   -------
                                                              -------   -------   -------
</TABLE>

5.  FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

Statement No. 107, "Disclosures about Fair Value of Financial Instruments"
("Statement No, 107"), 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

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.

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 is
limited to the lesser of the present value of the cash flows or book value.

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

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>
                                                                      1998                    1997
                                                              ---------------------   ---------------------
DECEMBER 31,                                                  CARRYING      FAIR      CARRYING      FAIR
(IN MILLIONS)                                                   VALUE       VALUE       VALUE       VALUE
- ------------------------------------------------------------  ---------   ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>         <C>
FINANCIAL ASSETS
  Cash and cash equivalents.................................  $   217.9   $   217.9   $    31.1   $    31.1
  Fixed maturities..........................................    1,330.4     1,330.4     1,402.5     1,402.5
  Equity securities.........................................       31.8        31.8        54.0        54.0
  Mortgage loans............................................      230.0       241.9       228.2       239.8
  Policy loans..............................................      151.5       151.5       140.1       140.1
                                                              ---------   ---------   ---------   ---------
                                                              $ 1,961.6   $ 1,973.5   $ 1,855.9   $ 1,867.5
                                                              ---------   ---------   ---------   ---------
                                                              ---------   ---------   ---------   ---------
FINANCIAL LIABILITIES
  Individual fixed annuity contracts........................  $ 1,069.4   $ 1,034.6   $   876.0   $   850.6
  Supplemental contracts without life Contingencies.........       16.6        16.6        15.3        15.3
                                                              ---------   ---------   ---------   ---------
                                                              $ 1,086.0   $ 1,051.2   $   891.3   $   865.9
                                                              ---------   ---------   ---------   ---------
                                                              ---------   ---------   ---------   ---------
</TABLE>

6.  FEDERAL INCOME TAXES

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                 1998   1997   1996
- ------------------------------------------------------------  -----  -----  -----
<S>                                                           <C>    <C>    <C>
Federal income tax expense (benefit)
  Current...................................................  $22.1  $13.9  $26.9
  Deferred..................................................   11.8    7.1   (9.8)
                                                              -----  -----  -----
Total.......................................................  $33.9  $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.

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

The deferred tax liabilities are comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS)                                                   1998       1997
- ------------------------------------------------------------  --------   --------
<S>                                                           <C>        <C>
Deferred tax (assets) liabilities
  Policy reserves...........................................  $ (205.1)  $ (175.8)
  Deferred acquisition costs................................     278.8      226.4
  Investments, net..........................................      12.5       27.0
  Sales practice litigation.................................      (7.4)     --
  Bad debt reserve..........................................      (0.4)      (2.0)
  Other, net................................................       0.4        0.3
                                                              --------   --------
Deferred tax liability, net.................................  $   78.8   $   75.9
                                                              --------   --------
                                                              --------   --------
</TABLE>

Gross deferred income tax liabilities totaled $291.7 million and $253.7 million
at December 31, 1998 and 1997, respectively. Gross deferred income tax assets
totaled $212.9 million and $177.8 at December 31, 1998 and 1997, respectively.

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

The Company's federal income tax returns are routinely audited by the IRS, and
provisions are routinely made in the financial statements in anticipation of the
results of these audits. The IRS has examined the consolidated group's federal
income tax returns through 1994. The Company has appealed certain adjustments
proposed by the IRS with respect to the consolidated group's federal income tax
returns for 1992, 1993, and 1994. Also, certain adjustments proposed by the IRS
with respect to FAFLIC/AFLIAC's federal income tax returns for 1982 and 1983
remain unresolved. If upheld, these adjustments would result in additional
payments; however, the Company will vigorously defend its position with respect
to these adjustments. In the Company's opinion, adequate tax liabilities have
been established for all years. However, the amount of these tax liabilities
could be revised in the near term if estimates of the Company's ultimate
liability are revised.

7.  RELATED PARTY TRANSACTIONS

The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $145.4 million and $124.1 million in 1998 and 1997. The
net amounts payable to FAFLIC and affiliates for accrued expenses and various
other liabilities and receivables were $16.4 million and $15.0 million at
December 31, 1998 and 1997, respectively.

8.  DIVIDEND RESTRICTIONS

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

Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of Insurance, is limited to the
greater of (i) 10% of its policyholders' surplus as of the preceding December 31
or (ii) the individual company's statutory net gain from operations for the
preceding calendar year (if such insurer is a

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

life company) or its net income (not including realized capital gains) for the
preceding calendar year (if such insurer is not a life company). Any dividends
to be paid by an insurer, whether or not in excess of the aforementioned
threshold, from a source other than statutory earned surplus would also require
the prior approval of the Delaware Commissioner of Insurance.

No dividends were declared by the Company during 1998, 1997 and 1996. During
1999, AFLIAC could pay dividends of $26.1 million to FAFLIC without prior
approval.

9.  REINSURANCE

In the normal course of business, the Company seeks to reduce the loss that may
arise from events that cause unfavorable underwriting results by reinsuring
certain levels of risk in various areas of exposure with other insurance
enterprises or reinsurers. Reinsurance transactions are accounted for in
accordance with the provisions of Statement No. 113, "Accounting and Reporting
for Reinsurance of Short-Duration and Long-Duration Contracts" ("Statement No.
113").

The Company reinsures 100% of its traditional individual life and certain blocks
of its universal life business, substantially all of its disability income
business, and effective January 1, 1998, the mortality risk on the variable
universal life and remaining universal life blocks of business in-force at
December 31, 1997.

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

Amounts recoverable from reinsurers at December 31, 1998 and 1997 for the
disability income business were $230.8 million and $216.1 million, respectively,
traditional life were $11.4 million and $15.2 million, respectively, and
universal and variable universal life were $65.8 million and $19.8 million,
respectively.

The effects of reinsurance were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1998    1997    1996
- ------------------------------------------------------------  ------  ------  ------
<S>                                                           <C>     <C>     <C>
Insurance premiums:
  Direct....................................................  $ 45.5  $ 48.8  $ 53.3
  Assumed...................................................    --       2.6     3.1
  Ceded.....................................................   (45.0)  (28.6)  (23.7)
                                                              ------  ------  ------
Net premiums................................................  $  0.5  $ 22.8  $ 32.7
                                                              ------  ------  ------
                                                              ------  ------  ------
</TABLE>

                                      F-19
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1998    1997    1996
- ------------------------------------------------------------  ------  ------  ------
Insurance and other individual policy benefits, claims,
 losses and loss adjustment expenses:
<S>                                                           <C>     <C>     <C>
  Direct....................................................  $204.0  $226.0  $206.4
  Assumed...................................................    --       4.2     4.5
  Ceded.....................................................   (50.1)  (42.4)  (18.3)
                                                              ------  ------  ------
Net policy benefits, claims, losses and loss adjustment
 expenses...................................................  $153.9  $187.8  $192.6
                                                              ------  ------  ------
                                                              ------  ------  ------
</TABLE>

10.  DEFERRED POLICY ACQUISITION COSTS

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1998    1997    1996
- ------------------------------------------------------------  ------  ------  ------
<S>                                                           <C>     <C>     <C>
Balance at beginning of year................................  $765.3  $632.7  $555.7
  Acquisition expenses deferred.............................   242.4   184.2   116.6
  Amortized to expense during the year......................   (64.6)  (53.1)  (49.9)
  Adjustment to equity during the year......................     7.4   (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......................................  $950.5  $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.

11.  LIABILITIES FOR INDIVIDUAL DISABILITY INCOME 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 recorded in
results of operations in the year such changes are determined to be needed.

The liability for future policy benefits and outstanding claims, losses and loss
adjustment expenses related to the Company's disability income business was
$233.3 million and $219.9 million at December 31, 1998 and 1997. Due to the
reinsurance agreement whereby the Company has ceded substantially all of its
disability income business to a highly rated reinsurer, the Company believes
that no material adverse development of losses will occur. However, the amount
of the liabilities could be revised in the near term if the estimates are
revised.

12.  CONTINGENCIES

REGULATORY AND INDUSTRY DEVELOPMENTS

Unfavorable economic conditions may contribute to an increase in the number of
insurance companies that are under regulatory supervision. This may result in an
increase in mandatory assessments by state guaranty funds, or voluntary payments
by solvent insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially

                                      F-20
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

recovered through a reduction in future premium taxes in some states. The
Company is not able to reasonably estimate the potential effect on it of any
such future assessments or voluntary payments.

LITIGATION

In July 1997, a lawsuit on behalf of a putative class was instituted in
Louisiana against AFC and certain of its subsidiaries including AFLIAC, by
individual plaintiffs alleging fraud, unfair or deceptive acts, breach of
contract, misrepresentation, and related claims in the sale of life insurance
policies. In October 1997, plaintiffs voluntarily dismissed the Louisiana suit
and filed a substantially similar action in Federal District Court in Worcester,
Massachusetts. In early November 1998, AFC and the plaintiffs entered into a
settlement agreement, to which the court granted preliminary approval on
December 4, 1998. A hearing was held on March 19, 1999 to consider final
approval of the settlement agreement. A decision by the court is expected to be
rendered in the near future. Accordingly, AFLIAC recognized a $21.0 million
pre-tax expense during the third quarter of 1998 related to this litigation.
Although the Company believes that this expense reflects appropriate recognition
of its obligation under the settlement, this estimate assumes the availability
of insurance coverage for certain claims, and the estimate may be revised based
on the amount of reimbursement actually tendered by AFC's insurance carriers, if
any, and based on changes in the Company's estimate of the ultimate cost of the
benefits to be provided to members of the class.

The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the Company's opinion of, 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.

13.  STATUTORY FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
(IN MILLIONS)                                                  1998    1997    1996
- ------------------------------------------------------------  ------  ------  ------
<S>                                                           <C>     <C>     <C>
Statutory net income........................................  $ (8.2) $ 31.5  $  5.4
Statutory shareholder's surplus.............................  $309.7  $307.1  $234.0
</TABLE>

14. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT (UNAUDITED)

AFC has proposed certain changes to its corporate structure. These changes
include transfer of FAFLIC's ownership of Allmerica P&C, as well as several
non-insurance subsidiaries, from FAFLIC to AFC. FAFLIC would retain its
ownership of AFLIAC and certain other subsidiaries. Under the proposal, AFC
would contribute to FAFLIC capital of $125.0 million and agree to maintain
FAFLIC's statutory surplus at specified levels during the following six
years. In addition, any dividend from FAFLIC to AFC during 2000 and 2001
would require the prior approval of the Commonwealth of Massachusetts
Insurance Commissioner (the "Commissioner"). This proposed transaction was
approved by the Commissioner on May 24, 1999.

On May 19, 1999, the Federal District Court in Worcester, Massachusetts
issued an order relating to the litigation mentioned in Note 12, above,
certifying the class for settlement purposes and granting final approval of
the settlement agreement.


                                      F-21
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and the Contractowners of Separate Account VA-K -- Delaware Medallion 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 changes in net assets present fairly, in
all material respects, the financial position of each of the Sub-Accounts
constituting the Separate Account VA-K -- Delaware Medallion of Allmerica
Financial Life Insurance and Annuity Company at December 31, 1998, the results
of each of their operations and the changes in each of their net assets for each
of the periods indicated, in conformity with 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 securities at December 31, 1998 by
correspondence with DGPF, provide a reasonable basis for the opinion expressed
above.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
March 26, 1999
<PAGE>
                  SEPARATE ACCOUNT VA-K -- DELAWARE MEDALLION
                      STATEMENTS OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                   DECATUR                        CAPITAL          CASH
                                TOTAL RETURN     DELCHESTER       RESERVES       RESERVE
                                -------------   -------------   ------------   ------------
<S>                             <C>             <C>             <C>            <C>
ASSETS:
Investments in shares of
 Delaware Group Premium Fund,
 Inc..........................  $390,101,763    $ 112,763,316   $ 38,855,045   $ 39,192,612
Investment income
 receivable...................            --          282,396         52,545         46,889
Receivable from Allmerica
 Financial Life Insurance and
 Annuity Company (Sponsor)....            --               97            341             --
                                -------------   -------------   ------------   ------------
  Total assets................   390,101,763      113,045,809     38,907,931     39,239,501

LIABILITIES:
Payable to Allmerica Financial
 Life Insurance and Annuity
 Company (Sponsor)............           454               --             --             90
                                -------------   -------------   ------------   ------------
  Net assets..................  $390,101,309    $ 113,045,809   $ 38,907,931   $ 39,239,411
                                -------------   -------------   ------------   ------------
                                -------------   -------------   ------------   ------------

Net asset distribution by
 category:
  Qualified variable annuity
    contracts.................  $ 89,710,419    $  26,532,126   $  9,294,638   $  9,487,361
  Non-qualified variable
    annuity contracts.........   300,390,890       86,513,683     29,613,293     29,752,050
                                -------------   -------------   ------------   ------------
                                $390,101,309    $ 113,045,809   $ 38,907,931   $ 39,239,411
                                -------------   -------------   ------------   ------------
                                -------------   -------------   ------------   ------------
Qualified units outstanding,
 December 31, 1998............    33,577,287       16,588,644      6,704,642      7,858,154
Net asset value per qualified
 unit, December 31, 1998......  $   2.671759    $    1.599415   $   1.386299   $   1.207327
Non-qualified units
 outstanding, December 31,
 1998.........................   112,431,881       54,090,764     21,361,386     24,642,982
Net asset value per
 non-qualified unit, December
 31, 1998.....................  $   2.671759    $    1.599415   $   1.386299   $   1.207327

<CAPTION>
                                                                INTERNATIONAL     SMALL CAP
                                   DELCAP         DELAWARE         EQUITY          VALUE*
                                -------------   -------------   -------------   -------------
<S>                             <C>             <C>             <C>             <C>
ASSETS:
Investments in shares of
 Delaware Group Premium Fund,
 Inc..........................  $ 125,403,183   $ 191,775,670    $91,113,904    $  99,559,239
Investment income
 receivable...................             --              --             --               --
Receivable from Allmerica
 Financial Life Insurance and
 Annuity Company (Sponsor)....             --              --             --               --
                                -------------   -------------   -------------   -------------
  Total assets................    125,403,183     191,775,670     91,113,904       99,559,239
LIABILITIES:
Payable to Allmerica Financial
 Life Insurance and Annuity
 Company (Sponsor)............             --           2,178             23                1
                                -------------   -------------   -------------   -------------
  Net assets..................  $ 125,403,183   $ 191,773,492    $91,113,881    $  99,559,238
                                -------------   -------------   -------------   -------------
                                -------------   -------------   -------------   -------------
Net asset distribution by
 category:
  Qualified variable annuity
    contracts.................  $  31,051,080   $  44,642,292    $21,740,535    $  24,105,731
  Non-qualified variable
    annuity contracts.........     94,352,103     147,131,200     69,373,346       75,453,507
                                -------------   -------------   -------------   -------------
                                $ 125,403,183   $ 191,773,492    $91,113,881    $  99,559,238
                                -------------   -------------   -------------   -------------
                                -------------   -------------   -------------   -------------
Qualified units outstanding,
 December 31, 1998............     14,473,673      18,939,346     12,339,690       13,349,887
Net asset value per qualified
 unit, December 31, 1998......  $    2.145349   $    2.357119    $  1.761838    $    1.805688
Non-qualified units
 outstanding, December 31,
 1998.........................     43,979,838      62,419,928     39,375,554       41,786,571
Net asset value per
 non-qualified unit, December
 31, 1998.....................  $    2.145349   $    2.357119    $  1.761838    $    1.805688
</TABLE>

* Name changed. See Note 1.

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

                                      SA-1
<PAGE>
                  SEPARATE ACCOUNT VA-K -- DELAWARE MEDALLION
                STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
                               DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                 GLOBAL       STRATEGIC
                                   TREND          BOND          INCOME         DEVON
                                ------------   -----------   ------------   ------------
<S>                             <C>            <C>           <C>            <C>
ASSETS:
Investments in shares of
 Delaware Group Premium Fund,
 Inc..........................  $ 74,458,922   $ 5,847,347   $ 18,661,498   $ 65,866,874
Investment income
 receivable...................            --            --             --             --
Receivable from Allmerica
 Financial Life Insurance and
 Annuity Company
 (Sponsor)....................            --            --             --             --
                                ------------   -----------   ------------   ------------
  Total assets................    74,458,922     5,847,347     18,661,498     65,866,874

LIABILITIES:
Payable to Allmerica Financial
 Life Insurance and Annuity
 Company (Sponsor)............            --            --             --             --
                                ------------   -----------   ------------   ------------
  Net assets..................  $ 74,458,922   $ 5,847,347   $ 18,661,498   $ 65,866,874
                                ------------   -----------   ------------   ------------
                                ------------   -----------   ------------   ------------

Net asset distribution by
 category:
  Qualified variable annuity
    contracts.................  $ 19,692,515   $ 1,412,566   $  4,700,913   $ 16,554,763
  Non-qualified variable
    annuity contracts.........    54,766,407     4,434,781     13,960,585     49,312,111
                                ------------   -----------   ------------   ------------
                                $ 74,458,922   $ 5,847,347   $ 18,661,498   $ 65,866,874
                                ------------   -----------   ------------   ------------
                                ------------   -----------   ------------   ------------
Qualified units outstanding,
 December 31, 1998............     9,672,206     1,205,751      4,414,484     10,729,655
Net asset value per qualified
 unit, December 31, 1998......  $   2.035990   $  1.171524   $   1.064884   $   1.542898
Non-qualified units
 outstanding, December 31,
 1998.........................    26,899,153     3,785,479     13,109,958     31,960,708
Net asset value per
 non-qualified unit, December
 31, 1998.....................  $   2.035990   $  1.171524   $   1.064884   $   1.542898

<CAPTION>
                                 EMERGING     CONVERTIBLE      SOCIAL
                                  MARKETS     SECURITIES     AWARENESS*       REIT
                                -----------   -----------   ------------   -----------
<S>                             <C>           <C>           <C>            <C>
ASSETS:
Investments in shares of
 Delaware Group Premium Fund,
 Inc..........................  $ 3,902,748   $5,401,350    $ 25,808,445   $ 1,112,819
Investment income
 receivable...................           --           --              --            --
Receivable from Allmerica
 Financial Life Insurance and
 Annuity Company
 (Sponsor)....................           --           --              --            --
                                -----------   -----------   ------------   -----------
  Total assets................    3,902,748    5,401,350      25,808,445     1,112,819
LIABILITIES:
Payable to Allmerica Financial
 Life Insurance and Annuity
 Company (Sponsor)............           --           --              --            --
                                -----------   -----------   ------------   -----------
  Net assets..................  $ 3,902,748   $5,401,350    $ 25,808,445   $ 1,112,819
                                -----------   -----------   ------------   -----------
                                -----------   -----------   ------------   -----------
Net asset distribution by
 category:
  Qualified variable annuity
    contracts.................  $   956,328   $  973,542    $  9,161,463   $    93,973
  Non-qualified variable
    annuity contracts.........    2,946,420    4,427,808      16,646,982     1,018,846
                                -----------   -----------   ------------   -----------
                                $ 3,902,748   $5,401,350    $ 25,808,445   $ 1,112,819
                                -----------   -----------   ------------   -----------
                                -----------   -----------   ------------   -----------
Qualified units outstanding,
 December 31, 1998............    1,632,531      863,921       6,325,287       104,315
Net asset value per qualified
 unit, December 31, 1998......  $  0.585795   $ 1.126888    $   1.448387   $  0.900857
Non-qualified units
 outstanding, December 31,
 1998.........................    5,029,779    3,929,236      11,493,463     1,130,975
Net asset value per
 non-qualified unit, December
 31, 1998.....................  $  0.585795   $ 1.126888    $   1.448387   $  0.900857
</TABLE>

* Name changed. See Note 1.

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

                                      SA-2
<PAGE>
                  SEPARATE ACCOUNT VA-K -- DELAWARE MEDALLION
               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                   DECATUR TOTAL RETURN            DELCHESTER
                                --------------------------  -------------------------
                                 YEAR ENDED DECEMBER 31,     YEAR ENDED DECEMBER 31,
                                    1998          1997          1998         1997
                                ------------  ------------  ------------  -----------
<S>                             <C>           <C>           <C>           <C>
INVESTMENT INCOME (LOSS):
  Dividends...................  $  5,947,723  $  4,158,362  $ 10,589,289  $ 6,944,014
  Mortality and expense risk
    fees......................    (4,206,651)   (2,451,690)   (1,343,864)    (941,250)
  Administrative expense
    fees......................      (519,923)     (303,018)     (166,095)    (116,334)
                                ------------  ------------  ------------  -----------
    Net investment income
      (loss)..................     1,221,149     1,403,654     9,079,330    5,886,430
                                ------------  ------------  ------------  -----------

REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Realized gain distributions
    from portfolio sponsors...    15,814,352    11,082,819        30,256           --
  Net realized gain (loss)
    from sales of
    investments...............     5,856,290     1,824,726      (290,382)     188,009
                                ------------  ------------  ------------  -----------
  Net realized gain (loss)....    21,670,642    12,907,545      (260,126)     188,009
  Net unrealized gain
    (loss)....................     6,856,148    33,563,598   (12,862,981)   2,650,381
                                ------------  ------------  ------------  -----------
    Net realized and
      unrealized gain
      (loss)..................    28,526,790    46,471,143   (13,123,107)   2,838,390
                                ------------  ------------  ------------  -----------

  Net increase (decrease) in
    net assets from
    operations................    29,747,939    47,874,797    (4,043,777)   8,724,820
                                ------------  ------------  ------------  -----------

CONTRACT TRANSACTIONS:
  Net purchase payments.......   100,763,563    87,651,571    30,566,475   22,061,325
  Withdrawals.................   (19,418,404)   (9,728,446)   (7,054,162)  (4,437,910)
  Contract benefits...........    (7,579,190)   (4,712,412)   (2,098,590)  (1,898,693)
  Contract charges............       (64,275)      (37,674)      (22,198)     (16,574)
  Transfers between
    sub-accounts (including
    fixed account), net.......    (1,623,886)   26,190,929    (1,325,228)   7,005,426
  Other transfers from (to)
    the General Account.......    12,093,225     4,686,870     3,291,412      731,002
  Net increase (decrease) in
    investment by Sponsor.....            --            --            --           --
                                ------------  ------------  ------------  -----------
  Net increase (decrease) in
    net assets from contract
    transactions..............    84,171,033   104,050,838    23,357,709   23,444,576
                                ------------  ------------  ------------  -----------

  Net increase (decrease) in
    net assets................   113,918,972   151,925,635    19,313,932   32,169,396

NET ASSETS:
  Beginning of year...........   276,182,337   124,256,702    93,731,877   61,562,481
                                ------------  ------------  ------------  -----------
  End of year.................  $390,101,309  $276,182,337  $113,045,809  $93,731,877
                                ------------  ------------  ------------  -----------
                                ------------  ------------  ------------  -----------

<CAPTION>
                                    CAPITAL RESERVES            CASH RESERVE
                                ------------------------  ------------------------

