GROUP VEL ACCOUNT OF SMA LIFE ASSURANCE CO, 485BPOS, 1995-09-29

GROUP VEL ACCOUNT OF SMA LIFE ASSURANCE CO
485BPOS, 1995-09-29

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<PAGE>
Registration No. 33-82658

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 1
------------------------------

GROUP VEL ACCOUNT OF SMA LIFE ASSURANCE COMPANY
-----------------------------------------------
(Exact Name of Registrant)

SMA LIFE ASSURANCE COMPANY
440 Lincoln Street
Worcester MA 01653
(Address of Principal Executive Office)

Abigail M. Armstrong, Secretary and Counsel
440 Lincoln Street
Worcester MA 01653
(Name and Address of Agent for Service of Process)

It is proposed that this filing will become effective:

___on______________pursuant to paragraph (a) of Rule 485
___60 days after filing pursuant to paragraph (a) of Rule 485
___immediately after filing pursuant to paragraph (b) of Rule 485
X on October 1, 1995 pursuant to paragraph (b) of Rule 485
--- ---------------
FLEXIBLE PREMIUM VARIABLE LIFE

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
Registrant hereby declares that an indefinite amount of its securities is being
registered under the Securities Act of 1933. The Rule 24f-2 Notice for the
issuer's fiscal year ended December 31, 1994 was not filed as the Separate
Account had not begun sales.

<PAGE>
RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS

Item No. of
Form N-8B-82 Caption in Prospectus
- ------------ ---------------------
1. . . . . . . . . . . . . . . . Cover Page
2. . . . . . . . . . . . . . . . Cover Page
3. . . . . . . . . . . . . . . . Not Applicable
4. . . . . . . . . . . . . . . . Distribution
5. . . . . . . . . . . . . . . . The Company, The Group VEL Account
6. . . . . . . . . . . . . . . . The Group VEL Account
7. . . . . . . . . . . . . . . . Not Applicable
8. . . . . . . . . . . . . . . . Not Applicable
9. . . . . . . . . . . . . . . . Legal Proceedings
10 . . . . . . . . . . . . . . . Summary; Description of the Company, The
Group VEL Account, the Trust, VIPF, VIPF II,
T. Rowe and DGPF; The Certificate;
Certificate Termination and Reinstatement;
Other Certificate Provisions
11 . . . . . . . . . . . . . . . Summary; The Trust, Investment Objectives
and Policies
12 . . . . . . . . . . . . . . . Summary; The Trust;
13 . . . . . . . . . . . . . . . Summary; The Trust; VIPF; VIPF II; T.Rowe;
DGPF; Investment Advisory Services to the
Trust; Investment Advisory Services to VIPF;
Investment Advisory Services to VIPF II;
Investment Advisory Services to T. Rowe;
Investment Advisory Services to DGPF; Charges
and Deductions
14 . . . . . . . . . . . . . . . Summary; Enrollment Form for a Certificate
15 . . . . . . . . . . . . . . . Summary; Enrollment Form for a Certificate;
Premium Payments; Allocation of Net Premiums
16 . . . . . . . . . . . . . . . The Group VEL Account; The Trust; VIPF;
VIPF II; T. Rowe; DGPF; Premium Payments;
Allocation of Net Premiums
17 . . . . . . . . . . . . . . . Summary; Surrender; Partial Withdrawal;
Charges and Deductions; Certificate
Termination and Reinstatement
18 . . . . . . . . . . . . . . . The Group VEL Account; The Trust; VIPF;
VIPF II; T. Rowe; DGPF; Premium Payments
19 . . . . . . . . . . . . . . . Reports; Voting Rights
20 . . . . . . . . . . . . . . . Not Applicable
21 . . . . . . . . . . . . . . . Summary; Certificate Loans; Other Certificate
Provisions
22 . . . . . . . . . . . . . . . Other Certificate Provisions
23 . . . . . . . . . . . . . . . Not Required
24 . . . . . . . . . . . . . . . Other Certificate Provisions
25 . . . . . . . . . . . . . . . The Company

<PAGE>

Item No. of
Form N-8B-2 Caption in Prospectus
- ----------- ---------------------

26 . . . . . . . . . . . . . . . Not Applicable
27 . . . . . . . . . . . . . . . The Company
28 . . . . . . . . . . . . . . . Directors and Principal Officers of the
Company
29 . . . . . . . . . . . . . . . The Company
30 . . . . . . . . . . . . . . . Not Applicable
31 . . . . . . . . . . . . . . . Not Applicable
32 . . . . . . . . . . . . . . . Not Applicable
33 . . . . . . . . . . . . . . . Not Applicable
34 . . . . . . . . . . . . . . . Not Applicable
35 . . . . . . . . . . . . . . . Distribution
36 . . . . . . . . . . . . . . . Not Applicable
37 . . . . . . . . . . . . . . . Not Applicable
38 . . . . . . . . . . . . . . . Summary; Distribution
39 . . . . . . . . . . . . . . . Summary; Distribution
40 . . . . . . . . . . . . . . . Not Applicable
41 . . . . . . . . . . . . . . . The Company, Distribution
42 . . . . . . . . . . . . . . . Not Applicable
43 . . . . . . . . . . . . . . . Not Applicable
44 . . . . . . . . . . . . . . . Premium Payments; Certificate Value and
Surrender Value
45 . . . . . . . . . . . . . . . Not Applicable
46 . . . . . . . . . . . . . . . Certificate Value and Surrender Value;
Federal Tax Considerations
47 . . . . . . . . . . . . . . . The Company
48 . . . . . . . . . . . . . . . Not Applicable
49 . . . . . . . . . . . . . . . Not Applicable
50 . . . . . . . . . . . . . . . The Group VEL Account
51 . . . . . . . . . . . . . . . Cover Page; Summary; Charges and
Deductions; The Certificate; Certificate
Termination and Reinstatement; Other
Certificate Provisions
52 . . . . . . . . . . . . . . . Addition, Deletion or Substitution of
Investments
53 . . . . . . . . . . . . . . . Federal Tax Considerations
54 . . . . . . . . . . . . . . . Not Applicable
55 . . . . . . . . . . . . . . . Not Applicable
56 . . . . . . . . . . . . . . . Not Applicable
57 . . . . . . . . . . . . . . . Not Applicable
58 . . . . . . . . . . . . . . . Not Applicable
59 . . . . . . . . . . . . . . . Not Applicable
<PAGE>

PROSPECTUS SUPPLEMENT
GROUP VEL ACCOUNT
(Supplement to prospectus dated May 1, 1995)

Effective October 1, 1995, the name of SMA Life Assurance Company has been
changed to ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY. The attached
prospectus is hereby amended to delete the name "SMA Life Assurance Company" and
to substitute ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY.

