ALLMERICA SELECT SEP ACCT OF 1ST ALLMERICA FIN LIFE INS CO, N-4, 2001-01-19

ALLMERICA SELECT SEP ACCT OF 1ST ALLMERICA FIN LIFE INS CO
N-4, 2001-01-19

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<PAGE>

File Nos. _________
811-8116

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. 27

ALLMERICA SELECT SEPARATE ACCOUNT OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Exact Name of Registrant)

FIRST ALLMERICA FINANCIAL LIFE INSURANCE 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)

Charles F. Cronin, Secretary
First Allmerica Financial Life Insurance 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 CONTRACTS

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. The Rule
24f-2 Notice for the issuer's fiscal year ended December 31, 1999 was filed on
or before March 30, 2000.

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
deferred 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>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
----------------- ---------------------
<S> <C>
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 the Underlying Investment
Companies

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 and Withdrawals; Surrender Charge; 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

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

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

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

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

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

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

23.........................Financial Statements
</TABLE>

<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
WORCESTER, MASSACHUSETTS
ALLMERICA SELECT SEPARATE ACCOUNT

This Prospectus provides important information about the Allmerica Select Reward
variable annuity contract issued by First Allmerica Financial Life Insurance
Company. The contract is a flexible payment tax-deferred combination variable
and fixed annuity offered on both a group and individual basis. PLEASE READ THIS
PROSPECTUS CAREFULLY BEFORE INVESTING AND KEEP IT FOR FUTURE REFERENCE.
ANNUITIES INVOLVE RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL.

A Statement of Additional Information dated , 2001 containing more
information about this annuity is on file with the Securities and Exchange
Commission and is incorporated by reference into this Prospectus. A copy may be
obtained free of charge by calling Allmerica Select Customer Service at
1-800-366-1492. 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).
Allmerica Select Separate Account is subdivided into Sub-Accounts. Each
Sub-Account offered as an investment option under this contract invests
exclusively in shares of one of the following funds:

<TABLE>
<S> <C>
ALLMERICA INVESTMENT TRUST FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
AIT Equity Index Fund Fidelit VIP II Contrafund Portfolio
AIT Money Market Fund FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
AIT Select Aggressive Growth Fund Fidelity VIP III Growth & Income Portfolio
AIT Select Capital Appreciation Fund Fidelity VIP III Mid Cap Portfolio
AIT Select Emerging Markets Fund FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS
AIT Select Growth Fund TRUST
AIT Select Growth and Income Fund (CLASS 2)
AIT Select International Equity Fund Franklin Small Cap Fund
AIT Select Investment Grade Income Fund Mutual Shares Securities Fund
AIT Select Strategic Growth Fund INVESCO VARIABLE INVESTMENT FUNDS, INC.
AIT Select Strategic Income Fund INVESCO VIF Dynamics Fund
AIT Select Value Opportunity Fund INVESCO VIF Health Sciences Fund
AIM VARIABLE INSURANCE FUNDS JANUS ASPEN SERIES (SERVICE SHARES)
AIM V.I. Aggressive Growth Fund Janus Aspen Aggressive Growth Portfolio
AIM V.I. Blue Chip Fund Janus Aspen Growth Portfolio
AIM V.I. Value Fund Janus Aspen Growth and Income Portfolio
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. Janus Aspen International Growth Portfolio
Alliance Premier Growth Portfolio KEMPER VARIABLE SERIES
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. KVS Dreman Financial Services Portfolio
(CLASS B) Kemper Technology Growth Portfolio
Alliance Growth and Income Portfolio T. ROWE PRICE INTERNATIONAL SERIES, INC.
DEUTSCHE ASSET MANAGEMENT VIT FUNDS T. Rowe Price International Stock Portfolio
Deutsche VIT EAFE Equity Index
Deutsche VIT Small Cap Index
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP High Income Portfolio
</TABLE>

The Fixed Account, which is part of the Company's General Account, is an
additional investment option that pays an interest rate guaranteed for one year
from the time a payment is received.

This Contract includes a Payment Credit (or Bonus) enhancement feature. Expenses
for this Contract may be higher than a contract without a Payment Credit. Over
time, the amount of the Payment Credit may be more than offset by the additional
fees and charges associated with the Payment Credit. You should consider this
possibility before purchasing the Contract.

The Company offers a variety of fixed and variable annuity contracts. These
other contracts may offer features, including investment options, fees and/or
charges that are different from those in the contract offered by this
Prospectus. The other contracts may be offered through different distributors.
Upon request, your financial representative can show you information regarding
other annuity contracts offered by the Company. You can also contact the Company
directly to find out more about these annuity contracts.

THIS ANNUITY IS NOT A BANK DEPOSIT OR OBLIGATION; IS NOT FEDERALLY INSURED; AND
IS NOT ENDORSED BY ANY BANK OR GOVERNMENTAL AGENCY. THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT
THE INFORMATION IN THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

DATED ________, 2001
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS............................................... 4
SUMMARY OF FEES AND EXPENSES................................ 6
SUMMARY OF CONTRACT FEATURES................................ 16
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE
UNDERLYING INVESTMENT COMPANIES............................ 23
INVESTMENT OBJECTIVES AND POLICIES.......................... 26
DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE....... 30
A. Payments............................................. 30
B. Payment Credits...................................... 30
C. Computation of Values................................ 31
The Accumulation Unit............................... 31
Net Investment Factor............................... 31
D. Right to Cancel...................................... 32
E. Transfer Privilege................................... 32
Asset Allocation Model Reallocations................ 33
Automatic Transfers (Dollar Cost Averaging)......... 33
Automatic Account Rebalancing....................... 33
F. Surrender and Withdrawals............................ 34
Systematic Withdrawals.............................. 35
Life Expectancy Distributions....................... 35
Systematic Level Free of Surrender Charge Withdrawal
Program............................................. 36
G. Death Benefit........................................ 36
Standard Death Benefit.............................. 36
Optional Enhanced Death Benefit Rider............... 36
Payment of the Death Benefit Prior to the Annuity
Date................................................ 37
H. The Spouse of the Owner as Beneficiary............... 37
I. Assignment........................................... 37
ANNUITIZATION -- THE PAYOUT PHASE........................... 38
A. Electing the Annuity Date............................ 38
B. Choosing the Annuity Payout Option................... 38
Fixed Annuity Payout Options........................ 39
Variable Annuity Payout Options..................... 39
C. Description of Annuity Payout Options................ 39
D. Variable Annuity Benefit Payments.................... 40
The Annuity Unit.................................... 40
Determination of the First Annuity Benefit
Payment............................................. 40
Determination of the Number of Annuity Units........ 41
Dollar Amount of Subsequent Variable Annuity Benefit
Payments............................................ 41
Payment of Annuity Benefit Payments................. 41
E. Transfers of Annuity Units........................... 42
F. Withdrawals After the Annuity Date................... 42
Calculation of Proportionate Reduction.............. 43
Calculation of Present Value........................ 43
Deferral of Withdrawals............................. 43
G. Reversal of Annuitization............................ 44
H. NORRIS Decision...................................... 44
CHARGES AND DEDUCTIONS...................................... 45
A. Variable Account Deductions.......................... 45
Mortality and Expense Risk Charge................... 45
Administrative Expense Charge....................... 45
Other Charges....................................... 46
B. Contract Fee......................................... 46
C. Optional Rider Charge................................ 46
D. Premium Taxes........................................ 46
</TABLE>

2
<PAGE>
<TABLE>
<S> <C>
E. Surrender Charge..................................... 47
Calculation of Surrender Charge..................... 47
Withdrawal Without Surrender Charge................. 48
Effect of Withdrawal Without Surrender Charge
Amount.............................................. 48
Reduction or Elimination of Surrender Charge and
Additional Amounts Credited......................... 49
F. Transfer Charge...................................... 50
G. Withdrawal Adjustment Charge......................... 51
FEDERAL TAX CONSIDERATIONS.................................. 52
A. General.............................................. 52
The Company......................................... 52
Diversification Requirements........................ 52
Investor Control.................................... 52
B. Qualified and Non-Qualified Contracts................ 53
C. Taxation of the Contract in General.................. 53
Withdrawals Prior to Annuitization.................. 53
Withdrawals After Annuitization..................... 53
Annuity Payouts After Annuitization................. 54
Penalty on Distribution............................. 54
Assignments or Transfers............................ 54
Nonnatural Owners................................... 54
Deferred Compensation Plans of State and Local
Government and Tax-Exempt Organizations............. 55
D. Tax Withholding...................................... 55
E. Provisions Applicable to Qualified Employer Plans.... 55
Corporate and Self-Employed Pension and Profit
Sharing Plans....................................... 55
Individual Retirement Annuities..................... 55
Tax-Sheltered Annuities............................. 56
Texas Optional Retirement Program................... 56
STATEMENTS AND REPORTS...................................... 56
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........... 56
CHANGES TO COMPLY WITH LAW AND AMENDMENTS................... 57
VOTING RIGHTS............................................... 58
DISTRIBUTION................................................ 58
LEGAL MATTERS............................................... 58
FURTHER INFORMATION......................................... 59
APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT...... A-1
APPENDIX B -- PERFORMANCE INFORMATION....................... B-1
APPENDIX C -- SURRENDER CHARGES............................. C-1
APPENDIX D -- CONDENSED FINANCIAL INFORMATION............... D-1
APPENDIX E -- EXAMPLES OF PRESENT VALUE WITHDRAWALS......... E-1

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
GENERAL INFORMATION AND HISTORY............................. 2
TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT AND THE
COMPANY.................................................... 3
SERVICES.................................................... 3
UNDERWRITERS................................................ 3
ANNUITY BENEFIT PAYMENTS.................................... 4
ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING)
PROGRAM.................................................... 5
PERFORMANCE INFORMATION..................................... 6
FINANCIAL STATEMENTS........................................ F-1
</TABLE>

3
<PAGE>
SPECIAL TERMS

ACCUMULATED VALUE: the total dollar amount of all values in the Sub-Accounts and
the Fixed Account 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 payout 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 one year
after the issue date and may not be later than the Owner's 90th birthday.

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

ANNUITY VALUE: the value of the amount applied under an annuity payout option.

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

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

CUMULATIVE EARNINGS: the Accumulated Value reduced by total payments not
previously withdrawn.

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 that exceed the Withdrawal Without Surrender Charge amount.

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

OWNER (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.

4
<PAGE>
SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a corresponding fund of Allmerica Investment Trust ("AIT"), a
corresponding fund of AIM Variable Insurance Funds ("AVIF"), a corresponding
portfolio of Alliance Variable Products Series Fund, Inc. ("Alliance"), a
corresponding fund of Deutsche Asset Management VIT Funds ("Deutsche VIT"), a
corresponding portfolio of Fidelity Variable Insurance Products Fund ("Fidelity
VIP"), a corresponding portfolio of Fidelity Variable Insurance Products Fund II
("Fidelity VIP II"), a corresponding portfolio of Fidelity Variable Insurance
Products Fund III ("Fidelity VIP III"), a corresponding fund of Franklin
Templeton Variable Insurance Products Trust ("FT VIP"), a corresponding fund of
INVESCO Variable Investment Funds, Inc. ("INVESCO VIF"), a corresponding
portfolio of Janus Aspen Series ("Janus Aspen"), a corresponding portfolio of
Kemper Variable Series ("KVS"), or a corresponding portfolio of T. Rowe Price
International Series, Inc. ("T. Rowe Price").

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

UNDERLYING FUND (OR FUNDS): an investment portfolio of AIT, AVIF, Alliance,
Deutsche VIT, Fidelity VIP, Fidelity VIP II, Fidelity VIP III, FT VIP, INVESCO
VIF, Janus Aspen, KVS, or T. Rowe Price in which a Sub-Account invests.

VALUATION DATE: a day on which the 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: Allmerica Select Separate Account, 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 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 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 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" under CHARGES AND DEDUCTIONS.

<TABLE>
<CAPTION>
COMPLETE YEARS
FROM DATE OF
PAYMENT CHARGE
(1) CONTRACT CHARGES: --------------- ------
<S> <C> <C>
Less than 4 8.5%
Less than 5 7.5%
Less than 6 6.5%
Less than 7 5.5%
Less than 8 3.5%
Less than 9 1.5%
Thereafter 0
SURRENDER CHARGE:*
During the accumulation phase, this charge may be assessed
upon surrender, withdrawals or reversal of annuitization.
The charge is a percentage of payments withdrawn (in
excess of any amount that is free of surrender charge)
within the indicated time period.
</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" in the CHARGES AND DEDUCTIONS section.

<TABLE>
<S> <C> <C>
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.

ANNUAL CONTRACT FEE: $30
During the accumulation phase, the fee is deducted
annually and upon surrender 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.

OPTIONAL ENHANCED DEATH BENEFIT RIDER CHARGE: 0.15%
Under the following rider, 1/12th of the annual charge is
deducted pro rata on a monthly basis at the end of each
Contract month. The charge on an annual basis as a
percentage of Accumulated Value for the Enhanced Death
Benefit Rider With Annual Step-up.

WITHDRAWAL ADJUSTMENT CHARGE AFTER THE ANNUITY DATE:
If you are receiving annuity payments under the Payments Guaranteed for a Specified
Number of Years annuity option, you may request withdrawals which will result in a
calculation by the Company of the Present Value of future annuity payments. For
withdrawals taken within 5 years of the Issue Date, the Assumed Investment Return ("AIR")
you have chosen (in the case of a variable option) or the interest rate (in the case of a
fixed option) used to determine the Present Value is increased by a 1.00% Withdrawal
Adjustment Charge.
</TABLE>

6
<PAGE>
The increase to the AIR or the interest rate used to determine the Present Value
results in a greater proportionate reduction in the number of Annuity Units
(under a variable annuity payout option) or dollar amount (under a fixed annuity
payout option), than if the increase had not been made. Because each variable
annuity benefit payment is determined by multiplying the number of Annuity Units
by the value of an Annuity Unit, the reduction in the number of Annuity Units
will result in lower future variable annuity benefit payments. See "D. Variable
Annuity Benefit Payments" and "F. Withdrawals After the Annuity Date" under
ANNUITIZATION -- THE PAYOUT PHASE for additional information.

<TABLE>
<S> <C> <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 Annual Expenses: 1.40%
</TABLE>

7
<PAGE>
(3) ANNUAL UNDERLYING FUND EXPENSES: Total expenses of the Underlying Funds are
not fixed or specified under the terms of the Contract and will vary from year
to year. The levels of fees and expenses also vary among the Underlying Funds.
The following table shows the expenses of the Underlying Funds as a percentage
of average net assets for the year ended December 31, 2000, as adjusted for any
material changes.