                                YEAR ENDED DECEMBER 31,   YEAR ENDED DECEMBER 31,
                                   1998         1997         1998         1997
                                -----------  -----------  -----------  -----------
<S>                             <C>          <C>          <C>          <C>
INVESTMENT INCOME (LOSS):
  Dividends...................  $ 1,816,567  $ 1,599,356  $ 1,953,400  $ 1,361,016
  Mortality and expense risk
    fees......................     (402,577)    (313,520)    (489,923)    (338,306)
  Administrative expense
    fees......................      (49,757)     (38,749)     (60,552)     (41,814)
                                -----------  -----------  -----------  -----------
    Net investment income
      (loss)..................    1,364,233    1,247,087    1,402,925      980,896
                                -----------  -----------  -----------  -----------
REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Realized gain distributions
    from portfolio sponsors...           --           --           --           --
  Net realized gain (loss)
    from sales of
    investments...............      (27,161)    (133,028)          --           --
                                -----------  -----------  -----------  -----------
  Net realized gain (loss)....      (27,161)    (133,028)          --           --
  Net unrealized gain
    (loss)....................      317,186      395,201           --           --
                                -----------  -----------  -----------  -----------
    Net realized and
      unrealized gain
      (loss)..................      290,025      262,173           --           --
                                -----------  -----------  -----------  -----------
  Net increase (decrease) in
    net assets from
    operations................    1,654,258    1,509,260    1,402,925      980,896
                                -----------  -----------  -----------  -----------
CONTRACT TRANSACTIONS:
  Net purchase payments.......   11,052,806    7,031,746   23,203,992   86,330,576
  Withdrawals.................   (2,372,737)  (1,899,348)  (5,207,009)  (2,909,292)
  Contract benefits...........   (1,105,861)    (581,015)  (1,120,184)    (908,414)
  Contract charges............       (5,462)      (4,926)      (4,317)      (3,195)
  Transfers between
    sub-accounts (including
    fixed account), net.......    1,861,393   (4,682,310)  (4,113,162) (79,926,396)
  Other transfers from (to)
    the General Account.......    1,181,979      174,185   (2,900,560)     225,151
  Net increase (decrease) in
    investment by Sponsor.....           --           --           --           --
                                -----------  -----------  -----------  -----------
  Net increase (decrease) in
    net assets from contract
    transactions..............   10,612,118       38,332    9,858,760    2,808,430
                                -----------  -----------  -----------  -----------
  Net increase (decrease) in
    net assets................   12,266,376    1,547,592   11,261,685    3,789,326
NET ASSETS:
  Beginning of year...........   26,641,555   25,093,963   27,977,726   24,188,400
                                -----------  -----------  -----------  -----------
  End of year.................  $38,907,931  $26,641,555  $39,239,411  $27,977,726
                                -----------  -----------  -----------  -----------
                                -----------  -----------  -----------  -----------
</TABLE>

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

                                      SA-3
<PAGE>
                   SEPARATE ACCOUNT VA-K-- DELAWARE MEDALLION
         STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
                                           DELCAP                       DELAWARE
                                 ---------------------------   ---------------------------
                                   YEAR ENDED DECEMBER 31,       YEAR ENDED DECEMBER 31,
                                     1998           1997           1998           1997
                                 ------------   ------------   ------------   ------------
<S>                              <C>            <C>            <C>            <C>
INVESTMENT INCOME (LOSS):
  Dividends...................   $         --   $         --   $  3,016,872   $  2,301,238
  Mortality and expense risk
    fees......................     (1,338,960)    (1,100,795)    (1,892,131)    (1,116,089)
  Administrative expense
    fees......................       (165,489)      (136,053)      (233,859)      (137,944)
                                 ------------   ------------   ------------   ------------
    Net investment income
      (loss)..................     (1,504,449)    (1,236,848)       890,882      1,047,205
                                 ------------   ------------   ------------   ------------

REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Realized gain distributions
    from portfolio sponsors...      9,365,438      4,097,064     12,120,158      4,313,867
  Net realized gain (loss)
    from sales of
    investments...............      2,271,184        853,448        390,434        766,387
                                 ------------   ------------   ------------   ------------
  Net realized gain (loss)....     11,636,622      4,950,512     12,510,592      5,080,254
  Net unrealized gain
    (loss)....................      7,674,824      7,541,834     11,816,010     14,032,322
                                 ------------   ------------   ------------   ------------
    Net realized and
      unrealized gain
      (loss)..................     19,311,446     12,492,346     24,326,602     19,112,576
                                 ------------   ------------   ------------   ------------

  Net increase (decrease) in
    net assets from
    operations................     17,806,997     11,255,498     25,217,484     20,159,781
                                 ------------   ------------   ------------   ------------

CONTRACT TRANSACTIONS:
  Net purchase payments.......     16,930,008     20,251,239     40,643,905     28,079,177
  Withdrawals.................     (7,564,963)    (5,335,134)    (7,987,124)    (5,567,318)
  Contract benefits...........     (2,178,722)    (1,474,199)    (3,847,322)    (1,498,054)
  Contract charges............        (31,390)       (27,531)       (28,390)       (20,423)
  Transfers between
    sub-accounts (including
    fixed account), net.......     (5,338,420)     6,906,205     10,706,018      9,462,965
  Other transfers from (to)
    the General Account.......      1,365,104        659,602      8,669,227      1,749,505
  Net increase (decrease) in
    investment by Sponsor.....             --             --             --             --
                                 ------------   ------------   ------------   ------------
  Net increase (decrease) in
    net assets from contract
    transactions..............      3,181,617     20,980,182     48,156,314     32,205,852
                                 ------------   ------------   ------------   ------------

  Net increase (decrease) in
    net assets................     20,988,614     32,235,680     73,373,798     52,365,633

NET ASSETS:
  Beginning of year...........    104,414,569     72,178,889    118,399,694     66,034,061
                                 ------------   ------------   ------------   ------------
  End of year.................   $125,403,183   $104,414,569   $191,773,492   $118,399,694
                                 ------------   ------------   ------------   ------------
                                 ------------   ------------   ------------   ------------

<CAPTION>
                                   INTERNATIONAL EQUITY          SMALL CAP VALUE*
                                 -------------------------   -------------------------

                                  YEAR ENDED DECEMBER 31,     YEAR ENDED DECEMBER 31,
                                    1998          1997          1998          1997
                                 -----------   -----------   -----------   -----------
<S>                              <C>           <C>           <C>           <C>
INVESTMENT INCOME (LOSS):
  Dividends...................   $ 3,000,231   $ 1,809,863   $   631,521   $   193,121
  Mortality and expense risk
    fees......................    (1,069,113)     (838,686)   (1,147,575)     (619,623)
  Administrative expense
    fees......................      (132,138)     (103,658)     (141,836)      (76,582)
                                 -----------   -----------   -----------   -----------
    Net investment income
      (loss)..................     1,798,980       867,519      (657,890)     (503,084)
                                 -----------   -----------   -----------   -----------
REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Realized gain distributions
    from portfolio sponsors...            --            --     2,315,576     1,632,754
  Net realized gain (loss)
    from sales of
    investments...............     3,509,062     1,086,958       649,106       440,827
                                 -----------   -----------   -----------   -----------
  Net realized gain (loss)....     3,509,062     1,086,958     2,964,682     2,073,581
  Net unrealized gain
    (loss)....................     1,253,698      (207,547)   (9,004,444)   11,414,705
                                 -----------   -----------   -----------   -----------
    Net realized and
      unrealized gain
      (loss)..................     4,762,760       879,411    (6,039,762)   13,488,286
                                 -----------   -----------   -----------   -----------
  Net increase (decrease) in
    net assets from
    operations................     6,561,740     1,746,930    (6,697,652)   12,985,202
                                 -----------   -----------   -----------   -----------
CONTRACT TRANSACTIONS:
  Net purchase payments.......    15,238,339    26,179,348    31,957,489    33,479,580
  Withdrawals.................    (4,962,570)   (2,928,122)   (4,167,414)   (1,838,474)
  Contract benefits...........    (1,710,191)   (1,217,294)   (1,946,353)     (989,577)
  Contract charges............       (21,915)      (16,834)      (19,890)       (9,374)
  Transfers between
    sub-accounts (including
    fixed account), net.......    (5,233,280)    6,225,132    (6,544,055)   14,983,535
  Other transfers from (to)
    the General Account.......     2,196,776     1,479,683     3,760,321     1,534,160
  Net increase (decrease) in
    investment by Sponsor.....            --            --            --            --
                                 -----------   -----------   -----------   -----------
  Net increase (decrease) in
    net assets from contract
    transactions..............     5,507,159    29,721,913    23,040,098    47,159,850
                                 -----------   -----------   -----------   -----------
  Net increase (decrease) in
    net assets................    12,068,899    31,468,843    16,342,446    60,145,052
NET ASSETS:
  Beginning of year...........    79,044,982    47,576,139    83,216,792    23,071,740
                                 -----------   -----------   -----------   -----------
  End of year.................   $91,113,881   $79,044,982   $99,559,238   $83,216,792
                                 -----------   -----------   -----------   -----------
                                 -----------   -----------   -----------   -----------
</TABLE>

* Name changed. See Note 1.

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

                                      SA-4
<PAGE>
                   SEPARATE ACCOUNT VA-K-- DELAWARE MEDALLION
         STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
                                            TREND                       GLOBAL BOND
                                 ----------------------------    --------------------------
                                   YEAR ENDED DECEMBER 31,        YEAR ENDED DECEMBER 31,
                                     1998            1997           1998           1997
                                 ------------    ------------    -----------    -----------
<S>                              <C>             <C>             <C>            <C>
INVESTMENT INCOME (LOSS):
  Dividends...................   $     67,852    $    118,730    $   280,141    $   107,550
  Mortality and expense risk
    fees......................       (800,140)       (550,964)       (62,590)       (33,939)
  Administrative expense
    fees......................        (98,893)        (68,097)        (7,735)        (4,194)
                                 ------------    ------------    -----------    -----------
    Net investment income
      (loss)..................       (831,181)       (500,331)       209,816         69,417
                                 ------------    ------------    -----------    -----------

REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Realized gain distributions
    from portfolio sponsors...      1,160,263         427,430          4,261          8,738
  Net realized gain (loss)
    from sales of
    investments...............      7,559,688         461,748        (11,687)        (4,984)
                                 ------------    ------------    -----------    -----------
  Net realized gain (loss)....      8,719,951         889,178         (7,426)         3,754
  Net unrealized gain
    (loss)....................      1,728,900       7,695,169        109,623        (41,472)
                                 ------------    ------------    -----------    -----------
    Net realized and
      unrealized gain
      (loss)..................     10,448,851       8,584,347        102,197        (37,718)
                                 ------------    ------------    -----------    -----------

  Net increase (decrease) in
    net assets from
    operations................      9,617,670       8,084,016        312,013         31,699
                                 ------------    ------------    -----------    -----------

CONTRACT TRANSACTIONS:
  Net purchase payments.......     14,280,685      15,952,787      1,339,335      2,726,329
  Withdrawals.................     (3,358,771)     (1,693,912)      (328,238)      (158,288)
  Contract benefits...........     (2,913,025)       (706,139)      (187,197)       (30,780)
  Contract charges............        (18,361)        (12,875)          (996)          (244)
  Transfers between
    sub-accounts (including
    fixed account), net.......     (3,939,068)      4,388,860        213,652        658,755
  Other transfers from (to)
    the General Account.......      1,620,358         884,943        147,228        143,023
  Net increase (decrease) in
    investment by Sponsor.....             --              --             --             --
                                 ------------    ------------    -----------    -----------
  Net increase (decrease) in
    net assets from contract
    transactions..............      5,671,818      18,813,664      1,183,784      3,338,795
                                 ------------    ------------    -----------    -----------

  Net increase (decrease) in
    net assets................     15,289,488      26,897,680      1,495,797      3,370,494

NET ASSETS:
  Beginning of year...........     59,169,434      32,271,754      4,351,550        981,056
                                 ------------    ------------    -----------    -----------
  End of year.................   $ 74,458,922    $ 59,169,434    $ 5,847,347    $ 4,351,550
                                 ------------    ------------    -----------    -----------
                                 ------------    ------------    -----------    -----------

<CAPTION>

                                           STRATEGIC INCOME                             DEVON
                                 ------------------------------------    ------------------------------------
                                  YEAR ENDED         PERIOD FROM          YEAR ENDED         PERIOD FROM
                                   12/31/98      5/1/97** TO 12/31/97      12/31/98      5/1/97** TO 12/31/97
                                 ------------    --------------------    ------------    --------------------
<S>                              <C>             <C>                     <C>             <C>
INVESTMENT INCOME (LOSS):
  Dividends...................   $   167,734          $       --         $   108,978          $        --
  Mortality and expense risk
    fees......................      (165,619)            (18,875)           (436,806)             (49,913)
  Administrative expense
    fees......................       (20,470)             (2,333)            (53,988)              (6,169)
                                 ------------        -----------         ------------    --------------------
    Net investment income
      (loss)..................       (18,355)            (21,208)           (381,816)             (56,082)
                                 ------------        -----------         ------------    --------------------
REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Realized gain distributions
    from portfolio sponsors...        15,531                  --             279,256                   --
  Net realized gain (loss)
    from sales of
    investments...............       (22,570)             14,572              (2,282)              21,536
                                 ------------        -----------         ------------    --------------------
  Net realized gain (loss)....        (7,039)             14,572             276,974               21,536
  Net unrealized gain
    (loss)....................        62,975              69,661           8,087,869            1,105,203
                                 ------------        -----------         ------------    --------------------
    Net realized and
      unrealized gain
      (loss)..................        55,936              84,233           8,364,843            1,126,739
                                 ------------        -----------         ------------    --------------------
  Net increase (decrease) in
    net assets from
    operations................        37,581              63,025           7,983,027            1,070,657
                                 ------------        -----------         ------------    --------------------
CONTRACT TRANSACTIONS:
  Net purchase payments.......    13,508,105           4,823,077          29,931,090            8,738,532
  Withdrawals.................      (425,805)            (27,107)         (1,495,920)            (133,441)
  Contract benefits...........      (157,849)            (16,144)         (1,644,148)             (56,370)
  Contract charges............        (1,073)                (20)             (5,604)                (359)
  Transfers between
    sub-accounts (including
    fixed account), net.......    (1,929,736)            646,233          12,164,583            4,527,356
  Other transfers from (to)
    the General Account.......     1,968,136             173,076           4,322,548              464,927
  Net increase (decrease) in
    investment by Sponsor.....            --                  (1)                 --                   (4)
                                 ------------        -----------         ------------    --------------------
  Net increase (decrease) in
    net assets from contract
    transactions..............    12,961,778           5,599,114          43,272,549           13,540,641
                                 ------------        -----------         ------------    --------------------
  Net increase (decrease) in
    net assets................    12,999,359           5,662,139          51,255,576           14,611,298
NET ASSETS:
  Beginning of year...........     5,662,139                  --          14,611,298                   --
                                 ------------        -----------         ------------    --------------------
  End of year.................   $18,661,498          $5,662,139         $65,866,874          $14,611,298
                                 ------------        -----------         ------------    --------------------
                                 ------------        -----------         ------------    --------------------
</TABLE>

** Date of initial investment.

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

                                      SA-5
<PAGE>
                   SEPARATE ACCOUNT VA-K-- DELAWARE MEDALLION
         STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
                                           EMERGING MARKETS                     CONVERTIBLE SECURITIES
                                 ------------------------------------    ------------------------------------
                                  YEAR ENDED         PERIOD FROM          YEAR ENDED         PERIOD FROM
                                   12/31/98      5/1/97** TO 12/31/97      12/31/98      5/1/97** TO 12/31/97
                                 ------------    --------------------    ------------    --------------------
<S>                              <C>             <C>                     <C>             <C>
INVESTMENT INCOME (LOSS):
  Dividends...................   $    13,001          $       --         $    45,589          $        --
  Mortality and expense risk
    fees......................       (50,677)            (19,357)            (44,044)              (4,720)
  Administrative expense
    fees......................        (6,263)             (2,393)             (5,444)                (583)
                                 ------------        -----------         ------------         -----------
    Net investment income
      (loss)..................       (43,939)            (21,750)             (3,899)              (5,303)
                                 ------------        -----------         ------------         -----------

REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Realized gain distributions
    from portfolio sponsors...        95,341                  --              10,463                   --
  Net realized gain (loss)
    from sales of
    investments...............      (352,401)            (35,769)           (130,714)               4,255
                                 ------------        -----------         ------------         -----------
  Net realized gain (loss)....      (257,060)            (35,769)           (120,251)               4,255
  Net unrealized gain
    (loss)....................    (1,411,656)           (605,410)            (80,974)              46,234
                                 ------------        -----------         ------------         -----------
    Net realized and
      unrealized gain
      (loss)..................    (1,668,716)           (641,179)           (201,225)              50,489
                                 ------------        -----------         ------------         -----------

  Net increase (decrease) in
    net assets from
    operations................    (1,712,655)           (662,929)           (205,124)              45,186
                                 ------------        -----------         ------------         -----------

CONTRACT TRANSACTIONS:
  Net purchase payments.......     1,805,607           3,262,385           2,676,237            1,264,048
  Withdrawals.................      (110,356)            (24,233)           (358,490)             (20,946)
  Contract benefits...........       (35,621)             (3,857)             (1,927)                  --
  Contract charges............          (756)                (71)               (381)                  (3)
  Transfers between
    sub-accounts (including
    fixed account), net.......      (380,176)          1,373,992           1,111,771              190,800
  Other transfers from (to)
    the General Account.......       338,220              53,199             686,411               13,772
  Net increase (decrease) in
    investment by Sponsor.....            --                  (1)                 --                   (4)
                                 ------------        -----------         ------------         -----------
  Net increase (decrease) in
    net assets from contract
    transactions..............     1,616,918           4,661,414           4,113,621            1,447,667
                                 ------------        -----------         ------------         -----------

  Net increase (decrease) in
    net assets................       (95,737)          3,998,485           3,908,497            1,492,853

NET ASSETS:
  Beginning of year...........     3,998,485                  --           1,492,853                   --
                                 ------------        -----------         ------------         -----------
  End of year.................   $ 3,902,748          $3,998,485         $ 5,401,350          $ 1,492,853
                                 ------------        -----------         ------------         -----------
                                 ------------        -----------         ------------         -----------

<CAPTION>
                                          SOCIAL AWARENESS*                      REIT
                                 ------------------------------------    --------------------
                                  YEAR ENDED         PERIOD FROM             PERIOD FROM
                                   12/31/98      5/1/97** TO 12/31/97    5/1/98** TO 12/31/98
                                 ------------    --------------------    --------------------
<S>                              <C>             <C>                     <C>
INVESTMENT INCOME (LOSS):
  Dividends...................   $    25,765          $       --              $       --
  Mortality and expense risk
    fees......................      (179,472)            (18,885)                 (4,198)
  Administrative expense
    fees......................       (22,182)             (2,334)                   (519)
                                 ------------        -----------             -----------
    Net investment income
      (loss)..................      (175,889)            (21,219)                 (4,717)
                                 ------------        -----------             -----------
REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Realized gain distributions
    from portfolio sponsors...        95,332                  --                      --
  Net realized gain (loss)
    from sales of
    investments...............        (6,208)               (157)                 (3,467)
                                 ------------        -----------             -----------
  Net realized gain (loss)....        89,124                (157)                 (3,467)
  Net unrealized gain
    (loss)....................     2,159,220             357,646                  (7,197)
                                 ------------        -----------             -----------
    Net realized and
      unrealized gain
      (loss)..................     2,248,344             357,489                 (10,664)
                                 ------------        -----------             -----------
  Net increase (decrease) in
    net assets from
    operations................     2,072,455             336,270                 (15,381)
                                 ------------        -----------             -----------
CONTRACT TRANSACTIONS:
  Net purchase payments.......    11,110,820           4,358,237                 861,911
  Withdrawals.................      (507,801)            (56,777)                 (1,289)
  Contract benefits...........      (258,555)                 --                      --
  Contract charges............        (1,830)                (47)                    (40)
  Transfers between
    sub-accounts (including
    fixed account), net.......     4,677,106             893,629                 214,472
  Other transfers from (to)
    the General Account.......     2,972,908             212,035                  53,146
  Net increase (decrease) in
    investment by Sponsor.....            --                  (5)                     --
                                 ------------        -----------             -----------
  Net increase (decrease) in
    net assets from contract
    transactions..............    17,992,648           5,407,072               1,128,200
                                 ------------        -----------             -----------
  Net increase (decrease) in
    net assets................    20,065,103           5,743,342               1,112,819
NET ASSETS:
  Beginning of year...........     5,743,342                  --                      --
                                 ------------        -----------             -----------
  End of year.................   $25,808,445          $5,743,342              $1,112,819
                                 ------------        -----------             -----------
                                 ------------        -----------             -----------
</TABLE>

*  Name changed. See Note 1.

** Date of initial investment.

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

                                      SA-6
<PAGE>
                   SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION)

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION

    Separate Account VA-K, which funds the Delaware Medallion variable annuity
contracts (the Delaware contracts) in addition to other contracts (the Allmerica
Advantage and ExecAnnuity Plus variable annuity contracts), is a separate
investment account of Allmerica Financial Life Insurance and Annuity Company
(the Company), established on November 1, 1990 for the purpose of separating
from the general assets of the Company those assets used to fund certain
variable annuity contracts 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
Separate Account VA-K are clearly identified and distinguished from the other
assets and liabilities of the Company. Separate Account VA-K cannot be charged
with liabilities arising out of any other business of the Company.

    Separate Account VA-K is registered as a unit investment trust under the
Investment Company Act of 1940, as amended (the 1940 Act). Separate Account VA-K
currently offers sixteen Sub-Accounts under the Delaware contracts. Each
Sub-Account invests exclusively in a corresponding investment portfolio of the
Delaware Group Premium Fund, Inc. (DGPF), managed by Delaware Management
Company, or Delaware International Advisers Ltd. DGPF is an open-end, management
investment company registered under the 1940 Act.

    Separate Account VA-K funds two types of variable annuity contracts,
"qualified" contracts and "non-qualified" contracts. A qualified contract is one
that is purchased in connection with a retirement plan which meets the
requirements of Section 401, 403, or 408 of the Internal Revenue Code (the
Code), while a non-qualified contract is one that is not purchased in connection
with one of the indicated retirement plans. The tax treatment for certain
withdrawals or surrenders will vary according to whether they are made from a
qualified contract or a non-qualified contract.

    Effective May 1, 1998, the sub-accounts formerly known as Quantum and Value
changed their names to Social Awareness and Small Cap Value, respectively.

    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 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 DGPF
at net asset value.

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

                                      SA-7
<PAGE>
                   SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION)

                   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 DGPF at December 31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                 PORTFOLIO INFORMATION
                                          ------------------------------------
                                                                     NET ASSET
                                           NUMBER OF    AGGREGATE      VALUE
INVESTMENT PORTFOLIO                        SHARES         COST      PER SHARE
- ----------------------------------------  -----------  ------------  ---------
<S>                                       <C>          <C>           <C>
Decatur Total Return....................  20,087,629   $328,102,601   $19.420
Delchester..............................  13,328,997    122,651,903     8.460
Capital Reserves........................   3,932,697     38,798,579     9.880
Cash Reserve............................   3,919,261     39,192,612    10.000
DelCap..................................   6,760,279     97,935,112    18.550
Delaware................................   9,569,644    153,695,142    20.040
International Equity....................   5,528,756     82,183,265    16.480
Small Cap Value*........................   6,052,233     92,809,933    16.450
Trend...................................   3,770,072     62,500,439    19.750
Global Bond.............................     547,504      5,757,740    10.680
Strategic Income........................   1,760,519     18,528,862    10.600
Devon...................................   4,265,989     56,673,802    15.440
Emerging Markets........................     671,729      5,919,814     5.810
Convertible Securities..................     483,992      5,436,090    11.160
Social Awareness*.......................   1,773,776     23,291,579    14.550
REIT....................................     122,288      1,120,016     9.100
</TABLE>

* Name changed. See Note 1.