* * *

CHANGES IN DIRECTORS AND OFFICERS

Bradford K. Gallagher has resigned as Director, President and CEO of the
Company. Richard M. Reilly, who is a Director and previously was Vice President
of the Company, has been elected as President and CEO of the Company.

James R. McAuliffe has resigned as Director and Ruben P. Moreno has
resigned as Vice President of the Company.

SUPPLEMENT DATED OCTOBER 1, 1995
<PAGE>

This prospectus describes certificates issued under group flexible premium
variable life insurance policies ("Certificates") offered by SMA Life Assurance
Company ("Company") to eligible applicants ("Certificate Owners") who are
members of a non-qualified benefit plan having a minimum of ten or more members,
depending on the group, and are age 80 years old and under. Within limits, you
may choose the amount of initial premium desired and the initial Death Benefit.
You have the flexibility to vary the frequency and amount of premium payments,
subject to certain restrictions and conditions. You may withdraw a portion of
the Certificate's surrender value, or the Certificate may be fully surrendered
at any time, subject to certain limitations.

The Certificates permit you to allocate Net Premiums among up to seven of
eighteen sub-accounts ("Sub-Accounts") of the Group VEL Account, a separate
account of the Company, and a fixed interest account ("General Account") of the
Company (together "Accounts"). Each Sub-Account invests its assets in a
corresponding investment portfolio of Allmerica Investment Trust ("Trust"),
Variable Insurance Products Fund ("VIPF"), Variable Insurance Products Fund II
("VIPF II"), T. Rowe Price International Series, Inc. ("T. Rowe") or Delaware
Group Premium Fund, Inc. ("DGPF"). The Trust is managed by Allmerica Investment
Management Company, Inc. ("Allmerica Investment"). VIPF and VIPF II are managed
by Fidelity Management & Research Company ("Fidelity Management"). T. Rowe is
managed by Rowe Price-Fleming International, Inc. ("Price-Fleming"). The
International Equity Series, which is the only investment portfolio of DGPF
available under the Certificates, is managed by Delaware International Advisers
Ltd. ("Delaware International").

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

The Trust, VIPF, VIPF II, T. Rowe and DGPF are open-end, diversified series
investment companies. Eleven different investment portfolios of the Trust are
available under the Certificates: the Growth Fund, Investment Grade Income Fund,
Money Market Fund, Equity Index Fund, Government Bond Fund, Select
International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Growth Fund, Select Growth and Income Fund and Small
Cap Value Fund (the "Funds"). Four of VIPF's investment portfolios are
available under the Certificates: High Income Portfolio (which invests in higher
yielding, higher risk, lower rated debt securities), Equity-Income Portfolio,
Growth Portfolio, and Overseas Portfolio ("Portfolios"). One investment
portfolio of VIPF II ("Portfolio") is available under the Certificates: the
Asset Manager Portfolio. One investment portfolio of T. Rowe ("Portfolio") is
available under the Policies: the International Stock Portfolio. One
investment portfolio of DGPF ("Series") is available under the Certificates: the
International Equity Series. Each Fund, Portfolio and Series has its own
investment objectives. See "INVESTMENT OBJECTIVES AND POLICIES" in this
prospectus. The accompanying prospectuses of the Trust, VIPF, VIPF II, T. Rowe
and DGPF describe the investment objectives and certain attendant risks of each
Underlying Fund. The International Stock Portfolio of T. Rowe is not available
in all states.

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

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

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES OF THE
ALLMERICA INVESTMENT TRUST, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, T. ROWE PRICE INTERNATIONAL SERIES, INC. AND DELAWARE GROUP
PREMIUM FUND, INC. INVESTORS SHOULD RETAIN A COPY OF THIS PROSPECTUS FOR FUTURE
REFERENCE.

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

Dated May 1, 1995
440 Lincoln Street
Worcester, Massachusetts 01653
(508) 855-1000

<PAGE>

(Continued from cover page)

There is no guaranteed minimum Certificate value. The value of a Certificate
will vary up or down to reflect the investment experience of allocations to the
Sub-Accounts and the fixed rates of interest earned by allocations to the
General Account. The Certificate value will also be adjusted for other factors,
including the amount of charges imposed. The Certificate will remain in effect
so long as the Certificate value less any outstanding debt is sufficient to pay
certain monthly charges imposed in connection with the Certificate. The
Certificate value may decrease to the point where the Certificate will lapse and
provide no further death benefit without additional premium payments.

If the Certificate is in effect at the death of the Insured, the Company will
pay a death benefit (the "Death Proceeds") to the beneficiary. Prior to the
Final Premium Payment Date, the Death Proceeds equal the Death Benefit, less any
debt, partial withdrawals, and any due and unpaid charges. After the Final
Premium Payment Date, the Death Proceeds equal the Surrender Value of the
Certificate. You may choose either Death Benefit Option 1 (the Death Benefit is
fixed in amount) or Death Benefit Option 2 (the Death Benefit includes the
Certificate value in addition to a fixed insurance amount). A Certificate Owner
has the right to change the Death Benefit option, subject to certain conditions.
A Minimum Death Benefit, equivalent to a percentage of the Certificate value,
will apply if greater than the Death Benefit otherwise payable under Option 1 or
Option 2.

<PAGE>

TABLE OF CONTENTS

SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .14

DESCRIPTION OF THE COMPANY, THE GROUP VEL ACCOUNT, THE TRUST, VIPF,
VIPF II, T. ROWE AND DGPF. . . . . . . . . . . . . . . . . . . . . . . . . . .17
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
THE GROUP VEL ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . .17
ALLMERICA INVESTMENT TRUST. . . . . . . . . . . . . . . . . . . . . . . .17
VARIABLE INSURANCE PRODUCTS FUND. . . . . . . . . . . . . . . . . . . . .18
VARIABLE INSURANCE PRODUCTS FUND II . . . . . . . . . . . . . . . . . . .18
T. ROWE PRICE INTERNATIONAL SERIES, INC.. . . . . . . . . . . . . . . . .18
DELAWARE GROUP PREMIUM FUND, INC. . . . . . . . . . . . . . . . . . . . .18
INVESTMENT OBJECTIVES AND POLICIES. . . . . . . . . . . . . . . . . . . .18
INVESTMENT ADVISORY SERVICES TO THE TRUST . . . . . . . . . . . . . . . .20
INVESTMENT ADVISORY SERVICES TO VIPF AND VIPF II. . . . . . . . . . . . .23
INVESTMENT ADVISORY SERVICES TO T. ROWE . . . . . . . . . . . . . . . . .23
INVESTMENT ADVISORY SERVICES TO DGPF. . . . . . . . . . . . . . . . . . .23
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS . . . . . . . . . . . .23
VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24