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT FEE OTHER EXPENSES EXPENSES (AFTER ANY
(AFTER ANY (AFTER ANY WAIVERS/
UNDERLYING FUND VOLUNTARY WAIVERS) 12B-1 FEES REIMBURSEMENTS) REIMBURSEMENTS)
--------------- ------------------ ---------- --------------- -------------------
<S> <C> <C> <C> <C>
AIT Equity Index Fund........... 0.28% -- 0.07% 0.35%(1)
AIT Money Market Fund........... 0.24% -- 0.05% 0.29%(1)
AIT Select Aggressive Growth
Fund.......................... 0.81%* -- 0.06% 0.87%(1)(2)*
AIT Select Capital Appreciation
Fund.......................... 0.90%* -- 0.07% 0.97%(1)*
AIT Select Emerging Markets
Fund.......................... 1.35% -- 0.57% 1.92%(1)(2)
AIT Select Growth Fund..........
AIT Select Growth and Income
Fund 0.67% -- 0.07% 0.74%(1)(2)
AIT Select International Equity
Fund.......................... 0.89% -- 0.13% 1.02%(1)(2)
AIT Investment Grade Income
Fund.......................... 0.43% -- 0.07% 0.50%(1)
AIT Select Strategic Growth
Fund.......................... 0.85% -- 0.35% 1.20%(1)(2)
AIT Select Strategic Income
Fund.......................... 0.60% -- 0.17%** 0.77%(1)
AIT Select Value Opportunity
Fund.......................... 0.90% -- 0.07% 0.97%(1)(2)
AIM V.I. Aggressive Growth
Fund.......................... 0.00% -- 1.19% 1.19%(3)
AIM V.I. Blue Chip Fund......... 0.75% -- 0.55% 1.30%
AIM V.I. Value Fund............. 0.61% -- 0.15% 0.76%
Alliance Growth and Income
Portfolio (Class B)........... 0.63% 0.25% 0.09% 0.97%
Alliance Premier Growth
Portfolio..................... 1.00% -- 0.05% 1.05%
Deutsche VIT EAFE Equity
Index......................... 0.02% -- 0.63% 0.65%(4)
Deutsche VIT Small Cap Index.... 0.00% -- 0.45% 0.45%(4)
Fidelity VIP Equity-Income
Portfolio..................... 0.48% -- 0.09% 0.57%(5)
Fidelity VIP Growth Portfolio... 0.58% -- 0.08% 0.66%(5)
Fidelity VIP High Income
Portfolio..................... 0.58% -- 0.11% 0.69%
Fidelity VIP II Contrafund
Portfolio..................... 0.58% -- 0.09% 0.67%(5)
Fidelity VIP III Growth & Income
Portfolio..................... 0.48% -- 0.12% 0.60%(5)
Fidelity VIP III Mid Cap
Portfolio..................... 0.57% -- 0.40% 0.97%(6)
Franklin Small Cap Fund
(Class 2)..................... 0.55% 0.25% 0.27% 1.07%(7)(8)
Mutual Shares Securities Fund
(Class 2)..................... 0.55% 0.25% 0.27% 1.07%(7)(9)
INVESCO VIF Dynamics Fund....... 0.75% -- 1.53% 2.28%(10)
INVESCO VIF Health Sciences
Fund.......................... 0.75% -- 0.73% 1.48%(11)
Janus Aspen Aggressive Growth
Portfolio (Service Shares).... 0.65% 0.25% 0.02% 0.92%(12)
Janus Aspen Growth Portfolio
(Service Shares).............. 0.65% 0.25% 0.02% 0.92%(12)
Janus Aspen Growth and Income
Portfolio (Service Shares).... 0.65% 0.25% 0.40% 1.30%(12)
Janus Aspen International Growth
Portfolio (Service Shares).... 0.65% 0.25% 0.11% 1.01%(12)
KVS Dreman Financial Services
Portfolio..................... 0.70% -- 0.29% 0.99%(13)
Kemper Technology Growth
Portfolio..................... 0.51% -- 0.44% 0.95%(13)(14)
T. Rowe Price International
Stock Portfolio............... 1.05% -- 0.00% 1.05%
</TABLE>

8
<PAGE>
* Effective September 1, 1999, the management fee rates for the Select
Aggressive Growth Fund and Select Capital Appreciation Fund were revised. The
Management Fee and Total Fund Expense ratios shown in the table above have been
adjusted to assume that the revised rates took effect January 1, 1999.

** The Select Strategic Income Fund commenced operations on July 1, 2000. The
"other expenses" shown for the Fund are based on estimated amounts that will be
incurred in respect of shares of the Fund for the 2000 fiscal year.

(1)Until further notice, Allmerica Financial Investment Management
Services, Inc. ("AFIMS") has declared a voluntary expense limitation of 1.50% of
average net assets for the Select International Equity Fund, 1.35% for the
Select Aggressive Growth Fund and Select Capital Appreciation Fund, 1.25% for
the Select Value Opportunity Fund, 1.10% for the Select Growth and Income Fund,
1.00% for the Select Investment Grade Income Fund, and 0.60% for the Equity
Index Fund and Money Market Fund. The total operating expenses of these Funds of
the Trust were less than their respective expense limitations throughout 1999.

Until further notice, AFIMS has declared a voluntary expense limitation of 1.00%
of average net assets for the Select Strategic Income Fund.

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

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

The total operating expenses of the funds were less than or equal to their
respective expense limitations throughout 1999 except the Select Strategic
Growth Fund which received a reimbursement of $813.00 in 1999 under its expense
limitation. However, this amount was not enough to make a difference in the
percentage shown for the Fund's total operating expenses and expense limitation
(both 1.20%).

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

(2)These Funds have entered into agreements with brokers whereby the brokers
rebate a portion of commissions. These amounts have been treated as reductions
of expenses. Including these reductions to the operating expenses, total annual
fund operating expenses were 1.88% for the Select Emerging Markets Fund, 1.01%
for Select International Equity Fund, 0.84% for Select Aggressive Growth Fund,
0.88% for Select Value Opportunity Fund, 1.17% for Select Strategic Growth Fund,
and 0.73% for Select Growth and Income Fund.

(3)Had there been no fee waivers or expense reimbursements, the Management Fee,
Other Expenses and Total Fund Expenses of the AIM V.I. Aggressive Growth Fund
would have been 0.80%, 1.62% and 2.42%, respectively.

(4)The Advisor has voluntarily undertaken to waive and reimburse its fee to the
Funds so that the Funds' total operating expenses will not exceed 0.45% for
Deutsche VIT Small Cap Index and 0.65% for Deutsche VIT EAFE Equity Index.
Without reimbursements to the Funds for the year ended 12/31/99, Management,
Other and Total Expenses would have been 0.35%, 0.83% and 1.18%, respectively
for Deutsche VIT Small Cap Index and 0.45%, 0.70% and 1.15%, respectively for
Deutsche VIT EAFE Equity Index.

9
<PAGE>
(5)A portion of the brokerage commissions that certain funds paid was used to
reduce fund expenses. In addition, through arrangements with certain funds', or
Fidelity Management & Research Company on behalf of certain funds', custodian
credits realized as a result of uninvested cash balances were used to reduce a
portion of the fund's expenses. Including these reductions, total operating
expenses presented in the table would have been 0.65% for the Fidelity VIP
Growth Portfolio, 0.56% for the Fidelity VIP Equity-Income Portfolio, 0.65% for
the Fidelity VIP II Contrafund Portfolio and 0.59% for the Fidelity VIP III
Growth & Income Portfolio.

(6)Fidelity Management & Research Company agreed to reimburse a portion of the
Fidelity VIP III Mid Cap Portfolio's expenses during the period. Without this
reimbursement, the Portfolio's management fee, other expenses and total fund
expenses would have been 0.57%, 2.77% and 3.34%.

(7)The Funds' Class 2 distribution plan or "rule 12b-1 plan" is described in the
Funds' prospectus. The fund administration fee of the Templeton Pacific Growth
Securities Fund is paid indirectly through the management fee. The Franklin
Small Cap Fund pays for similar services directly.

(8)On 2/8/00, a merger and reorganization was approved that combined the assets
of the Franklin Small Cap Fund with a similar fund of the Templeton Variable
Products Series Fund, effective 5/1/00. On 2/8/00, fund shareholders approved
new management fees, which apply to the combined fund effective 5/1/00. The
table shows restated total expenses based on the new fees and assets of the fund
as of 12/31/99, and not the assets of the combined fund. However, if the table
reflected both the new fees and the combined assets, the fund's expenses after
5/1/00 would be estimated to be the same.

(9)On 2/8/00, a merger and reorganization was approved that combined the assets
of the Mutual Shares Securities Fund with a similar fund of the Templeton
Variable Products Series Fund, effective 5/1/00. The table shows total expenses
based on the fund's assets as of 12/31/99, and not the assets of the combined
fund.

(10)The INVESCO VIF Dynamics Fund's actual Total Annual Fund Operating Expenses
were lower than the figures shown because its custodian fees were reduced under
an expense offset arrangement. Certain expenses were absorbed voluntarily by
INVESCO Funds Group, Inc. ("INVESCO") to ensure that the expenses for the Fund
did not exceed 1.15% of the Fund's average net assets pursuant to a commitment
between the Fund and INVESCO. This commitment may be changed at any time
following consultation with the board of directors. After absorption, the Fund's
Other Expenses and Total Fund Expenses for the fiscal year ended December 31,
1999 were 0.54% and 1.29% respectively of the Fund's average net assets. The
expense information presented in the table has been restated to reflect a change
in the administrative services fee.

(11)The INVESCO VIF Health Sciences Fund's actual Total Annual Fund Operating
Expenses were lower than the figures shown because its custodian fees were
reduced under an expense offset arrangement. Including the reduction for the
expense offset arrangement and voluntary expense waiver, the Fund's Management
Fees, Other Expenses and Total Fund Expenses would have been 0.75%, 0.50% and
1.25% respectively. Certain expenses of the Fund were absorbed voluntarily by
INVESCO in order to ensure that expenses for the Fund did not exceed 1.25% of
the Fund's average net expenses pursuant to a commitment between the Fund and
INVESCO. This commitment may be changed at any time following consultation with
the board of directors. The Fund's Management Fees, Other Expenses and Total
Fund Expenses for the fiscal year ended December 31, 1999, excluding any
voluntary expense waiver and expense offset arrangements, would have been 0.75%,
2.11% and 2.86% respectively.

(12)Expenses are based on the estimated expenses that the new Service Shares
Class of each Portfolio expects to incur in its initial fiscal year.

(13)Pursuant to their respective agreements with KVS, the investment manager and
the accounting agent have agreed, for the one year period commencing on May 1,
2000, to limit their respective fees and to reimburse other expenses to the
extent necessary to limit total operating expenses of the KVS Dreman Financial
Services

10
<PAGE>
and the Kemper Technology Growth Portfolios to the amounts set forth in the
Total Fund Expenses column of the table above. Without taking into effect these
expense caps, for the KVS Dreman Financial Services and the Kemper Technology
Growth Portfolios of KVS, management fees are estimated to be 0.75% and 0.75%,
respectively. Other expenses are estimated to be 0.44% and 0.29%, respectively;
and total operating expenses would have been 1.19% and 1.04%, respectively.

(14)The Kemper Technology Growth Portfolio commenced operations on May 1, 1999,
therefore "other expenses" are annualized. Actual expenses may be greater or
less than shown.

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 during the accumulation phase 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 and assumes that
the Underlying Fund expenses listed above remain the same in each of the 1, 3,
5, and 10-year intervals. As required by rules of the Securities and Exchange
Commission ("SEC"), the Contract fee is reflected in the examples by a method
designed to show the average impact on an investment in the Variable Account.
The total Contract fees collected are divided by the total average net assets
attributable to the Contracts. The resulting percentage is 0.04%, and the amount
of the Contract fee is assumed to be $0.40 in the examples. The Contract fee is
only deducted when the Accumulated Value is less than $75,000. Lower costs apply
to Contracts owned and maintained under 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.

11
<PAGE>
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS 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 Rider.

<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
AIT Equity Index Fund......................................
AIT Money Market Fund......................................
AIT Select Aggressive Growth Fund..........................
AIT Select Capital Appreciation Fund.......................
AIT Select Emerging Markets Fund...........................
AIT Select Growth Fund.....................................
AIT Select Growth and Income Fund..........................
AIT Select International Equity Fund.......................
AIT Select Investment Grade Income Fund....................
AIT Select Strategic Growth Fund...........................
AIT Select Strategic Income Fund...........................
AIT Select Value Opportunity Fund..........................
AIM V.I. Aggressive Growth Fund............................
AIM V.I. Blue Chip Fund....................................
AIM V.I. Value Fund........................................
Alliance Growth and Income Portfolio.......................
Alliance Premier Growth Portfolio..........................
Deutsche VIT EAFE Equity Index.............................
Deutsche VIT Small Cap Index...............................
Fidelity VIP Equity-Income Portfolio.......................
Fidelity VIP Growth Portfolio..............................
Fidelity VIP High Income Portfolio.........................
Fidelity VIP II Contrafund Portfolio.......................
Fidelity VIP III Growth & Income Portfolio.................
Fidelity VIP III Mid Cap Portfolio.........................
Franklin Small Cap Fund....................................
Mutual Shares Securities Fund..............................
INVESCO VIF Dynamics Fund..................................
INVESCO VIF Health Sciences Fund...........................
Janus Aspen Aggressive Growth Portfolio....................
Janus Aspen Growth Portfolio...............................
Janus Aspen Growth and Income Portfolio....................
Janus Aspen International Growth Portfolio.................
KVS Dreman Financial Services Portfolio....................
Kemper Technology Growth Portfolio.........................
T. Rowe Price International Stock Portfolio................
</TABLE>

12
<PAGE>
(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 Enhanced
Death Benefit Rider With Annual Step-Up.

13
<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 Rider.

<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
AIT Equity Index Fund......................................
AIT Money Market Fund......................................
AIT Select Aggressive Growth Fund..........................
AIT Select Capital Appreciation Fund.......................
AIT Select Emerging Markets Fund...........................
AIT Select Growth Fund.....................................
AIT Select Growth and Income Fund..........................
AIT Select International Equity Fund.......................
AIT Select Investment Grade Income Fund....................
AIT Select Strategic Growth Fund...........................
AIT Select Strategic Income Fund...........................
AIT Select Value Opportunity Fund..........................
AIM V.I. Aggressive Growth Fund............................
AIM V.I. Blue Chip Fund....................................
AIM V.I. Value Fund........................................
Alliance Growth and Income Portfolio.......................
Alliance Premier Growth Portfolio..........................
Deutsche VIT EAFE Equity Index.............................
Deutsche VIT Small Cap Index...............................
Fidelity VIP Equity-Income Portfolio.......................
Fidelity VIP Growth Portfolio..............................
Fidelity VIP High Income Portfolio.........................
Fidelity VIP II Contrafund Portfolio.......................
Fidelity VIP III Growth & Income Portfolio.................
Fidelity VIP III Mid Cap Portfolio.........................
Franklin Small Cap Fund....................................
Mutual Shares Securities Fund..............................
INVESCO VIF Dynamics Fund..................................
INVESCO VIF Health Sciences Fund...........................
Janus Aspen Aggressive Growth Portfolio....................
Janus Aspen Growth Portfolio...............................
Janus Aspen Growth and Income Portfolio....................
Janus Aspen International Growth Portfolio.................
KVS Dreman Financial Services Portfolio....................
Kemper Technology Growth Portfolio.........................
T. Rowe Price International Stock Portfolio................
</TABLE>

14
<PAGE>
(2)(b) 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 an annual 5% return on assets and election at issue
of the Enhanced Death Benefit Rider With Annual Step-Up.

15
<PAGE>
SUMMARY OF CONTRACT FEATURES

WHAT IS THE ALLMERICA SELECT REWARD VARIABLE ANNUITY?