NOTE 4 -- RELATED PARTY TRANSACTIONS

    The Company makes a charge of 1.25% per annum based on the average daily net
assets of each Sub-Account at each valuation date for mortality and expense
risks. The Company also charges each Sub-Account 0.15% per annum based on the
average daily net assets of each Sub-Account for administrative expenses. These
charges are deducted from the daily value of each Sub-Account and are paid to
the Company on a daily basis.

    A contract fee is currently deducted on the contract anniversary and upon
full surrender of the contract when the accumulated value is $50,000 or less on
contracts issued on Form A3019-92 and A3022-93 (Delaware Medallion I & II) and
less than $50,000 on contracts issued on Form A3025-96 (Delaware Medallion III).
The fee is currently waived for the above contracts issued to and maintained by
the trustee of a 401(k) plan.

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

                                      SA-8
<PAGE>
                   SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- RELATED PARTY TRANSACTIONS (CONTINUED)

years ended December 31, 1998 and 1997, the Company received $11,635 and
$35,112, respectively, for contingent deferred sales charges applicable to
Separate Account VA-K.

NOTE 5 -- CONTRACTOWNERS AND SPONSOR TRANSACTIONS

    Transactions from contractowners and sponsor were as follows:

<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                            1998                             1997
                                               ------------------------------   ------------------------------
                                                   UNITS           AMOUNT           UNITS           AMOUNT
                                               -------------   --------------   -------------   --------------
<S>                                            <C>             <C>              <C>             <C>
Decatur Total Return
  Issuance of Units..........................     72,256,043   $  186,713,382      68,270,519   $  146,192,020
  Redemption of Units........................    (39,752,778)    (102,542,349)    (20,756,214)     (42,141,182)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................     32,503,265   $   84,171,033      47,514,305   $  104,050,838
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Delchester
  Issuance of Units..........................     33,686,804   $   58,491,249      29,125,526   $   44,257,190
  Redemption of Units........................    (19,740,806)     (35,133,540)    (14,151,785)     (20,812,614)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................     13,945,998   $   23,357,709      14,973,741   $   23,444,576
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Capital Reserves
  Issuance of Units..........................     21,141,167   $   28,143,452       8,221,438   $   10,561,345
  Redemption of Units........................    (13,309,887)     (17,531,334)     (8,212,795)     (10,523,013)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      7,831,280   $   10,612,118           8,643   $       38,332
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Cash Reserve
  Issuance of Units..........................    105,766,168   $  123,292,954     131,928,339   $  140,946,919
  Redemption of Units........................    (97,279,155)    (113,434,194)   (129,433,053)    (138,138,489)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      8,487,013   $    9,858,760       2,495,286   $    2,808,430
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
DelCap
  Issuance of Units..........................     18,993,738   $   36,826,872      26,495,301   $   43,296,401
  Redemption of Units........................    (17,565,272)     (33,645,255)    (14,137,262)     (22,316,219)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      1,428,466   $    3,181,617      12,358,039   $   20,980,182
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Delaware
  Issuance of Units..........................     32,824,679   $   70,645,731      27,585,743   $   48,944,960
  Redemption of Units........................    (10,224,529)     (22,489,417)     (9,681,899)     (16,739,108)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................     22,600,150   $   48,156,314      17,903,844   $   32,205,852
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
International Equity
  Issuance of Units..........................     36,990,583   $   63,710,188      30,763,158   $   50,328,666
  Redemption of Units........................    (34,088,062)     (58,203,029)    (12,838,737)     (20,606,753)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      2,902,521   $    5,507,159      17,924,421   $   29,721,913
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
</TABLE>

                                      SA-9
<PAGE>
                   SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 -- CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)

<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                            1998                             1997
                                               ------------------------------   ------------------------------
                                                   UNITS           AMOUNT           UNITS           AMOUNT
                                               -------------   --------------   -------------   --------------
<S>                                            <C>             <C>              <C>             <C>
Small Cap Value*
  Issuance of Units..........................     25,586,584   $   47,201,731      34,444,086   $   58,324,155
  Redemption of Units........................    (13,719,549)     (24,161,633)     (6,900,158)     (11,164,305)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................     11,867,035   $   23,040,098      27,543,928   $   47,159,850
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Trend
  Issuance of Units..........................     52,031,588   $   94,450,667      19,609,154   $   31,318,712
  Redemption of Units........................    (48,716,468)     (88,778,849)     (8,063,478)     (12,505,048)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      3,315,120   $    5,671,818      11,545,676   $   18,813,664
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Global Bond
  Issuance of Units..........................      2,199,754   $    2,476,492       3,952,054   $    4,369,828
  Redemption of Units........................     (1,158,115)      (1,292,708)       (888,337)      (1,031,033)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      1,041,639   $    1,183,784       3,063,717   $    3,338,795
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Strategic Income
  Issuance of Units..........................     18,654,736   $   19,875,082       7,008,292   $    6,633,553
  Redemption of Units........................     (6,511,537)      (6,913,304)     (1,627,049)      (1,034,439)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................     12,143,199   $   12,961,778       5,381,243   $    5,599,114
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Devon
  Issuance of Units..........................     39,665,749   $   53,748,557      13,727,287   $   15,666,740
  Redemption of Units........................     (8,559,979)     (10,476,008)     (2,142,694)      (2,126,099)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................     31,105,770   $   43,272,549      11,584,593   $   13,540,641
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Emerging Markets
  Issuance of Units..........................      4,671,527   $    3,320,918       5,638,069   $    5,619,161
  Redemption of Units........................     (2,554,039)      (1,704,000)     (1,093,247)        (957,747)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      2,117,488   $    1,616,918       4,544,822   $    4,661,414
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Convertible Securities
  Issuance of Units..........................      5,107,726   $    5,894,804       1,415,849   $    1,492,628
  Redemption of Units........................     (1,605,693)      (1,781,183)       (124,725)         (44,961)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      3,502,033   $    4,113,621       1,291,124   $    1,447,667
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
Social Awareness*
  Issuance of Units..........................     15,736,749   $   21,256,948       5,699,433   $    6,653,701
  Redemption of Units........................     (2,432,652)      (3,264,300)     (1,184,780)      (1,246,629)
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................     13,304,097   $   17,992,648       4,514,653   $    5,407,072
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
REIT
  Issuance of Units..........................      1,267,985   $    1,159,190              --   $           --
  Redemption of Units........................        (32,694)         (30,990)             --               --
                                               -------------   --------------   -------------   --------------
    Net increase (decrease)..................      1,235,291   $    1,128,200              --   $           --
                                               -------------   --------------   -------------   --------------
                                               -------------   --------------   -------------   --------------
</TABLE>

* Name changed. See Note 1.

                                     SA-10
<PAGE>
                   SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- DIVERSIFICATION REQUIREMENTS

    Under the provisions of Section 817(h) of the Code, a variable annuity
contract, other than a contract issued in connection with certain types of
employee benefit plans, will not be treated as an annuity 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 Separate Account VA-K satisfies the current
requirements of the regulations, and it intends that Separate Account VA-K will
continue to meet such requirements.

NOTE 7 -- PURCHASES AND SALES OF SECURITIES

    Cost of purchases and proceeds from sales of shares of DGPF by Separate
Account VA-K during the year ended December 31, 1998 were as follows:

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO                                      PURCHASES       SALES
- -------------------------------------------------------  ------------  ------------
<S>                                                      <C>           <C>
Decatur Total Return...................................  $141,863,822  $ 40,658,888
Delchester.............................................    48,781,837    16,597,087
Capital Reserves.......................................    23,125,388    11,200,709
Cash Reserve...........................................    90,535,760    79,320,787
DelCap.................................................    28,170,856    17,128,250
Delaware...............................................    64,238,063     3,068,072
International Equity...................................    48,049,472    40,743,530
Small Cap Value*.......................................    33,671,931     8,974,146
Trend..................................................    80,035,020    74,034,120
Global Bond............................................     2,336,871       939,010
Strategic Income.......................................    15,348,121     2,389,167
Devon..................................................    46,307,962     3,137,973
Emerging Markets.......................................     2,753,952     1,085,632
Convertible Securities.................................     5,537,216     1,417,031
Social Awareness*......................................    18,787,302       875,211
REIT...................................................     1,177,988        54,505
                                                         ------------  ------------
  Totals...............................................  $650,721,561  $301,624,118
                                                         ------------  ------------
                                                         ------------  ------------
</TABLE>

* Name changed. See Note 1.

                                     SA-11
<PAGE>
                            PART C. OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

  (a) FINANCIAL STATEMENTS

     Financial Statements Included in Part A
     None

     Financial Statements Included in Part B
     Financial Statements for Allmerica Financial Life Insurance and Annuity
     Company
     Financial Statements for Separate Account VA-K of Allmerica Financial Life
     Insurance and Annuity Company

     Financial Statements Included in Part C
     None

  (b) EXHIBITS

     EXHIBIT 1    Vote of Board of Directors Authorizing Establishment of
                  Registrant dated November 1, 1990 was previously filed on
                  April 24, 1998 in Registration Statement No. 33-44830/
                  811-6293, in Post-Effective Amendment No. 14, and is
                  incorporated by reference herein.

     EXHIBIT 2    Not Applicable.  Pursuant to Rule 26a-2, the Insurance Company
                  may hold the assets of the Registrant NOT pursuant to a trust
                  indenture or other such instrument.

     EXHIBIT 3    (a)  Underwriting and Administrative Services Agreement was
                       previously filed on April 24, 1998 in Registration
                       Statement No. 33-44830/811-6293, Post-Effective
                       Amendment No. 14, and is incorporated by reference
                       herein.

                  (b)  Wholesaling Agreement was previously filed on April 24,
                       1998 in Registration Statement No. 33-44830/811-6293,
                       Post-Effective Amendment No. 14, and is incorporated by
                       reference herein.

                  (c)  Bonus Product Commissions Schedule is filed herewith.
                       Sales Agreements with Commission Schedule were previously
                       filed on April 24, 1998 in Registration Statement
                       No. 33-44830/811-6293, Post-Effective Amendment No. 14,
                       and are incorporated by reference herein.

                  (d)  General Agent's Agreement was previously filed on
                       April 24, 1998 in Registration Statement No. 33-44830/
                       811-6293, Post-Effective Amendment No. 14, and is
                       incorporated by reference herein.

                  (e)  Career Agent Agreement was previously filed on April 24,
                       1998 in Registration Statement No. 33-44830/811-6293,
                       Post-Effective Amendment No. 14, and is incorporated by
                       reference herein.

                  (f)  Registered Representative's Agreement was previously
                       filed on April 24, 1998 in Registration Statement
                       No. 33-44830/811-6293, Post-Effective Amendment No. 14,
                       and is incorporated by reference herein.

     Exhibit 4  The following are filed herewith:

                  (a)  Contract Form A3028-99;
                  (b)  Specification Pages Form A8028-99;
                  (c)  Enhanced Death Benefit "EDB" Rider (Form 3263-99);
                  (d)  Enhanced Death Benefit "EDB" Rider (Form 3264-99);
                  (e)  Enhanced Death Benefit "EDB" Rider (Form 3265-99);
                  (f)  Minimum Guaranteed Annuity Payout ("M-GAP") Rider
                       (Form 3269-99);
                  (g)  Minimum Annuitization Floor ("MAF") Rider
                       (Form 3267-99);
                  (h)  Annuitization Payment Ratchet ("APR") Rider
                       (Form 3270-99);
                  (i)  Trail Employee Program Endorsement (Form 3274-99); and
                  (j)  Trail Employee Program Endorsement (Form 3275-99).

<PAGE>

     EXHIBIT 5    Application Form 10876DG is filed herewith.

     EXHIBIT 6    The Depositor's Articles of Incorporation, as amended
                  effective October 1, 1995 to reflect its new name, was
                  previously filed on September 28, 1995 in Registration
                  Statement No. 33-44830/811-6293, Post-Effective
                  Amendment No. 9, and is incorporated by reference herein.

     EXHIBIT 7    Not Applicable.

     EXHIBIT 8    (a)  Fidelity Service Agreement was previously filed on
                       April 26, 1996 in Registration Statement No. 33-44830/
                       811-6293, Post-Effective Amendment No. 10, and is
                       incorporated by reference herein.

                  (b)  An Amendment to the Fidelity Service Agreement, effective
                       as of January 1, 1997, was previously filed on May 1,
                       1997 in Registration Statement No. 33-44830/811-6293,
                       Post-Effective Amendment No. 13, and is incorporated by
                       reference herein.

                  (c)  Fidelity Service Contract, effective as of January 1,
                       1997, was previously filed on May 1, 1997 in Registration
                       Statement No. 33-44830/811-6293, Post-Effective Amendment
                       No. 13, and is incorporated by reference herein.

                  (d)  BFDS Agreements for lockbox and mailroom services were
                       previously filed on April 24, 1998 in Registration
                       Statement No. 33-44830/811-6293, Post-Effective Amendment
                       No. 14, and are incorporated by reference herein.

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

     EXHIBIT 9    Opinion of Counsel is filed herewith.

     EXHIBIT 10   Consent of Independent Accountants is filed herewith.

     EXHIBIT 11   None.

     EXHIBIT 12   None.

     EXHIBIT 13   Not Applicable.

     EXHIBIT 14   Not Applicable.

     EXHIBIT 15   Participation Agreement with Delaware Group Premium Fund, Inc.
                  and Amendment were previously filed on April 24, 1998 in
                  Registration Statement No. 33-44830/811-6293, Post-Effective
                  Amendment No. 14, and are incorporated by reference herein.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

     The principal business address of all the following Directors and Officers
     is:
     440 Lincoln Street
     Worcester, Massachusetts 01653

<PAGE>

                DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

 NAME AND POSITION WITH COMPANY  PRINCIPAL OCCUPATION(s) DURING PAST FIVE YEARS
 ------------------------------  ----------------------------------------------
  Bruce C. Anderson              Director (since 1996), Vice President (since
   Director                      1984) and Assistant Secretary (since 1992) of
                                 First Allmerica

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

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

  Mary Eldridge                  Secretary (since 1999) of Allmerica Financial;
   Secretary                     Secretary (since 1999) of Allmerica
                                 Investments, Inc.; and Secretary (since 1999)
                                 of Allmerica Financial Investment Management
                                 Services, Inc.

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

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

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

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

                                 Citizens Insurance Company of America

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

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

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

<PAGE>

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

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

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


<PAGE>


ITEM 26.   PERSONS UNDER COMMON CONTROL WITH REGISTRANT

<TABLE>
<CAPTION>
<S><C>
                                Allmerica Financial Corporation

                                            Delaware
     |               |                  |                  |              |            |              |
______________________________________________________________________________________________________________
 Financial          100%               100%               100%           100%         100%           100%
Profiles, Inc.  Allmerica, Inc.      Allmerica       First Allmerica  AFC Capital   Allmerica   First Sterling
                                   Funding Corp.     Financial Life    Trust I      Services        Limited
                                                       Insurance                   Corporation
                                                        Company

 California     Massachusetts       Massachusetts     Massachusetts    Delaware    Massachusetts    Bermuda
                                                            |                                    |
30%                                                   _________________                    _____________
                                                            |                                    |
                                                           100%                                 100%
                                                           SMA                            First Sterling
                                                      Financial Corp.                      Reinsurance
                                                                                             Company
                                                                                             Limited

                                                             Massachusetts                    Bermuda
                                                                     |
______________________________________________________________________________________________________________________
        |                   |                    |                   |                     |                   |
         70%               100%               99.2%                 100%                  100%                100%
     Allmerica        Sterling Risk         Allmerica             Allmerica             Allmerica           Allmerica
     Property           Management             Trust             Investments,           Financial        Financial Life
    & Casualty        Services, Inc.       Company, N.A.            Inc.                Investment       Insurance and
  Companies, Inc.                                                                       Management      Annuity Company
                                                                                      Services, Inc.

                                             Federally
     Delaware            Delaware            Chartered          Massachusetts         Massachusetts         Delaware
         |
___________________________________________________________________________
         |                  |                   |                    |
       100%                100%                100%                 100%
        APC             The Hanover          Allmerica           Citizens
   Funding Corp.         Insurance           Financial           Insurance
                          Company            Insurance           Company of
                                           Brokers, Inc.          Illinois

   Massachusetts       New Hampshire       Massachusetts          Illinois
                             |
______________________________________________________________________________________________________________________
        |                                       |                    |                     |                  |
       100%                 100%               100%                 100%                 82.5%               100%
     Allmerica            Allmerica         The Hanover        Hanover Texas           Citizens          Massachusetts
     Financial              Plus             American            Insurance            Corporation        Bay Insurance
      Benefit             Insurance          Insurance           Management                                 Company
     Insurance          Agency, Inc.          Company          Company, Inc.
      Company

   Pennsylvania        Massachusetts       New Hampshire           Texas                Delaware         New Hampshire
                                                                                           |
                                                              ________________________________________________________
                                                                     |                     |                   |
                                                                    100%                  100%               100%
                                                                  Citizens         Citizens Insurance      Citizens
                                                                 Insurance            Company of           Insurance
                                                              Company of Ohio           America         Company of the
                                                                                                            Midwest

                                                                    Ohio                Michigan            Indiana
                                                                                           |
                                                                                    _______________
                                                                                          100%
                                                                                        Citizens
                                                                                    Management Inc.

                                                                                        Michigan
</TABLE>



<TABLE>
<CAPTION>
<S><C>
                                Allmerica Financial Corporation

                                            Delaware
     |                    |                     |                   |             |           |               |
_______________________________________________________________________________________________________________________
  Financial              100%                  100%               100%           100%        100%            100%
Profiles, Inc.     Allmerica, Inc.          Allmerica        First Allmerica  AFC Capital   Allmerica   First Sterling
                                          Funding Corp.      Financial Life    Trust I      Services        Limited
                                                                Insurance                  Corporation
                                                                 Company

 California         Massachusetts         Massachusetts       Massachusetts    Delaware   Massachusetts     Bermuda
                                                      |                                          |

_____________________________________________________________________________________________________________________
        |                    |                   |                     |                   |
       100%                100%                 100%                  100%                100%
     Allmerica           Allmerica           Allmerica             Allmerica           Allmerica
    Investment             Asset         Financial Services          Asset             Benefits
    Management          Management,          Insurance            Management,             Inc.
   Company, Inc.            Inc.            Agency, Inc.            Limited

   Massachusetts       Massachusetts       Massachusetts            Bermuda             Florida

                                                              ________________      _________________________________
                                                              Allmerica Equity         Greendale              AAM
                                                                 Index Pool             Special           Equity Fund
                                                                                       Placements
                                                                                          Fund

                                                               Massachusetts         Massachusetts       Massachusetts
_____________________________________
        |                   |                                 --------------  Grantor Trusts established for the benefit of First
       100%                100%                                               Allmerica, Allmerica Financial Life, Hanover and
     Allmerica          AMGRO, Inc.                                           Citizens
     Financial                                                   Allmerica               Allmerica
     Alliance                                                 Investment Trust          Securities
     Insurance                                                                             Trust
      Company
                                                               Massachusetts           Massachusetts
   New Hampshire       Massachusetts
                             |
                      _______________
                             |
                           100%                               --------------  Affiliated Management Investment Companies
                          Lloyds
                          Credit                                                    Hanover Lloyd's
                        Corporation                                                    Insurance
                                                                                        Company

                       Massachusetts                                                     Texas

                                                              --------------  Affiliated Lloyd's plan company, controlled by
                                                                              Underwriters for the benefit of The Hanover
                                                                              Insurance Company

                                                                                          AAM              AAM
                                                                                       Growth &            High
                                                                                      Income Fund       Yield Fund,
                                                                                          L.P.            L.L.C.

                                                                                        Delaware       Massachusetts

                                                              --------------  L.P. or L.L.C. established for the benefit of
                                                                              First Allmerica, Allmerica
                                                                              Financial Life, Hanover and
                                                                              Citizens

</TABLE>


<PAGE>


ITEM 26.   PERSONS UNDER COMMON CONTROL WITH REGISTRANT

<TABLE>
<CAPTION>
<S><C>
                                Allmerica Financial Corporation

                                            Delaware
     |               |                  |                  |              |            |              |
______________________________________________________________________________________________________________
 Financial          100%               100%               100%           100%         100%           100%
Profiles, Inc.  Allmerica, Inc.      Allmerica       First Allmerica  AFC Capital   Allmerica   First Sterling
                                   Funding Corp.     Financial Life    Trust I      Services        Limited
                                                       Insurance                   Corporation
                                                        Company

 California     Massachusetts       Massachusetts     Massachusetts    Delaware    Massachusetts    Bermuda
                                                            |                                    |
30%                                                   _________________                    _____________
                                                            |                                    |
                                                           100%                                 100%
                                                           SMA                            First Sterling
                                                      Financial Corp.                      Reinsurance
                                                                                             Company
                                                                                             Limited

                                                             Massachusetts                    Bermuda
                                                                     |
______________________________________________________________________________________________________________________
        |                   |                    |                   |                     |                   |
         70%               100%               99.2%                 100%                  100%                100%
     Allmerica        Sterling Risk         Allmerica             Allmerica             Allmerica           Allmerica
     Property           Management             Trust             Investments,           Financial        Financial Life
    & Casualty        Services, Inc.       Company, N.A.            Inc.                Investment       Insurance and
  Companies, Inc.                                                                       Management      Annuity Company
                                                                                      Services, Inc.

                                             Federally
     Delaware            Delaware            Chartered          Massachusetts         Massachusetts         Delaware
         |
___________________________________________________________________________
         |                  |                   |                    |
       100%                100%                100%                 100%
        APC             The Hanover          Allmerica           Citizens
   Funding Corp.         Insurance           Financial           Insurance
                          Company            Insurance           Company of
                                           Brokers, Inc.          Illinois

   Massachusetts       New Hampshire       Massachusetts          Illinois
                             |
______________________________________________________________________________________________________________________
        |                                       |                    |                     |                  |
       100%                 100%               100%                 100%                 82.5%               100%
     Allmerica            Allmerica         The Hanover        Hanover Texas           Citizens          Massachusetts
     Financial              Plus             American            Insurance            Corporation        Bay Insurance
      Benefit             Insurance          Insurance           Management                                 Company
     Insurance          Agency, Inc.          Company          Company, Inc.
      Company

   Pennsylvania        Massachusetts       New Hampshire           Texas                Delaware         New Hampshire
                                                                                           |
                                                              ________________________________________________________
                                                                     |                     |                   |
                                                                    100%                  100%               100%
                                                                  Citizens         Citizens Insurance      Citizens
                                                                 Insurance            Company of           Insurance
                                                              Company of Ohio           America         Company of the
                                                                                                            Midwest

                                                                    Ohio                Michigan            Indiana
                                                                                           |
                                                                                    _______________
                                                                                          100%
                                                                                        Citizens
                                                                                    Management Inc.