THE CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
ENROLLMENT FORM FOR A CERTIFICATE . . . . . . . . . . . . . . . . . . . .25
FREE LOOK PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
CONVERSION PRIVILEGES . . . . . . . . . . . . . . . . . . . . . . . . . .26
PREMIUM PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
ALLOCATION OF NET PREMIUMS. . . . . . . . . . . . . . . . . . . . . . . .26
TRANSFER PRIVILEGE. . . . . . . . . . . . . . . . . . . . . . . . . . . .27
DEATH PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
DEATH BENEFIT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . .28
CHANGE IN DEATH BENEFIT OPTION. . . . . . . . . . . . . . . . . . . . . .29
CHANGE IN FACE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . .30
CERTIFICATE VALUE AND SURRENDER VALUE . . . . . . . . . . . . . . . . . .31
PAYMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
OPTIONAL INSURANCE BENEFITS . . . . . . . . . . . . . . . . . . . . . . .32
SURRENDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
PAID-UP INSURANCE OPTION. . . . . . . . . . . . . . . . . . . . . . . . .32
PARTIAL WITHDRAWAL. . . . . . . . . . . . . . . . . . . . . . . . . . . .33

CHARGES AND DEDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
PREMIUM EXPENSE CHARGE. . . . . . . . . . . . . . . . . . . . . . . . . .34
MONTHLY DEDUCTION FROM CERTIFICATE VALUE. . . . . . . . . . . . . . . . .34
CHARGES REFLECTED IN THE ASSETS OF THE GROUP VEL ACCOUNT. . . . . . . . .37
SURRENDER CHARGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
CHARGES ON PARTIAL WITHDRAWAL . . . . . . . . . . . . . . . . . . . . . .38
TRANSFER CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
CHARGE FOR CHANGE IN FACE AMOUNT. . . . . . . . . . . . . . . . . . . . .39
OTHER ADMINISTRATIVE CHARGES. . . . . . . . . . . . . . . . . . . . . . .39

CERTIFICATE LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
LOAN INTEREST CHARGED . . . . . . . . . . . . . . . . . . . . . . . . . .39
REPAYMENT OF DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
EFFECT OF CERTIFICATE LOANS . . . . . . . . . . . . . . . . . . . . . . .40

CERTIFICATE TERMINATION AND REINSTATEMENT. . . . . . . . . . . . . . . . . . .40
TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
REINSTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41

OTHER CERTIFICATE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . .41
CERTIFICATE OWNER . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
INCONTESTABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
SUICIDE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42

<PAGE>

AGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
POSTPONEMENT OF PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . .42

DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY. . . . . . . . . . . . . . . .43

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45

REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

FURTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .46

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .47
THE COMPANY AND THE GROUP VEL ACCOUNT . . . . . . . . . . . . . . . . . .47
TAXATION OF THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . .47
MODIFIED ENDOWMENT CONTRACTS. . . . . . . . . . . . . . . . . . . . . . .48

MORE INFORMATION ABOUT THE GENERAL ACCOUNT . . . . . . . . . . . . . . . . . .48
GENERAL DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . .48
GENERAL ACCOUNT VALUE . . . . . . . . . . . . . . . . . . . . . . . . . .48
THE CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND CERTIFICATE LOANS. . . . .49

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50

APPENDIX A - OPTIONAL BENEFITS . . . . . . . . . . . . . . . . . . . . . . . .63

APPENDIX B - PAYMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . .64

APPENDIX C - ILLUSTRATIONS OF SUM INSURED, POLICY VALUES AND
ACCUMULATED PREMIUMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64

APPENDIX D - CALCULATION OF MAXIMUM SURRENDER CHARGES. . . . . . . . . . . . .70

<PAGE>

SPECIAL TERMS

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

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

CERTIFICATE CHANGE: Any change in the Face Amount, the addition or deletion of a
rider, or a change in the Death Benefit Option.

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

COMPANY: SMA Life Assurance Company.

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

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

DEATH PROCEEDS: Prior to the Final Premium Payment Date, the Death Proceeds
equal the amount calculated under the applicable Death Benefit Option (Option 1
or Option 2), less Debt outstanding at the time of the Insured's death, partial
withdrawals, if any, partial withdrawal charges, and any due and unpaid Monthly
Deductions. After the Final Premium Payment Date, the Death Proceeds equal the
Surrender Value of the Certificate.

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

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

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

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

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

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

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

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

INSURANCE AMOUNT AT RISK: The Death Benefit less the Certificate Value.

<PAGE>

ISSUANCE AND ACCEPTANCE: the date the Company mails the Certificate if the
enrollment form is approved with no changes requiring your consent; otherwise,
the date the Company receives your written consent to any changes.

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

MINIMUM DEATH BENEFIT: The minimum Death Benefit required to qualify the
Certificate as "life insurance" under Federal tax laws. The Minimum Death
Benefit varies by Age. It is calculated by multiplying the Certificate Value by
a percentage determined by the Insured's Age.

MONTHLY PROCESSING DATE: The date on which the Monthly Deduction is deducted
from Certificate Value.

MONTHLY DEDUCTION: Charges deducted monthly from the Certificate Value of a
Certificate prior to the Final Premium Payment Date. The charges include the
monthly cost of insurance, the monthly cost of any benefits provided by rider,
the monthly Certificate administrative charge, the monthly Group VEL Account
administrative charge and the monthly mortality and expense risk charge.

MONTHLY DEDUCTION SUB-ACCOUNT: A Sub-Account of the Separate Account to which
the payor that you name under the Payor Option may allocate Net Premiums to pay
all or a portion of the insurance charges and administrative charges. The
Monthly Deduction Sub-Account is currently Sub-Account 3 which invests in the
Money Market Fund of Allmerica Investment Trust.

NET PREMIUM: An amount equal to the premium less any premium expense charge.

PAID-UP INSURANCE: Life insurance coverage for the life of the Insured, with no
further premiums due.

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

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

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

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

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

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

UNDERLYING INVESTMENT COMPANIES: Allmerica Investment Trust, Variable Insurance
Products Fund, Variable Insurance Products Fund II, T. Rowe Price International
Series, Inc. and Delaware Group Premium Fund, Inc.

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

<PAGE>

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

VALUATION DATE: A day on which the net asset value of the shares of any of the
Underlying Funds is determined and Unit values of the Sub-Accounts are
determined. Valuation Dates currently occur on each day on which the New York
Stock Exchange is open for trading, and on such other days (other than a day
during which no payment, partial withdrawal, or surrender of a Certificate is
received) when there is a sufficient degree of trading in an Underlying Fund's
securities such that the current net asset value of the Sub-Accounts may be
materially affected.

VALUATION PERIOD: The interval between two consecutive Valuation Dates.