The Allmerica Select Reward variable annuity contract or certificate
("Contract") is an insurance contract designed to help you, the Owner,
accumulate assets for your retirement or other important financial goals on a
tax-deferred basis. The Contract may be purchased up to age 85 of the oldest
Owner or, if the Owner is not a natural person, the oldest Annuitant. 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;

- 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; and

- income that you can receive for life.

WHAT HAPPENS IN THE ACCUMULATION PHASE?

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 to the
combination of portfolios of securities (Underlying Funds) under your Contract
and to the Fixed Account (collectively "the investment options.") 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 Fixed Account.
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.) An optional
Enhanced Death Benefit Rider is 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;

- the date annuity benefit payments begin but no earlier than one year after
the Issue Date; and

16
<PAGE>
- 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.

If you select a period certain option with payments guaranteed for a specified
number of years, you may also take withdrawals during the annuity payout phase.
Under this annuity payout option, the Owner may make multiple Present Value
Withdrawals each calendar year. For more information, see "F. Withdrawals After
the Annuity Date" under ANNUITIZATION -- THE PAYOUT PHASE. In addition, if you
choose a variable payout option, you may transfer among the available
Sub-Accounts.

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

The Contract is between you, (the "Owner"), and us, First Allmerica Financial
Life Insurance Company. 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 payout options

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

- select the Annuitant and beneficiary.

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. In the case of the death of a Joint Owner, the surviving Joint
Owner will receive the death benefit. Under certain circumstances, the
beneficiary may be entitled to annuity benefit payments upon the death of an
Owner on or after the Annuity Date.

HOW MUCH CAN I INVEST AND HOW OFTEN?

During the Accumulation Phase, you may make additional payments. Total payments
under the Contract can exceed $5,000,000 only with the Company's prior approval.
The number and frequency of your payments are flexible, subject only to a $1,000
minimum 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.

Each time you make a payment, you will receive a Payment Credit equal to 5% of
your payment. This Payment Credit will be immediately invested along with your
payment. However, if you cancel the Contract under its "Right to Examine"
provision, your refund will be reduced by the amount of the Payment Credit. For
more information, see "D. Right to Cancel" under DESCRIPTION OF THE
CONTRACT --THE ACCUMULATION PHASE.

WHAT ARE MY INVESTMENT CHOICES?

You may choose among thirty-six Sub-Accounts investing in the Underlying Funds
and the Fixed Account. The Underlying Funds are:

17
<PAGE>
- AIT Equity Index Fund
Managed by Allmerica Asset Management, Inc.

- AIT Money Market Fund
Managed by Allmerica Asset Management, Inc.

- AIT Select Aggressive Growth Fund
Managed by Nicholas-Applegate Capital Management, L.P.

- AIT Select Capital Appreciation Fund
Managed by T. Rowe Price Associates, Inc.

- AIT Select Emerging Markets Fund
Managed by Schroder Investment Management North America Inc.

- AIT Select Growth Fund
Managed by Putnam Investment Management, Inc.

- AIT Select Growth and Income Fund
Managed by J.P. Morgan Investment Management Inc.

- AIT Select International Equity Fund
Managed by Bank of Ireland Asset Management (U.S.) Limited

- AIT Select Investment Grade Income Fund
Managed by Allmerica Asset Management, Inc.

- AIT Select Strategic Growth Fund
Managed by TCW Investment Management Company

- AIT Select Strategic Income Fund
Managed by Western Asset Management Company

- AIT Select Value Opportunity Fund
Managed by Cramer Rosenthal McGlynn, LLC

- AIM V.I. Aggressive Growth Fund
Managed by A I M Advisors, Inc.

- AIM V.I. Blue Chip Fund
Managed by A I M Advisors, Inc.

- AIM V.I. Value Fund
Managed by A I M Advisors, Inc.

- Alliance Growth and Income Portfolio
Managed by Alliance Capital Management L.P.

- Deutsche VIT EAFE Equity Index
Managed by Bankers Trust Company

- Deutsche VIT Small Cap Index
Managed by Bankers Trust Company

18
<PAGE>
- Fidelity VIP Equity-Income Portfolio
Managed by Fidelity Management & Research Company

- Fidelity VIP Growth Portfolio
Managed by Fidelity Management & Research Company

- Fidelity VIP High Income Portfolio
Managed by Fidelity Management & Research Company

- Fidelity VIP II Contrafund Portfolio
Managed by Fidelity Management & Research Company

- Fidelity VIP III Growth & Income Portfolio
Managed by Fidelity Management & Research Company

- Fidelity VIP III Mid Cap Portfolio
Managed by Fidelity Management & Research Company

- Franklin Small Cap Fund
Managed by Franklin Advisers, Inc.

- Mutual Shares Securities Fund
Managed by Franklin Mutual Advisers, LLC

- Templeton Pacific Growth Securities Fund
Managed by Franklin Advisers, Inc.

- INVESCO VIF Dynamics Fund
Managed by INVESCO Funds Group, Inc.

- INVESCO VIF Health Sciences Fund
Managed by INVESCO Funds Group, Inc.

- Janus Aspen Aggressive Growth Portfolio
Managed by Janus Capital

- Janus Aspen Growth Portfolio
Managed by Janus Capital

- Janus Aspen Growth and Income Portfolio
Managed by Janus Capital

- Janus Aspen International Growth Portfolio
Managed by Janus Capital

- KVS Dreman Financial Services Portfolio
Managed by Scudder Kemper Investments, Inc.

- Kemper Technology Growth Portfolio
Managed by Scudder Kemper Investments, Inc.

- T. Rowe Price International Stock Portfolio
Managed by Rowe Price-Fleming International, Inc.

19
<PAGE>
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. For a more detailed
description of the Underlying Funds, see INVESTMENT OBJECTIVES AND POLICIES.

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 ARE THE INVESTMENT ADVISERS OF THE UNDERLYING FUNDS?

The following are the investment advisers of the Underlying Funds:

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISER
---- ------------------
<S> <C>
AIT Equity Index Fund Allmerica Asset Management, Inc.
AIT Money Market Fund Allmerica Asset Management, Inc.
AIT Select Aggressive Growth Fund Nicholas-Applegate Capital Management, L.P.
AIT Select Capital Appreciation Fund T. Rowe Price Associates, Inc.
AIT Select Emerging Markets Fund Inc. Schroder Investment Management North America I
AIT Select Growth Fund Putnam Investment Management, Inc.
AIT Select Growth and Income Fund J. P. Morgan Investment Management Inc.
AIT Select International Equity Fund Bank of Ireland Asset Management (U.S.)
Limited
AIT Select Investment Grade Income Fund Allmerica Asset Management, Inc.
AIT Select Strategic Growth Fund TCW Investment Management Company
AIT Select Strategic Income Fund Western Asset Management Company
AIT Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
AIM V.I. Aggressive Growth Fund A I M Advisors, Inc.
AIM V.I. Blue Chip Fund A I M Advisors, Inc.
AIM V.I. Value Fund A I M Advisors, Inc.
Alliance Growth and Income Portfolio Alliance Capital Management L.P.
Alliance Premier Growth Portfolio Alliance Capital Management L.P.
Deutsche VIT EAFE Equity Index Bankers Trust Company
Deutsche VIT Small Cap Index Bankers Trust Company
Fidelity VIP Equity-Income Portfolio Fidelity Management & Research Company
Fidelity VIP Growth Portfolio Fidelity Management & Research Company
Fidelity VIP High Income Portfolio Fidelity Management & Research Company
Fidelity VIP II Contrafund Portfolio Fidelity Management & Research Company
Fidelity VIP III Growth & Income Portfolio Fidelity Management & Research Company
Fidelity VIP III Mid Cap Portfolio Fidelity Management & Research Company
Franklin Small Cap Fund Franklin Advisers, Inc.
Mutual Shares Securities Fund Franklin Mutual Advisers, LLC
INVESCO VIF Dynamics Fund INVESCO Funds Group, Inc.
INVESCO VIF Health Sciences Fund INVESCO Funds Group, Inc.
Janus Aspen Aggressive Growth Portfolio Janus Capital
Janus Aspen Growth Portfolio Janus Capital
Janus Aspen Growth and Income Portfolio Janus Capital
Janus Aspen International Growth Portfolio Janus Capital
KVS Dreman Financial Services Portfolio Scudder Kemper Investments, Inc.
Kemper Technology Growth Portfolio Scudder Kemper Investments, Inc.
T. Rowe Price International Stock Portfolio Rowe Price-Fleming International, Inc.
</TABLE>

For more information, see DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT AND
THE UNDERLYING INVESTMENT COMPANIES.

20
<PAGE>
CAN I MAKE TRANSFERS AMONG THE INVESTMENT OPTIONS?

Yes. During the accumulation phase, you may transfer among the Sub-Accounts
investing in the Underlying Funds and the Fixed Account. On and after the
Annuity Date, if you have elected a variable option, you may transfer only among
the Sub-Accounts. You will incur no current taxes on transfers while your money
remains in the Contract. See "E. Transfer Privilege" under DESCRIPTION OF THE
CONTRACT -- THE ACCUMULATION PHASE and "E. Transfers of Annuity Units" under
ANNUITIZATION -- THE PAYOUT PHASE.

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.

If you authorize automatic periodic transfers (under an Asset Allocation Model
Reallocation program, Automatic Transfers program (Dollar Cost Averaging) or
Automatic Account Rebalancing program), 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 or rebalancing under that request is without
charge and does not reduce the remaining number of transfers which may be made
free of charge.

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. A 10% tax penalty may apply on all amounts deemed to be
earnings if you are under age 59 1/2. Each calendar year, you can withdraw
without a surrender charge the Withdrawal Without Surrender Charge Amount. The
Withdrawal Without Surrender Charge Amount in each calendar year will be the
greater of:

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

(2) 15% of the Gross Payment Base. When the first withdrawal is taken, the Gross
Payment Base is equal to total payments made to the Contract. When
subsequent withdrawals are taken, the Gross Payment Base reduces.

For a detailed discussion of how the Withdrawal Without Surrender Charge Amount
is calculated, please see CHARGES AND DEDUCTIONS, "E. Surrender Charge."

Each calendar year, the Owner of a qualified Contract or a Contract issued under
a Section 457 Deferred Compensation Plan may take without a surrender charge the
Withdrawal Without Surrender Charge Amount described above or, if greater, an
amount calculated by the Company based on his or her life expectancy.

In addition, WHERE PERMITTED BY LAW, you may withdraw all or a portion of your
money without a surrender charge if, after the Contract is issued and before you
attain age 65, you become disabled.

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

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
plus any fees or charges that may have been deducted, less the Payment
Credit(s). However, if required in your state or if the Contract was

21
<PAGE>
issued as an Individual Retirement Annuity (IRA), you will generally receive a
refund of your gross payment(s). In certain jurisdictions this refund may be the
greater of (1) your gross payment(s) or (2) the Accumulated Value plus any fees
or charges previously deducted, less any Payment Credit(s). See "D. Right to
Cancel" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE.

Each time you make a payment, you will receive a Payment Credit equal to 5% of
the payment. The Payment Credit will be immediately invested along with your
payment. However, if you cancel the Contract under its "Right to Examine"
provision, your refund will be reduced by the amount of the Payment Credit(s).
If the "Right to Examine" provision in your state provides that you will receive
the Accumulated Value of the Contract (adjusted as described above), this means
that you receive any gains and bear any losses attributable to the Payment
Credit. For more information, 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 law).

22
<PAGE>
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
AND THE UNDERLYING INVESTMENT COMPANIES

THE COMPANY. The Company, organized under the laws of Massachusetts in 1844, is
the fifth oldest life insurance company in America. Effective October 16, 1995,
the Company converted from a mutual life insurance company known as State Mutual
Life Assurance Company of America to a stock life insurance company and adopted
its present name. As of December 31, 2000, the Company and its subsidiaries had
over $2X billion in combined assets and over $4X billion of life insurance in
force. The Company is a wholly owned subsidiary of Allmerica Financial
Corporation ("AFC"). The Company's Principal Office is located at 440 Lincoln
Street, Worcester, Massachusetts 01653, telephone 508-855-1000 ("Principal
Office").

The Company is subject to the laws of the Commonwealth of Massachusetts
governing insurance companies and to regulation by the Commissioner of Insurance
of Massachusetts. In addition, the Company is subject to the insurance laws and
regulations of other states and jurisdictions in which it is licensed to
operate.

The Company is a charter member of the Insurance Marketplace Standards
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that covers 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.

ALLMERICA SELECT SEPARATE ACCOUNT. The Company maintains a separate account
called the Allmerica Select Separate Account (the "Variable Account"). The
Variable Account was authorized by vote of the Board of Directors of the Company
on August 20, 1991. The Variable Account is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940 ("the 1940 Act"). This
registration does not involve the supervision or management of investment
practices or policies of the Variable Account by the SEC.

The Variable Account is a separate investment account of the Company. The assets
used to fund the variable portions of the Contract are set aside in Sub-Accounts
of the Variable Account, and are kept separate from the general assets of the
Company. 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. Obligations
under the Contracts are obligations of the Company. Under Massachusetts 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.

THE UNDERLYING INVESTMENT COMPANIES

ALLMERICA INVESTMENT TRUST. Allmerica Investment Trust ("AIT") is an open-end,
diversified, management investment company registered with the SEC under the
1940 Act. AIT was established as a Massachusetts business trust on October 11,
1984, for the purpose of providing a vehicle for the investment of assets of
various separate accounts established by the Company or other affiliated
insurance companies. Eleven investment portfolios of AIT currently are available
under the Contract, each issuing a series of shares: Select Emerging Markets
Fund, Select International Equity Fund, Select Aggressive Growth Fund, Select
Capital Appreciation Fund, Select Value Opportunity Fund, Select Strategic
Growth Fund, Select Strategic Income Fund, Equity Index Fund, Select Growth and
Income Fund, Select Investment Grade Income Fund and the Money Market Fund. The
assets of each Fund are held separate from the assets of the other Funds. Each
Fund

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operates as a separate investment vehicle and the income or losses of one Fund
have no effect on the investment performance of another Fund. Shares of AIT are
not offered to the general public but solely to such variable accounts.

The trustees have overall responsibility for the supervision of the affairs of
AIT. The Trustees have entered into a management agreement ("Management
Agreement") with Allmerica Financial Investment Management Services, Inc.,
("AFIMS") a wholly owned subsidiary of Allmerica Financial, to handle the
day-to-day affairs of AIT. Subject to Trustee review, AFIMS is responsible for
the general management of the Funds. AFIMS also performs certain administrative
and management services for AIT, furnishes to AIT all necessary office space,
facilities and equipment and pays the compensation, if any, of officers and
Trustees who are affiliated with AFIMS.

AFIMS has entered into agreements with investment advisers ("Sub-Advisers")
selected by AFIMS and the Trustees, in consultation with BARRA
RogersCasey, Inc. ("BARRA RogersCasey") a pension consulting firm. The cost of
such consultation is borne by AFIMS. BARRA RogersCasey provides consulting
services to pension plans representing hundreds of billions of dollars in total
assets and, in its consulting capacity, monitors the investment performance of
over 1000 investment advisers. BARRA RogersCasey is wholly controlled by
BARRA, Inc. As a consultant, BARRA RogersCasey has no discretionary or
decision-making authority with respect to the Funds and has no responsibility
for any investment advice or other services provided to the Funds by AFIMS or
the Sub-Advisers. Under each Sub-Adviser agreement, the Sub-Adviser is
authorized to engage in portfolio transactions on behalf of the applicable Fund,
subject to the Trustees'
and/or AFIMS' instructions. AFIMS is solely responsible for the payment of all
fees for investment management services.