                                                                                        Michigan
</TABLE>



<TABLE>
<CAPTION>
<S><C>
                                Allmerica Financial Corporation

                                            Delaware
     |                    |                     |                   |             |           |               |
_______________________________________________________________________________________________________________________
  Financial              100%                  100%               100%           100%        100%            100%
Profiles, Inc.     Allmerica, Inc.          Allmerica        First Allmerica  AFC Capital   Allmerica   First Sterling
                                          Funding Corp.      Financial Life    Trust I      Services        Limited
                                                                Insurance                  Corporation
                                                                 Company

 California         Massachusetts         Massachusetts       Massachusetts    Delaware   Massachusetts     Bermuda
                                                      |                                          |

_____________________________________________________________________________________________________________________
        |                    |                   |                     |                   |
       100%                100%                 100%                  100%                100%
     Allmerica           Allmerica           Allmerica             Allmerica           Allmerica
    Investment             Asset         Financial Services          Asset             Benefits
    Management          Management,          Insurance            Management,             Inc.
   Company, Inc.            Inc.            Agency, Inc.            Limited

   Massachusetts       Massachusetts       Massachusetts            Bermuda             Florida

                                                              ________________      _________________________________
                                                              Allmerica Equity         Greendale              AAM
                                                                 Index Pool             Special           Equity Fund
                                                                                       Placements
                                                                                          Fund

                                                               Massachusetts         Massachusetts       Massachusetts
_____________________________________
        |                   |                                 --------------  Grantor Trusts established for the benefit of First
       100%                100%                                               Allmerica, Allmerica Financial Life, Hanover and
     Allmerica          AMGRO, Inc.                                           Citizens
     Financial                                                   Allmerica               Allmerica
     Alliance                                                 Investment Trust          Securities
     Insurance                                                                             Trust
      Company
                                                               Massachusetts           Massachusetts
   New Hampshire       Massachusetts
                             |
                      _______________
                             |
                           100%                               --------------  Affiliated Management Investment Companies
                          Lloyds
                          Credit                                                    Hanover Lloyd's
                        Corporation                                                    Insurance
                                                                                        Company

                       Massachusetts                                                     Texas

                                                              --------------  Affiliated Lloyd's plan company, controlled by
                                                                              Underwriters for the benefit of The Hanover
                                                                              Insurance Company

                                                                                          AAM              AAM
                                                                                       Growth &            High
                                                                                      Income Fund       Yield Fund,
                                                                                          L.P.            L.L.C.

                                                                                        Delaware       Massachusetts

                                                              --------------  L.P. or L.L.C. established for the benefit of
                                                                              First Allmerica, Allmerica
                                                                              Financial Life, Hanover and
                                                                              Citizens

</TABLE>
<PAGE>

                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
<S><C>
   NAME                                        ADDRESS                          TYPE OF BUSINESS
   ----                                        -------                          ----------------
   AAM Equity Fund                             440 Lincoln Street               Massachusetts Grantor Trust
                                               Worcester MA 01653

   AAM Growth & Income Fund, L.P.              440 Lincoln Street               Limited Partnership
                                               Worcester MA 01653

   AFC Capital Trust I                         440 Lincoln Street               Statutory Business Trust
                                               Worcester MA 01653

   Allmerica Asset Management Limited          440 Lincoln Street               Investment advisory services
                                               Worcester MA 01653

   Allmerica Asset Management, Inc.            440 Lincoln Street               Investment advisory services
                                               Worcester MA 01653

   Allmerica Benefits, Inc.                    440 Lincoln Street               Non-insurance medical services
                                               Worcester MA 01653

   Allmerica Equity Index Pool                 440 Lincoln Street               Massachusetts Grantor Trust
                                               Worcester MA 01653

   Allmerica Financial Alliance Insurance      100 North Parkway                Multi-line property and casualty
   Company                                     Worcester MA 01605               insurance

   Allmerica Financial Benefit Insurance       100 North Parkway                Multi-line property and casualty
   Company                                     Worcester MA 01605               insurance

   Allmerica Financial Corporation             440 Lincoln Street               Holding Company
                                               Worcester MA 01653

   Allmerica Financial Insurance Brokers,      440 Lincoln Street               Insurance Broker
   Inc.                                        Worcester MA 01653

<PAGE>

   Allmerica Financial Life Insurance and      440 Lincoln Street               Life insurance, health insurance,
   accident and Annuity Company (formerly      Worcester MA 01653               annuities,variable annuities
   known as SMA Life Assurance Company)                                         and variable life insurance

   Allmerica Financial Services Insurance      440 Lincoln Street               Insurance Agency
   Agency, Inc.                                Worcester MA 01653

   Allmerica Funding Corp.                     440 Lincoln Street               Special purpose funding vehicle
                                               Worcester MA 01653               for commercial paper

   Allmerica, Inc.                             440 Lincoln Street               Common employer for Allmerica
                                               Worcester MA 01653               Financial Corporation entities

   Allmerica Financial Investment              440 Lincoln Street               Investment advisory services
   Management Services, Inc.                   Worcester MA 01653
   (formerly known as Allmerica
   Institutional Services, Inc.)

   Allmerica Investment Management             440 Lincoln Street               Investment advisory services
   Company, Inc.                               Worcester MA 01653

   Allmerica Investments, Inc.                 440 Lincoln Street               Securities, retail broker-dealer
                                               Worcester MA 01653

   Allmerica Investment Trust                  440 Lincoln Street               Investment Company
                                               Worcester MA 01653

   Allmerica Plus Insurance Agency, Inc.       440 Lincoln Street               Insurance Agency
                                               Worcester MA 01653

   Allmerica Property & Casualty               440 Lincoln Street               Holding Company
   Companies, Inc.                             Worcester MA 01653

   Allmerica Securities Trust                  440 Lincoln Street               Investment Company
                                               Worcester MA 01653

   Allmerica Services Corporation              440 Lincoln Street               Internal administrative services
                                               Worcester MA 01653               provider to Allmerica Financial
                                                                                Corporation entities

   Allmerica Trust Company, N.A.               440 Lincoln Street               Limited purpose national trust
                                               Worcester MA 01653               company

   AMGRO, Inc.                                 100 North Parkway                Premium financing
                                               Worcester MA 01605

   Citizens Corporation                        440 Lincoln Street               Holding Company
                                               Worcester MA 01653

   Citizens Insurance Company of America       645 West Grand River             Multi-line property and casualty
                                               Howell MI 48843                  insurance


   Citizens Insurance Company of Illinois      333 Pierce Road                  Multi-line property and casualty
                                               Itasca IL 60143                  insurance

<PAGE>

   Citizens Insurance Company of the           3950 Priority Way South          Multi-line property and casualty
   Midwest                                     Drive, Suite 200                 insurance
                                               Indianapolis IN 46280

   Citizens Insurance Company of Ohio          8101 N. High Street              Multi-line property and casualty
                                               P.O. Box 342250                  insurance
                                               Columbus OH 43234

   Citizens Management, Inc.                   645 West Grand River             Services management company
                                               Howell MI 48843

   Financial Profiles                          5421 Avenida Encinas             Computer software company
                                               Carlsbad, CA  92008

   First Allmerica Financial Life              440 Lincoln Street               Life, pension, annuity, accident
   Insurance Company (formerly State           Worcester MA 01653               and health insurance company
   Mutual Life Assurance Company of
   America)

   First Sterling Limited                      440 Lincoln Street               Holding Company
                                               Worcester MA 01653

   First Sterling Reinsurance Company          440 Lincoln Street               Reinsurance Company
   Limited                                     Worcester MA 01653

   Greendale Special Placements Fund           440 Lincoln Street               Massachusetts Grantor Trust
                                               Worcester MA 01653

   The Hanover American Insurance              100 North Parkway                Multi-line property and casualty
   Company                                     Worcester MA 01605               insurance

   The Hanover Insurance Company               100 North Parkway                Multi-line property and casualty
                                               Worcester MA 01605               insurance

   Hanover Texas Insurance Management          801 East Campbell Road           Attorney-in-fact for Hanover
   Company, Inc.                               Richardson TX 75081              Llyod's Insurance Company

   Hanover Lloyd's Insurance Company           801 East Campbell Road           Multi-line property and casualty
                                               Richardson TX 75081              insurance

   Lloyds Credit Corporation                   440 Lincoln Street               Premium financing service
                                               Worcester MA 01653               franchises

   Massachusetts Bay Insurance Company         100 North Parkway                Multi-line property and casualty
                                               Worcester MA 01605               insurance

   SMA Financial Corp.                         440 Lincoln Street               Holding Company
                                               Worcester MA 01653

   Sterling Risk Management Services, Inc.     440 Lincoln Street               Risk management services
                                               Worcester MA 01653
</TABLE>

<PAGE>

ITEM 27. NUMBER OF CONTRACT OWNERS

     As of April 30, 1999, there were 7,029 Contract holders of qualified
     Contracts and 14,038 Contract holders of non-qualified Contracts.

ITEM 28. INDEMNIFICATION

Article VIII of the Bylaws of the Depositor state: Each Director and each
Officer of the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the Corporation against
all expenses actually and necessarily incurred by him in the defense or
reasonable settlement of any action, suit, or proceeding in which he is made a
party by reason of his being or having been a Director or Officer of the
Corporation, including any sums paid in settlement or to discharge judgement,
except in relation to matters as to which he shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of his duties as such Director or Officer; and the foregoing right
of indemnification or reimbursement shall not affect any other rights to which
he may be entitled under the Articles of Incorporation, any statute, bylaw,
agreement, vote of stockholders, or otherwise.

ITEM 29. PRINCIPAL UNDERWRITERS

     (a)  Allmerica Investments, Inc. also acts as principal underwriter for the
          following:

          X    VEL Account, VEL II Account, VEL Account III, Select Account III,
               Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C, VA-G,
               VA-H, VA-K, VA-P, Allmerica Select Separate Account II, Group VEL
               Account, Separate Account KG, Separate Account KGC, Fulcrum
               Separate Account, Fulcrum Variable Life Separate Account, and
               Allmerica Select Separate Account of Allmerica Financial Life
               Insurance and Annuity Company

          X    Inheiritage Account, VEL II Account, Separate Account I, Separate
               Account VA-K, Separate Account VA-P, Allmerica Select Separate
               Account II, Group VEL Account, Separate Account KG, Separate
               Account KGC, Fulcrum Separate Account, and Allmerica Select
               Separate Account of First Allmerica Financial Life Insurance
               Company.

          -    Allmerica Investment Trust

     (b)  The Principal Business Address of each of the following Directors and
          Officers of Allmerica Investments, Inc. is:
          440 Lincoln Street
          Worcester, Massachusetts 01653

         NAME                    POSITION OR OFFICE WITH UNDERWRITER
         ----                    -----------------------------------
     Emil J. Aberizk, Jr.        Vice President

     Edward T. Berger            Vice President and Chief Compliance Officer

     Richard F. Betzler, Jr.     Vice  President

     Mary Eldridge               Secretary

     Philip L. Heffernan         Vice President

     John F. Kelly               Director

     Daniel Mastrototaro         Vice President

     William F. Monroe, Jr.      Vice President

<PAGE>

     David J. Mueller            Vice President and Controller

     John F. O'Brien             Director

     Stephen Parker              President, Director and Chief Executive Officer

     Edward J. Parry, III        Treasurer

     Richard M. Reilly           Director

     Eric A. Simonsen            Director

     Mark G. Steinberg           Senior Vice President


<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

     Each account, book or other document required to be maintained by Section
     31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3
     thereunder are maintained by the Company at 440 Lincoln Street, Worcester,
     Massachusetts.

ITEM 31. MANAGEMENT SERVICES

     Effective March 31, 1995, the Company provides daily unit value
     calculations and related services for the Company's separate accounts.

ITEM 32.      UNDERTAKINGS

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

     (b)   The Registrant hereby undertakes to include in the prospectus a
           postcard that the applicant can remove to send for a Statement of
           Additional Information.

     (c)   The Registrant hereby undertakes to deliver a Statement of Additional
           Information promptly upon written or oral request, according to the
           requirements of Form N-4.

     (d)   Insofar as indemnification for liability arising under the 1933 Act
           may be permitted to Directors, Officers and Controlling Persons of
           Registrant under any registration statement, underwriting agreement
           or otherwise, Registrant has been advised that, in the opinion of the
           Securities and Exchange Commission, such indemnification is against
           public policy as expressed in the 1933 Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by Registrant of expenses
           incurred or paid by a Director, Officer or Controlling Person of
           Registrant in the successful defense of any action, suit or
           proceeding) is asserted by such Director, Officer or Controlling
           Person in connection with the securities being registered, Registrant
           will, unless in the opinion of its counsel the matter has been
           settled by controlling precedent, submit to a court of appropriate
           jurisdiction the question whether such indemnification by it is
           against public policy as expressed in the 1933 Act and will be
           governed by the final adjudication of such issue.

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

ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(B)
         PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

     Registrant, a separate account of Allmerica Financial Life Insurance and
     Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7
     under the 1940 Act with respect to withdrawal restrictions under the Texas
     Optional Retirement Program ("Program") and (b) relying on the "no-action"
     letter (Ref. No. IP-6-88) issued on November 28, 1988 to the American
     Council of Life Insurance, in applying the withdrawal restrictions of
     Internal Revenue Code Section 403(b)(11). Registrant has taken the
     following steps in reliance on the letter:

<PAGE>

     1.   Appropriate disclosures regarding the redemption restrictions imposed
          by the Program and by Section 403(b)(11) have been included in the
          prospectus of each registration statement used in connection with the
          offer of the Company's variable contracts.

     2.   Appropriate disclosures regarding the redemption restrictions imposed
          by the Program and by Section 403(b)(11) have been included in sales
          literature used in connection with the offer of the Company's variable
          contracts.

     3.   Sales Representatives who solicit participants to purchase the
          variable contracts have been instructed to specifically bring the
          redemption restrictions imposed by the Program and by Section
          403(b)(11) to the attention of potential participants.

     4.   A signed statement acknowledging the participant's understanding of
          (I) the restrictions on redemption imposed by the Program and by
          Section 403(b)(11) and (ii) the investment alternatives available
          under the employer's arrangement will be obtained from each
          participant who purchases a variable annuity contract prior to or at
          the time of purchase.

     Registrant hereby represents that it will not act to deny or limit a
     transfer request except to the extent that a Service-Ruling or written
     opinion of counsel, specifically addressing the fact pattern involved and
     taking into account the terms of the applicable employer plan, determines
     that denial or limitation is necessary for the variable annuity contracts
     to meet the requirements of the Program or of Section 403(b). Any transfer
     request not so denied or limited will be effected as expeditiously as
     possible.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this initial Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Worcester, and Commonwealth of Massachusetts, on
the 15th day of June, 1999.

                            SEPARATE ACCOUNT VA-K OF
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

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

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

<TABLE>
<CAPTION>
<S><C>
SIGNATURES                               TITLE                                         DATE

/s/ Warren E. Barnes                     Vice President and Corporate Controller       June 15, 1999
- ------------------------------------
Warren E. Barnes

    Edward J. Parry*                     Director, Vice President, Chief Financial
- ------------------------------------     Officer and Treasurer                         June 15, 1999


    Richard M. Reilly*                   Director, President and
- ------------------------------------     Chief Executive Officer                       June 15, 1999


John F. O'brien*                         Director and Chairman of the Board            June 15, 1999
- ------------------------------------

Bruce C. Anderson*                       Director                                      June 15, 1999
- ------------------------------------

Robert E. Bruce*                         Director and Chief Information Officer        June 15, 1999
- ------------------------------------

John P. Kavanaugh*                       Director, Vice President and                  June 15, 1999
- ------------------------------------     Chief Investment Officer


John F. Kelly*                           Director, Vice President and                  June 15, 1999
- ------------------------------------     General Counsel


J. Barry May*                            Director                                      June 15, 1999
- ------------------------------------

James R. Mcauliffe*                      Director                                      June 15, 1999
- ------------------------------------

Robert P. Restrepo, Jr.*                 Director                                      June 15, 1999
- ------------------------------------

Eric A. Simonsen*                        Director and Vice President                   June 15, 1999
- ------------------------------------

Phillip E. Soule*                        Director                                      June 15, 1999
- ------------------------------------
</TABLE>

*Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated April 1, 1999 duly executed
by such persons.

/s/ Sheila B. St. Hilaire
- ---------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact

<PAGE>

                                  EXHIBIT TABLE

Exhibit 3(c)     Bonus Product Commission Schedule

Exhibit 4        Contract Form A3028-99, Specification Pages Form A8028-99,
                 Riders and Endorsements

Exhibit 5        Application Form 10876DG

Exhibit 8(e)     Directors' Power of Attorney

Exhibit 9        Opinion of Counsel

Exhibit 10       Consent of Independent Accountants


<PAGE>

<TABLE>
<CAPTION>
<S>      <C>           <C>           <C>             <C>              <C>            <C>
- -----------------------------------------------------------------------------------------------
                                                DELAWARE                  5.00%         credit

           Issue                                        Issue
       Ages 80 &                                    Ages 81 &
           Under                                         Over
                      Trail                                         Trail
                      ------------------------                      --------------------------
                         During                                         During
            Upfront   SC period     Thereafter           Upfront     SC period     Thereafter
            ----------------------------------------------------------------------------------
Trail
Commission
Option
A           5.00%       0.00%        0.00%               3.00%         0.00%         0.00%
B           4.25%       0.25%        0.25%               2.75%         0.20%         0.25%
C           3.75%       0.00%        1.25%               2.50%         0.00%         1.25%
D           3.00%       0.50%        0.50%               2.00%         0.40%         0.50%
E           1.00%       1.00%        1.00%               0.75%         0.80%         1.00%
</TABLE>


<PAGE>

                                                            Exhibit 4(a)


                      PLEASE READ THIS CONTRACT CAREFULLY


Annuity benefit payments and other values provided by this contract, when
based on the investment performance of the Variable Account, may increase or
decrease and are not guaranteed as to fixed dollar amount.  Please refer to
the Value of the Variable Account section for additional information.

Values removed from a Guarantee Period Account prior to the end of its
Guarantee Period may be subject to a Market Value Adjustment that may
increase or decrease the values.  A negative Market Value Adjustment will
never be applied to the Death Benefit.  A positive Market Value Adjustment,
if applicable, will be added to the Death Benefit when the benefit paid is
the contract's Accumulated Value. Please refer to the Market Value Adjustment
section for additional information.

                          RIGHT TO EXAMINE CONTRACT


The Owner may cancel this contract by returning it to the Company or one of
its authorized representatives within ten days after receipt.  If returned,
the Company will refund an amount equal to the Accumulated Value, after
application of any Market Value Adjustment, plus any fees or other charges
imposed and less any Payment Credits.  These values are determined as of the
date the contract is returned to the Company.   If, however, the contract is
issued as an Individual Retirement Annuity (IRA), the Company will refund
gross payments.

            ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

Home Office:            Dover, Delaware
Principal Office:       440 Lincoln Street, Worcester, Massachusetts  01653


This is a legal contract between Allmerica Financial Life Insurance and
Annuity Company (the Company) and the Owner and is issued in consideration of
the Initial Payment shown on the Specifications page.  Additional Payments
are permitted.  Payments may be allocated to Variable Sub-Accounts, the Fixed
Account or Guarantee Period Accounts.  While this contract is in effect, the
Company agrees to pay annuity benefits payments beginning on the Annuity Date
or to pay a Death Benefit to the Beneficiary if an Owner dies prior to the
Annuity Date.






             Flexible Payment Deferred Variable and Fixed Annuity
             Annuity Benefit Payments Payable on the Annuity Date
    Death Benefit Payable to Beneficiary if Owner Dies prior to Annuity Date
                              Non-Participating



FORM A3028-99

<PAGE>


                              TABLE OF CONTENTS


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

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

OWNER, ANNUITANT AND BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . 9

THE ACCUMULATION PHASE . . . . . . . . . . . . . . . . . . . . . . . . . . .

PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

PAYMENT CREDITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

VALUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

WITHDRAWAL AND SURRENDER . . . . . . . . . . . . . . . . . . . . . . . . . .14

DEATH BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

THE PAYOUT PHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ANNUITY BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

WITHDRAWAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS. . . . . . . . . . . . . . . . . .23

DEATH OF THE ANNUITANT . . . . . . . . . . . . . . . . . . . . . . . . . . .23

ANNUITY BENEFIT PAYMENT OPTIONS. . . . . . . . . . . . . . . . . . . . . . .24

ANNUITY BENEFIT PAYMENT GUARANTEE OPTIONS. . . . . . . . . . . . . . . . . .24

ANNUITY OPTION RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . .24

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28


FORM A3028-99

<PAGE>

                                  DEFINITIONS

Accumulated Value          The aggregate value of all accounts in this contract
                           before the Annuity Date.  As long as the Accumulated
                           Value is greater than zero, the contract will stay
                           in effect.

Accumulation Unit          A measure used to calculate the value of a
                           Sub-Account before annuity benefit payments begin.

Annuitant                  On and after the Annuity Date, the person upon whose
                           continuation of life annuity benefit payments
                           involving life contingency depend.  Joint Annuitants
                           are permitted and unless otherwise indicated, any
                           reference to Annuitant shall include joint
                           Annuitants.

Annuity Date               The date annuity benefit payments begin.  The
                           Annuity Date is shown on the Specifications page.

Annuity Unit               A measure used to calculate annuity benefit payments
                           under a variable annuity option.

Beneficiary                The person, persons or entity entitled to the Death
                           Benefit prior to the Annuity Date or any annuity
                           benefit payments upon the death of the Owner on or
                           after the Annuity Date.

Company                    Allmerica Financial Life Insurance and Annuity
                           Company.

Contract Year              A one-year period based on the issue date or an
                           anniversary thereof.

Effective Valuation Date   The Valuation Date on or immediately following the
                           day a payment, request for transfer, withdrawal or
                           surrender, or proof of death is received at the
                           Principal Office.

Fixed Account              The part of the Company's General Account to which
                           all or a portion of a Payment or transfer may be
                           allocated.

Fund                       Each separate investment company, investment series
                           or portfolio eligible for investment by a
                           Sub-Account of the Variable Account.

General Account            All assets of the Company that are not allocated to
                           a Separate Account.

Gross Payment Base         Total gross payments made to the contract reduced by
                           withdrawals which exceed the Withdrawal Without
                           Surrender Charge amount.

Guarantee Period           The number of years that a Guaranteed Interest Rate
                           applies to a Guarantee Period Account.

Guarantee Period Account   An account which corresponds to a Guaranteed
                           Interest Rate for a specified Guarantee Period and
                           is supported by assets in a Separate Account.  The
                           Owner may only invest in a Guarantee Period Account
                           prior to the Annuity Date.

Guaranteed Interest Rate   The annual effective rate of interest after daily
                           compounding credited to a Guarantee Period Account.

Market Value Adjustment    A positive or negative adjustment to earnings in a
                           Guarantee Period Account assessed if any portion of
                           a Guarantee Period Account is withdrawn or
                           transferred prior to the end of its Guarantee
                           Period.