WRITTEN REQUEST: A Request by the Certificate Owner in writing, satisfactory to
the Company.

YOU OR YOUR: The Certificate Owner, as shown in the enrollment form or the
latest change filed with the Company.

<PAGE>

SUMMARY

THE CERTIFICATE - The Certificate issued under a group flexible premium variable
life policy offered by this prospectus allows you, subject to certain
limitations, to make premium payments in any amount and frequency. As long as
the Certificate remains in force, it will provide for: (a) life insurance
coverage on the named Insured; (b) Certificate Value; (c) surrender rights and
partial withdrawal rights; (d) loan privileges; and (e) in some cases,
additional insurance benefits available by rider for an additional charge.

The Certificates provide death benefits, Certificate Value, and other features
traditionally associated with life insurance policies. The Certificates are
"variable" because, unlike the fixed benefits of ordinary whole life insurance,
the Certificate Value will, and under certain circumstances the Death Proceeds
may, increase or decrease depending on the investment experience of the
Sub-Accounts of the Group VEL Account. They are "flexible premium"
Certificates, because, unlike traditional insurance policies, there is no fixed
schedule for premium payments. Although you may establish a schedule of premium
payments ("planned premium payments"), failure to make the planned premium
payments will not necessarily cause a Certificate to lapse nor will making the
planned premium payments guarantee that a Certificate will remain in force.
Thus, you may, but are not required to, pay additional premiums.

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

SURRENDER CHARGES - At any time that a Certificate is in effect, a Certificate
Owner may elect to surrender the Certificate and receive its Surrender Value. A
surrender charge may be calculated upon issuance of the Certificate and upon
each increase in Face Amount. The surrender charge may be imposed, depending on
the group to which the Certificate is issued, for up to 15 years from the Date
of Issue or any increase in the Face Amount and you request a full surrender or
a decrease in Face Amount.

The maximum surrender charge calculated upon issuance of the Certificate is
equal to the sum of (a) plus (b) where (a) is a deferred administrative charge
equal to $8.50 per thousand dollars of the initial Face Amount and (b) is a
deferred sales charge of 50% (less any premium expense charge not associated
with state and local premium taxes) of premiums received up to the Guideline
Annual Premium, depending on the group to which the Certificate is issued. In
accordance with limitations under state insurance regulations, the amount of the
maximum surrender charge will not exceed a specified amount per thousand dollars
of initial Face Amount, as indicated in "APPENDIX C - CALCULATION OF MAXIMUM
SURRENDER CHARGES." The maximum surrender charge remains level for the first 24
Certificate months, reduces uniformly each month for the balance of the
surrender charge period, and is zero thereafter. If you surrender the
Certificate during the first two years following the Date of Issue before making
premium payments associated with the initial Face Amount which are at least
equal to one Guideline Annual Premium, the actual surrender charge imposed may
be less than the maximum. See "THE CERTIFICATE - Surrender" and "CHARGES AND
DEDUCTIONS - Surrender Charge."

A separate surrender charge will apply to and is calculated for each increase in
Face Amount. The maximum surrender charge for the increase is equal to the sum
of (a) plus (b) where (a) is equal to $8.50 per thousand dollars of increase,
and (b) is a deferred sales charge of 50% (less any premium expense charge not
associated with state and local premium taxes) of premiums associated with the
increase, up to the Guideline Annual Premium for the increase. In accordance
with limitations under state insurance regulations, the amount of the surrender
charge will not exceed a Specified amount per thousand dollars of increase, as
indicated in "APPENDIX C - CALCULATION OF MAXIMUM SURRENDER CHARGES." As is
true for the initial Face Amount, (a) is a deferred administrative charge and
(b) is a deferred sales charge. This maximum surrender charge remains level for
the first 24 Certificate months following the increase, reduces uniformly each
month for the balance of the surrender charge period, and is zero thereafter.
During the first two Certificate years following an increase in Face Amount,
before making premium payments associated with the increase in Face Amount which
are at least equal to one Guideline Annual Premium, the actual surrender charge
with respect to the increase may be less than the maximum. See "THE CERTIFICATE
- - Surrender" and "CHARGES AND DEDUCTIONS - Surrender Charge."

In the event of a decrease in Face Amount, any surrender charge imposed is a
fraction of the charge that would apply to a full surrender of the Certificate.
See "THE CERTIFICATE - Surrender" and "CHARGES AND DEDUCTIONS - Surrender
Charge."

<PAGE>

PREMIUM EXPENSE CHARGE - A charge may be deducted from each premium payment for
state and local premium taxes paid by the Company for the Certificate and to
compensate the Company for federal taxes imposed for deferred acquisition costs
("DAC taxes") and for sales expenses related to the Certificates. State premium
taxes generally range from 0.75% to 5%, while local premium taxes (if any) vary
by jurisdiction within a state. The DAC tax deduction may range from zero to 1%
of premiums, depending on the group to which the Certificate is issued. The DAC
tax deduction is a factor that the Company must use when calculating the maximum
sales load it can charge under SEC rules. The charge for sales expenses may
range from zero to 5%, depending on the characteristics of the group to which
the Certificate is issued and the actual sales expense incurred by the Company.
See "CHARGES AND DEDUCTIONS - Premium Expense Charge."

MONTHLY DEDUCTIONS FROM CERTIFICATE VALUE - On the Date of Issue and each
Monthly Processing Date thereafter prior to the Final Premium Payment Date,
certain charges ("Monthly Deductions") will be deducted from the Certificate
Value. The Monthly Deduction includes a charge for cost of insurance, a charge
for the cost of any additional benefits provided by rider and a charge for
Certificate administrative expenses that may be up to $10, depending on the
group to which the Certificate is issued. The Monthly Deduction may also
include a charge for Group VEL administrative expenses and a charge for
mortality and expense risks. The Group VEL administrative charge may continue
for up to 10 Certificate years and may be up to 0.25% of Certificate Value in
each Sub-Account, depending on the group to which the Certificate was issued.
The mortality and expense risk charge may be up to 0.90% of Certificate Value in
each Sub-Account.

You may specify from which Sub-Account the cost of insurance charge, the charge
for Certificate administrative expenses and the charge for the cost of
additional benefits provided by rider will be deducted. If the Payor Provision
is in force, all cost of insurance charges and administrative charges will be
deducted from the Monthly Deduction Sub-Account. If no allocation is specified,
the Company will make a Pro-Rata Allocation.

The Group VEL administrative charge and the mortality and expense risk charge
are assessed against each Sub-Account that generates a charge. In the event
that a charge is greater than the value of the Sub-Account to which it relates
on a Monthly Processing Date, the unpaid balance will be totaled and the
Company will make a Pro-Rata Allocation.