Each independent Sub-Adviser is selected by using strict objective,
quantitative, and qualitative criteria, with special emphasis on the
Sub-Adviser's record in managing similar portfolios. In consultation with BARRA
RogersCasey, a committee monitors and evaluates the ongoing performance of all
of the Funds. The committee may recommend the replacement of a Sub-Adviser of
one of the Funds of AIT, or the addition or deletion of a Fund. The committee
includes members who may be affiliated or unaffiliated with the Company and AIT.
The Sub-Advisers (other than Allmerica Asset Management, Inc.) are not
affiliated with the Company or AIT.

Other than expenses specifically assumed by AFIMS under the Management
Agreement, AIT bears all expenses incurred in its operation, including fees and
expenses associated with the registration and qualification of AIT's shares
under the Securities Act of 1933, other fees payable to the SEC, independent
public accountant fees, legal and custodian fees, association membership dues,
taxes, interest, insurance premiums, brokerage commissions, fees and expenses of
the Trustees who are not affiliated with AFIMS, expenses for proxies,
prospectuses and reports to shareholders, and other expenses.

AIM VARIABLE INSURANCE FUNDS. AIM Variable Insurance Funds ("AVIF"), an
open-end, series, management investment company, was organized as a Maryland
corporation on January 22, 1993, changed to a Delaware business trust on May 1,
2000, and is registered with the SEC under the 1940 Act. The investment advisor
for the AIM V.I. Aggressive Growth Fund, AIM V.I. Blue Chip Fund and the AIM
V.I. Value Fund is A I M Advisors, Inc. ("AIM"). AIM was organized in 1976, and,
together with its subsidiaries, manages or advises over 120 investment company
portfolios encompassing a broad range of investment objectives.

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. Alliance Variable Products Series
Fund, Inc. ("Alliance") is registered with the SEC as an open-end, management
investment company under the 1940 Act. Two of its separate investment portfolios
are currently available under the Contract: the Alliance Growth and Income
Portfolio and the Alliance Premier Growth Portfolio. Alliance Capital
Management, L.P. ("Alliance Capital") serves as the investment adviser to
Alliance. Alliance Capital Management Corporation, the sole general partner of
Alliance Capital, is an indirect wholly owned subsidiary of The Equitable Life
Assurance Society of the United States, which is in turn a wholly owned
subsidiary of the Equitable Companies Incorporated, a holding company which is
controlled by AXA, a French insurance holding company.

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DEUTSCHE ASSET MANAGEMENT VIT FUNDS. Deutsche Asset Management VIT Funds
("Deutsche VIT") is an open-end management investment company which is
registered under the 1940 Act, as amended, and was organized as a Massachusetts
business trust on January 19, 1996. Bankers Trust Company is the investment
advisor for Deutsche VIT EAFE Equity Index and the Deutsche VIT Small Cap Index
which are available under the Contract.

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

Various Fidelity companies perform certain activities required to operate
Fidelity VIP. FMR is one of America's largest investment management
organizations, and has its principal business address at 82 Devonshire Street,
Boston, Massachusetts. It is composed of a number of different companies which
provide a variety of financial services and products. FMR is the original
Fidelity Company, founded in 1946. It provides a number of mutual funds and
other clients with investment research and portfolio management services. As
part of their operating expenses, the portfolios of Fidelity VIP pay a monthly
investment management fee to FMR for managing investment and business affairs.
The prospectus of Fidelity VIP contains additional information concerning the
portfolios, including information about additional expenses paid by the
portfolios, and should be read in conjunction with this Prospectus.

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

FIDELITY VARIABLE INSURANCE PRODUCTS FUND III. Fidelity Variable Insurance
Products Fund III ("Fidelity VIP III"), managed by FMR (see discussion above) is
an open-end, diversified management investment company registered with the SEC
under the 1940 Act. Two of its investment portfolios are available under the
Contract: the Fidelity VIP III Growth & Income Portfolio and Fidelity VIP III
Mid Cap Portfolio.

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST. Franklin Templeton
Variable Insurance Products Trust ("FT VIP") and the funds' investment managers
and their affiliates manage over $2XX billion in assets (as of December 31,
2000). The investment adviser to the Franklin Small Cap Fund is Franklin
Advisers, Inc. The investment adviser to the Mutual Shares Securities Fund is
Franklin Mutual Advisers, LLC.

INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO Variable Investment
Funds, Inc. ("INVESCO VIF") is an open-end, diversified, no-load management
investment company which was incorporated under the laws of Maryland on
August 19, 1993. The investment adviser to the INVESCO VIF Dynamics Fund and the
INVESCO VIF Health Sciences Fund is INVESCO Funds Group, Inc.

JANUS ASPEN SERIES. Janus Aspen Series ("Janus Aspen") is an open-end,
management investment company registered with the SEC. It was organized as a
Delaware business trust on May 20, 1993. Janus Capital is the investment adviser
of Janus Aspen. Four of its investment portfolios are available under the
Contract: Janus Aspen Aggressive Growth Portfolio, Janus Aspen Growth Portfolio,
Janus Aspen Growth and Income Portfolio and Janus Aspen International Growth
Portfolio.

KEMPER VARIABLE SERIES. Kemper Variable Series ("KVS") is a series-type mutual
fund registered with the SEC as an open-end, management investment company. The
KVS Dreman Financial Services Portfolio and

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the Kemper Technology Growth Portfolio are offered under the Contract. Scudder
Kemper Investments, Inc. serves as the investment adviser of KVS.

T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Series,
Inc. ("T. Rowe Price"), managed by Rowe Price-Fleming International, Inc.
("Price-Fleming"), is an open-end, diversified, management investment company
organized as a Maryland corporation in 1994 and registered with the SEC under
the 1940 Act. Price-Fleming, founded in 1979 as a joint venture between T. Rowe
Price Associates, Inc. and Robert Fleming Holdings, Limited, is one the largest
no-load international mutual fund asset managers with approximately $4X billion
(as of December 31, 2000) under management in its offices in Baltimore, London,
Tokyo, Hong Kong, Singapore and Buenos Aires. One of its investment portfolios
is available under the Contract: the T. Rowe Price International Stock
Portfolio.

INVESTMENT OBJECTIVES AND POLICIES

A summary of investment objectives of each of the Underlying Funds is set forth
below. MORE DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES,
RESTRICTIONS AND RISKS, EXPENSES PAID BY THE UNDERLYING FUNDS, AND OTHER
RELEVANT INFORMATION REGARDING THE UNDERLYING INVESTMENT COMPANIES MAY BE FOUND
IN THEIR RESPECTIVE PROSPECTUSES, WHICH ACCOMPANY THIS PROSPECTUS. PLEASE READ
THEM CAREFULLY BEFORE INVESTING. The Statements of Additional Information
("SAI") of the Underlying Funds are available upon request. There can be no
assurance that the investment objectives of the Underlying Funds can be achieved
or that the value of a Contract will equal or exceed the aggregate amount of the
purchase payments made under that Contract.

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

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

AIT SELECT AGGRESSIVE GROWTH FUND -- seeks above-average capital appreciation by
investing primarily in common stocks of companies which are believed to have
significant potential for capital appreciation.

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

AIT SELECT EMERGING MARKETS FUND -- seeks long-term growth of capital by
investing in the world's emerging markets.

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

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

AIT SELECT INTERNATIONAL EQUITY FUND -- seeks maximum long-term total return
(capital appreciation and income). The Fund will invest primarily in common
stocks of established non-U.S. companies.

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

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

AIT SELECT STRATEGIC INCOME FUND -- seeks to maximize total return, consistent
with prudent investment management and liquidity needs, by investing in various
types of fixed income securities.

AIT SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital by
investing principally in diversified portfolio of common stocks of small and
mid-size companies whose securities at the time of purchase are considered by
the Sub-Adviser to be undervalued.

AIM V.I. AGGRESSIVE GROWTH FUND -- seeks to achieve long-term growth of capital
by investing primarily in common stocks, convertible bonds, convertible
preferred stocks and warrants of small and medium sized companies.

AIM V.I. BLUE CHIP FUND -- seeks long-term growth of capital with a secondary
objective of current income. The Fund seeks to meet these objectives by
investing primarily in the common stocks of blue chip companies. The Fund may
invest in U.S. government securities, convertible securities, high quality debt
securities and foreign securities.

AIM V.I. VALUE FUND -- seeks to achieve long-term growth of capital by investing
primarily in equity securities judged by the Fund's investment advisor to be
undervalued relative to the investment advisor's appraisal of the current or
projected earnings of the companies issuing the securities, or relative to
current market values of assets owned by companies issuing the securities or
relative to the equity market generally. Income is a secondary objective.

ALLIANCE GROWTH AND INCOME PORTFOLIO (CLASS B) -- seeks reasonable current
income and reasonable opportunity for appreciation through investments primarily
in dividend paying common stocks of good quality. The Portfolio invests
primarily in stock of large, well established "blue chip" companies, fixed
income and convertible securities, and securities of foreign issuers.

ALLIANCE PREMIER GROWTH PORTFOLIO -- seeks growth of capital by pursuing
aggressive investment policies. The Portfolio invests primarily in equity
securities in a small number (40-50) of intensely researched U.S. companies.

DEUTSCHE VIT EAFE EQUITY INDEX -- seeks to match, as closely as possible, before
the deduction of expenses, the performance of the EAFE-Registered Trademark-
Index. The Fund will invest primarily in common stocks of companies that compose
the EAFE-Registered Trademark- Index, in approximately the same weightings as
the EAFE-Registered Trademark- Index. The Fund may also use stock index futures
and options.

DEUTSCHE VIT SMALL CAP INDEX -- seeks to match, as closely as possible (before
the deduction of expenses) the performance of the Russell 2000 index, which
emphasizes stocks of small U.S. companies. The Fund will invest primarily in
common stocks of companies that compose the Russell 2000 Index, in approximately
the same weightings as the Russell Index. The Fund may also use stock index
futures and options.

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

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

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

FIDELITY VIP II CONTRAFUND PORTFOLIO -- seeks long-term capital appreciation.
The Portfolio invests primarily in common stocks of domestic and foreign issuers
whose value is not fully recognized by the public. The Portfolio may invest in
either growth stocks or value stocks or both.

FIDELITY VIP III GROWTH & INCOME PORTFOLIO -- seeks high total return through a
combination of current income and capital appreciation. The Portfolio invests a
majority of its assets in common stocks of domestic and foreign issuers with a
focus on those that pay current dividends and show potential for capital
appreciation. The Portfolio may also invest in bonds, including lower-quality
debt securities, as well as stocks that are not currently paying dividends, but
offer prospects for future income or capital appreciation.

FIDELITY VIP III MID CAP PORTFOLIO -- seeks long-term growth of capital. The
Portfolio invests primarily in common stocks of domestic and foreign issuers
with medium market capitalizations. The Portfolio may invest in either growth
stocks or value stocks or both.

FRANKLIN SMALL CAP FUND (CLASS 2) -- seeks capital growth. The Fund invests
primarily in equity securities of small cap U.S. companies.

MUTUAL SHARES SECURITIES FUND (CLASS 2) -- seeks capital appreciation. Its
secondary goal is income. The fund invests primarily in equity securities of
companies the manager believes are available at market prices less than their
value based on certain recognized or objective criteria (intrinsic value).

INVESCO VIF DYNAMICS FUND -- seeks to buy securities that will increase in value
over the long term. The Fund invests in a variety of securities that present
opportunities for capital growth -- primarily common stocks of companies traded
on the U.S. securities exchanges, as well as over the counter. The Fund also may
invest in preferred stocks and debt instruments that are convertible into common
stocks, as well as in securities of foreign companies.

INVESCO VIF HEALTH SCIENCES FUND -- seeks to make an investment grow. The fund
is aggressively managed and invests primarily in equity securities of companies
that develop, produce or distribute products or services related to health care.

JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO (SERVICE SHARES) -- seeks long-term
growth of capital. The Portfolio invests primarily in common stocks of
medium-sized companies selected for their growth potential.

JANUS ASPEN GROWTH PORTFOLIO (SERVICE SHARES) -- seeks long-term growth of
capital in a manner consistent with the preservation of capital. The Portfolio
invests primarily in common stocks of larger, more established companies
selected for their growth potential.

JANUS ASPEN GROWTH AND INCOME PORTFOLIO (SERVICE SHARES) -- seeks long-term
capital growth and income. The Portfolio normally emphasizes investments in
common stocks.

JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO (SERVICE SHARES) -- seeks long-term
growth of capital. The Portfolio invests primarily in securities of issuers from
at least five different countries, excluding the United

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States. Although the Portfolio intends to invest substantially all of its assets
in issuers located outside the United States, it may invest in U.S. issuers and
it may at times invest all of its assets in fewer than five countries, or even
in a single country.

KVS DREMAN FINANCIAL SERVICES PORTFOLIO -- seeks long-term capital appreciation
by investing primarily in common stocks and other equity securities of companies
in the financial services industry believed by the Portfolio's investment
manager to be undervalued.

KEMPER TECHNOLOGY GROWTH PORTFOLIO -- seeks growth of capital.

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

If there is a material change in the investment policy of a Sub-Account or the
Fund in which it invests, the Owner will be notified of the change. If the Owner
has Accumulated Value allocated to that Fund, he or she may have the Accumulated
Value reallocated without charge to another Fund or to the Fixed Account, where
available, on written request received by the Company within sixty (60) days of
the later of (1) the effective date of such change in the investment policy, or
(2) the receipt of the notice of the Owner's right to transfer.

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DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE

A. PAYMENTS

The latest Issue Date is age 85 of the oldest Owner, or, if the Owner is not a
natural person, the oldest Annuitant. 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 and/or signature. 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, or
prior to the death of an Owner, subject to certain minimums:

- Currently, the initial payment must be at least $1,000.

- 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.

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
net payment is credited to the Contract and allocated among the requested
investment options as of the date that all issue requirements are properly met.
The allocation instructions for the initial net payment will serve as the
allocation instructions for all future payments. You can change the allocation
instructions for future payments by notifying the Company.

You also have the option of specifying how a specific payment should be
allocated. This will not change the allocation instructions for any subsequent
payment.

For a discussion of future payments to an Automatic Transfer Program (Dollar
Cost Averaging), please see "Automatic Transfers (Dollar Cost Averaging)" under
"E. Transfer Privilege" below.

Subject to state law, in order for the Owner to initiate transactions over the
telephone, a properly completed authorization must be on file. 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 unauthorized or fraudulent instructions. Such
procedures may include, among other things, 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%. Payment Credits are not
considered to be "investment in the contract" for income tax purposes. (See
FEDERAL TAX CONSIDERATIONS).

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Each Payment Credit is immediately allocated among the investment options in the
same proportions as the applicable payment. However, if you cancel the Contract
under its "Right to Examine" provision, the amount refunded to you will be
reduced by the amount of the Payment Credit(s). If the applicable "Right to
Examine" provision in your state provides that you will receive the adjusted
Accumulated Value of the Contract, this means that you receive any gains and
bear any losses attributable to the Payment Credit. For more information, see
"D. Right to Cancel," below.