FORM A3028-99                          7
<PAGE>

Owner                      The person, persons or entity entitled to exercise
                           the rights and privileges under this contract.
                           Joint Owners are permitted and unless otherwise
                           indicated, any reference to Owner shall include
                           Joint Owners.

Payment Credit             The amount credited to the contract by the Company
                           each time a Payment is made into the contract.

Pro Rata                   How a Payment or withdrawal may be allocated among
                           the accounts.  A Pro Rata allocation or withdrawal
                           will be made in the same proportion that the value
                           of each account bears to the Accumulated Value.

Request                    A request or notice made by the Owner, in a manner
                           consistent with the Company's current procedures,
                           which is received by the Company.

Qualified Contract         A contract that is purchased in connection with a
                           retirement plan which meets the requirements of
                           Sections 401, 403, 408 and 408A, of the Internal
                           Revenue Code.

Separate Account           A segregated account established by the Company.
                           The assets in a Separate Account are not commingled
                           with the Company's general assets and obligations.
                           The assets of a Separate Account are not subject to
                           claims arising out of any other business the Company
                           may conduct.

State                      The state or jurisdiction in which the contract is
                           issued.

Sub-Account                A Variable Account subdivision that invests
                           exclusively in shares of a corresponding Fund.

Surrender Value            The amount payable to the Owner on full surrender
                           after application of any Market Value Adjustment,
                           surrender charge and Contract Fee.

Survivor Annuity Benefit   The number of Annuity Units (under a variable joint
Percentage                 life annuitization option) or the dollar value of
                           the annuity benefit payments (under a fixed joint
                           life annuitization option) paid during the
                           surviving Annuitant's life may be less than or
                           equal to the amount paid when both individuals are
                           living.  The Survivor Annuity Benefit Percentage is
                           the percentage of total Annuity Units or dollars
                           paid in each annuity benefit during the survivor's
                           life.  For example, with a Joint and Two-thirds
                           Survivor Option, the Survivor Annuity Benefit
                           Percentage is 66 2/3 %. This percentage is only
                           applicable after the death of the first Annuitant.

Valuation Date             A day the values of all units are determined.
                           Valuation Dates occur on each day the New York Stock
                           Exchange is open for trading, or such other dates
                           when there is sufficient trading in a Fund's
                           portfolio securities such that the current unit
                           value may be materially affected.

Valuation Period           The interval between two consecutive Valuation
                           Dates.

Variable Account           The Company's Separate Account, consisting of
                           Sub-Accounts that invest in the underlying Funds.


FORM A3028-99                          8
<PAGE>

                      OWNER, ANNUITANT AND BENEFICIARY

Owner                      When the contract is issued, the Owner will be as
                           shown on the Specifications page.  The Owner may be
                           changed in accordance with the terms of this
                           contract.  Upon the death of an Owner prior to the
                           Annuity Date, a Death Benefit is paid.  The Maximum
                           Alternative Annuity Date is based upon the age of
                           the Owner.

                           The Owner may exercise all rights and options
                           granted in this contract or by the Company, subject
                           to the consent of any irrevocable Beneficiary.
                           Where there are joint Owners, the consent of both is
                           required in order to exercise any ownership rights.

Assignment                 Prior to the Annuity Date and prior to the death of
                           an Owner, the Owner may be changed at any time.
                           Only the Owner may assign this contract.  An
                           absolute assignment will transfer ownership to the
                           assignee.  This contract may also be collaterally
                           assigned as security.  The limitations on ownership
                           rights while the collateral assignment is in effect
                           are stated in the assignment.  Additional
                           limitations may exist for contracts issued under
                           provisions of the Internal Revenue Code.

                           An assignment will take place only when the Company
                           has actually received a Request in writing and
                           recorded the change at the Principal Office.  The
                           Company will not be deemed to know of the assignment
                           until such time.  When recorded, the assignment will
                           take effect as of the date it was signed.  The
                           assignment will be subject to payments made or
                           actions taken by the Company before the change was
                           recorded.

                           The Company will not be responsible for the validity
                           of any assignment nor the extent of any assignee's
                           interest.  The interests of the Beneficiary will be
                           subject to any assignment.

Annuitant                  When the contract is issued, the Annuitant will be
                           as shown on the Specifications page.  The Annuitant
                           may be changed in accordance with the terms of this
                           contract.  Prior to the Annuity Date, an Annuitant
                           may be replaced or added unless the Owner is a
                           non-natural person.  At all times there must be at
                           least one Annuitant.  If the Annuitant dies and a
                           replacement is not named, the Owner will be
                           considered to be the new Annuitant.  Upon the death
                           of an Annuitant prior to the Annuity Date, a Death
                           Benefit is not paid unless the Owner is a
                           non-natural person.

                           A change of Annuitant will take place only when the
                           Company has actually received a Request in writing
                           and recorded the change at the Principal Office.
                           The Company will not be deemed to know of the change
                           of Annuitant until such time.  When recorded, the
                           change of Annuitant will take effect as of the date
                           it was signed.  The change of Annuitant will be
                           subject to payments made or actions taken by the
                           Company before the change was recorded.


FORM A3028-99                          9
<PAGE>

Beneficiary                The Beneficiary is as named on the Specifications
                           page unless subsequently changed.  The Owner may
                           declare any Beneficiary to be revocable or
                           irrevocable.  A revocable Beneficiary may be changed
                           at any time prior to the Annuity Date and before the
                           death of an Owner or after the Annuity Date and
                           before the death of the Annuitant.  An irrevocable
                           Beneficiary must consent in writing to any change.
                           Unless otherwise indicated, the Beneficiary will be
                           revocable.

                           A Beneficiary change must be made in writing in a
                           form acceptable to the Company and will be subject
                           to the rights of any assignee of record.  When the
                           Company receives the form, the change will take
                           place as of the date it was signed, even if an Owner
                           or the Annuitant dies after the form is signed but
                           prior to the Company's receipt of the form.  Any
                           rights created by the change will be subject to
                           payments made or actions taken by the Company before
                           the change was recorded.

                           All benefits payable to the Beneficiary under this
                           contract will be divided equally among the surviving
                           Beneficiaries of the same class, unless the Owner
                           directs otherwise.  If there is no surviving
                           Beneficiary in a particular class, then the benefit
                           is divided equally among the surviving Beneficiaries
                           of the next class.  If there is no surviving
                           Beneficiary, the deceased Beneficiary's interest
                           will pass to the Owner or the Owner's estate.  At
                           the death of the first joint Owner prior to the
                           Annuity Date, the surviving joint Owner is the sole,
                           primary Beneficiary notwithstanding that the
                           designated Beneficiary may be different.

                           The Beneficiary can not assign, transfer, commute,
                           anticipate or encumber the proceeds or payments
                           unless given that right by the Owner.

Protection of Proceeds     To the extent allowed by law, this contract and any
                           payments made under it will be exempt from the
                           claims of creditors.


FORM A3028-99                         10
<PAGE>

                           THE ACCUMULATION PHASE

                           PAYMENTS

Payments                   Each Payment is equal to the gross payment less the
                           amount of any applicable premium tax.  The Company
                           reserves the right to deduct the amount of the
                           premium tax from the Accumulated Value at a later
                           date rather than when the premium tax liability is
                           first incurred by the Company.  In no event will an
                           amount be deducted for premium taxes before the
                           Company has incurred a tax liability under
                           applicable State law.

Initial Payment            The Initial Payment is shown on the Specifications
                           page.

Additional Payments        Prior to the Annuity Date and before the death of an
                           Owner, the Owner may make additional Payments of at
                           least the Minimum Additional Payment Amount (see
                           Specifications page).  Total Payments made may not
                           exceed [$5,000,000] without the Company's consent.

Payment Allocations        The Initial Payment is allocated in accordance with
                           the Payment Allocation, shown on the Specifications
                           page.  Each subsequent Payment will be allocated in
                           the same manner unless allocation instructions
                           accompany the Payment or the Payment Allocation is
                           changed by the Owner.

                           The minimum amount that may be allocated to a
                           Guarantee Period Account is shown on the
                           Specifications page.  If the Owner requests an
                           allocation less than the minimum amount, the Company
                           reserves the right to apply that amount to the
                           [money market Sub-Account.]

                           PAYMENT CREDITS

                           Each time the Owner makes a Payment to the contract,
                           the Company will credit an amount equal to or
                           greater than such Payment multiplied  by the Payment
                           Credit Percentage (see Specifications page).  This
                           amount will be credited to the contract's
                           Accumulated Value.  Each Payment Credit will be
                           allocated in the same manner as its corresponding
                           Payment.

                           The Payment Credit will be deducted from the amount
                           paid to the Owner if the Owner exercises the Right
                           To Examine Contract provision.

                           VALUES

Value of the Variable      The value of a Sub-Account on a Valuation Date is
Account                    determined by multiplying the Accumulation Units in
                           that Sub-Account by the Accumulation Unit Value as
                           of the Valuation Date.


FORM A3028-99                         11
<PAGE>

                           Accumulation Units are purchased when an amount is
                           allocated to a Sub-Account.  The number of
                           Accumulation Units purchased equals that amount
                           divided by the applicable Accumulation Unit Value as
                           of the Valuation Date.

Accumulation Unit          The value of a Sub-Account Accumulation Unit as of
Values                     any Valuation Date is determined by multiplying the
                           value of an Accumulation Unit for the preceding
                           Valuation Date by the Net Investment Factor for
                           that Valuation Period.

Net Investment Factor      The Net Investment Factor measures the investment
                           performance of a Sub-Account from one Valuation
                           Period to the next.  This factor is equal to
                           1.000000 plus the result (which may be positive or
                           negative) from dividing (a) by (b) and subtracting
                           (c) and (d) where:

                           (a) is the investment income of a Sub-Account for
                               the Valuation Period, including realized or
                               unrealized capital gains and losses during the
                               Valuation Period, adjusted for provisions made
                               for taxes, if any;

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

                           (c) is the Mortality and Expense Risk Charge
                               applicable to the current Valuation Period
                               (see Specifications page) plus any applicable
                               Rider charges; and

                           (d) is the Administrative Charge applicable to
                               the current Valuation Period (see
                               Specifications page).

                           The Company assumes the risk that its actual
                           mortality expense experience may exceed the amounts
                           provided under the contract.  The Company guarantees
                           that the charge for mortality and expense risks and
                           the administrative charge will not be increased.
                           Subject to applicable State and federal laws, these
                           charges may be decreased or the method used to
                           determine the Net Investment Factor may be changed.

Value of the Fixed         Amounts allocated to the Fixed Account receive
Account                    interest at rates periodically set by the Company.
                           The Company guarantees that the initial rate of
                           interest in effect when an amount is allocated to
                           the Fixed Account will remain in effect for that
                           amount for one year or until such amount is
                           transferred out of the Fixed Account, whichever is
                           sooner.  Thereafter, the rate of interest for that
                           amount will be the Company's current interest rate,
                           but no less than the Minimum Fixed Account
                           Guaranteed Interest Rate (see Specifications page).

                           The value of the Fixed Account on any date is the
                           sum of amounts allocated to the Fixed Account plus
                           interest compounded and credited daily at the rates
                           applicable to those amounts.  The value of the Fixed
                           Account will be at least equal to the minimum
                           required by law in the State in which this contract
                           is delivered.


FORM A3028-99                         12
<PAGE>

Value of the Guarantee     Amounts allocated to the same Guarantee Period
Period Accounts            Account on the same day will be treated as one
                           Guarantee Period Account. The interest rate in
                           effect when an amount is allocated to a Guarantee
                           Period Account is guaranteed for the duration of
                           the Guarantee Period. Each time the Guaranteed
                           Interest Rate changes for a particular Guarantee
                           Period, a new Guarantee Period Account is
                           established.

                           The value of a Guarantee Period Account on any date
                           is the sum of amounts allocated to that Guarantee
                           Period Account plus interest compounded and credited
                           daily at the rate applicable to that amount.

Guaranteed Interest        The Company will periodically set Guaranteed
Rates                      Interest Rates for each available Guarantee Period.
                           These rates will be guaranteed for the duration of
                           the respective Guarantee Periods.  A Guaranteed
                           Interest Rate will never be less than the Guarantee
                           Period Account Minimum Interest Rate (see
                           Specifications page).

Renewal Guarantee          At least 45 days (but not more than 75 days) prior
Periods                    to the end of a Guarantee Period, the Company will
                           notify the Owner in writing of the expiration of
                           that Guarantee Period.  The Owner may transfer
                           amounts to the Sub-Accounts, the Fixed Account or
                           establish a new Guarantee Period Account of any
                           duration then offered by the Company as of the day
                           following the expiration of the Guarantee Period.
                           The transfer will not be subject to a Market Value
                           Adjustment; see "Market Value Adjustment", page [8].
                           Guaranteed Interest Rates corresponding to the
                           available Guarantee Periods may be higher or lower
                           than the previous Guaranteed Interest Rates.  If
                           reallocation instructions are not received at the
                           Principal Office before the end of a Guarantee
                           Period, the Guarantee Period Account value will be
                           automatically applied to a new Guarantee Period
                           Account with the same Guarantee Period unless:

                           (a) less than the Guarantee Period Account Minimum
                               Allocation Amount (see Specifications page)
                               remains in the Guarantee Period Account on its
                               expiration date; or

                           (b) the Guarantee Period would extend beyond the
                               Annuity Date or is no longer available.

                           In such cases, the Guarantee Period Account value
                           will be transferred to the [money market
                           Sub-Account.]

Contract Fee               Prior to the Annuity Dates on each contract
                           anniversary and when the contract is surrendered,
                           the Company will deduct a Contract Fee (see
                           Specifications page) Pro Rata.


FORM A3028-99                         13
<PAGE>

                           TRANSFER

                           Prior to the Annuity Date, the Owner may transfer
                           amounts among accounts by Request to the Principal
                           Office.  Transfers to a Guarantee Period Account
                           must be at least equal to the Guarantee Period
                           Account Minimum Allocation Amount (see
                           Specifications page).  If the Owner requests the
                           transfer of a smaller amount to the Guarantee Period
                           Account, the Company may transfer that amount to the
                           [money market Sub-Account.]

                           Any transfer from a Guarantee Period Account prior
                           to the end of its Guarantee Period will be subject
                           to a Market Value Adjustment.

                           There is no charge for the first twelve transfers
                           per contract year.  A transfer charge of up to $25
                           may be imposed on each additional transfer.

                           The Company reserves the right to establish and
                           impose reasonable rules restricting transfers.  All
                           transfers are subject to the Company's consent.

                           WITHDRAWAL AND SURRENDER

                           Prior to the Annuity Date, the Owner may, by
                           Request, withdraw a part of the Surrender Value or
                           surrender the contract for its Surrender Value.

                           Any withdrawal must be at least the Minimum
                           Withdrawal Amount (see Specifications page).  A
                           withdrawal will not be permitted if the Accumulated
                           Value remaining in the contract would be less than
                           the Minimum Accumulated Value After Withdrawal (see
                           Specifications page).  The Request must indicate the
                           dollar amount to be paid and the accounts from which
                           it is to be withdrawn. A withdrawal from a Guarantee
                           Period Account will be subject to a Market Value
                           Adjustment.

                           When surrendered, this contract terminates and the
                           Company has no further liability under it.  The
                           Surrender Value will be based on the Accumulated
                           Value on the Effective Valuation Date.

                           Amounts taken from the Variable Account will be paid
                           within 7 days of the date a Request is received.
                           The Company reserves the right to delay payments
                           subject to applicable laws, rules and regulations
                           governing variable annuities.

                           Amounts taken from the Fixed Account or the
                           Guarantee Period Accounts will normally be paid
                           within 7 days of the date a Request is received.
                           The Company may defer payment for up to six months
                           from the receipt date.

                           If deferred for 30 days or more, the amount payable
                           will be credited interest at a rate of at least 3%
                           or the rate mandated by the appropriate State.


FORM A3028-99                         14
<PAGE>

Withdrawal Without         In each calendar year, withdrawals up to the
Surrender Charge           greater of (a) or (b) may be made without a
                           surrender charge where:

                           (a) is cumulative earnings excluding Payment
                               Credits, calculated by determining the
                               Accumulated Value as of the Effective Valuation
                               Date reduced by total gross payments and
                               Payment Credits not previously withdrawn; and

                           (b) is a percent (see Specifications page) of the
                               Gross Payment Base as of the Effective
                               Valuation Date, reduced by any prior Withdrawal
                               Without Surrender Charge made in the same
                               calendar year.

                           The Withdrawal Without Surrender Charge will first
                           be deducted from cumulative earnings even if it is
                           based upon (b) above.  To the extent that it exceeds
                           cumulative earnings, the excess will be considered
                           withdrawn on a last-in, first-out basis from
                           Payments not previously withdrawn.  Amounts
                           withdrawn from a Guarantee Period Account prior to
                           the end of the applicable Guarantee Period will be
                           subject to a Market Value Adjustment.

Life Expectancy            For Qualified Contracts and contracts funding
Distribution Benefit       employer-sponsored Internal Revenue Code section
                           457 plans, in each calendar year, the amount of the
                           Life Expectancy Distribution ("LED") benefit
                           available under the Company's then current LED
                           rules that exceeds the Withdrawal Without Surrender
                           Charge amount may also be withdrawn without charge.
                           Each calendar year the LED benefit available is
                           reduced by any prior Withdrawal Without Surrender
                           Charge in the same year.  LED benefits are based on
                           the life expectancy of the Owner or the joint life
                           expectancies of the Owner and the Beneficiary.

Withdrawal With            Any amounts withdrawn or surrendered in excess of
Surrender Charge           the Withdrawal Without Surrender Charge amount or
                           Life Expectancy Distribution benefit, if
                           applicable,  may be subject to a surrender charge.

                           These amounts will be taken on a first-in, first-out
                           basis from Payments not previously considered
                           withdrawn.  The Company will compute applicable
                           charges using the Surrender Charge Table (see
                           Specifications page).


FORM A3028-99                         15
<PAGE>

Waiver of Surrender        The surrender charge will be waived if an Owner, or
Charge                     the Annuitant if the Owner is a non-natural person,
                           is:

                           (a) admitted to a "medical care facility" after
                               being named Owner or Annuitant and remains
                               confined there until the later of one year
                               after the issue date or 90 consecutive days;

                           (b) first diagnosed by a licensed "physician" as
                               having a "fatal illness" after the issue date
                               and after being named Owner or Annuitant; or

                           (c) "physically disabled" after the issue date
                               and after being named Owner or Annuitant and
                               before attaining age 65.  The Company may
                               require proof of continuing disability, and
                               reserves the right to obtain an examination by
                               a licensed "physician"  of its choice and at
                               its expense.

                           "Medical care facility" means any State licensed
                           facility providing medically necessary inpatient
                           care which is prescribed by a licensed "physician"
                           in writing and based on physical limitations which
                           prohibit daily living in a non-institutional
                           setting.  "Fatal illness" means a condition
                           diagnosed by a licensed "physician" which is
                           expected to result in death within two years of the
                           diagnosis.  "Physician" means a person other than
                           the Owner, the Annuitant or a member of one of their
                           families who is State licensed to give medical care
                           or treatment and is acting within the scope of that
                           license.  "Physically disabled" means the Owner or
                           Annuitant has been unable to engage in an occupation
                           or to conduct daily activities for a period of at
                           least 12 consecutive months as a result of disease
                           or bodily injury.

                           No additional Payments are permitted after this
                           provision becomes effective.

Market Value Adjustment    A transfer, withdrawal or surrender from a Guarantee
                           Period Account after the expiration of its Guarantee
                           Period will not be subject to a Market Value
                           Adjustment.  A Market Value Adjustment will apply to
                           all other transfers, withdrawals or surrenders from
                           a Guarantee Period Account.  Amounts in a Guarantee
                           Period Account that are applied under an Annuity
                           Option are treated as withdrawals when calculating
                           the Market Value Adjustment.  The Market Value
                           Adjustment will be determined by multiplying the
                           amount taken from each Guarantee Period Account by
                           the market value factor.  The market value factor
                           for each Guarantee Period Account is equal to:

                                      n/365
                                (1+i)
                                -----
                                                  (1+j)- 1

                           where:

                                i - is the Guaranteed Interest Rate expressed
                                as a decimal (for example:  3% = 0.03) being
                                credited to the current Guarantee Period;


FORM A3028-99                         16
<PAGE>

                                j - is the new Guaranteed Interest Rate,
                                expressed as a decimal, for a Guarantee Period
                                with a duration equal to the number of years
                                remaining in the current Guarantee Period,
                                rounded to the next higher number of whole
                                years.  If that rate is not available, the
                                Company will use a suitable rate or index
                                allowed by the Department of Insurance; and

                                n - is the number of days remaining from the
                                Effective Valuation Date to the end of the
                                current Guarantee Period.

                           If the Guaranteed Interest Rate being credited is
                           lower than the new Guaranteed Interest Rate, the
                           Market Value Adjustment will decrease the Guarantee
                           Period Account value.  Similarly, if the Guaranteed
                           Interest Rate being credited is higher than the new
                           Guaranteed Interest Rate, the Market Value
                           Adjustment will increase the Guarantee Period
                           Account value.  The Market Value Adjustment will
                           never result in a change to the value more than the
                           interest earned in excess of an amount based on the
                           Guarantee Period Account Minimum Interest Rate (see
                           Specifications page).

                           DEATH BENEFIT

                           At the death of an Owner prior to the Annuity Date,
                           the Company will pay to the Beneficiary a Death
                           Benefit upon receipt at the Principal Office of
                           proof of death.  If the Owner is a non-natural
                           person, prior to the Annuity Date, a Death Benefit
                           is paid on the death of an Annuitant upon receipt at
                           the Principal Office of proof of death.

Death Benefit              The Death Benefit will be the greater of:

                           (a) the Accumulated Value on the Effective
                               Valuation Date, increased by any positive
                               Market Value Adjustment; or

                           (b) the sum of the gross payments made under this
                               contract prior to the date of death,
                               proportionately reduced to reflect all partial
                               withdrawals.

                               For each withdrawal, the proportionate
                               reduction is calculated by multiplying  the
                               Death Benefit under the (b) option, immediately
                               prior to the withdrawal, by the following:

                                     Amount of the withdrawal
                                     ------------------------
                                   Accumulated Value immediately
                                      prior to the withdrawal


FORM A3028-99                         17
<PAGE>

Payment of the Death       Unless the Owner has specified otherwise, the Death
Benefit                    Benefit will be paid to the Beneficiary within 7
                           days of the Effective Valuation Date.
                           Alternatively, the Beneficiary may, by a Request in
                           writing, elect to:

                           (a) defer distribution of the Death Benefit for a
                               period no more than 5 years from the date of
                               death; or

                           (b) receive distributions over his/her life
                               expectancy (or over a period not extending
                               beyond such life expectancy).  Distributions
                               must begin within one year from the date of
                               death.

                           If distribution of the Death Benefit is deferred
                           under (a) or (b), any value in the Guarantee Period
                           Accounts will be transferred to the [money market
                           Sub-Account].  The excess, if any, of the Death
                           Benefit over the Accumulated Value will also be
                           transferred to the [money market Sub-Account.]  The
                           Beneficiary may, by Request, effect transfers and
                           withdrawals, but may not make additional Payments.
                           If there are multiple Beneficiaries, the consent of
                           all is required.