Monthly Deductions are made on the Date of Issue and on each Monthly Processing
Date until the Final Premium Payment Date. No Monthly Deductions will be made
on or after the Final Premium Payment Date. See "CHARGES AND DEDUCTIONS -
Monthly Deductions from Certificate Value."

TRANSACTION CHARGES - Each of the charges listed below is designed to reimburse
the Company for administrative costs incurred in the applicable transaction.

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

CHARGE FOR CHANGE IN FACE AMOUNT - For each increase or decrease in Face Amount,
a charge of $2.50 per $1,000 of increase or decrease up to $50, will be
deducted from Certificate Value. This charge is designed to reimburse the
Company for underwriting and administrative costs associated with the change.
See "THE CERTIFICATE - Change In Face Amount" and "CHARGES AND DEDUCTIONS -
Charge For Change In Face Amount."

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

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

<PAGE>

CHARGES OF THE UNDERLYING INVESTMENT COMPANIES - In addition to the charges
described above, certain fees and expenses are deducted from the assets of the
Underlying Investment Companies. See "CHARGES AND DEDUCTIONS - Charges
Reflected in the Assets Of the Group VEL Account." The levels of fees and
expenses vary among the Underlying Investment Companies.

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

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

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

The Death Proceeds under the Certificate may be received in a lump sum or under
one of the Payment Options the Company offers. See "APPENDIX B - Payment
Options."

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

The minimum increase in Face Amount will vary by group, but will in no event
exceed $10,000. Any increase may also require additional Evidence of
Insurability satisfactory to the Company. The increase is subject to a "free
look period" and, during the first 24 months after the increase, to a conversion
privilege. See "THE CERTIFICATE - Free Look Period, - Conversion Privileges."

ADDITIONAL INSURANCE BENEFITS - You may, depending on the group to which the
Certificate is issued, have the flexibility to add additional insurance
benefits by rider. These may include the Waiver of Premium Rider, Other Insured
Rider, Children's Insurance Rider, Accidental Death Benefit Rider, Option to
Accelerate Benefits Rider and Exchange Option Rider. See "APPENDIX A - Optional
Benefits."

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

CERTIFICATE ISSUANCE - If at the time of enrollment you make a payment equal to
at least one Monthly Deduction for the Certificate as applied for, the Company
will provide conditional insurance, equal to the amount applied for but not to
exceed $500,000. If the enrollment form is approved, the Certificate will be
issued as of the date the terms of the conditional insurance agreement are met.
If you do not wish to make any payment at the time of enrollment form, insurance
coverage will not be in force until delivery of the Certificate and payment of
sufficient premium during the lifetime of the Insured.

If any premiums are paid prior to the issuance of the Certificate, such premiums
will be held in the

<PAGE>

Company's General Account. If your enrollment form is approved and the
Certificate is issued and accepted, the initial premiums held in the General
Account will be credited with interest at a specified rate beginning not later
than the date of receipt of the premiums at the Company's Principal Office. IF
A CERTIFICATE IS NOT ISSUED AND ACCEPTED, THE INITIAL PREMIUMS WILL BE RETURNED
TO YOU WITHOUT INTEREST.

If your Certificate provides for a full refund of the initial payment under its
"Right to Examine Certificate" provision as required in your state, all
Certificate Value in the General Account that you initially designated to go to
the Sub-Accounts will be allocated to the Money Market Fund of the Trust upon
Issuance and Acceptance of the Certificate. All Certificate Value will be
allocated as you have chosen no later than the expiration of the period during
which you may exercise the "Right to Examine Certificate" provision.

ALLOCATION OF NET PREMIUMS - Net Premiums are the premiums paid less any premium
expense charge. The Certificate together with its attached enrollment form
constitutes the entire agreement between the Company and you. Net Premiums may
be allocated to one or more Sub-Accounts of the Group VEL Account, to the
General Account, or to any combination of Accounts. You bear the investment
risk of Net Premiums allocated to the Sub-Accounts. Allocations may be made to
no more than seven Sub-Accounts at any one time. The minimum allocation is 1%
of Net Premium. All allocations must be in whole numbers and must total 100%.
See "THE CERTIFICATE - Allocation Of Net Premiums."

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

INVESTMENT OPTIONS - The Certificates permit Net Premiums to be allocated either
to the Company's General Account or to the Group VEL Account. The Group VEL
Account is currently comprised of sixteen Sub-Accounts. Each Sub-Account
invests exclusively in a corresponding Underlying Fund of the Allmerica
Investment Trust ("Trust") managed by Allmerica Investment, the Variable
Insurance Products Fund ("VIPF") or the Variable Insurance Products Fund II
("VIPF II") managed by Fidelity Management, T. Rowe Price International Series,
Inc. ("T. Rowe") managed by Rowe Price-Fleming International, Inc. with respect
to the International Stock Portfolio or the Delaware Group Premium Fund, Inc.
("DGPF") managed by Delaware International with respect to the International
Equity Series. In some states, insurance regulations may restrict the
availability of particular Underlying Funds. The Certificates permit you to
transfer Certificate Value among the available Sub-Accounts and between the
Sub-Accounts and the General Account of the Company, subject to certain
limitations described under "THE CERTIFICATE - Transfer Privilege."

The Trust, VIPF, VIPF II, T. Rowe and DGPF are open-end, diversified series
management investment companies. Eleven different Underlying Funds of the Trust
(each a "Fund") are available under the Certificates: the Growth Fund,
Investment Grade Income Fund, Money Market Fund, Equity Index Fund, Government
Bond Fund, Select International Equity Fund, Select Aggressive Growth Fund,
Select Capital Appreciation Fund, Select Growth Fund, Select Growth and Income
Fund and Small Cap Value Fund. Four different Underlying Funds of VIPF (each a
"Portfolio") are available under the Certificates: High Income Portfolio,
Equity-Income Portfolio, Growth Portfolio and Overseas Portfolio. One
Underlying Fund of VIPF II ("Portfolio") is available under the Certificates:
the Asset Manager Portfolio. One Underlying Fund of T. Rowe ("Portfolio") is
available under the Policies: the International Stock Portfolio. One
Underlying Fund of DGPF ("Series") is available under the Certificates: the
International Equity Series.

Each of the Underlying Funds has its own investment objectives. However,
certain Portfolios have investment objectives similar to certain Funds or
Series.

The value of each Sub-Account will vary daily depending upon the performance of
the Underlying Fund in which it invests. Each Sub-Account reinvests dividends
or capital gains distributions received from an Underlying Fund in additional
shares of that Underlying Fund.

There can be no assurance that the investment objectives of the Underlying Funds
can be achieved. For more information, see "DESCRIPTION OF THE COMPANY, THE
GROUP VEL ACCOUNT, ALLMERICA INVESTMENT TRUST, VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II, T. ROWE PRICE INTERNATIONAL SERIES, INC.
AND DELAWARE GROUP PREMIUM FUND, INC."