C. COMPUTATION OF VALUES

The Owner may allocate payments among the Sub-Accounts and the Fixed Account.
Allocations to the Fixed Account are not converted into Accumulation Units, but
are credited interest at a rate periodically set by the Company. See
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, if any.

THE ACCUMULATION UNIT. 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 Fund. The value of an
Accumulation Unit was arbitrarily set at $1.00 on the first Valuation Date for
each Sub-Account.

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 the sum of (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;

(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.

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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.

In order to comply with New York regulations concerning the purchase of a new
annuity contract to replace an existing life or annuity contract (a
"replacement"), an Owner who purchases the Contract in New York as a replacement
may cancel within 60 days after receipt. In order to cancel the Contract, the
Owner must mail or deliver it to the Company's Principal Office or to one of its
authorized representatives. The Company will refund an amount equal to the
Surrender Value plus all fees and charges, and the Contract will be void from
the beginning.

In most states, the Company will pay the Owner the Contract's Accumulated Value,
plus any amounts deducted for taxes, charges or fees, minus any Payment
Credit(s). 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 your gross payment(s). In some states, the refund may equal
the greater of (a) gross payment(s) or (b) the Accumulated Value plus any
amounts deducted for taxes, charges or fees, minus any Payment Credit(s). 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.

Each time a payment is made, the Owner receives a Payment Credit equal to 5% of
the payment. If you cancel the Contract under its "Right to Examine" provision,
your refund will be reduced by the amount of the Payment Credit(s). If the
"Right to Examine" provision in your state provides that you will receive the
Accumulated Value of the Contract (adjusted as described above), this means that
you receive any gains and bear any losses attributable to the 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 investment
options at any time upon written or, in most jursidictions, 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.

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. The first automatic transfer or rebalancing under an Asset
Allocation Model Reallocation program, Automatic Transfers (Dollar Cost
Averaging) program, or Automatic Account Rebalancing program 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 or rebalancing
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.

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with its investment objectives and policies. If it appears that there is a
pattern of transfers that coincides with a market timing strategy and/or that is
disruptive to the Underlying Funds, the Company reserves the right, subject to
state law, to refuse transfers or to take other action to prevent or limit the
use of such activities.

ASSET ALLOCATION MODEL REALLOCATIONS. If an Owner elects to follow an asset
allocation strategy, the Owner may preauthorize transfers in accordance with the
chosen strategy. The Company may provide administrative or other support
services to independent third parties that provide recommendations as to such
allocation strategies. However, the Company does not engage any third parties to
offer investment allocation services of any type under this Contract, does not
endorse or review any investment allocation recommendations made by such third
parties and is not responsible for the investment allocations and transfers
transacted on the Owner's behalf. The Company does not charge for providing
additional asset allocation support services. Additional information concerning
asset allocation programs for which the Company is currently providing support
services may be obtained from a registered representative or the Company.

AUTOMATIC TRANSFERS (DOLLAR COST AVERAGING). You may elect automatic transfers
of a predetermined dollar amount on a periodic basis from the Fixed Account or
the Sub-Accounts investing in the Money Market Fund and the Select Investment
Grade Income Fund ("source accounts"). You may elect automatic transfers 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;

- automatic transfers may not be made into the selected source account or
the Fixed Account 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 you provide new allocation instructions. 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
instruct the Company to do so.

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 made to the Fixed Account, when it is being used as the source account
from which to process automatic transfers. For more information see "ENHANCED
AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM" in the SAI.

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.

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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.

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.

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 investment
options 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. Each withdrawal must be a
minimum of $100 and, except in New York where no specific minimum balance is
required, the remaining Accumulated Value of the Contract may not be reduced to
less than $1,000.

A surrender charge and a Contract fee may apply when a withdrawal is made or a
Contract is surrendered. See CHARGES AND DEDUCTIONS. However, 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; see "E. Surrender
Charge," "Withdrawal Without Surrender Charge" under CHARGES AND DEDUCTIONS.

Any distribution is normally payable within seven days following the Company's
receipt of the surrender or withdrawal request. Subject to state law, the
Company reserves the right to defer surrenders and withdrawals of amounts
allocated to the Company's Fixed Account for a period not to exceed six months.
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 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." under FEDERAL TAX CONSIDERATIONS.

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

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For information about Withdrawals after the Annuity Date, see "F. Withdrawals
After the Annuity Date" under ANNUITIZATION -- THE PAYOUT PHASE.

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-annually
or annually). 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 latest of 15 days after the Issue
Date, the date the written request is received at the Principal Office, or on a
date specified by the Owner.

Systematic withdrawals will first be taken from amounts available as a
"Withdrawal Without Surrender Charge" (see "E. Surrender Charge," "Withdrawal
Without Surrender Charge" under CHARGES AND DEDUCTIONS); 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 and, except in New York,
the Accumulated Value may not be reduced to less than $1,000. 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.

LIFE EXPECTANCY DISTRIBUTIONS (for Qualified Contracts and Contracts issued
under Section 457 Deferred Compensation Plans only). Each calendar year prior to
the Annuity Date, the Owner may take without surrender charge a series of
systematic withdrawals from the Contract according to the Company's life
expectancy distribution ("LED") option. See "D. Surrender Charge," "Withdrawal
Without Surrender Charge" under CHARGES AND DEDUCTIONS. The Owner must return a
properly signed LED request 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, (based upon the applicable IRS
table), in each calendar year a fraction of the Accumulated Value is withdrawn
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

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the maximum Annuity Date permitted under the Contract, at which time an annuity
payout 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 "C. Taxation of the
Contract in General" under FEDERAL TAX CONSIDERATIONS. 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. In order to
receive withdrawals without application of any surrender charge, the Owner may
preauthorize level periodic withdrawals under the Systematic Level Free of
Surrender Charge Withdrawal Program. Withdrawals under the Program may be made
on a monthly, bi-monthly, quarterly, semi-annual or annual basis. In order to
ensure that no surrender charge is ever applied to withdrawals made under this
program, the periodic withdrawals in any calendar year are limited to 15% of the
total of all payments invested in the Contract as reduced by certain prior
withdrawal(s) of payments. For more information on how this amount is
calculated, see "E. Surrender Charge," "Withdrawal Without Surrender Charge"
under CHARGES AND DEDUCTIONS.

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

STANDARD DEATH BENEFIT. Unless an 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 that
the Company receives proof of death 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 RIDER. When applying for the Contract, an Owner
may elect the optional Enhanced Death Benefit With Annual Step-Up Rider. A
separate charge for this Rider is made against the Contract's Accumulated Value
on the last day of each Contract month for the coverage provided during that
month. 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 Account. For specific charges and more detail, see "C. Optional Rider
Charge" under CHARGES AND DEDUCTIONS.

The Enhanced Death Benefit With Annual Step-Up Rider provides a death benefit
guarantee if death of an Owner (or an Annuitant if the Owner is not a natural
person) occurs before the Annuity Date. The calculation of the death benefit is
as follows:

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If an Owner (or an Annuitant if the Owner is not a natural person) dies before
the Annuity Date, the death benefit is equal to the GREATEST of:

(a) the Accumulated Value on the Valuation Date that the Company receives
proof of death;

(b) gross payments, proportionately reduced to reflect withdrawals; and

(c) the highest Accumulated Value on any Contract anniversary date prior to
the date of death, as determined after being 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 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), the excess,
if any, of the death benefit over the Accumulated Value will be transferred to
the Money Market Sub-Account. The beneficiary may, by written request, effect
transfers and withdrawals during the deferral period and prior to annuitization
under (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 rather than receiving payment of the
death benefit. The spouse will then become the Owner and Annuitant, and the
excess, if any, of the death benefit over the Contract's Accumulated Value will
be added to the Money Market Sub-Account.

The resulting 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. 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
received 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.

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ANNUITIZATION -- THE PAYOUT PHASE

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

- to select the annuity payout 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 payout 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 ("AIR") for a
variable option (see "D. Variable Annuity Benefit Payments" below for
details); and

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

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 first Contract Anniversary; and

- must occur on the first day of any month before the Owner's 90th birthday.

If there are Joint Owners, the age of the older will determine the latest
possible Annuity Date. If there is a non-natural owner, the Annuity Date will be
based on the age of the oldest Annuitant. 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) one year after the Issue Date.

The Owner may elect to change the Annuity Date by sending a written 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 payout option that may be elected. The Owner
should carefully review the Annuity Date and the annuity payout options with
his/her tax adviser. See also 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 payout options.

The Owner may change the annuity payout option up to one month before the
Annuity Date. If the Owner fails to choose an annuity payout option, monthly
benefit payments will be made under a variable Life with Cash Back annuity
payout option.

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The annuity payout 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 payout 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 option 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 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
option, he/she will receive monthly payments equal to the value of the fixed
number of Annuity Units in the chosen Sub-Account(s). The first variable annuity
benefit payment will be based on the current annuity option rates made available
by the Company at the time the variable annuity payout option is selected.
Annuity option rates determine the dollar amount of the first payment for each
$1,000 of applied value. The annuity option rates are based on the Annuity 2000
Mortality Table and a 3% AIR.

Since the value of an Annuity Unit in a Sub-Account reflects the investment
performance of the Sub-Account, the amount of each monthly annuity benefit
payment will usually vary. However, under this Contract, if the Owner elects a
variable payout option, he or she must also select a monthly, quarterly,
semi-annual or annual 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 ANNUITY PAYOUT OPTIONS

The Company currently provides the following annuity payout options:

LIFE ANNUITY PAYOUT OPTION

- 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.

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LIFE WITH PERIOD CERTAIN ANNUITY PAYOUT OPTION

- 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 WITH CASH BACK ANNUITY PAYOUT OPTION

- SINGLE LIFE -- Monthly payments during the Annuitant's life. Thereafter,
any excess of the originally 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).

PERIOD CERTAIN ANNUITY PAYOUT OPTION (PAYMENTS GUARANTEED FOR A SPECIFIC NUMBER
OF YEARS)

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
payout 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 under 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:

(1) a discount factor equivalent to the AIR and

(2) 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% or 5%. 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:

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- annuity payout option chosen;

- length of the annuity payout option elected;

- age of the Annuitant;

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

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

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

- AIR selected.

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

(1) the Accumulated Value applied under that option, 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.

Notwithstanding the above, the annuity benefit payments under a New York
Contract will be equal to or greater than the annuity benefit payments under an
immediate variable annuity issued by the Company where the initial payment is
equal to the greater of (1) the Contract's surrender value or (2) 95% of the
Accumulated 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 all annuity payout 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 guaranteed payments will
continue to be paid to the Owner or the payee the Owner has designated. Unless
otherwise indicated by the Owner, the present value of any remaining guaranteed

41
<PAGE>
annuity benefit payments may be paid in a single sum to the Owner. For
discussion of present value calculation, see "Calculation of Present Value"
below.

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" under DESCRIPTION OF THE CONTRACT --
THE ACCUMULATION PHASE, 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.

Automatic Rebalancing (AAR) is available during the annuitization phase subject
to the same rules described in "E. Transfer Privilege" under DESCRIPTION OF THE
CONTRACT -- THE ACCUMULATION PHASE.

The Contracts are not designed for use by individuals, professional market
timing organizations, or other entities that do "market timing," programmed
transfers, frequent transfers, or transfers that are large in relation to the
total assets of an Underlying Fund. These and similar activities may be
disruptive to the Underlying Funds, and may adversely affect an Underlying
Fund's ability to invest effectively in accordance with its investment
objectives and policies. If it appears that there is a pattern of transfers that
coincides with a market timing strategy and/or that is disruptive to the
Underlying Funds, the Company reserves the right, subject to state law, to
refuse transfers or to take other action to prevent or limit the use of such
activities.

F. WITHDRAWALS AFTER THE ANNUITY DATE

WITHDRAWALS AFTER THE ANNUITY DATE FROM QUALIFIED AND NON-QUALIFIED CONTRACTS
MAY HAVE ADVERSE TAX CONSEQUENCES. BEFORE MAKING A WITHDRAWAL, PLEASE CONSULT
YOUR TAX ADVISOR AND SEE "C. TAXATION OF THE CONTRACT IN GENERAL," "WITHDRAWALS
AFTER ANNUITIZATION" UNDER FEDERAL TAX CONSIDERATIONS.

After the Annuity Date and prior to the death of the Annuitant, an Owner
receiving annuity benefit payments under a period certain option may take
withdrawals from the Contract. The Owner must submit to the Principal Office a
signed, written request indicating the desired dollar amount of the withdrawal.
The minimum amount of a withdrawal is $1,000. If the amount requested is greater
than the maximum amount that may be withdrawn at that time, the Company will
allow the withdrawal only up to the maximum amount.

The Owner may make multiple Present Value Withdrawals in each calendar year, up
to 100% of the present value of the guaranteed annuity benefit payments.
Withdrawal of 100% of the present value of the guaranteed annuity benefit
payments will result in termination of the Contract.

The amount of each Present Value Withdrawal represents a portion of the present
value of the remaining guaranteed annuity benefit payments and proportionately
reduces the number of Annuity Units (under a variable annuity payout option) or
dollar amount (under a fixed annuity payout option) applied to future annuity
benefit payments. Because each variable annuity benefit payment is determined by
multiplying the number of Annuity Units by the value of an Annuity Unit, the
reduction in the number of Annuity Units will result in lower future variable
annuity benefit payments. See Calculation of Proportionate Reduction, below.

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<PAGE>
The present value is calculated with a discount rate that will include an
additional charge if a withdrawal is taken within 5 years of the Issue Date. See
Calculation of Present Value, below.

CALCULATION OF PROPORTIONATE REDUCTION. Each Present Value Withdrawal
proportionately reduces the number of Annuity Units applied to each future
GUARANTEED variable annuity benefit payment or the dollar amount applied to each
future GUARANTEED fixed annuity benefit payment. Because each variable annuity
benefit payment is determined by multiplying the number of Annuity Units by the
value of an Annuity Unit, the reduction in the number of Annuity Units will
result in lower future variable annuity benefit payments.

Under a variable annuity payout option, the proportionate reduction in Annuity
Units is calculated by multiplying the number of Annuity Units in each future
variable guaranteed annuity benefit payment (determined immediately prior to the
withdrawal) by the following fraction:

Amount of the variable withdrawal
-----------------------------------------------
Present value of all remaining variable annuity benefit
payments immediately prior to the withdrawal

Under a fixed annuity payout option, the proportionate reduction is calculated
by multiplying the dollar amount of each future fixed annuity benefit payment by
a similar fraction, which is based on the amount of the fixed withdrawal and
present value of remaining guaranteed fixed annuity benefit payments.

Because each variable annuity benefit payment is determined by multiplying the
number of Annuity Units by the value of an Annuity Unit, the reduction in the
number of Annuity Units will result in lower variable annuity benefit payments
with respect to the guaranteed payments. Under a fixed annuity payout option,
the proportionate reduction will result in lower fixed annuity benefit payments
with respect to the guaranteed payments. If a withdrawal is taken within 5 years
of the Issue Date, the discount rate used to calculate the present value will
include an additional charge. See "Calculation of Present Value," below.