                           If the sole Beneficiary is the deceased Owner's
                           spouse, the Beneficiary may, by Request in writing,
                           continue the contract and become the new Owner and
                           Annuitant subject to the following:

                           (a) any value in the Guarantee Period Accounts
                               will be transferred to the [money market
                               Sub-Account];

                           (b) the excess, if any, of the Death Benefit over
                               the contract's Accumulated Value will also be
                               transferred to the [money market Sub-Account];

                           (c) additional Payments may be made; and

                           (d) any subsequent spouse of the new Owner, if
                               named as the Beneficiary, may not continue the
                               contract.


FORM A3028-99                         18
<PAGE>

                               THE PAYOUT PHASE


                           ANNUITY BENEFIT

Annuity Options            Annuity Options are available on a fixed, variable
                           or combination fixed and variable basis.  The
                           Annuity Options described below or any alternative
                           option offered by the Company may be chosen.  If no
                           option is chosen, monthly annuity benefit payments
                           will be made under the Fixed Life Annuity with Cash
                           Back option.

                           The Owner may also elect to have the Death Benefit
                           applied under any Annuity Option not extending
                           beyond the Beneficiary's life expectancy.  Such an
                           election may not be altered by the Beneficiary.

                           Fixed annuity options are funded through the General
                           Account.  Variable annuity options may be funded
                           through one or more of the Sub-Accounts.  Not all
                           Sub-Accounts may be made available.

Selection of Annuity       The Owner must select an Annuity Benefit Payment
Benefit Payments           Option (see page 24 for a list of such options).
                           Annuity benefit payments will be paid monthly or at
                           any other frequency currently offered by the
                           Company.  If the first payment would be less than
                           the Minimum Annuity Benefit Payment (see
                           Specifications page), a single payment will be made
                           instead.  If a life annuity option has been
                           elected, satisfactory proof of the date of birth of
                           the Annuitant must be received at the Principal
                           Office before any payment is made. Also, if a life
                           annuity option has been elected, the Company may
                           require from time to time satisfactory proof that
                           the Annuitant is alive.

Annuity Benefit            In the case of a variable annuity option, the Owner
Payment Change Frequency   must select an Annuity Benefit Payment Change
                           Frequency.  This is the frequency of change in the
                           dollar value of the variable annuity benefit
                           payments.  For example, if an annual Annuity
                           Benefit Payment Change Frequency is chosen, the
                           dollar value of variable annuity benefit payments
                           will remain constant within each one-year period.
                           The Owner must also select the date of the first
                           change.

Assumed Investment         In the case of a variable annuity option, the Owner
Return                     must select an Assumed Investment Return ("AIR").
                           This rate is used to determine the initial variable
                           annuity benefit payment and how the payment will
                           change over time in response to the performance of
                           the selected Sub-Accounts.  If the actual
                           performance of the selected Sub-Account (as
                           measured by the Net Investment Factor) is equal to
                           the AIR, the annuity benefit payment attributable
                           to that Sub-Account will be constant.  If the
                           actual performance is greater than the AIR, the
                           annuity benefit payment will increase. If the
                           actual performance is less than the AIR, the
                           annuity benefit payment will decrease.

Reversal of Decision       The Owner may reverse the decision to annuitize by
To Annuitize               a Request in writing within 90 days after the
                           Annuity Date.  Upon receipt of such notice, the
                           Company will place the contract back to the
                           Accumulation Phase subject to the following:


FORM A3028-99                         19
<PAGE>

                           (a) The funds applied under a variable annuity
                               option during this period will be treated as if
                               they had been invested in the Accumulation
                               Phase of the contract, with the same
                               allocations that were in effect since the
                               Annuity Date.

                           (b) The funds applied under a fixed annuity
                               option during this period will be treated as if
                               they had been invested in the Accumulation
                               Phase of the contract in the Fixed Account,
                               since the Annuity Date.

                           (c) Any annuity benefit payment paid or
                               withdrawal taken during this period will
                               treated as a withdrawal of the Surrender Value
                               as of the date of the payment or withdrawal.
                               Fixed annuity benefit payments will be treated
                               as withdrawals from the Fixed Account. Variable
                               annuity benefit payments will be treated as
                               withdrawals from the variable Sub-Accounts.
                               Surrender charges may apply to these
                               withdrawals.

                           (d) If the Company learns of the Owner's
                               decision to reverse after the Maximum
                               Alternative Annuity Date (see Specifications
                               page) the Owner must immediately select another
                               Annuity Benefit Payment Option.

Annuity Value              The Annuity Value will be the Accumulated Value,
                           after application of any applicable Market Value
                           Adjustment less any applicable premium tax.  For a
                           Death Benefit annuity, the Annuity Value will be the
                           amount of the Death Benefit, less any applicable
                           premium tax.  The Annuity Value applied under a
                           variable Annuity Option is based on the Accumulation
                           Unit Value on a Valuation Date not more than four
                           weeks, uniformly applied, before the Annuity Date.

                           The amount of the first annuity benefit payment
                           under all available options except period certain
                           options will depend on the age and/or sex of the
                           Annuitant on the Annuity Date and the Annuity  Value
                           applied.  Period certain options are based only on
                           the duration of payments and the Annuity Value.

Annuity Unit Values        A Sub-Account Annuity Unit Value on any Valuation
                           Date is equal to its value on the preceding
                           Valuation Date multiplied by the product of:

                           (a) a discount factor equivalent to the Assumed
                               Investment Return; and

                           (b) the Net Investment Factor of the Sub-Account
                               funding the annuity benefit payments for the
                               applicable Valuation Period.

                           The value of an Annuity Unit as of any date other
                           than a Valuation Date is equal to its value as of
                           the preceding Valuation Date.

                           Each variable annuity benefit payment is equal to
                           the number of Annuity Units multiplied by the
                           applicable value of an Annuity Unit, except that
                           under a Joint and Survivor Option, after the first
                           death, the number of units in each payment is equal
                           to the total number of units multiplied by the
                           Survivor Annuity Benefit Percentage.


FORM A3028-99                         20
<PAGE>

                           Variable annuity benefit payments will increase or
                           decrease with the value of the Annuity Units as of
                           the date of the first payment of each Annuity
                           Benefit Payment Change Frequency.  The Company
                           guarantees that the amount of each variable annuity
                           benefit payment will not be affected by changes in
                           mortality and expense experience.

Number of Annuity Units    For each Sub-Account the number of Annuity Units
                           determining the benefit payable is equal to the
                           amount of the first annuity benefit payment divided
                           by the value of the Annuity Unit as of the Valuation
                           Date used to calculate the amount of the first
                           payment.  Once annuity benefit payments begin, the
                           number of Annuity Units will not change unless a
                           split, a withdrawal or a transfer is made.

Payment of Annuity         Annuity benefit payments are paid to the Owner.  By
Benefit Payments           request in writing, the Owner may direct that
                           payments are made to another person, persons or
                           entity.  If an Owner, who is not also an Annuitant,
                           dies on or after the Annuity Date, the following
                           occurs:

                           (a) If the deceased Owner was the sole Owner,
                               then the remaining annuity benefit payments
                               will be payable to the Beneficiary in
                               accordance with the terms of the Annuity Option
                               selected.  Upon the death of a sole Owner, the
                               Beneficiary becomes the Owner of the contract.

                           (b) If the contract has joint Owners, then the
                               remaining annuity benefit payments will be
                               payable to the surviving joint Owner in
                               accordance with the terms of the Annuity Option
                               selected.  Upon the death of the surviving
                               joint Owner, the Beneficiary becomes the Owner
                               of the contract.

                           TRANSFER

                           After the Annuity Date and prior to the death of the
                           Annuitant, the Owner may transfer among Sub-Accounts
                           by Request to the Principal Office.

                           Transfers may increase or decrease the number of
                           Annuity Units in each subsequent payment.

                           There is no charge for the first twelve transfers
                           per contract year.  A transfer charge of up to $25
                           may be imposed on each additional transfer.

                           The Company reserves the right to establish and
                           impose reasonable rules restricting transfers.  All
                           transfers are subject to the Company's consent.

                           WITHDRAWAL

                           After the Annuity Date and prior to the death of the
                           Annuitant, the Owner may have the right, based on
                           the Annuity Option selected, to make withdrawals.
                           If the Death Benefit is applied under an Annuity
                           Option the Beneficiary may also make withdrawals in
                           accordance with this provision.


FORM A3028-99                         21
<PAGE>

                           Amounts withdrawn that were applied under a variable
                           Annuity Option will be paid within 7 days of the
                           date a Request is received.  The Company reserves
                           the right to delay payments subject to applicable
                           laws, rules and regulations governing variable
                           annuities.

                           Amounts withdrawn that were applied under a fixed
                           Annuity Option will normally be paid within 7 days
                           of the date a Request is received.  The Company may
                           defer payment for up to six months from the date a
                           Request is received.  If deferred for 30 days or
                           more, the amount payable will be credited interest
                           at a rate of at least 3% or the appropriate rate
                           mandated by the State.

                           Only one Request for withdrawal under each of the
                           following provisions may be made each calendar year.

Payment Withdrawal         Each calendar year, the Owner can request a
Amount Option              withdrawal up to an amount equal to the Payment
                           Withdrawal Amount (see Specifications page)
                           multiplied by the previous annuity benefit payment.

                           For fixed Annuity Options, each withdrawal
                           proportionately reduces the dollar amount of each
                           future annuity benefit payment.  The proportionate
                           reduction is calculated by multiplying the dollar
                           amount of each future annuity benefit payment by the
                           following:

                                     Amount of the withdrawal
                                     ------------------------
                                  Present Value of all remaining
                                  fixed annuity benefit payments
                                immediately prior to the withdrawal.

                           For variable Annuity Options, each withdrawal
                           proportionately reduces the number of Annuity Units
                           in each future annuity benefit payment.  The
                           proportionate reduction is calculated by multiplying
                           the number of Annuity Units in each future annuity
                           benefit payment by the following:

                                     Amount of the withdrawal
                                     ------------------------
                                  Present Value of all remaining
                                variable annuity benefit payments
                              immediately prior to the withdrawal.

Present Value              Over the life of the contract, for period certain,
Withdrawal Option          life with period certain and cash back Annuity
                           Options when there are remaining guaranteed
                           payments, the Owner may request withdrawals which
                           represent a percentage of the Present Value of
                           those remaining guaranteed annuity benefit
                           payments.  Each year a withdrawal is taken under
                           this provision, the Company records the percentage
                           withdrawn.  Each withdrawal proportionately reduces
                           future annuity benefit payments.  (See
                           proportionate reduction calculation below.)  The
                           total percentage withdrawn over the life of the
                           contract cannot exceed the Present Value Withdrawal
                           Amount (see Specifications page).


FORM A3028-99                         22
<PAGE>

                           For fixed Annuity Options, each withdrawal
                           proportionately reduces the dollar amount of  each
                           future annuity benefit payment.  The proportionate
                           reduction is calculated by multiplying the dollar
                           amount of each future annuity benefit payment by the
                           following:

                                     Amount of the withdrawal
                                     ------------------------
                                  Present Value of all remaining
                             fixed guaranteed annuity benefit payments
                               immediately prior to the withdrawal.

                           For variable Annuity Options, each withdrawal
                           proportionately reduces any remaining guaranteed
                           payments.  The proportionate reduction is calculated
                           by multiplying the number of Annuity Units in each
                           future annuity benefit payment by the following:

                                     Amount of the withdrawal
                                     ------------------------
                                  Present Value of all remaining
                            variable guaranteed annuity benefit payments
                               immediately prior to the withdrawal.

                           If an Annuitant is still living after there are no
                           remaining guaranteed payments under a life with
                           period certain or life with cash back payout:

                           (a) for variable Annuity Options, the number of
                               Annuity Units will increase to the number of
                               Annuity Units payable prior to any withdrawals,
                               adjusted for transfers.

                           (b) for fixed Annuity Options, the dollar amount
                               of the annuity benefit payments will increase
                               to the amount payable prior to any withdrawals,
                               adjusted for transfers.

                           PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS

                           For a variety of purposes, it is at times necessary
                           to determine the Present Value of either all future
                           annuity benefit payments or of future guaranteed
                           annuity benefit payments.  Present Values are
                           calculated based on the Annuity 2000 Mortality
                           Table, male, female or unisex rates as appropriate,
                           and the interest rate or AIR used to determine the
                           annuity benefit payments increased by the following
                           adjustments:

Adjustment
<TABLE>
                           <S>                                                                      <C>
                           Death of the Annuitant                                                   0.00%
                           Withdrawals
                                 5 or more years after the issue date                               0.00%
                                 Within 5 years of issue date:
                                      15 or more years of annuity benefit payments being valued     1.00%
                                      10-14 years of annuity benefit payments being valued          1.50%
                                      Less than 10 years of annuity benefit payments being valued   2.00%
</TABLE>

                           DEATH OF THE ANNUITANT

                           Unless otherwise indicated by the Owner, upon the
                           death of the Annuitant, the Present Value of the
                           remaining guaranteed annuity benefit payments may be
                           paid to the Owner.


FORM A3028-99                         23
<PAGE>

                           ANNUITY BENEFIT PAYMENT OPTIONS

                           PERIOD CERTAIN ANNUITY:

                           Periodic annuity benefit payments for a chosen
                           number of years.  The number of years selected may
                           be from 5 to 30.

                           LIFE ANNUITY:

                           (a) Single Life - Periodic annuity benefit
                               payments during the Annuitant's life.  The
                               annuity benefit payments do not continue after
                               the death of the Annuitant.

                           (b) Joint and Survivor - Periodic annuity benefit
                               payments during the joint lifetime of the joint
                               Annuitants.  For variable options, after the
                               first death, the number of units in each
                               payment during the lifetime of the survivor is
                               equal to the total number of units multiplied
                               by the Survivor Annuity Benefit Percentage.
                               For fixed options, after the first death, the
                               dollar amount of each payment during the
                               lifetime of the survivor is equal to the dollar
                               value of each payment paid prior to such death
                               multiplied by the Survivor Annuity Benefit
                               Percentage.

                           ANNUITY BENEFIT PAYMENT GUARANTEE OPTIONS

                           If a life Annuity Option has been elected, the Owner
                           may also select one of the following guarantees:

                           PERIOD CERTAIN

                           Periodic guaranteed payments for a period of ten
                           years, or any other period currently made available
                           by the Company.

                           CASH BACK:

                           Upon notification of the Annuitant's death, any
                           excess of the Annuity Value applied over the total
                           amount of annuity benefit payments made will be paid
                           to the Owner or Beneficiary, whichever is
                           applicable.

                           ANNUITY OPTION RATES

                           The first variable annuity benefit payment will be
                           based on the Annuity Option Rates made available by
                           the Company on the rate basis available at the time
                           the Annuity Option is selected.  The fixed annuity
                           benefit payments will be based on the greater of
                           the guaranteed Annuity Option Rates shown in the
                           tables on the following pages or the Company's
                           non-guaranteed current Annuity Option Rates
                           applicable to this class of contracts.  The Company
                           guarantees that once an Annuity Option is selected,
                           the annuity benefit payments will not be affected
                           by changes in mortality and expense experience.


FORM A3028-99                         24
<PAGE>

                             ANNUITY OPTION TABLES

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

<TABLE>
<CAPTION>
      Age                Life Annuity with                            Life                                Life Annuity
    Nearest             Payments Guaranteed                          Annuity                              with Cashback
    Payment                 for 10 Years

                  Male        Female       Unisex         Male        Female       Unisex        Male        Female        Unisex
    <S>           <C>         <C>          <C>            <C>         <C>          <C>           <C>         <C>           <C>
      50          4.05         3.81         3.91          4.08         3.83         3.93         3.90         3.72          3.79

      51          4.11         3.87         3.97          4.15         3.89         3.99         3.96         3.77          3.85
      52          4.18         3.93         4.03          4.22         3.95         4.06         4.01         3.82          3.90
      53          4.25         3.99         4.10          4.30         4.01         4.13         4.07         3.88          3.96
      54          4.33         4.06         4.17          4.38         4.08         4.20         4.14         3.94          4.02
      55          4.41         4.13         4.24          4.46         4.15         4.28         4.20         3.99          4.07

      56          4.49         4.20         4.32          4.55         4.23         4.36         4.27         4.06          4.14
      57          4.58         4.28         4.40          4.65         4.31         4.45         4.34         4.12          4.21
      58          4.68         4.36         4.49          4.75         4.40         4.54         4.42         4.19          4.28
      59          4.78         4.45         4.58          4.86         4.49         4.64         4.50         4.26          4.36
      60          4.88         4.54         4.67          4.98         4.59         4.74         4.58         4.34          4.44

      61          4.99         4.63         4.77          5.10         4.69         4.85         4.67         4.42          4.52
      62          5.10         4.73         4.88          5.23         4.80         4.97         4.76         4.50          4.60
      63          5.23         4.84         4.99          5.37         4.92         5.10         4.85         4.59          4.69
      64          5.35         4.95         5.11          5.52         5.04         5.24         4.95         4.68          4.79
      65          5.48         5.07         5.24          5.69         5.18         5.38         5.06         4.78          4.89

      66          5.62         5.20         5.37          5.86         5.32         5.54         5.17         4.89          5.00
      67          5.77         5.33         5.51          6.04         5.47         5.70         5.28         4.99          5.11
      68          5.92         5.47         5.65          6.24         5.64         5.88         5.40         5.11          5.23
      69          6.07         5.62         5.80          6.45         5.82         6.07         5.52         5.23          5.35
      70          6.23         5.78         5.96          6.67         6.01         6.27         5.66         5.36          5.48

      71          6.39         5.94         6.12          6.90         6.21         6.49         5.79         5.49          5.61
      72          6.56         6.11         6.29          7.16         6.44         6.72         5.94         5.63          5.75
      73          6.73         6.29         6.47          7.43         6.68         6.98         6.09         5.78          5.90
      74          6.90         6.48         6.65          7.71         6.94         7.25         6.24         5.94          6.06
      75          7.08         6.67         6.83          8.02         7.22         7.54         6.41         6.11          6.23
</TABLE>



             These tables are based on an annual interest rate of 3%
                   and the Annuity 2000 Mortality Tables.


FORM A3028-99                         25
<PAGE>

                       ANNUITY OPTION TABLES (CONTINUED)

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


                        Joint and Survivor Life Annuity
                                    Older Age


                   50        55     60        65       70          75       80

   Y     50       3.53      3.61     3.68      3.73     3.76     3.79      3.80
   O
   U     55                 3.77     3.88      3.97     4.04     4.08      4.11
   N
   G     60                          4.10      4.25     4.36     4.45      4.50
   E
   R     65                                    4.55     4.74     4.90      5.01

         70                                             5.16     5.43      5.64
   A
   G     75                                                      6.02      6.41
   E
         80                                                                7.25



                   Joint and Two-Thirds Survivor Life Annuity
                                    Older Age


                   50        55     60        65       70          75       80

   Y     50       3.80      3.93     4.09      4.25     4.43     4.61      4.80
   O
   U     55                 4.11     4.29      4.49     4.70     4.91      5.13
   N
   G     60                          4.53      4.77     5.02     5.29      5.55
   E
   R     65                                    5.09     5.42     5.75      6.07

   A     70                                             5.88     6.31      6.75
   G
   E     75                                                      6.99      7.59

         80                                                                8.58



             These tables are based on an annual interest rate of 3%
                    and the Annuity 2000 Mortality Tables.


FORM A3028-99                         26
<PAGE>

                      ANNUITY OPTION TABLES (CONTINUED)


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


                       Number         Variable or Certain Annuity
                      of Years           for a Certain Period

                          5                    17.91

                         10                     9.61

                         15                     6.87

                         20                     5.51

                         25                     4.71

                         30                     4.18



             These tables are based on an annual interest rate of 3%.
                    and the Annuity 2000 Mortality Tables.


FORM A3028-99                         27
<PAGE>

                              GENERAL PROVISIONS

Entire Contract            The entire contract consists of this contract, any
                           application attached at issue, riders,
                           Specifications pages and endorsements.

Misstatement of Age        If the age or sex of an individual is misstated,
or Sex                     the Company will adjust all benefits payable to
                           that which would be available at the correct age or
                           sex.  Any underpayments already made by the Company
                           will be paid immediately.  Any overpayments will be
                           deducted from future annuity benefit payments.

Failure to Notify Company  After the Annuity Date and once notified of the
of Annuitant Death         Annuitant's death, the Company reserves the right
                           to recover any overpaid annuity benefit payments.

Modifications              Only the President or Vice President of the Company
                           may modify or waive any provisions of this contract.
                           Agents or Brokers are not authorized to do so.

Incontestability           The Company cannot challenge the validity of this
                           contract after it has been in force for more than
                           two years from the issue date.

Change of Annuity Date     The Owner may change the Annuity Date by Request at
                           any time after the issue date.  The request must be
                           received at the Principal Office at least one month
                           before the new Annuity Date.  To the extent
                           permitted by applicable laws, rules and regulations
                           governing variable annuities, the new Annuity Date
                           must be no later than the Maximum Alternative
                           Annuity Date shown on the Specifications page.

Minimums                   All values and benefits available under this
                           contract equal or exceed those required by the State
                           in which the contract is delivered.

Annual Report              The Company will furnish an annual report to the
                           Owner containing a statement of the number and value
                           of Accumulation Units credited to the Sub-Accounts,
                           the value of the Fixed Account and the Guarantee
                           Period Accounts and any other information required
                           by applicable law, rules and regulations.

Addition, Deletion, or     The Company reserves the right, subject to
Substitution of            compliance with applicable law, to add to, delete
Investments                from, or substitute for the shares of a Fund that
                           are held by the Sub-Accounts or that the
                           Sub-Accounts may purchase.  The Company also
                           reserves the right to eliminate the shares of any
                           Fund no longer available for investment or if the
                           Company believes further investment in the Fund is
                           no longer appropriate for the purposes of the
                           Sub-Accounts.


FORM A3028-99                         28
<PAGE>

                           The Company will not substitute shares attributable
                           to any interest in a Sub-Account without notice to
                           the Owner and prior approval of the Securities and
                           Exchange Commission as required by the Investment
                           Company Act of 1940.  This will not prevent the
                           Variable Account from purchasing other securities
                           for other series or classes of contracts, or from
                           permitting a conversion between series or classes of
                           contracts on the basis of requests made by Owners.

                           The Company reserves the right, subject to
                           compliance with applicable laws, to establish
                           additional Separate Accounts, Guarantee Period
                           Accounts and Sub-Accounts and to make them available
                           to any class or series of contracts as the Company
                           considers appropriate.  Each new Separate Account or
                           Sub-Account will invest in a new investment company,
                           or in shares of another open-end investment company,
                           or such other investments as may be permitted under
                           applicable law.  The Company also reserves the right
                           to eliminate or combine existing Sub-Accounts and to
                           transfer the assets of any Sub-Accounts to any other
                           Sub-Accounts.  In the event of any substitution or
                           change, the Company may, by appropriate notice, make
                           such changes in this and other contracts as may be
                           necessary or appropriate to reflect the substitution
                           or change.  If the Company considers it to be in the
                           best interests of the owners, the Variable Account
                           or any Sub-Account may be operated as a management
                           company under the Investment Company Act of 1940 or
                           in any other form permitted by law, or may be
                           de-registered under the Act in the event
                           registration is no longer required, or may be
                           combined with other accounts of the Company.