<PAGE>

FREE LOOK PERIOD - The Certificate provides for an initial Free Look Period.
You may cancel the Certificate by mailing or delivering it to the Principal
Office or to an agent of the Company on or before the latest of (a) 45 days
after the enrollment form for the Certificate is signed, (b) 10 days after you
receive the Certificate, or (c) 10 days (20 or 30 days if required in your
state) after the Company mails or personally delivers a Notice of Withdrawal
Rights to you.

If your Certificate provides for a full refund of the initial premium under its
"Right to Examine Certificate" provision as required in your state, your refund
will be the greater of (a) your entire premium or (b) the Certificate Value plus
deductions under the Certificate or by the Underlying Funds for taxes, charges
or fees. If your Certificate does not provide for a full refund of the initial
premium, you will receive the Certificate Value in the Group VEL Account, plus
premiums paid, including fees and charges, minus the amounts allocated to the
Group VEL Account, plus the fees and charges imposed on amounts in the Group
VEL Account. After an increase in Face Amount, a right to cancel the increase
also applies. See "THE CERTIFICATE - Free Look Period."

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

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

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

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

Certificate loans will be allocated among the General Account and the
Sub-Accounts in accordance with your instructions. If no allocation is made by
you, the Company will make a Pro-Rata Allocation among the Accounts. In either
case, Certificate Value equal to the Certificate loan will be transferred from
the appropriate Sub-Account(s) to the General Account, and will earn monthly
interest at an effective annual rate of at least 6%. Therefore, a Certificate
loan may have a permanent impact on the Certificate Value even though it is
eventually repaid. Although the loan amount is a part of the Certificate Value,
the Death Proceeds will be reduced by the amount of outstanding Debt at the time
of death.

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

CERTIFICATE LAPSE AND REINSTATEMENT - The failure to make premium payments will
not cause a Certificate to lapse unless: (a) the Surrender Value is
insufficient to cover the next Monthly

<PAGE>

Deduction plus loan interest accrued, if any, or (b) Debt exceeds Certificate
Value. A 62-day grace period applies to each situation. Subject to certain
conditions (including Evidence of Insurability showing that the Insured is
insurable according to the Company's underwriting rules and the payment of
sufficient premium), a Certificate may be reinstated at any time within 3 years
after the expiration of the grace period and prior to the Final Premium Payment
Date. See "CERTIFICATE TERMINATION AND REINSTATEMENT."

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

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

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

The Certificate summarizes the provisions of the group policy under which it is
issued, which has the purpose of providing insurance protection for the
Beneficiary named therein. References to Certificate rights and features are
intended to represent a Certificate Owner's rights and benefits under the group
policy. This Summary is intended to provide only a very brief overview of the
more significant aspects of the Certificate. Further detail is provided in this
prospectus, the Certificate and the group policy. No claim is made that the
Certificate is in any way similar or comparable to a systematic investment plan
of a mutual fund.

<PAGE>

PERFORMANCE INFORMATION

The Policies were first offered to the public in 1995. However, the Company may
advertise "Total Return" and "Average Annual Total Return" performance
information based on the periods that the Underlying Funds have been in
existence. The results for any period prior to the Policies being offered will
be calculated as if the Policies had been offered during that period of time,
with all charges assumed to be those applicable to the Sub-Accounts, the
Underlying Funds, and (in Table I) under a "representative" Policy that is
surrendered at the end of the applicable period. For more information on
charges under the Policies, see CHARGES AND DEDUCTIONS.

In each Table below, "One-Year Total Return" refers to the total of the income
generated by a sub-account, based on certain charges and assumptions as
described in the respective tables, for the one-year period ended December 31,
1994. "Average Annual Total Return" is based on the same charges and
assumptions, but reflects the hypothetical annually compounded return that would
have produced the same cumulative return if the Sub-Account's performance had
been constant over the entire period. Because average annual total returns tend
to smooth out variations in annual performance return, they are not the same as
actual year-by-year results.

TABLE I: SUB-ACCOUNT PERFORMANCE
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY
The following performance information is based on the periods that the
Underlying Funds have been in existence. The data is net of expenses of the
Underlying Funds, all Sub-Account charges, and all Policy charges (including
surrender charges) for a representative Policy. It is assumed that the Insured
is male, Age 36, standard (nonsmoker) Premium Class, that the Face Amount of the
Policy is $250,000, that an annual premium payment of $3,000 (approximately one
Guideline Annual Premium) was made at the beginning of each Policy year, that
ALL premiums were allocated to EACH Sub-Account individually, and that there was
a full surrender of the Policy at the end of the applicable period.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/94
------------------------------------------
Sub- Underlying One-Year Since Years Since
Account Fund Total return 3 years 5 years Inception Inception*
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 Growth -100.00% -37.06% -9.58% 5.18% 9.67
2 Investment Grade -100.00% -36.20% -11.87% -0.33% 9.67
3 Money Market -100.00% -38.47% -15.54% -3.43% 9.67
4 Equity Index -100.00% -35.31% N/A -11.21% 4.26
5 Government Bond -100.00% -37.40% N/A -30.16% 3.35
6 Select Aggressive Growth -100.00% N/A N/A -39.48% 2.36
7 Select Growth -100.00% N/A N/A -53.77% 2.36
8 Select Growth and Income -100.00% N/A N/A -53.48% 2.36
9 Small Cap Value -100.00% N/A N/A -73.51% 1.67
11 Select Int'l Equity N/A N/A N/A -96.83% 0.67
12 Select Cap. Appreciation N/A N/A N/A N/A N/A
102 VIPF High Income -100.00% -25.42% -4.69% 1.72% 9.28
103 VIPF Equity Income -100.00% -24.75% -8.84% 1.71% 8.23
104 VIPF Growth -100.00% -30.80% -8.40% 2.26% 8.23
105 VIPF Overseas -100.00% -32.94% -14.56% -4.43% 7.92
106 VIPF II Asset Manager -100.00% -32.01% -8.60% -7.91% 5.32
150 T. Rowe Int'l Stock N/A N/A N/A -96.02% 0.58
207 DGPF Int'l Equity -100.00% N/A N/A -40.10% 2.17
- --------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