CALCULATION OF PRESENT VALUE. When a withdrawal is taken, the present value of
future annuity benefit payments is calculated based on an assumed mortality
table and a discount rate. The mortality table that is used will be equal to the
mortality table used at the time of annuitization to determine the annuity
benefit payments (currently the Annuity 2000 Mortality Table with male, female,
or unisex rates, as appropriate). The discount rate is the AIR (for a variable
annuity payout option) or the interest rate (for a fixed annuity payout option)
that was used at the time of annuitization to determine the annuity benefit
payments. If a withdrawal is made within 5 years of the Issue Date, the discount
rate is increased by a "Withdrawal Adjustment Charge" equal to 1.00%. The
Withdrawal Adjustment Charge does not apply if a withdrawal is made in
connection with the death of an Annuitant or if a withdrawal is made 5 or more
years after the Issue Date.

Because the Withdrawal Adjustment Charge will have an impact on remaining
annuity benefit payments, you should carefully consider the following before
making a withdrawal. For a Present Value Withdrawal, the discount factor is used
in determining the maximum amount that can be withdrawn under the present value
calculation. If a Withdrawal Adjustment Charge applies, the discount factor will
be higher, and the maximum amount that can be withdrawn will be lower. In
addition, there will be a larger proportionate reduction in the number of
Annuity Units or the dollar amount applied to each future guaranteed annuity
benefit payment. This will result in lower future annuity benefit payments with
respect to the guaranteed payments, all other things being equal. See
"Calculation of Proportionate Reduction -- Present Value Withdrawals," above.

For examples of a Present Value Withdrawal, see APPENDIX E --EXAMPLES OF PRESENT
VALUE WITHDRAWALS.

DEFERRAL OF WITHDRAWALS. A withdrawal is normally payable within seven days
following the Company's receipt of the withdrawal request. However, the Company
reserves the right to defer withdrawals of amounts in each Sub-Account in any
period during which:

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<PAGE>
- 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.

Subject to state law, 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.

G. REVERSAL OF ANNUITIZATION

The Owner may reverse the decision to annuitize by written 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 fixed annuity payout option at the time of
annuitization will be treated as if it had been invested in the
Contract's Fixed Account on that same date.

(2) The Sub-Account allocations that were in effect at the time of
annuitization will first be used for calculating the reversal. Any
transfers between variable Sub-Accounts during the Annuity Payout phase
will then be treated as transfers during the Accumulation Phase (As a
result, the Contract's Accumulated Value after the reversal will reflect
the same Sub-Account allocations that were in effect immediately prior to
the reversal).

(3) Any annuity benefit payments paid and any withdrawals taken during the
annuity payout phase will be treated as a withdrawal of the Surrender
Value in the accumulation phase, as of the date of the payment or
withdrawal. Surrender charges may apply to these withdrawals, and there
may be adverse tax consequences. See "C. Taxation of the Contract in
General" under FEDERAL TAX CONSIDERATIONS.

If the Company learns of the Owner's decision to reverse annuitization after the
latest possible Annuity Date permitted under the Contract, the Company will
contact the Owner. The Owner must then immediately select an annuity payout
option (either the original annuity payout option or a different annuity payout
option). If the Owner does not select an annuity payout option, payments will
begin under a variable Life with Cash Back annuity payout option.

H. 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 payout 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 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.

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<PAGE>
CHARGES AND DEDUCTIONS

Deductions under the Contract and charges against the assets of the Sub-Accounts
are described below. The Company uses a portion of the mortality and expense
risk charge and the surrender charge described below to recover expenses
associated with the Payment Credit. Even though the Payment Credit is credited
during the accumulation phase only, the mortality and expense risk charge
applies during both the accumulation phase and the annuity payout phase. The
Company expects to make a profit from the charges it makes to recover the
expenses of the Payment Credit. Other deductions and expenses paid out of the
assets of the Underlying Funds are described in the prospectuses and SAIs of the
Underlying Funds.

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,
and to partially recover the expenses associated with the Payment Credit.

This charge may not be increased. Since mortality and expense risks involve
future contingencies that 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. This charge may not be increased. 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 and are not expected to be a
source of profit. 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.

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<PAGE>
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 Underlying Funds.
Management fee waivers and/or reimbursements may be in effect for certain or all
of the Underlying Funds. For specific information regarding the existence and
effect of any waivers/reimbursements see "Annual Underlying Fund Expenses" under
SUMMARY OF FEES AND EXPENSES. The prospectuses and SAIs of the Underlying Funds
also contain information concerning expenses and should be read in conjunction
with this Prospectus.

B. CONTRACT FEE

During the accumulation phase, a $30 Contract fee is deducted 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 currently
waived for Contracts issued to and maintained by the trustee of a 401(k) plan.
The Company reserves the right to impose a Contract fee on Contracts issued to
401(k) plans but only with respect to Contracts issued after the date the waiver
is no longer available.

Where Contract value has been allocated to more than one investment option, a
percentage of the total Contract fee will be deducted from the value in each.
The portion of the charge deducted from each investment option will be equal to
the percentage which the value in that option 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 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 CHARGE

The Company currently offers an Enhanced Death Benefit Rider that is only
available if elected by the Owner at issue. A separate monthly charge is made
for the Rider through a pro-rata reduction of the Accumulated Value of the
Sub-Accounts and the Fixed Account. The pro-rata reduction is based on the
relative value that the Accumulation Units of the Sub-Accounts and the dollar
amounts in the Fixed Account 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 multiplied by 1/12th of the following annual
percentage rate:

<TABLE>
<S> <C>
Enhanced Death Benefit With Annual Step-Up................................................ 0.15%
</TABLE>

For a description of the Rider, see "Optional Enhanced Death Benefit Rider"
under "G. Death Benefit," DESCRIPTION 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:

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<PAGE>
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 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 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. However, during the accumulation phase, a surrender charge may be
deducted from the Accumulated Value in the case of surrender or withdrawal
within certain time limits described below. The Company uses a portion of the
surrender charge to recover expenses associated with the Payment Credit.

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

- The amount available under the Withdrawal Without Surrender Charge
provision, described below;

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

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

- 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.)

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<PAGE>
The following surrender charge table outlines these charges:

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

The total charge equals the aggregate of all applicable surrender charges for a
surrender and withdrawals, including the Withdrawal Adjustment Charge that may
apply if a withdrawal is taken during the Annuity Payout phase (see
ANNUITIZATION -- THE PAYOUT PHASE, "F. Withdrawals After the Annuity Date"). In
no event will the total surrender and withdrawal charges exceed a maximum limit
of 8.5% of total gross New Payments.

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 (Withdrawal Without Surrender Charge Amount).
The above surrender charge table is not applicable to these withdrawals. The
first time an Owner makes a withdrawal from the Contract, the Withdrawal Without
Surrender Charge Amount is the greater of (a) or (b):

Where (a) is: 100% of Cumulative Earnings (excluding Payment Credits);
and

Where (b) is: 15% of the total of all payments invested in the Contract
as of the Valuation Date for the withdrawal.

After that first withdrawal from the Contract, the maximum annual Withdrawal
Without Surrender Charge Amount is the greater of (a) or (b):

Where (a) is: 100% of Cumulative Earnings (excluding Payment Credits);
and

Where (b) is: 15% of the total of all payments invested in the Contract
LESS that portion of any prior withdrawal(s) of payments
that is/are subject to the surrender charge table (even
if the applicable surrender charge is 0%) as of the
Valuation Date for the withdrawal (the Gross Payment
Base), LESS any prior withdrawal(s) during the same
calendar year to which the surrender charge table was not
applicable.

In (a), Cumulative Earnings are calculated as the Accumulated Value as of the
Valuation Date, reduced by Payment Credits and total gross payments not
previously withdrawn.

EFFECT OF WITHDRAWAL WITHOUT SURRENDER CHARGE AMOUNT. When a withdrawal is
taken, the Company initially determines the Withdrawal Without Surrender Charge
Amount in the following order:

- The Company first deducts the Withdrawal Without Surrender Charge Amount from
cumulative earnings.

- If the Withdrawal Without Surrender Charge Amount exceeds cumulative earnings,
the Company will deem the excess to be withdrawn from New Payments on a
last-in-first-out (LIFO) basis, so that the newest

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<PAGE>
New Payments are withdrawn first. This results in those New Payments, which
are otherwise subject to the highest surrender charge at that point in time,
being withdrawn first without a surrender charge.

- If more than one withdrawal is made during the year, on each subsequent
withdrawal the Company will waive the surrender charge, if any, until the
entire Withdrawal Without Surrender Charge Amount has been withdrawn.

After the entire Withdrawal Without Surrender Charge Amount available in a
calendar year has been withdrawn, for the purposes of determining the amount of
the surrender charge, if any, withdrawals will be deemed to be taken in the
following order:

- First from Old Payments.

- The surrender charge table is applicable, but because Old Payments have
been invested in the Contract for more than 9 years, the surrender charge
is 0%.

- Second from New Payments.

- The surrender charge table is applicable.

- Payments are now withdrawn from this category on a first-in-first-out
(FIFO) basis, so that the oldest New Payments are now withdrawn first.
This results in the withdrawal of New Payments with the lowest surrender
charge first.

- Third from Payment Credits.

- The surrender charge table is not applicable to the withdrawal of Payment
Credits.

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 Withdrawal Without Surrender Charge Amount taken during
the same calendar year. (see "Life Expectancy Distributions" under DESCRIPTION
OF THE CONTACT -- THE ACCUMULATION PHASE.

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 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. For purposes of
this provision, "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.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.

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

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<PAGE>
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 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 of the Underlying Funds; 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, 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 assess a charge for processing transfers. The
Company guarantees that the first 12 transfers in a Contract year will be free
of 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

50
<PAGE>
CONTRACT -- THE ACCUMULATION PHASE and "E. Transfers of Annuity Units" under
ANNUITIZATION -- THE PAYOUT PHASE.

G. WITHDRAWAL ADJUSTMENT CHARGE

After the Annuity Date, a withdrawal will result in a calculation by the Company
of the present value of either all future annuity benefit payments or future
guaranteed annuity benefit payments. The present value is calculated based on
the Annuity 2000 Mortality Table (male, female or unisex rates as appropriate).
If a withdrawal is made within 5 years of the Issue Date, the AIR or interest
rate used to determine the annuity benefit payments is increased by 1.00%. The
adjustment to the AIR or interest rate used to determine the present value
results in lower future annuity payments, and may be viewed as a charge under
the Contract. The Withdrawal Adjustment Charge does not apply if a withdrawal is
made in connection with the death of an Annuitant or if a withdrawal is made 5
or more years after the Issue Date.

For more information see "F. Withdrawals After the Annuity Date," under
ANNUITIZATION -- THE PAYOUT PHASE.

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<PAGE>
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
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 Underlying Funds 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

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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.

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. Provisions Applicable to Qualified Employer Plans"
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. A withdrawal from a qualified or non-qualified
contract may create significant adverse tax consequences. It is possible that
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 at ordinary income rates as amounts
"not received as an annuity." In addition, such amounts may be taxable to the
recipient without regard to the Owner's investment in the Contract or any
investment gain that might be present in the current Annuity Value.

For example, assume that a Contract owner with Accumulated 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 QUALIFIED AND NON-QUALIFIED 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.

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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.

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 of distributions, which are part of a series of
substantially equal periodic payments that occurs before the later of the
Owner's age 59 1/2 or five years, other than by reason of death or disability,
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.

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,

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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 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.

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

Federal income taxation of assets held inside a qualified retirement plan and of
earnings on those assets is deferred until distribution of plan benefits begins.
As such, it is not necessary to purchase a variable annuity contract solely to
obtain its tax deferral feature. However, other features offered under this
Contract and described in this Prospectus -- such as the minimum guaranteed
death benefit, the guaranteed fixed annuity rates and the wide variety of
investment options -- may make this Contract a suitable investment for your
qualified retirement plan.

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. Sections 408 and 408A 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 Sections 408 and 408A 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

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<PAGE>
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 "D.
Right to Cancel."

Eligible employers that meet specified criteria may establish simplified
employee pension plans (SEP-IRAs) 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 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 Funds. 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's Accumulated 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 withdraw 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

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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
Underlying Fund or in shares of another investment company having a specified
investment objective. Subject to applicable law and any required SEC approval,
the Company may, in its sole discretion, establish new Sub-Accounts or eliminate
one or more Sub-Accounts if marketing needs, tax considerations or investment
conditions warrant. Any new Sub-Accounts may be made available to existing
Owners on a basis to be determined by the Company.

Shares of the Underlying Funds also are issued to variable accounts of the
Company and its affiliates 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 shared funding may be disadvantageous for variable life
owners or variable annuity owners. Although the Company and the underlying
investment companies do not currently foresee any such disadvantages to either
variable life insurance owners or variable annuity owners, the Company and the
respective trustees 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 funds
should be established for variable life and variable annuity separate accounts,
the Company will bear the attendant expenses.

The Company reserves the right, subject to compliance with applicable law, 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 Fund shares held by a Sub-Account, in the event that Fund shares are
unavailable for investment, or if the Company determines that further
investment in such Fund shares is inappropriate in view of the purpose of
the Sub-Account,

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

(6) to change the names of the Variable Account or of the Sub-Accounts, and

(7) to combine with other Sub-Accounts or other Separate Accounts of the
Company.

If any of these substitutions or changes is made, the Company may endorse the
Contract to reflect the substitution or change, and will notify Owners of all
such changes.

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 (or any laws, regulations or rules of any
jurisdiction in which the Company is doing business), 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. Owners will be given written
notice of such changes.

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VOTING RIGHTS

The Company will vote Underlying Fund shares held by each Sub-Account in
accordance with instructions received from Owners. 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 that are received. The Company also will vote
shares in a Sub-Account that it owns and which are not attributable to Contracts
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.

The number of votes which an Owner may cast will be determined by the Company as
of the record date established by the Underlying Fund. During the accumulation
period, 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 Owner will be determined by dividing the reserve
held in each Sub-Account for the Owner's Variable Annuity by the net asset value
of one Underlying Fund share. Ordinarily, the Owner'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 and
Exchange Act of 1934 and members of the National Association of Securities
Dealers, Inc. ("NASD"). The Contract also is 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 the Contract's Accumulated Value. To the extent
permitted by NASD rules, overrides and promotional incentives or payments also
may be provided to General Agents, independent marketing organizations, and
broker-dealers based on sales volumes, the assumption of wholesaling functions,
or other sales-related criteria. 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 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 representative 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 its total assets or that relates to the Separate
Account.

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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.

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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.

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APPENDIX B
PERFORMANCE INFORMATION

The Company first offered this Contract to the public in 2001. 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, assuming 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
the optional Rider charge. 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 Money Market Fund 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.

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 $30 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 they do not reflect the
Contract fee and assume 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 that 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.