Changes in Law             The Company reserves the right to make any changes
                           to provisions of the contract to comply with, or
                           give Owners the benefit of, any federal or State
                           statute, rule, or regulation.

Change of Name             Subject to compliance with applicable law, the
                           Company reserves the right to change the names of
                           the Variable Account or the Sub-Accounts.

Federal Tax                The Variable Account is not currently subject to
Considerations             tax, but the Company reserves the right to assess a
                           charge for taxes if the Variable Account becomes
                           subject to tax.

Splitting of Units         The Company reserves the right to split the value of
                           a unit, either to increase or decrease the number of
                           units.  Any splitting of units will have no material
                           effect on the benefits, provisions or investment
                           return of this contract or upon the Owner, the
                           Annuitant, any Beneficiary, or the Company.

Insulation of Separate     The investment performance of Separate Account
Account                    assets is determined separately from the other
                           assets of the Company. The assets of a Separate
                           Account equal to the reserves and liabilities of
                           the contracts supported by the account will not be
                           charged with liabilities from any other business
                           that the Company may conduct.


FORM A3028-99                         29
<PAGE>

































            Flexible Payment Deferred Variable and Fixed Annuity
            Annuity Benefit Payments Payable on the Annuity Date
   Death Benefit Payable to Beneficiary if Owner Dies prior to Annuity Date
                              Non-Participating


FORM A3028-99                         30

<PAGE>

                                                                 Exhibit 4(b)

                                 SPECIFICATIONS

<TABLE>
<CAPTION>
<S>                                                   <C>
Contract Type:[Non Qualified]                         Contract Number:[00000000000]
Issue Date:[04/01/1999]                               Annuity Date:[10/01/2025]
                                                      (Must be at least [2] years after issue date)

Owner:[John Doe]                                      Owner Date of Birth:[10/25/1960]
Joint Owner:[Jack Doe]                                Joint Owner Date of Birth:[07/12/1960]

Annuitant:[Mary Doe]                                  Annuitant Date of Birth:[03/19/1945]
Joint Annuitant:[Michael Doe]                         Joint Annuitant Date of Birth:[08/20/1954]

Annuitant Sex:[Female]                                Beneficiary(ies):
Joint Annuitant Sex:[Male]                            Primary:Surviving Joint Owner, if any
                                                      1st Contingent:[Michael Doe]
                                                      2nd Contingent:[Jack Doe]

Payment Credit Percentage:                            [No less than 5% of each payment under $x]
                                                      [No less than 5% of each payment
                                                      equal to or over $x]

Minimum Fixed Account                                 Minimum Additional Payment
Guaranteed Interest Rate:[3%]                         Amount:[$100.00]

Guarantee Period Account                              Guarantee Period Account
Minimum Interest Rate:[3%]                            Minimum Allocation Amount:[$1,000.00]

Minimum Withdrawal                                    Minimum Accumulated Value
Amount:[$100.00]                                      After Withdrawal:[$1,000.00]

Minimum Annuity                                       Maximum Alternative Annuity Date:[04/01/2045]
Benefit Payment:[$50.00]                              (Must be at least [2] years after the issue date)

Surrender Charge Table:

<CAPTION>
                   Years From                  Surrender Charge as a
                 Date of Payment              Percent of the Payments
              To Date of Withdrawal                  Withdrawn
             <S>                                  <C>
                 [Less than: 1                         8 1/2%
                             2                         8 1/2%
                             3                         8 1/2%
                             4                         8 1/2%
                             5                         7 1/2%
                             6                         6 1/2%
                             7                         5 1/2%
                             8                         3 1/2%
                             9                         1 1/2%
                    Thereafter                        0%"""""]
</TABLE>

Withdrawal Without Surrender Charge Percentage:"[15% of Gross Payment Base]
Mortality and Expense Risk Charge:"[1.25%] on an annual basis of the daily value
of the Sub-Account assets.
Administrative Charge:"[1.5%] on an annual basis of the daily value of the
Sub-Account assets.
Contract Fee:"[$35, if the Accumulated Value is less than $75,000.00. Waived for
401(k)s.]
Principal Office:"440 Lincoln St, Worcester, Massachusetts 01653. ({PROD PHONE})

FORM A8028-99                          3             {JURISDICTION}({FORM PROD})

<PAGE>

                           SPECIFICATIONS (CONTINUED)

Owner:[John Doe]                                 Contract Number:[00000000000]

Joint Owner:[Jack Doe]

Initial Payment:[$25,000.00]

Payment Allocation: (The Initial Payment is allocated in the following manner:)

                 VARIABLE SUB-ACCOUNTS:
[Select Emerging Markets                         Select Gr. & Inc.
Select Int'l Equity                              Fidelity VIP Eq. Inc.
T. Rowe Price Int'l                              Fidelity VIP High Inc.
Select Aggr. Growth                              Select Income
Select Capital Appr.
Select Value Opp.                                Allmerica Money Market]
Select Growth
Select Strategic Gr.
Fidelity VIP Growth

                  FIXED ACCOUNT
FORM A8028-99                          4

<PAGE>

                           SPECIFICATIONS (CONTINUED)

Owner:[John Doe]                                 Contract Number:[00000000000]

Joint Owner:[Jack Doe]




                  GUARANTEE PERIOD ACCOUNTS

                                            GUARANTEE      INTEREST  EXPIRATION
                                            "PERIOD"RATE   "DATE

                  ["2 years
                   "3 years
                   "4 years
                   "5 years
                   "6 years
                   "7 years
                   "8 years
                   "9 years
                   10 years]
                   ----
                                 100%              TOTAL
FORM A8028-99                          5

<PAGE>

                           SPECIFICATIONS (CONTINUED)

Owner:[John Doe]                                 Contract Number:[00000000000]

Joint Owner:[Jack Doe]



RIDER(S) SELECTED:

<TABLE>
<CAPTION>
<S>                                              <C>
[Enhanced Death Benefit Rider:]

                                                 [EDB Effective Annual Yield     [5%]]
                                                 [EDB Charge:   [.25%] on an annual basis of the Accumulated Value
                                                 of the contract deducted Pro Rata on the last day of each contract
                                                 month]

[Minimum Guaranteed Annuity Payout Rider:]

                                                 [M-GAP Effective Date:  04/01/1999
                                                 M-GAP Waiting Period:   [10] years
                                                 M-GAP Effective Annual Yield:  [5%]
                                                 M-GAP Annual Rider Charge:  [x%]]

[Guaranteed Principal Protection Rider:]

                                                 [GPP Effective Date:   04/01/1999
                                                 GPP Waiting Period:    [10] years
                                                 GPP Principal Protection Rate:   [100%]
                                                 GPP Annual Rider Charge:   [x%]]

                  ACCOUNTS:
                  ---------
[Select Emerging Markets                         Select Gr. & Inc.
Select Int'l Equity                              Fidelity VIP Eq. Inc.
T. Rowe Price Int'l                              Fidelity VIP High Inc.
Select Aggr. Growth                              Select Income
Select Capital Appr.
Select Value Opp.                                Allmerica Money Market]
Select Growth
Select Strategic Gr.
Fidelity VIP Growth
</TABLE>

FORM A8028-99                          6

<PAGE>

                           SPECIFICATIONS (SUPPLEMENT)

<TABLE>
<CAPTION>

<S>                                              <C>
Contract Type:[Non Qualified]                    Contract Number:[0000000000]

Owner:[John Doe]                                 Owner Date of Birth:[10/25/1960]
Joint Owner:[Jack Doe]                           Joint Owner Date of Birth:[07/12/1960]

Annuitant:[Mary Doe]                             Annuitant Date of Birth:[03/19/1945]
Joint Annuitant:[Michael Doe]                    Joint Annuitant Date of Birth:[08/20/1954]

Annuitant Sex:[Female]                           Beneficiary(ies):
Joint Annuitant Sex:[Male]                       Primary:Surviving Joint Owner, if any
                                                 1st Contingent:[Michael Doe]
                                                 2nd Contingent:[Jack Doe]

Payee:                                           [John Doe]
Payee Address:                                   [1 Main St, Anywhere, USA  00000]

Annuity Date:                                            [07/06/1999]
Expiration of 90-Day Period:                             [10/06/1999]

Annuity Benefit Payment Option:                          [Joint with 2/3 Survivor Option]
                                                         Survivor Annuity Benefit Percentage:      [66 2/3%]
                                                         Percentage under a Fixed Annuity Option:  [30%]
                                                         Percentage under a Variable Annuity Option:   [70%]
                                                         Assumed Investment Return:   [4%]
                                                         Annuity Benefit Payment Change Frequency
                         :                                      [Annual, beginning on 07/07/2000]
                                                         Annuity Benefit Frequency:     [Monthly, Quarterly,
                                                         Semi-annual, Annual]

                  Variable Allocation on Annuity Date:

                  "SUB-ACCOUNTS
                           [Select Emerging Markets             Select Gr. & Inc.
                           Select Int'l Equity                  Fidelity VIP Eq. Inc.
                           T. Rowe Price Int'l                  Fidelity VIP High Inc.
                           Select Aggr. Growth                  Select Income
                           Select Capital Appr.
                           Select Value Opp.                    Allmerica Money Market]
                           Select Growth
                           Select Strategic Gr.
                           Fidelity VIP Growth

</TABLE>

FORM A8028-99                          3A

<PAGE>

                           SPECIFICATIONS (SUPPLEMENT)

<TABLE>
<CAPTION>

             <S>                                         <C>

            [Variable Annuitization Rider:]

            "[Payment Rachet:
                                                          APR Maximum Benefit Increase Percentage:    [x%]
            "[Payment Floor:
                                                          MAF Amount:    [$xxx]

                                                   Amount of First Monthly Annuity Benefit Payment:   [$xxx]

[Without the rider, the first monthly annuity benefit payment would have been $xxx]

Payment Withdrawal Amount:                            [[x] times the previous annuity benefit payment but not
                                                      more than the remaining guaranteed annuity benefit
                                                      payments.]

Present Value Withdrawal Amount:                      [[x%] of Present Value of remaining guaranteed
                                                      annuity payments.]

Mortality and Expense Risk Charge:      [1.25%]on an annual basis of the daily value of the Sub-Account assets.

Administrative Charge:                  [.15%]on an annual basis of the daily value of the Sub-Account assets.

Principal Office:                       440 Lincoln Street, Worcester, Massachusetts 01653. ({PROD PHONE})

FORM A8028-99                          4A
</TABLE>


<PAGE>

            ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                    ENHANCED DEATH BENEFIT "EDB" RIDER

OVERVIEW:

The EDB Rider ("Rider") is an optional rider the Owner has selected.  It
provides an enhanced Death Benefit, which guarantees [5%] growth and provides
a ratchet.

APPLICABILITY:

The Rider is made a part of the contract to which it is attached and is
effective on the issue date.

BENEFIT:

The "Death Benefit" provision on [page XX] of the contract is replaced by the
following:

I.   If an Owner, or an Annuitant if the Owner is a non-natural person, dies
     before the Annuity Date and before his/her [90th  birthday, the Death
     Benefit will be the greatest of:

     (a)   the Accumulated Value on the Effective Valuation Date increased
           for any positive Market Value Adjustment ("MVA");

     (b)   gross payments accumulated daily at the "EDB Effective Annual
           Yield" shown on the Specifications page, starting on the Effective
           Valuation Date of each gross payment and ending on the date of death,
           proportionately reduced for subsequent withdrawals; and

     (c)   the highest Accumulated Value on any contract anniversary prior to
           the date of death, as determined after being increased for any
           positive MVA and subsequent payments and proportionately reduced
           for subsequent withdrawals.

II.  If an Owner, or an Annuitant if the Owner is a non-natural person, dies
     before the Annuity Date but after his/her [90th   birthday, the death
     benefit will be the greater of:

      (a)   the Accumulated Value on the Effective Valuation Date increased for
            any positive MVA; or

      (b)   the Death Benefit, as calculated under Section I, that would have
            been payable on the contract anniversary prior to the deceased's
            [90th  birthday, increased for subsequent payments and
            proportionately reduced for subsequent withdrawals.

PROPORTIONATE REDUCTION:

Sections I(b), I(c) and II(b) refer to a proportionate reduction.  This
proportionate reduction is calculated by multiplying the (b) or (c) value,
whichever is applicable, determined immediately prior to the withdrawal by
the following:

                               Amount of the withdrawal
                               -----------------------
             Accumulated Value determined immediately prior to the withdrawal


FORM 3263-99

<PAGE>

CHARGE FOR BENEFIT:

While this Rider is in effect, the Company will assess the EDB Charge (see the
Specifications page).

TERMINATION:

This Rider will terminate on the earliest of the following:

     (a)   the Annuity Date;

     (b)   when a Death Benefit is payable and the contract is not continued
           under a spousal takeover; or

     (c)   surrender of the contract.


                                Signed for the Company at Dover, Delaware

FORM 3263-99


<PAGE>
                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                         ENHANCED DEATH BENEFIT "EDB" RIDER

OVERVIEW:

The EDB Rider ("Rider") is an optional rider the Owner has selected.  It
provides an enhanced Death Benefit, which guarantees [7%] growth, has an
investment cap and provides a ratchet.

APPLICABILITY:

The Rider is made a part of the contract to which it is attached and is
effective on the issue date.

BENEFIT:

The "Death Benefit" provision on [page XX] of the contract is replaced by the
following:

I.    If an Owner, or an Annuitant if the Owner is a non-natural person, dies
      before the Annuity Date and before his/her [90th birthday, the Death
      Benefit will be the greatest of:

      (a)  the Accumulated Value on the Effective Valuation Date increased
           for any positive Market Value Adjustment ("MVA");

      (b)  gross payments accumulated daily at the "EDB Effective Annual
           Yield" shown on the Specifications page, starting on the Effective
           Valuation Date of each gross payment and ending on the date of
           death, proportionately reduced for subsequent withdrawals; and

      (c)  the highest Accumulated Value on any contract anniversary prior
           to the date of death, as determined after being increased for
           any positive MVA and subsequent payments and proportionately
           reduced for subsequent withdrawals.

Investment Cap - The value determined in section (b) above cannot exceed
[200%] of the total of gross payments and Payment Credits, proportionately
reduced for subsequent withdrawals.

II.   If an Owner, or an Annuitant if the Owner is a non-natural person, dies
      before the Annuity Date but after his/her [90th birthday, the Death
      Benefit will be the greater of:

      (a)  the Accumulated Value on the Effective Valuation Date increased for
           any positive MVA; or

      (b)  the Death Benefit, as calculated under Section I, that would have
           been payable on the contract anniversary prior to the deceased's
           [90th  birthday, increased for subsequent payments and
           proportionately reduced for subsequent withdrawals.

PROPORTIONATE REDUCTION:

Sections I(b), I(c) and II(b) refer to a proportionate reduction.  This
proportionate reduction is calculated by multiplying the (b) or (c) value,
whichever is applicable, determined immediately prior to the withdrawal by
the following:

                          Amount of the withdrawal
                          ------------------------
     Accumulated Value determined immediately prior to the withdrawal

FORM 3264-99

<PAGE>

CHARGE FOR BENEFIT:

While this Rider is in effect, the Company will assess the EDB Charge (see
the Specifications page).

TERMINATION:

This Rider will terminate on the earliest of the following:

      (a)   the Annuity Date;

      (b)   when a Death Benefit is payable and the contract is not
            continued under a spousal takeover; or

      (c)   surrender of the contract.



                             Signed for the Company at Dover, Delaware


FORM 3264-99




<PAGE>
            ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                   ENHANCED DEATH BENEFIT "EDB" RIDER

OVERVIEW:

The EDB Rider ("Rider") is an optional rider the Owner has selected.  It
provides an enhanced Death Benefit with a ratchet.

APPLICABILITY:

The Rider is made a part of the contract to which it is attached and is
effective on the issue date.

BENEFIT:

The "Death Benefit" provision on [page XX] of the contract is replaced by the
following:

I.   If an Owner, or an Annuitant if the Owner is a non-natural person, dies
     before the Annuity Date and before his/her [90th  birthday, the Death
     Benefit will be the greatest of:

       (a)  the Accumulated Value on the Effective Valuation Date increased
            for any positive Market Value Adjustment ("MVA");

       (b)  gross payments made to the contract until the date of death,
            proportionately reduced for subsequent withdrawals; and

       (c)  the highest Accumulated Value on any contract anniversary prior
            to the date of death, as determined after being increased for any
            positive MVA and subsequent payments and proportionately reduced
            for subsequent withdrawals.

II.   If an Owner, or an Annuitant if the Owner is a non-natural person, dies
      before the Annuity Date but after his/her [90th birthday, the Death
      Benefit will be the greater of:

       (a)  the Accumulated Value on the Effective Valuation Date increased
            for any positive MVA;

       (b)  the Death Benefit, as calculated under Section I, that would have
            been payable on the contract anniversary prior to the deceased's
            [90th  birthday, increased for subsequent payments and
            proportionately reduced for subsequent withdrawals.

PROPORTIONATE REDUCTION:

Sections I(b), I(c) and II(b) refer to a proportionate reduction.  This
proportionate reduction is calculated by multiplying the (b) or (c) value,
whichever is applicable, determined immediately prior to the withdrawal by
the following:

                           Amount of the withdrawal
                          --------------------------
   Accumulated Value determined immediately prior to the withdrawal

FORM 3265-99

<PAGE>


CHARGE FOR BENEFIT:

While this Rider is in effect, the Company will assess the EDB Charge (see
the Specifications page).

TERMINATION:

This Rider will terminate on the earliest of the following:

     (a)   the Annuity Date;

     (b)   when a Death Benefit is payable and the contract is not continued
           under a spousal takeover; or

     (c)   surrender of the contract.


                         Signed for the Company at Dover, Delaware

FORM 3265-99

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                  MINIMUM GUARANTEED ANNUITY PAYOUT ("M-GAP") RIDER

OVERVIEW:

The M-GAP Rider ("Rider") is an optional rider the Owner has selected.  It
guarantees a minimum Annuity Value provided the Owner elects to begin annuity
benefit payments in accordance with the provisions of the Rider.

DEFINITIONS:

"M-GAP Effective Date" - [xx/yy/zz]
     The date on which the Rider is effective. If the Rider is selected (1)
     at issue or within the 30-day period immediately thereafter,
     the "M-GAP Effective Date" is the contract issue date.  If the Rider is
     selected on a contract anniversary or within the 30-day period immediately
     thereafter, the "M-GAP Effective Date" is that contract anniversary.  If
     the Rider is selected at any other time, the "M-GAP Effective Date" is
     the next contract anniversary following the date of selection of the
     Rider.

"M-GAP Effective Annual Yield" - [5%]

"M-GAP Initial Payment Amount" - The Accumulated Value on the "M-GAP
Effective Date."

"M-GAP Waiting Period" - the [ 10 ] - year period which begins on the "M-GAP
Effective Date."  The Rider can only be exercised after the expiration of the
"M-GAP Waiting Period" and during a "M-GAP Benefit Window."

"M-GAP Annual Rider Charge" - [.25%]

"M-GAP Benefit Window" - the 30-day periods during which the Rider can be
exercised.  The "M-GAP Benefit Window" always begins on a contract
anniversary.  The first "M-GAP Benefit Window" begins on the contract
anniversary immediately following the "M-GAP Waiting Period."  Subsequent
"M-GAP Benefit Windows" occur on each contract anniversary thereafter.

APPLICABILITY:

This Rider is part of the contract to which it is attached and is effective
on the "M-GAP Effective Date."  The Rider can be exercised only when the
Owner elects to begin annuity benefit payments under all of the following
conditions:

    (a)   during an "M-GAP Benefit Window;"

    (b)   under a fixed annuity option involving a life contingency; and

    (c)   at the guaranteed annuity purchase rates specified under the
          Annuity Option Tables in the contract.

(1) In order to be "selected," the Company must have received and recorded the
Owner's selection of the Rider.

FORM 3269-99


<PAGE>


BENEFIT:

When the Rider is exercised, the M-GAP Benefit Base, less any applicable
premium tax, is the Annuity Value.  On each contract anniversary, commencing
with the "M-GAP Effective Date," the M-GAP Benefit Base is determined.  The
M-GAP Benefit Base is equal to the greatest of the following:

   (a)   the Accumulated Value increased by any positive Market Value
         Adjustment ("MVA"), if applicable;

   (b)   the sum of:
         1)   the "M-GAP Initial Payment Amount" accumulated daily at the
              "M-GAP Effective Annual Yield" starting on the "M-GAP Effective
              Date" and

         2)   gross payments to the contract after the "M-GAP Effective Date"
              accumulated daily at the "M-GAP Effective Annual Yield" starting
              on the Effective Valuation Date of each gross payment,
              Proportionately reduced  to reflect withdrawals; and

   (c)   the highest Accumulated Value on any contract anniversary since
         the "M-GAP Effective Date" as determined after being increased for
         any positive MVA and proportionately reduced for subsequent
         withdrawals.

PROPORTIONATE REDUCTION:

Sections b(2) and (c) refer to a proportionate reduction.  This proportionate
reduction is calculated by multiplying the (b) or (c) value, whichever is
applicable, determined immediately prior to the withdrawal by the following:

                        Amount of the withdrawal
                        ------------------------
       Accumulated Value determined immediately prior to the withdrawal

The M-GAP Benefit Base does not create an Accumulated Value.  It is used
solely to determine the Annuity Value when the Rider is exercised.

REVERSAL OF DECISION TO ANNUITIZE:

If the Owner reverses the decision to annuitize, the excess of the M-GAP
Benefit Base over the Annuity Value without the Rider, if any, will not be
credited to the contract's Acccumulated Value.

CHARGE FOR BENEFITS:

From the "M-GAP Effective Date" until the date the Rider is terminated, the
Company will assess a monthly rider charge which will be deducted Pro Rata on
the last day of each contract month and on the date the Rider terminates.
The charge will be equal to the Accumulated Value on such date multiplied by
1/12th of the "M-GAP Annual Rider Charge."

FORM 3269-99


<PAGE>

TERMINATION:

This Rider will terminate on the earliest of the following dates:

    (a)   the Annuity Date;

    (b)   when a Death Benefit is payable and the contract is not continued
          under a spousal takeover;

    (c)   surrender of the contract; or

    (d)   receipt of the Owner's Written Request to terminate the Rider. The
          Owner may terminate the Rider anytime after the end of the 7-year
          period beginning on the "M-GAP Effective Date."  The Rider may be
          terminated prior to the end of such 7-year period only if such
          termination occurs on a contract anniversary or within the 30-day
          period immediately thereafter and in conjunction with the Owner's
          exercise of the "Repurchase Option," described below.

REPURCHASE OPTION:

If an Owner terminates the Rider on a contract anniversary or within the
30-day period immediately thereafter, the Owner may purchase another M-GAP
Rider, at its then current charge, only if on the date of termination:

     1)   an M-GAP Rider is still being offered by the Company and

     2)   the Owner purchases an M-GAP Rider, with an "M-GAP Waiting Period"
          equal to or longer than the "M-GAP Waiting Period" for this Rider.

For purposes of determining the "M-GAP Effective Date" of the new Rider, the
date of termination of this Rider will be considered to be the date of
selection of the new Rider.