TABLE II: SUB-ACCOUNT PERFORMANCE
EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES
The following performance information is based on the periods that the
Underlying Funds have been in existence. The performance information is net of
total Underlying Fund expenses, all Sub-Account charges, and premium tax and
expense charges. The data does NOT reflect monthly charges under the Policies
or surrender charges. It is assumed that an annual premium payment of $3,000
(approximately one Guideline Annual Premium) was made at the beginning of each
Policy year and that ALL premiums were allocated to EACH Sub-Account
individually.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Average Annual Total Return as of 12/31/94
------------------------------------------
Sub- Underlying One-Year Since Years Since
Account Fund Total return 3 years 5 years Inception Inception*
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 Growth -1.01% 3.37% 8.61% 12.38% 9.67
2 Investment Grade -4.09% 4.00% 6.73% 7.45% 9.67
3 Money Market 2.72% 2.36% 3.78% 4.74% 9.67
4 Equity Index -0.12% 4.65% N/A 11.49% 4.26
5 Government Bond -2.03% 3.13% N/A 4.93% 3.35
6 Select Aggressive Growth -3.45% N/A N/A 14.01% 2.36
7 Select Growth -2.64% N/A N/A 3.13% 2.36
8 Select Growth and Income -0.44% N/A N/A 3.34% 2.36
9 Small Cap Value -7.60% N/A N/A 4.99% 1.67
11 Select Int'l Equity N/A N/A N/A -4.61% 0.67
12 Select Cap. Appreciation N/A N/A N/A N/A N/A
102 VIPF High Income -2.70% 12.12% 12.70% 9.61% 9.28
103 VIPF Equity Income 5.82% 12.64% 9.22% 9.65% 8.23
104 VIPF Growth -1.18% 8.00% 9.59% 11.24% 8.23
105 VIPF Overseas 0.54% 6.40% 4.56% 5.76% 7.92
106 VIPF II Asset Manager -7.18% 7.09% 9.42% 8.92% 5.32
150 T. Rowe Int'l Stock N/A N/A N/A 1.11% 0.58
207 DGPF Int'l Equity 1.45% N/A N/A 17.41% 2.17
- --------------------------------------------------------------------------------------------------
</TABLE>

- - - -

*The inception dates for the Underlying Funds are: 4/29/85 for Growth,
Investment Grade and Money Market; 9/28/90 for Equity Index; 8/26/91 for
Government Bond; 8/21/92 for Select Aggressive Growth, Select Growth, and Select
Growth and Income; 4/30/93 for Small Cap Value; 5/01/94 for Select International
Equity; 10/09/86 for VIPF Equity-Income and VIPF Growth; 9/19/85 for VIPF High
Income; 1/28/87 for VIPF Overseas; 9/06/89 for VIPF II Asset Manager; 10/29/92
for DGPF International Equity; and 6/01/94 for the T. Rowe International Stock.
The Select Capital Appreciation Fund of the Trust was not in existence in 1994.

<PAGE>

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

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

<PAGE>

DESCRIPTION OF THE COMPANY, THE GROUP VEL ACCOUNT, ALLMERICA INVESTMENT
TRUST, VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II,
T. ROWE PRICE INTERNATIONAL SERIES, INC. AND
DELAWARE GROUP PREMIUM FUND, INC.

THE COMPANY - The Company is a life insurance company organized under the laws
of Delaware in July, 1974. Its Principal Office is located at 440 Lincoln
Street, Worcester, Massachusetts 01653, Telephone 508-855-1000. The Company is
subject to the laws of the state of Delaware governing insurance companies and
to regulation by the Commissioner of Insurance of Delaware. In addition, the
Company is subject to the insurance laws and regulations of other states and
jurisdictions in which it is licensed to operate. As of December 31, 1994, the
Company had over $4 billion in assets and over $25 billion of life insurance in
force. A.M. Best Company, independent analyst, currently assigns the Company a
rating of "A" ("Excellent"). The Company is an indirect wholly-owned subsidiary
of State Mutual Life Assurance Company of America ("State Mutual"), 440 Lincoln
Street, Worcester, Massachusetts. State Mutual, organized under the laws of
Massachusetts in 1844, is the fifth oldest life insurance company in America.
As of December 31, 1994, State Mutual and its subsidiaries (including the
Company) had over $10 billion in combined assets and over $42 billion of life
insurance in force. A.M. Best Company currently assigns State Mutual a rating
of "A" ("Excellent"). The A. M. Best Company ratings assigned to the Company
and its parent, State Mutual, are based on the independent analyst's opinion
concerning overall performance when compared to the norms of the life insurance
industry and the ability of the Company and its parent to meet their
policyholder and other contractual obligations. The ratings bear no
relationship to separate account or underlying investment portfolio performance.

THE GROUP VEL ACCOUNT - The Group VEL Account was authorized by vote of the
Board of Directors of the Company on November 22, 1993. The Group VEL Account
is registered with the Securities and Exchange Commission ("Commission") as a
unit investment trust under the Investment Company Act of 1940 ("1940 Act").
Such registration does not involve the supervision of its management or
investment practices or policies of the Group VEL Account or the Company by the
Commission.

The assets used to fund the variable portion of the Certificates are set aside
in the Group VEL Account and are kept separate and apart from the general assets
of the Company. Under Delaware law, assets equal to the reserves and other
liabilities of the Group VEL Account may not be charged with any liabilities
arising out of any other business of the Company. The Group VEL Account
currently has eighteen Sub-Accounts. Each Sub-Account is administered and
accounted for as part of the general business of the Company, but the income,
capital gains, or capital losses of each Sub-Account are allocated to such
Sub-Account, without regard to other income, capital gains, or capital losses of
the Company or the other Sub-Accounts. Each Sub-Account invests exclusively in
a corresponding investment portfolio of the Allmerica Investment Trust, the
Variable Insurance Products Fund, the Variable Insurance Products Fund II, T.
Rowe Price International Series, Inc. or the Delaware Group Premium Fund, Inc.
("Underlying Investment Companies").

The Company reserves the right, subject to compliance with applicable law, to
change the names of the Sub-Accounts and Group VEL Account.

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

The Trust was established by State Mutual 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 State Mutual, the Company, or
other affiliated insurance companies. Eleven investment portfolios of the Trust
("Funds") are available under the Certificates, each issuing a series of shares:
the Growth Fund, Investment Grade Income Fund, Money Market Fund, Equity Index
Fund, Government Bond Fund, Select International Equity Fund, Select Aggressive
Growth Fund, Select Capital Appreciation Fund, Select Growth Fund, Select Growth
and Income Fund and Small Cap Value Fund. The assets of each Fund are held
separate from the assets of the other Funds. Each Fund operates as a separate
investment vehicle and the income or losses of one Fund generally have no effect
on the investment performance of another Fund. Shares of the Trust are not
offered to the general public but solely to such separate accounts.

<PAGE>

Allmerica Investment serves as investment adviser of the Trust and has entered
into sub-advisory agreements with other investment managers ("Sub-Advisers") who
manage the investments of the Funds. See "INVESTMENT ADVISORY SERVICES TO THE
TRUST."