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

B-1
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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 Analytical Services, a widely used independent
research firm which ranks mutual funds and other investment products by
overall performance, investment objectives, and assets, or tracked by
other services, companies, publications, or persons, 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>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
TABLE 1A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 2000
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
SUB-ACCOUNT FOR YEAR 10 YEARS (OR
INCEPTION ENDED SINCE INCEPTION
SUB-ACCOUNT INVESTING IN UNDERLYING FUND DATE 12/31/00 5 YEARS IF LESS)
---------------------------------------- ----------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
AIT Equity Index Fund.................
AIT Money Market Fund.................
AIT Select Aggressive Growth Fund.....
AIT Select Capital Appreciation Fund...
AIT Select Emerging Markets Fund......
AIT Select Growth Fund................
AIT Select Growth and Income Fund.....
AIT Select International Equity Fund...
AIT Select Investment Grade Income
Fund................................
AIT Select Strategic Growth Fund......
AIT Select Strategic Income Fund......
AIT Select Value Opportunity Fund.....
AIM V.I. Aggressive Growth Fund.......
AIM V.I. Blue Chip Fund...............
AIM V.I. Value Fund...................
Alliance Growth and Income Portfolio...
Alliance Premier Growth Portfolio.....
Deutsche VIT EAFE Equity Index........
Deutsche VIT Small Cap Index..........
Fidelity VIP Equity-Income Portfolio...
Fidelity VIP Growth Portfolio.........
Fidelity VIP High Income Portfolio....
Fidelity VIP II Contrafund Portfolio...
Fidelity VIP III Growth & Income
Portfolio...........................
Fidelity VIP III Mid Cap Portfolio....
Franklin Small Cap Fund...............
Mutual Shares Securities Fund.........
Templeton Pacific Growth Securities
Fund................................
INVESCO VIF Dynamics Fund.............
INVESCO VIF Health Sciences Fund......
Janus Aspen Aggressive Growth
Portfolio...........................
Janus Aspen Growth Portfolio..........
Janus Aspen Growth and Income
Portfolio...........................
Janus Aspen International Growth
Portfolio...........................
KVS Dreman Financial Services
Portfolio...........................
Kemper Technology Growth Portfolio....
T. Rowe Price International Stock
Portfolio...........................
</TABLE>

*The performance information in this Table is based on the inception dates of
the Sub-Accounts. Since this Sub-Account did not begin operations until after
12/31/2000, no historical information is given at this time.

B-3
<PAGE>
TABLE 1B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 2000
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT AND NO CONTRACT FEES)

B-4
<PAGE>
TABLE 2A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 2000
SINCE INCEPTION OF UNDERLYING FUND
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
10 YEARS (OR
SUB-ACCOUNT FOR YEAR SINCE INCEPTION
INCEPTION ENDED OF UNDERLYING
SUB-ACCOUNT INVESTING IN UNDERLYING FUND DATE 12/31/00 5 YEARS FUND IF LESS)
---------------------------------------- ----------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
AIT Equity Index Fund................
AIT Money Market Fund................
AIT Select Aggressive Growth Fund....
AIT Select Capital Appreciation Fund...
AIT Select Emerging Markets Fund.....
AIT Select Growth Fund...............
AIT Select Growth and Income Fund....
AIT Select International Equity Fund...
AIT Select Investment Grade Income
Fund...............................
AIT Select Strategic Growth Fund.....
AIT Select Strategic Income Fund.....
AIT Select Value Opportunity Fund....
AIM V.I. Aggressive Growth Fund......
AIM V.I. Blue Chip Fund..............
AIM V.I. Value Fund..................
Alliance Growth and Income Portfolio...
Alliance Premier Growth Portfolio....
Deutsche VIT EAFE Equity Index.......
Deutsche VIT Small Cap Index.........
Fidelity VIP Equity-Income Portfolio...
Fidelity VIP Growth Portfolio........
Fidelity VIP High Income Portfolio...
Fidelity VIP II Contrafund Portfolio...
Fidelity VIP III Growth & Income
Portfolio..........................
Fidelity VIP III Mid Cap Portfolio...
Franklin Small Cap Fund..............
Mutual Shares Securities Fund........
Templeton Pacific Growth Securities
Fund...............................
INVESCO VIF Dynamics Fund............
INVESCO VIF Health Sciences Fund.....
Janus Aspen Aggressive Growth
Portfolio..........................
Janus Aspen Growth Portfolio.........
Janus Aspen Growth and Income
Portfolio..........................
Janus Aspen International Growth
Portfolio..........................
KVS Dreman Financial Services
Portfolio..........................
Kemper Technology Growth Portfolio...
T. Rowe Price International Stock
Portfolio..........................
</TABLE>

B-5
<PAGE>
TABLE 2B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 2000
SINCE INCEPTION OF UNDERLYING FUND
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT AND NO CONTRACT FEES)

B-6
<PAGE>
APPENDIX C
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. The
Withdrawal Without Surrender Charge Amount is equal to the greater of 100% of
cumulative earnings (excluding Payment Credits) or 15% of the total of all
payments invested 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 there are withdrawals as detailed
below. The Withdrawal Without Surrender Charge Amount is equal to the greater of
100% of cumulative earnings (excluding Payment Credits) or 15% of the total of
all payments invested in the Contract less that portion of any prior
withdrawal(s) of payments that are subject to the surrender charge table.

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
</TABLE>

C-1
<PAGE>
APPENDIX D
CONDENSED FINANCIAL INFORMATION
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SELECT SEPARATE ACCOUNT

D-1
<PAGE>
AWAITING CORRECTIONS - NOT FINAL
APPENDIX E
EXAMPLES OF PRESENT VALUE WITHDRAWALS

Assume in the examples below that a 65-year-old male annuitizes his contract
exactly two years after the Issue Date. The annuitization amount is $140,000.
Further assume that he selects a period certain variable annuity payout option
of Payments Guaranteed for 10 Years, an Assumed Investment Return ("AIR") of 3%,
and an annual Change Frequency. Assume that the Annuity Value purchases 1,370
Annuity Units and the first monthly annuity benefit payment is equal to $1,370.
The following examples assume a net return of 8% (gross return of 9.4%).

PRESENT VALUE WITHDRAWALS

EXAMPLE 1. Assume that the Owner has taken no previous withdrawals and would
like to take the maximum Present Value Withdrawal available at the beginning of
the fifth contract year (the third year of the Annuity Payout phase).

Annuity Units prior to withdrawal = 1,370
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment prior to withdrawal = $1,506.24

Rate used in Present Value Determination = 4% (3% AIR plus 1% Withdrawal
Adjustment Charge)
Present Value of Future Guaranteed Annuity Benefit Payments = $119,961.92

Maximum Present Value Withdrawal Amount = $89,971.44 ($119,961.92 X 75%)

Annuity Units after withdrawal = 342.50 (1,370 X (1 -
(89,971.44/119,961.92)))
Annuity Unit Value on the date of withdrawal = 1.09944
Monthly Annuity Benefit Payment after withdrawal = $376.56

Because the withdrawal is being made within 5 years of the Issue Date, the rate
used in the Present Value Determination is increased by the Withdrawal
Adjustment Charge. Because this is a Present Value Withdrawal, the number of
Annuity Units will increase to 1,370 after the end of the 10-year period during
which the Company guaranteed to make payments.

EXAMPLE 2. Assume that the Owner has taken no previous withdrawals and would
like to take the maximum Present Value Withdrawal available at the beginning of
the tenth contract year (eighth year of the Annuity Payout phase).

Annuity Units prior to withdrawal = 1,370
Annuity Unit Value on the date of withdrawal = 1.39350
Monthly Annuity Benefit Payment prior to withdrawal = $1,909.09

Rate used in Present Value Determination = 3% (3% AIR)
Present Value of Future Guaranteed Annuity Benefit Payments = $65,849.08

Maximum Present Value Withdrawal Amount = $49,386.81 ($65,849.08 X 75%)

Annuity Units after withdrawal = 342.50 (1,370 X (1 -
(49,386.81/65,849.08)))
Annuity Unit Value on the date of withdrawal = 1.39350
Monthly Annuity Benefit Payment after withdrawal = $477.27

Because the withdrawal is being made more than 5 years after the Issue Date, the
rate used in the Present Value Determination is not increased by a Withdrawal
Adjustment Charge. Because this is a Present Value Withdrawal, the number of
Annuity Units will increase to 1,370 after the end of the 10-year period during
which the Company guaranteed to make payments.

E-1
<PAGE>

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL AND GROUP VARIABLE ANNUITY CONTRACTS FUNDED THROUGH

SUB-ACCOUNTS OF

ALLMERICA SELECT SEPARATE ACCOUNT

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE ALLMERICA SELECT CHARTER PROSPECTUS OF ALLMERICA SELECT
SEPARATE ACCOUNT DATED ______, 2001 ("THE PROSPECTUS"). THE PROSPECTUS MAY BE
OBTAINED FROM ANNUITY CLIENT SERVICES, FIRST ALLMERICA FINANCIAL LIFE INSURANCE
COMPANY, 440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653, TELEPHONE
1-800-366-1492.

DATED ___________, 2001

FAFLIC Select Reward

<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............................................................................................4

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

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM.............................................6

PERFORMANCE INFORMATION.................................................................................6

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

GENERAL INFORMATION AND HISTORY

Allmerica Select Separate Account (the "Variable Account") is a separate
investment account of First Allmerica Financial Life Insurance Company (the
"Company") authorized by vote of its Board of Directors on August 20, 1991. The
Company, organized under the laws of Massachusetts in 1844, is among the five
oldest life insurance companies in America. As of December 31, 2000, the Company
and its subsidiaries had over $XX billion in combined assets and over $4X
billion of life insurance in force. Effective October 16, 1995, the Company
converted from a mutual life insurance company, known as State Mutual Life
Assurance Company of America, to a stock life insurance company and adopted its
present name. The Company is a wholly owned subsidiary of Allmerica Financial
Corporation ("AFC"). The Company's 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 Commonwealth of Massachusetts
governing insurance companies and to regulation by the Commissioner of Insurance
in Massachusetts. In addition, the Company is subject to the insurance laws and
regulations of other states and jurisdictions in which it is licensed to
operate.

Currently, 36 Sub-Accounts of the Variable Account are available under the
Allmerica Select Reward (the "Contract"). Each Sub-Account invests in a
corresponding investment portfolio of Allmerica Investment Trust ("AIT"), AIM
Variable Insurance Funds ("AVIF"), Alliance Variable Products Series Fund, Inc.
("Alliance"), Deutsche Asset Management VIT Funds ("Deutsche VIT"), Fidelity
Variable Insurance Products Fund ("Fidelity VIP"), Fidelity Variable Insurance
Products Fund II ("Fidelity VIP II"), Fidelity Variable Insurance Products Fund
III ("Fidelity VIP III"), Franklin Templeton Variable Insurance Products Trust
("FT VIP"), INVESCO Variable Investment Funds, Inc. ("INVESCO VIF"), Janus Aspen
Series ("Janus Aspen"), Kemper Variable Series ("KVS"), and T. Rowe Price
International Series, Inc. ("T. Rowe Price").

AIT, AVIF, Alliance, Deutsche VIT, Fidelity VIP, Fidelity VIP II, Fidelity VIP
III, FT VIP, INVESCO VIF, Janus Aspen, KVS, and T. Rowe Price, are open-end,
diversified management investment companies. Twelve different funds of AIT are
available under the Contract: the Equity Index Fund, Money Market Fund, Select
Aggressive Growth Fund, Select Capital Appreciation Fund, Select Emerging
Markets Fund, Select Growth Fund, Select Growth and Income Fund, Select
International Equity Fund, Select Investment Grade Income Fund, Select Strategic
Growth Fund,

<PAGE>

Select Strategic Income Fund and Select Value Opportunity Fund. Three funds
of AVIF are available under the Contract: the AIM V.I. Aggressive Growth
Fund, AIM V.I. Blue Chip Fund and the AIM V.I. Value Fund. Two portfolios of
Alliance are available under the Contract: the Alliance Growth and Income
Portfolio and the Alliance Premier Growth Portfolio. Two funds of Deutsche
VIT are available under the Contract: the Deutsche VIT EAFE Equity Index and
the Deutsche VIT Small Cap Index. Three portfolios of Fidelity VIP are
available under the Contract: the Fidelity VIP Equity-Income Portfolio,
Fidelity VIP Growth Portfolio and the Fidelity VIP High Income Portfolio. One
portfolio of Fidelity VIP II is available under the Contract: the Fidelity
VIP II Contrafund Portfolio. Two Fidelity VIP III portfolios are available
under the Contract: the Fidelity VIP III Growth & Income Portfolio and the
Fidelity VIP III Mid Cap Portfolio. Two FT VIP funds are available under the
Contract: the Franklin Small Cap Fund, Mutual Shares Securities Fund and the
Templeton Pacific Growth Securities Fund. Two funds of INVESCO VIF are
available under the Contract: the INVESCO VIF Dynamics Fund and the INVESCO
VIF Health Sciences Fund. Four Janus Aspen portfolios are available under the
Contract: the Janus Aspen Aggressive Growth Portfolio, Janus Aspen Growth
Portfolio, Janus Aspen Growth and Income Portfolio and the Janus Aspen
International Growth Portfolio. Two KVS portfolios are available under the
Contract: the KVS Dreman Financial Services Portfolio and the Kemper
Technology Growth Portfolio. The T. Rowe Price International Stock Portfolio
of T. Rowe Price is available under the Contract. Each fund and portfolio
available under the Contract (together, the "Underlying Funds") 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 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 Fund shares owned by the Sub-Accounts are held on
an open account basis. A Sub-Account's ownership of Underlying Fund shares is
reflected on the records of the Underlying Fund and is not represented by any
transferable stock certificates.

EXPERTS. The financial statements of the Company as of December 31, 2000 and
1999 and for each of the three years in the period ended December 31, 2000, and
the financial statements of Allmerica Select Separate Account of the Company as
of December 31, 2000 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.

<PAGE>

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.

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 also may 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.

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 aggregate amounts of commissions paid to Allmerica Investments for sales of
all contracts funded by Allmerica Select Separate Account (including contracts
not described in the Prospectus) for the years 1998, 1999 and 2000 were
$2,436,973, $2,589,970 and _______________.

No commissions were retained by Allmerica Investments for sales of all contracts
funded by Allmerica Select Separate Account (including contracts not described
in the Prospectus) for the years 1998, 1999 and 2000.

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

<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).......................................................1.000296

(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 of $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 "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
Accumulated 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, the first monthly
payment would be $44.80 ($44,800 divided by $1,000) multiplied by $6.57, or
$294.34.

Next, assume that the Annuity Unit Value for the assumed investment return of
3.0% 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 3.0% assumed investment
return 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 .999919 (the one-day adjustment factor for the assumed investment
return of 3.0% per annum) produces a factor of 1.000109. 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 $1.105121 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 $1.105121, which produces a current monthly payment of $295.71.

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM

To the extent permitted by law, the Company reserves the right to offer an
Enhanced Automatic Transfer (Dollar Cost Averaging) Program from time to time.
If an Owner elects automatic transfers while the enhanced program is in effect,
the Company will credit an enhanced interest rate to eligible payments made to
the Enhanced Automatic Transfer Program. Eligible payments:

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

<PAGE>

- 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
Sub-Accounts over a specified time period and

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

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.

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 Fund and/or 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 specified 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 period that would equate the initial amount invested to the ending
redeemable values, according to the following formula:

<PAGE>

(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:

COMPLETE YEARS FROM DATE OF PAYMENT TO CHARGE AS PERCENTAGE OF NEW PURCHASE
DATE OF WITHDRAWAL PAYMENTS WITHDRAWN
------------------ ------------------
Less than 4 8.5%
Less than 5 7.5%
Less than 6 6.5%
Less than 7 5.5%
Less than 8 3.5%
Less than 9 1.5%
Thereafter 0

* Subject to the maximum limit described in the Prospectus.