                       Signed for the Company at Dover, Delaware

FORM 3269-99

<PAGE>

        ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

               MINIMUM ANNUITIZATION FLOOR ("MAF") RIDER

OVERVIEW:

The "MAF" Rider ("Rider") is an optional rider the Owner has selected.  It
guarantees that although monthly variable annuity benefit payments may
increase or decrease, they will never be lower than the "MAF Amount."

DEFINITIONS:

"MAF Amount" -  [$100]

   The "MAF Amount" is [100%] of the Annuity Unit Value of the first annuity
   benefit payment on the Annuity Date.

APPLICABILITY:

This Rider is a part of the contract to which it is attached and it is
effective on the Annuity Date.

BENEFIT:

While this Rider is in effect, each monthly variable annuity benefit payment
will never be less than the "MAF Amount," subject to the following
adjustments:

   (a)   Proportionately reduced for any withdrawal from the variable
         Sub-Accounts after the Annuity Date and

   (b)   For joint and survivor options after the death of the first Annuitant,
         the number of Annuity Units in each payment to the survivor is equal
         to the total number of units multiplied by the Survivor Annuity
         Benefit Percentage.

PROPORTIONATE REDUCTION:

In section (a) above, the proportionate reduction is calculated by
multiplying the "MAF Amount," determined immediately prior to the withdrawal,
by the following:

                          Amount of the withdrawal
                          ------------------------
          The Present Value of future annuity benefit payments
                   immediately prior to the withdrawal

CHARGE FOR BENEFITS:

There is no periodic charge for the Rider.  Instead, lower Annuity Option
Rates are used to determine the first annuity benefit payment.  The first
annuity benefit payment is lower than it would have been had the Rider not
been selected.  Future annuity benefit payments will also be lower except
when the "MAF Amount" takes effect and provides a greater benefit.  (See
Specifications page.)

FORM 3267-99

<PAGE>

TERMINATION:

This Rider will terminate upon payment of  the last annuity benefit payment.




                              Signed for the Company at Dover, Delaware

FORM 3267-99

<PAGE>

         ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                ANNUITIZATION PAYMENT RATCHET ("APR") RIDER

OVERVIEW:

The "APR" Rider ("Rider") is an optional rider the Owner has selected.  It
guarantees that variable annuity benefit payments within each Annuity Benefit
Payment Change Frequency will be equal to or exceed the "Current Rachet
Amount."

DEFINITIONS:

"APR Maximum Benefit Increase Percentage" - [yy%]

"Current Rachet Amount" - The amount of the last monthly variable annuity
beneift payment in the previous Annuity Benefit Payment Change Frequency
cycle.  For joint annuitization options, upon the death of the first
Annuitant the Current Rachet Amount is adjusted by multiplying it by the
Survivor Annuity Benefit Percentage.

APPLICABILITY:

This Rider is a part of the contract to which it is attached and it is
effective on the Annuity Date.

BENEFIT:

While this Rider is in effect, the following is guaranteed:

    The first monthly variable annuity benefit payment will not be less
    than its Annuity Unit Value on the Annuity Date.

    Subsequent monthly variable annuity benefit payments will never be less
    than the "Current Ratchet Amount,"  proportionately reduced for any
    subsequent withdrawals from the variable Sub-Accounts after the Annuity
    Date.

The first annuity benefit payment of any Annuity Benefit Payment Change
Frequency cycle will never exceed the last payment of the previous cycle by
an amount greater than such last payment multiplied by the "APR Maximum
Benefit Increase Percentage."

PROPORTIONATE REDUCTION:

The proportionate reduction is calculated by multiplying the "Current Rachet
Amount," determined immediately prior to the withdrawal, by the following:

                        Amount of the withdrawal
                        ------------------------
         The Present Value of future annuity benefit payments
                   immediately prior to the withdrawal

CHARGE FOR BENEFITS:

There is no periodic charge for the Rider.  Instead, lower Annuity Option
Rates are used to determine the first annuity benefit payment.  The first
annuity benefit payment is lower than it would have been had the Rider not
been selected.  Future annuity benefit payments will also be lower except
when the "Current Rachet Amount" takes effect and provides a greater benefit.
(See Specifications page.)

FORM 3270-99

<PAGE>

TERMINATION:

This Rider will terminate upon the payment of the last annuity benefit payment.



                                Signed for the Company at Dover, Delaware


FORM 3270-99

<PAGE>
               ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                                    ENDORSEMENT

This endorsement applies to the following class of individuals when the
Owner, Joint Owner (if applicable), Annuitant and Joint Annuitant (if
applicable) are all within the group set forth below:

     [Employees and registered representatives of any broker/dealer who
     have entered into a Sales Agreement with the Company to sell the
     Delaware Golden Medallion variable annuity.

     Officers, directors, trustees and bona-fide full-time employees
     (including former officers and directors and former employees who had
     been employed for at least ten years) of Delaware Management Company, Inc.,
     its affiliates and subsidiaries, and any funds in the Delaware Group; and

     Spouses and children or other legal dependents of the above-referenced
     persons under the age of 21.]

Eligibility for the class is based upon the Owner's, Joint Owner's (if
applicable), Annuitant's and Joint Annuitant's (if applicable) status on the
Issue Date.

This contract is amended as of its Issue Date as follows:

1.   The Payment Credit Percentage on page [3] of the contract is replaced by
     8.5%.

                                          Signed for the Company by:

Form 3274-99{FORM PROD}

<PAGE>

           ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                               ENDORSEMENT

This endorsement applies to the following class of individuals when the
Owner, Joint Owner (if applicable), Annuitant and Joint Annuitant (if
applicable) are all within the group set forth below:

    [Employees and registered representatives of any broker/dealer who have
    entered into a Sales Agreement with the Company to sell the Delaware
    Golden Medallion variable annuity.

    Officers, directors, trustees and bona-fide full-time employees
    (including former officers and directors and former employees who had been
    employed for at least ten years) of Delaware Management Company, Inc., its
    affiliates and subsidiaries, and or any funds in the Delaware Group; and

    Spouses and children or other legal dependents of the above-referenced
    persons under the age of 21.]

Eligibility for the class is based upon the Owner's, Joint Owner's (if
applicable), Annuitant's and Joint Annuitant's (if applicable) status on the
Issue Date.

This contract is amended as of its Issue Date as follows:

1.   The Payment Credit Percentage on page [3] of the contract is replaced by
     [5%.]

2.   The first paragraph of the "Payment Credits" provision on page [14] of the
     contract is replaced by the following:

     "Each time the Owner makes a Payment to the contract, the Company will
     credit an amount equal to or greater than the product of such Payment and
     (1% plus the Payment Credit Percentage).  This amount will be credited to
     the contract's Accumulated Value.  Each Payment Credit will be allocated in
     the same manner as its corresponding Payment."

3.   The second paragraph of the "Value of  the Fixed Account" on page[15] of
     the contract is replaced by the following:

     "The value of the Fixed Account on any date is the sum of amounts
     allocated to the Fixed Account plus interest compounded and credited daily
     at the rates applicable to those amounts.  The value of the Fixed Account
     will be at least equal to the minimum required by law in the State in which
     this contract is delivered.

     In addition, on each contract anniversary, an amount equal to 1.0% of the
     contract's Accumulated Value, net of any contract loan, if applicable, will
     be credited to the Fixed Account.

                          Signed for the Company by:

FORM 3275-99{FORM PROD}

<PAGE>
DELAWARE GOLDEN MEDALLION                 ALLMERICA FINANCIAL LIFE INSURANCE
VARIABLE ANNUITY APPLICATION                             AND ANNUITY COMPANY
                                     440 Lincoln Street, Worcester, MA 01653
- -----------------------------------------------------------------------------
1.   OWNER(S)             PLEASE PRINT CLEARLY
- -----------------------------------------------------------------------------
First                          MI                         Last

- -----------------------------------------------------------------------------
Street Address

- -----------------------------------------------------------------------------
City                          State                       Zip

- -----------------------------------------------------------------------------
Social Security/Tax I.D.          Date of Birth/Trust         / /Male
    --     --                          /    /                 / / Female
- -----------------------------------------------------------------------------
Daytime Telephone
(    )
- -----------------------------------------------------------------------------
JOINT OWNER First               MI                        Last

- -----------------------------------------------------------------------------
Social Security/Tax I.D.          Date of Birth              / /Male
    --      --                         /  /                  / /Female
- -----------------------------------------------------------------------------
Daytime Telephone
(   )
- -----------------------------------------------------------------------------
2.    ANNUITANT(S)                  PLEASE PRINT CLEARLY
- -----------------------------------------------------------------------------
First                           MI                       Last

- -----------------------------------------------------------------------------
Social Security/Tax I.D.          Date of Birth            / /Male
    --      --                       /  /                  / /Female
- -----------------------------------------------------------------------------
JOINT ANNUITANT First           MI                       Last

- -----------------------------------------------------------------------------
Social Security/Tax I.D.          Date of Birth           / /Male
   --      --                        /  /                 / /Female
- -----------------------------------------------------------------------------
3. BENEFICIARY (IF BENEFICIARY IS A TRUST, PROVIDE DATE OF TRUST)
- -----------------------------------------------------------------------------
If there are Joint Owners, the survivor is always Primary Beneficiary.

- -----------------------------------------------------------------------------
Primary Beneficiary                                 Relationship to Owner

- -----------------------------------------------------------------------------
Contingent Beneficiary                              Relationship to Owner

- -----------------------------------------------------------------------------
4.  OPTIONAL RIDERS
- -----------------------------------------------------------------------------
[I/We elect: / /Enhanced Death Benefit Option:     / /A       / /B  / /C
             / /Guaranteed Principal Protection:   / /10 yr.  / /15 yr.
             / /Minimum Guaranteed Annuity Payout: / /10 yr.  / /15 yr.]
- -----------------------------------------------------------------------------
5.  TYPE OF PLAN TO BE ISSUED
- -----------------------------------------------------------------------------
[/ /Nonqualified                      / /IRA
 / /Nonqualified Def. Comp.           / /Roth IRA
 / /401(a) Pension/Profit Sharing*    / /SEP-IRA*
 / /401(k) Profit Sharing*            / /457 Def. Comp.*
 / /403(b) TSA*
 *Attach required additional forms. Existing Case # _______________]
- -----------------------------------------------------------------------------
6.  INITIAL PAYMENT
- -----------------------------------------------------------------------------
Initial Payment  $
                  -----------------------------------------------------------
                       Make check payable to Allmerica Financial

If IRA, Roth IRA or SEP-IRA application, this payment is a:
Rollover/Conversion               / /Trustee to Trustee Transfer
Payment for Tax Year _____________

- -----------------------------------------------------------------------------
7. ALLOCATION OF PAYMENTS
- -----------------------------------------------------------------------------
[_____%   Growth and Income             _____%   Emerging Markets Series
           Series                       _____%   Delaware Balanced Series
 _____%   Devon Series                  _____%   Convertible Securities Series
 _____%   DelCap Series                 _____%   Delchester Series
 _____%   Aggressive Growth Series      _____%   Capital Reserves Series
 _____%   Social Awareness Series       _____%   Strategic Income Series
 _____%   REIT Series                   _____%   Cash Reserve Series
 _____%   Small Cap Value Series        _____%   Global Bond Series
 _____%   Trend Series                  _____%   Fixed Account
 _____%   International Equity Series   _____%   _____________________
     Guarantee Period Accounts (GPA)  [($1,000 minimum per Account)]

      GPAS ARE NOT AVAILABLE IN MARYLAND, OREGON AND PENNSYLVANIA.
[_____  % 2 Year   _____  % 5 Year   _____  % 8 Year
 _____  % 3 Year   _____  % 6 Year   _____  % 9 Year
 _____  % 4 Year   _____  % 7 Year   _____  % 10 Year]
               ALL ALLOCATIONS ABOVE MUST TOTAL 100%.

- -----------------------------------------------------------------------------
8.  SECURED PRINCIPAL PROGRAM
- -----------------------------------------------------------------------------
/ / Allocate part of my/our payment to the ________ year GPA such that, at
    the end of the Guarantee Period, the GPA value is equal to my/our payment.
    The remaining balance will be applied as indicated above.
- -----------------------------------------------------------------------------
9. AUTOMATIC ACCOUNT REBALANCING (AAR)
- -----------------------------------------------------------------------------
 / / I/We elect  [AUTOMATIC ACCOUNT REBALANCING (AAR)] among the above
     variable accounts:
    [/ / Monthly  / / Quarterly  / / Semi-annually  / / Annually]
- -----------------------------------------------------------------------------
10.    DOLLAR COST AVERAGING
- -----------------------------------------------------------------------------
[(NOT AVAILABLE WITH AUTOMATIC ACCOUNT REBALANCING.)]
 Please transfer $____________ (check ONE source account):
                 [($100 minimum)]
 (Be sure to allocate money to this source account in Section 7.)
[FROM:   / / Fixed Account     / / Capital Reserves
         / / Cash Reserve      / / Strategic Income]
[/ /Monthly       / / Quarterly      / / Semi-annually      / /Annually]
[TO: $_____Growth and Income          $_____International Equity Series
             Series                   $_____Emerging Markets Series
     $_____Devon Series               $_____Delaware Balanced Series
     $_____DelCap Series              $_____Convertible Securities Series
     $_____Aggressive Growth Series   $_____Delchester Series
     $_____Social Awareness Series    $_____Capital Reserves Series
     $_____REIT Series                $_____Strategic Income Series
     $_____Small Cap Value Series     $_____Cash Reserve Series
     $_____Trend Series               $_____Global Bond Series
 [DCA INTO THE FIXED OR GUARANTEE PERIOD ACCOUNTS IS NOT AVAILABLE.]

<PAGE>
- -----------------------------------------------------------------------------
11. TELEPHONE AUTHORIZATION
- -----------------------------------------------------------------------------
I/We authorize and direct Allmerica Financial to accept telephone
instructions from any person who can furnish proper identification to effect
transfers, future payment allocation changes and obtain values. Neither
Allmerica Financial nor its affiliates and their collective directors, officers,
employees and agents will be responsible for any claim arising from such action
if Allmerica Financial acted on instructions in good faith in reliance on this
authorization.

/ / I/We DO NOT accept this telephone authorization.
- -----------------------------------------------------------------------------
 12. REPLACEMENT
- -----------------------------------------------------------------------------
Will the proposed contract replace or change any existing annuity or
insurance policy?  / /Yes  / /No

(If yes, list company name and policy number.)
                                               ------------------------------

- -----------------------------------------------------------------------------
 13. REMARKS
- -----------------------------------------------------------------------------

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

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

- -----------------------------------------------------------------------------
14.  SYSTEMATIC WITHDRAWALS ($100 MINIMUM)
- -----------------------------------------------------------------------------
A.   Frequency (Please choose one):
     / /Monthly   / /Quarterly   / /Semi-annually   / /Annually
     Withdrawals begin later of 15 days after issue or ____/____/____.
     -----------------------------------------------------------------------
B.   Program (Please choose one):
      1. / / Systematic Withdrawal without surrender charge
             / /Maximum (15% of payment)
             / /$________ per frequency
      2. / / Systematic Withdrawal (Amounts in excess of maximum
             may incur surrender charges)
             $_________ per frequency
      -----------------------------------------------------------------------
C.   Withdraw from:
     Systematic withdrawals are not available from the Guarantee
     Period Accounts.
      / / Pro-rata from all accounts,
     OR:   _________ % From ______________________________________
           _________ % From ______________________________________
           _________ % From ______________________________________
           _________ % From ______________________________________
     ------------------------------------------------------------------------
D.   PLEASE   / / Do Not Withhold Federal Income Taxes
              / / Do Withhold at 10% or _________ (% or $)
     ------------------------------------------------------------------------
E.   / /  I/We wish to use Electronic Funds Transfer (Direct Deposit).
          I/We authorize Allmerica Financial to correct electronically any
          overpayments or erroneous credits made to my contract.
                          ATTACH VOIDED CHECK

- -----------------------------------------------------------------------------
NOTICE TO ARKANSAS/NEW JERSEY/OHIO RESIDENTS ONLY: "Any person who includes
any false or misleading information on an application for an insurance
policy/certificate is subject to criminal and civil penalties."
NOTICE TO COLORADO/KENTUCKY/MAINE/NEW MEXICO/PENNSYLVANIA RESIDENTS ONLY:
"Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim
containing any materially false information or conceals for the purpose of
misleading, information concerning any fact material thereto commits a
fraudulent insurance act, which is a crime and subjects such person to
criminal and civil penalties."
NOTICE TO FLORIDA RESIDENTS ONLY: "Any person who knowingly and with intent
to injure, defraud, or deceive any insurer files a statement of claim or an
application containing false, incomplete, or misleading information is guilty
of a felony of the third degree."
- -----------------------------------------------------------------------------
15.  SIGNATURES
- -----------------------------------------------------------------------------
I/We represent to the best of my/our knowledge and belief that the statements
made in this application are true and complete. I/We agree to all terms and
conditions as shown on the front and back. It is indicated and agreed that
the only statements which are to be construed as the basis of the contract
are those contained in this application. I/We acknowledge receipt of a
current prospectus describing the contract applied for. If IRA, Roth, or Sep
IRA application, I/we received a Disclosure Buyer's Guide. I/WE UNDERSTAND
THAT ALL PAYMENTS AND VALUES BASED ON THE VARIABLE ACCOUNTS MAY FLUCTUATE AND
ARE NOT GUARANTEED AS TO DOLLAR AMOUNTS AND ALL PAYMENTS AND VALUES BASED ON
THE GUARANTEE PERIOD ACCOUNTS (WHERE GPAS ARE AVAILABLE) ARE SUBJECT TO A
MARKET VALUE ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN EITHER
AN UPWARD OR DOWNWARD ADJUSTMENT.


- -----------------------------------------------------------------------------
Signature of Owner         Date      Signature of Joint Owner           Date

- -----------------------------------------------------------------------------
Signed at (City and State)
- -----------------------------------------------------------------------------
16.  REGISTERED REPRESENTATIVE / DEALER INFORMATION
- -----------------------------------------------------------------------------
DOES THE CONTRACT APPLIED FOR REPLACE AN EXISTING ANNUITY OR LIFE INSURANCE
POLICY?    / /YES (ATTACH REPLACEMENT FORMS AS REQUIRED)   / / NO
I certify that the information provided by the owner has been accurately
recorded; a current prospectus was delivered; no written sales materials
other than those approved by the Principal Office were used; and I have
reasonable grounds to believe the purchase of the contract applied for is
suitable for the owner.

                                        -   -     / /    (   )
- -----------------------------------------------------------------------------
Signature of Registered Representative   SSN#   TR Code   Telephone

- -----------------------------------------------------------------------------
Printed Name of Registered Representative

- -----------------------------------------------------------------------------
Printed Name of Broker/Dealer   B/D Client Acct. #

- -----------------------------------------------------------------------------
Branch Office Street Address for Contract Delivery   Telephone



<PAGE>

                                  POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint Richard M. Reilly,
John F. Kelly, Joseph W. MacDougall, Jr., and Sheila B. St. Hilaire, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them, to sign for us, and in our names and in any and all capacities, any and
all amendments, including post-effective amendments, to the Registration
Statements on Form N-4 of Separate Account VA-K, Separate Account VA-P,
Allmerica Select Separate Account, Separate Account KG, Separate Account KGC and
Fulcrum Separate Account of Allmerica Financial Life Insurance and Annuity
Company, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys and each of them, acting alone, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys or any of
them may lawfully do or cause to be done by virtue hereof.  Witness our hands on
the date set forth below.

Signature                         Title                                 Date
- ---------                         -----                                 ----

/s/ John F. O'Brien               Director and Chairman of the Board    4/1/99
- ------------------------------                                          ------
John F. O'Brien

/s/ Bruce C. Anderson             Director                              4/1/99
- ------------------------------                                          ------
Bruce C. Anderson

/s/ Robert E. Bruce               Director and Chief Information        4/1/99
- ------------------------------    Officer                               ------
Robert E. Bruce

/s/ John P. Kavanaugh             Director, Vice President and          4/1/99
- ------------------------------    Chief Investment Officer              ------
John P. Kavanaugh

/s/ John F. Kelly                 Director, Vice President and          4/1/99
- ------------------------------    General Counsel                       ------
John F. Kelly

/s/ J. Barry May                  Director                              4/1/99
- ------------------------------                                          ------
J. Barry May

/s/ James R. McAuliffe            Director                              4/1/99
- ------------------------------                                          ------
James R. McAuliffe

/s/ Edward J. Parry, III          Director, Vice President, Chief       4/1/99
- ------------------------------    Financial Officer and Treasurer       ------
Edward J. Parry, III

/s/ Richard M. Reilly             Director, President and               4/1/99
- ------------------------------    Chief Executive Officer               ------
Richard M. Reilly

/s/  Robert  P.  Restrepo, Jr.    Director                              4/1/99
- ------------------------------                                          ------
Robert P. Restrepo, Jr.

/s/ Eric A. Simonsen              Director and Vice President           4/1/99
- ------------------------------                                          ------
Eric A. Simonsen

/s/ Phillip E. Soule              Director                              4/1/99
- ------------------------------                                          ------
Phillip E. Soule


<PAGE>



                                                                  June 15, 1999


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


RE:  SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION) OF ALLMERICA FINANCIAL
     LIFE INSURANCE AND ANNUITY COMPANY

Gentlemen:

In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance and Annuity Company (the "Company"), I have participated in
the preparation of this initial Registration Statement for Separate Account
VA-K on Form N-4 under the Securities Act of 1933 and amendment under the
Investment Company Act of 1940, with respect to the Company's qualified and
non-qualified variable annuity contracts.

I am of the following opinion:

1.   Separate Account VA-K is a separate account of the Company validly existing
     pursuant to the Delaware Insurance Code and the regulations issued
     thereunder.

2.   The assets held in Separate Account VA-K are not chargeable with
     liabilities arising out of any other business the Company may conduct.

3.   The variable annuity contracts, when issued in accordance with the
     Prospectuses contained in the initial Registration Statement and upon
     compliance with applicable local law, will be legal and binding
     obligations of the Company in accordance with their terms and when sold
     will be legally issued, fully paid and non-assessable.

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

I hereby consent to the filing of this opinion as an exhibit to this initial
Registration Statement for Separate Account VA-K on Form N-4 filed under the
Securities Act of 1933 and amendment under the Investment Company Act of 1940.

                                         Very truly yours,
                                         /s/ Sheila B. St. Hilaire

                                         Sheila B. St. Hilaire
                                         Assistant Vice President and Counsel


<PAGE>



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Statement of Additional Information
constituting part of this initial Registration Statement of Separate Account
VA-K--Delaware Medallion of Allmerica Financial Life Insurance and Annuity
Company on Form N-4 of our report dated February 2, 1999, except for
paragraph 2 of Note 12, which is as of March 19, 1999, relating to the
financial statements of Allmerica Financial Life Insurance and Annuity
Company, and our report dated March 26, 1999, relating to the financial
statements of Separate Account VA-K--Delaware Medallion of Allmerica
Financial Life Insurance and Annuity Company, both of which appear in such
Statement of Additional Information. We also consent to the reference to us
under the heading "Experts" in such Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
June 22, 1999



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