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 $30 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 of return over the specified periods that would equate
the initial amount invested to the ending values, according to the following
formula:

<PAGE>

(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 $30 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, 2000:

Yield X.XX%
Effective Yield X.XX%

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, dividing
the difference by the value of the account at the beginning of the same period
to obtain the base period 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 First Allmerica Financial Life Insurance
Company and for its Allmerica Select Separate Account. (To be added by
pre-effective amendment)

<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

Financial Statements Included in Part A will be filed by
Pre-Effective Amendment
None

Financial Statements Included in Part B will be filed by
Pre-Effective Amendment
Financial Statements for First Allmerica Financial Life Insurance
Company
Financial Statements for Allmerica Select Separate Account of First
Allmerica Financial Life Insurance Company

Financial Statements Included in Part C
None

(B) EXHIBITS

EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated August 20, 1991 was previously filed on April
24, 1998 in Post-Effective Amendment No. 11 (File nos.
33-71058/811-8116), 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 Post-Effective
Amendment No. 11 (File nos. 33-71058/811-8116), and is
incorporated by reference herein.

(b) Form of Bonus Product Commissions Schedule is filed
herewith. Sales Agreements (Select) with Commission
Schedule were previously filed on April 24, 1998 in
Post-Effective Amendment No. 11 (File nos.
33-71058/811-8116), and are incorporated by reference
herein.

(c) General Agent's Agreement was previously filed on April
24, 1998 in Post-Effective Amendment No. 11 (File nos.
33-71058/811-8116), and is incorporated by reference
herein.

(d) Career Agent Agreement was previously filed on April 24,
1998 in Post-Effective Amendment No. 11 (File nos.
33-71058/811-8116), and is incorporated by reference
herein.

(e) Registered Representative's Agreement was previously
filed on April 24, 1998 in Post-Effective Amendment
No. 11 (File nos. 33-71058/811-8116), and is incorporated
by reference herein.

<PAGE>

EXHIBIT 4 The following documents are filed herewith:
(a) Contract Form A3028-NY-00GRCU;
(b) Specification Pages Form A8028-AS.NY-00GRCU; and
(c) Enhanced Death Benefit "EDB" Rider (Form
3286.NY-00GRC)

EXHIBIT 5 Form of Application Form AS-563NY is filed herewith.

EXHIBIT 6 Articles of Incorporation were previously filed on April 30,
1996 in Post-Effective Amendment No. 4 (File nos.
33-71058/811-8116), which was effective on October 16, 1995,
and are incorporated by reference herein. Revised Bylaws were
previously filed on April 30, 1996 in Post-Effective Amendment
No. 4 (File nos. 33-71058/811-8116), and are incorporated by
reference herein.

EXHIBIT 7 Not Applicable.

EXHIBIT 8 (a) BFDS Agreements for lockbox and mailroom services were
previously filed on April 24, 1998 in Post-Effective
Amendment No. 11 (File nos. 33-71058/811-8116), and are
incorporated by reference herein.

(b) Directors' Power of Attorney is filed herewith.

EXHIBIT 9 Opinion of Counsel is filed herewith.

EXHIBIT 10 Consent of Independent Accountants will be filed by
Pre-Effective Amendment

EXHIBIT 11 None.

EXHIBIT 12 None.

EXHIBIT 13 Schedule for Computation of Performance Quotations will be
filed in Pre-Effective Amendment No. 1.

EXHIBIT 14 Not Applicable.

EXHIBIT 15 (a) Amendment dated October 30, 2000 to the
Participation Agreement between the Company and Allmerica
Investment Trust is filed herewith. Participation
Agreement between the Company and Allmerica Investment
Trust dated March 22, 2000 was previously filed in April
2000 in Post-Effective Amendment No. 11 of Registration
Statement No. 33-71052/811-8114, and is incorporated by
reference herein.

(b) Form of Amendment dated October 30, 2000 to the Variable
Insurance Products Fund Participation Agreement is filed
herewith. Amendment dated March 29, 2000 and Amendment
dated November 13, 1998 were previously filed in April
2000 in Post-Effective Amendment No. 11 of Registration
Statement No. 33-71052/811-8114, and are incorporated by
reference herein. Participation Agreement between the
Company and Fidelity VIP, as amended, was previously
filed on April 24, 1998 in Post-Effective Amendment No.
12 of Registration Statement No. 33-71058/811-8116, and
is incorporated by reference herein.

<PAGE>

(c) Form of Amendment to Schedule A of the T. Rowe Price
International Series, Inc. is filed herewith.
Participation Agreement between the Company and T. Rowe
Price International Series, Inc. was previously filed on
April 24, 1998 in Post-Effective Amendment No. 11 (File
nos. 33-71058/811-8116), and is 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

DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------------------ ----------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant
Director Secretary (since 1992) of First Allmerica

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

Mark R. Colborn Director (since 2000) and Vice President (since 1992) of First
Director and Vice President Allmerica

Charles F. Cronin Secretary (since 2000) and Counsel (since 1996) of First Allmerica;
Secretary Secretary and Counsel (since 1998) of Allmerica Financial
Corporation; Attorney (1991-1996) of Nutter, McClennen & Fish

J. Kendall Huber Director, Vice President and General Counsel of First Allmerica
Director, Vice President and (since 2000); Vice President (1999) of Promos Hotel Corporation; Vice
General Counsel President & Deputy General Counsel (1998-1999) of Legg Mason, Inc.;
Vice President and Deputy General Counsel (1995-1998) of USF&G
Corporation

John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President
Director, Vice President and (since 1991) of First Allmerica; Vice President (since 1998) of
Chief Investment Officer Allmerica Financial Investment Management Services, Inc.; and
President (since 1995) and Director (since 1996) of Allmerica Asset
Management, Inc.

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

Mark C. McGivney Vice President (since 1997) and Treasurer (since 2000) of First
Vice President and Treasurer Allmerica; Associate, Investment Banking (1996 -1997) of Merrill
Lynch & Co.; Associate, Investment Banking (1995) of Salomon
Brothers, Inc.; Treasurer (since 2000) of Allmerica Investments,
Inc., Allmerica Asset Management, Inc. and Allmerica Financial
Investment Management Services, Inc.

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

Edward J. Parry, III Director and Chief Financial Officer (since 1996), Vice President
Director, Vice President (since 1993), and Treasurer (1993-2000) of First Allmerica
Chief Financial Officer

Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First
Director, President and Allmerica; President (since 1995) of Allmerica Financial Life
Chief Executive Officer Insurance and Annuity Company; Director (since 1990) of Allmerica
Investments, Inc.; and Director and President (since 1998) of
Allmerica Financial Investment Management Services, Inc.

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

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

Gregory D. Tranter Director and Vice President (since 2000) of First Allmerica; Vice
Director and Vice President President (since 1998) of The Hanover Insurance Company; Vice
President (1996-1998) of Travelers Property & Casualty; Director of
Geico Team (1983-1996) of Aetna Life & Casualty
</TABLE>
<PAGE>

ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT

<TABLE>
<S><C>
Allmerica Financial Corporation

Delaware

| | | | | | | |
________________________________________________________________________________________________________________________________
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Financial Allmerica, Allmerica First Allmerica AFC Capital Allmerica First Sterling
Asset Profiles, Inc. Inc. Funding Financial Life Trust I Services Limited
Management, Inc. Corp. Insurance Corporation
Company

Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
|_________________________________________________________________________________________________________________________
| | | | | | | | | |
| 100% 100% 100% 100% 100% 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial Investments Investments Investments Investments Investments
| Inc. Management Investment Services Insurance Insurance Insurance Insurance Insurance
| Company, Inc. Management Insurance Agency Inc. Agency of Agency Inc. Agency Inc. Agency Inc.
| Services, Inc. Agency, Inc. of Alabama Florida Inc. of Georgia of Kentucky of Mississippi
|
|Massachusetts Massachusetts Massachusetts Massachusetts Alabama Florida Georgia Kentucky Mississippi
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited

Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois

New Hampshire Massachusetts Illinois
|
________________________________________________________________________________________________________________________________
| | | | | | | |
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts Allmerica AMGRO
Financial Plus American Insurance Corporation Bay Insurance Financial Inc.
Benefit Insurance Insurance Management Company Alliance
Insurance Agency, Inc. Company Company, Inc. Insurance
Company Company

Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest

Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.

Michigan

----------------- ----------------- -----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund

Massachusetts Massachusetts Massachusetts

-------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens

--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust

Massachusetts Massachusetts

-------- Affiliated Management Investment Companies

...............
Hanover Lloyd's
Insurance
Company

Texas

-------- Affiliated Lloyd's plan company, controlled by Underwriters
for the benefit of The Hanover Insurance Company

----------------- -----------------
AAM Growth AAM High Yield
& Income Fund, L.L.C.
Fund L.P.

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>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
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

Advantage Insurance Network Inc. 440 Lincoln Street Insurance Agency
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 440 Lincoln Street Insurance Broker
Brokers, Inc. Worcester MA 01653

Allmerica Financial Life Insurance 440 Lincoln Street Life insurance, accident and health and
and Annuity Company (formerly known Worcester MA 01653 insurance, annuities, variable
as SMA Life Assurance Company annuities 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 for
Worcester MA01653 commercial paper

Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA01653 Financial Corporation entities

Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. (formerly Worcester MA 01653
known as Allmerica Institutional Services, Inc.
and 440 Financial Group of
Worcester, 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
<PAGE>

Allmerica Investments Insurance Agency 200 Southbridge Parkway Insurance Agency
Inc. of Alabama Suite 400
Birmingham, AL 35209

Allmerica Investments Insurance Agency 14211 Commerce Way Insurance Agency
of Florida, Inc. Miami Lakes, FL 33016

Allmerica Investment Insurance Agency 1455 Lincoln Parkway Insurance Agency
Inc. of Georgia Suite 300
Atlanta, GA 30346

Allmerica Investment Insurance Agency Inc. of Barkley Bldg-Suite 105 Insurance Agency
Inc. of Kentucky 12700 Shelbyville Road
Louisiana, KY 40423

Allmerica Investments Insurance Agency 631 Lakeland East Drive Insurance Agency
Inc. of Mississippi Flowood, MS 39208

Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Plus Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. 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

440 Lincoln Street
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 10653 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

Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty
Midwest South Drive, Suite 200 insurance
Indianapolis IN 46280
<PAGE>

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 Insurance 440 Lincoln Street Life, pension, annuity, accident
Company (formerly State Mutual Life Worcester MA 01653 and health insurance company
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 10653

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 Lloyd's
Company, Inc. Richardson TX 75081 Insurance Company

Hanover Lloyd's Insurance Company Hanover Lloyd's Insurance Multi-line property and casualty
Company 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

Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>

ITEM 27. NUMBER OF CONTRACT OWNERS

As of December 31, 2000, there were 1,038 Contract Owners of qualified
Contracts and 2,041 Contract Owners of non-qualified Contracts.

<PAGE>

As of December 31, 2000, there were no Contract Form A3028.NY-00GRCU
Owners since sales had not yet begun.

ITEM 28. INDEMNIFICATION

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

1. for any breach of the director's duty of loyalty to the Company or its
policyholders;
2. for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of law;
3. for liability, if any, imposed on directors of mutual insurance
companies pursuant to M.G.L.A. c.156B Section 61 or M.G.L.A.
c.156B Section 62;
4. for any transactions from which the director derived an improper
personal benefit.

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, Separate
Account FUVUL, Separate Account IMO 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

<PAGE>

<TABLE>
<CAPTION>
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
<S> <C>
Margaret L. Abbott Vice President

Emil J. Aberizk, Jr Vice President

Edward T. Berger Vice President and Chief Compliance Officer

Michael J. Brodeur Vice President Operations

Mark R. Colborn Vice President

Charles F. Cronin Secretary/Clerk

Claudia J. Eckels Vice President

Philip L. Heffernan Vice President

J. Kendall Huber Director

Mark C. McGivney Treasurer

William F. Monroe, Jr. President, Director and Chief Executive Officer

Stephen Parker Vice President and Director

Richard M. Reilly Director and Chairman of the Board

Eric A. Simonsen Director
</TABLE>

(c) As indicated in Part B (Statement of Additional Information) in response to
Item 20(c), there were no commissions retained by Allmerica Investments, Inc.,
the principal underwriter of the Contracts, for sales of variable contracts
funded by the Registrant in 1999. No other commissions or other compensation was
received by the principal underwriter, directly or indirectly, from the
Registrant during the Registrant's last fiscal year.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Each account, book or other document required to be maintained by Section
31(a) of 1940 Act 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) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement are
never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.

(b) The Registrant hereby undertakes to include as part of the application
to purchase a Contract a space that the applicant can check to request
a Statement of Additional Information.

(c) The Registrant hereby undertakes to deliver a Statement of Additional
Information and any financial statements promptly upon written or oral
request, according to the requirements of Form N-4.

<PAGE>

(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 SEC,
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 Contracts 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 First Allmerica Financial Life Insurance
Company ("First Allmerica"), 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:

1. Appropriate disclosures regarding the redemption/withdrawal
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/withdrawal
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
withdrawal 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/withdrawal 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 January, 2001.

ALLMERICA SELECT SEPARATE ACCOUNT OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By: /s/ SHEILA B. ST. HILAIRE
-------------------------
Sheila B. St. Hilaire,
Assistant Vice President and Counsel

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>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/S/ WARREN E. BARNES Vice President and Corporate Controller January 15, 2001
------------------------------------
Warren E. Barnes

EDWARD J. PARRY* Director, Vice President and Chief Financial Officer
------------------------------------

RICHARD M. REILLY* Director and Vice President
------------------------------------

JOHN F. O'BRIEN* Director, President and Chief Executive Officer
------------------------------------

BRUCE C. ANDERSON* Director and Vice President
------------------------------------

MARK R. COLBORN* Director and Vice President
---------------------------

JOHN P. KAVANAUGH* Director, Vice President and Chief Investment Officer
------------------------------------

J. KENDALL HUBER* Director, Vice President and General Counsel
------------------------------------

J. BARRY MAY* Director
------------------------------------

JAMES R. MCAULIFFE* Director
------------------------------------

ROBERT P. RESTREPO, JR.* Director and Vice President
------------------------

ERIC A. SIMONSEN* Director and Vice President
------------------------------------

GREGORY D. TRANTER* Director and Vice President
------------------------------------
</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 September 18, 2000 duly
executed by such persons.

/S/ SHEILA B. ST. HILAIRE
--------------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact

<PAGE>

EXHIBIT TABLE
<TABLE>
<S> <C>
Exhibit 3(b) Form of Bonus Product Commissions Schedule

Exhibit 4(a) Contract Form A3028.NY-00GRCU

Exhibit 4(b) Specification Pages Form A8028-AS.NY-00GRCU

Exhibit 4(c) Enhanced Death Benefit "EDB" Rider (Form 3286.NY-00GRC)

Exhibit 5 Form of Application Form AS-563NY

Exhibit 8(b) Director's Power of Attorney

Exhibit 9 Opinion of Counsel

Exhibit 15(a) Amendment dated October 30, 2000 to the Participation Agreement between the Company
and Allmerica Investment Trust

Exhibit 15(b) Form of Amendment dated October 30, 2000 to the Variable Insurance Products Fund
Participation Agreement

Exhibit 15(c) Form of Amendment to Schedule A of the T. Rowe Price International Series, Inc.
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