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

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

VARIABLE INSURANCE PRODUCTS FUND II - Variable Insurance Products Fund II ("VIPF
II"), managed by Fidelity Management (see "INVESTMENT ADVISORY SERVICES TO VIPF
AND VIPF II"), is an open-end, diversified, management investment company
organized as a Massachusetts business trust on March 21, 1988 and registered
with the Commission under the 1940 Act. One of its investment portfolios is
available under the Certificates: the Asset Manager Portfolio.

T. ROWE PRICE INTERNATIONAL SERIES, INC. - T. Rowe Price International Series,
Inc. ("T. Rowe"), managed by Rowe Price-Fleming International, Inc.
("Price-Fleming") (See "INVESTMENT ADVISORY SERVICES TO T. ROWE"), is an
open-end, diversified, management investment company organized as a Maryland
corporation in 1994 and registered with the Commission under the 1940 Act. One
of its investment portfolios is available under the Policies: the International
Stock Portfolio.

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

DGPF was established to provide a vehicle for the investment of assets of
various separate accounts supporting variable insurance policies. One
investment portfolio ("Series") is available under the Certificates, the
International Equity Series.

The investment adviser for the International Equity Series is Delaware
International Advisers Ltd. ("Delaware International"). See "INVESTMENT
ADVISORY SERVICES TO DGPF."

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 AND SHOULD BE READ CAREFULLY BEFORE INVESTING. The
statements of additional information of the Underlying Funds are available upon
request. There can be no assurance that the investment objectives of the
Underlying Funds can be achieved.

SUB-ACCOUNT 1 - invests solely in shares of the Growth Fund of the Trust. The
Growth Fund is invested in common stocks and securities convertible into common
stocks that are believed to represent significant underlying value in relation
to current market prices. The objective of the Growth Fund is to achieve
long-term growth of capital. Realization of current investment income, if any,
is incidental to this objective.

SUB-ACCOUNT 2 - invests solely in shares of the Investment Grade Income Fund of
the Trust. The Investment Grade Income Fund is invested in a diversified
portfolio of fixed income securities with the objective of seeking as high a
level of total return (including both income and realized and unrealized capital
gains) as is consistent with prudent investment management.

SUB-ACCOUNT 3 - invests solely in shares of the Money Market Fund of the Trust.
The Money Market

<PAGE>

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

SUB-ACCOUNT 4 - invests solely in shares of the Equity Index Fund of the Trust.
The Equity Index Fund seeks to provide investment results that correspond
generally to the composite price and yield performance of United States publicly
traded common stocks. The Equity Index Fund seeks to achieve its objective by
attempting to replicate the composite price and yield performance of the
Standard & Poor's 500 Composite Stock Price Index.

SUB-ACCOUNT 5 - invests solely in the shares of the Government Bond Fund of the
Trust. The Government Bond Fund has the investment objectives of seeking high
income, preservation of capital and maintenance of liquidity, primarily through
investments in debt instruments issued or guaranteed by the U.S. Government or
its agencies or instrumentalities and in related options, futures and repurchase
agreements.

SUB-ACCOUNT 6 - invests solely in shares of the Select Aggressive Growth Fund of
the Trust. The 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.

SUB-ACCOUNT 7 - invests solely in shares of the Select Growth Fund of the Trust.
The 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.

SUB-ACCOUNT 8 - invests solely in shares of the Select Growth and Income Fund of
the Trust. The 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.

SUB-ACCOUNT 9 - invests solely in shares of the Small Cap Value Fund of the
Trust. The Small Cap Value Fund seeks long-term growth by investing principally
in a diversified portfolio of common stocks of smaller, faster-growing companies
considered to be attractively valued in the smaller company sector of the
market.

SUB-ACCOUNT 11 - invests solely in shares of the Select International Equity
Fund of the Trust. The Select International Equity Fund seeks maximum long-term
total return (capital appreciation and income) primarily by investing in common
stocks of established non-U.S. companies.

SUB-ACCOUNT 12 - invests solely in shares of the Select Capital Appreciation
Fund of the Trust. The Select Capital Appreciation Fund seeks long-term growth
of capital in a manner consistent with the preservation of capital. Realization
of income is not a significant investment consideration and any income realized
on the Fund's investments will be incidental to its primary objective. The Fund
will invest primarily in common stock of industries and companies which are
experiencing favorable demand for their products and services, and which operate
in a favorable competitive environment and regulatory climate. The Sub-Adviser
for the Select Capital Appreciation Fund is Janus Capital Corporation.

SUB-ACCOUNT 102 - invests solely in shares of the High Income Portfolio of VIPF.
The 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 "Risks of
Lower-Rated Debt Securities" in the VIPF prospectus.

SUB-ACCOUNT 103 - invests solely in shares of the Equity-Income Portfolio of
VIPF. The Equity-Income Portfolio seeks reasonable income by investing
primarily in income-producing equity securities. In choosing these securities,
the Portfolio will also consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's 500 Composite Stock Price Index.
The Portfolio may invest in high yielding, lower-rated securities (commonly
referred to as "junk bonds") which are subject to greater risk than investments
in higher-rated securities. For a further discussion of lower-rated securities,
please see "Risks of Lower-Rated Debt Securities" in the VIPF prospectus.

SUB-ACCOUNT 104 - invests solely in shares of the Growth Portfolio of VIPF. The
Growth Portfolio seeks to achieve capital appreciation. The Portfolio normally
purchases common stocks, although its investments are not restricted to any one
type of security. Capital appreciation may also be found in

<PAGE>

other types of securities, including bonds and preferred stocks.

SUB-ACCOUNT 105 - invests solely in shares of the Overseas Portfolio of VIPF.
The Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities and provides a means for aggressive investors
to diversify their own portfolios by participating in companies and economies
outside of the United States.

SUB-ACCOUNT 106 - invests solely in shares of the Asset Manager Portfolio of
VIPF II. The Asset Manager Portfolio seeks high total return with reduced risk
over the long-term by allocating its assets among domestic and foreign stocks,
bonds and short-term fixed-income instruments.

SUB-ACCOUNT 150 - invests solely in shares of the International Stock Portfolio
of T. Rowe. The International Stock Portfolio seeks long-term growth of capital
through investments primarily in common stocks of established, non-U.S.
companies.

SUB-ACCOUNT 207 - invests solely in shares of the International Equity Series of
DGPF. The International Equity Series seeks long-term growth without undue
risk to principal by investing primarily in equity securities of foreign issuers
providing the potential for capital appreciation and income.

CERTAIN UNDERLYING FUNDS HAVE INVESTMENT OBJECTIVES AND/OR POLICIES SIMILAR TO
THOSE OF CERTAIN OTHER UNDERLYING FUNDS. THEREFORE, TO CHOOSE THE SUB-ACCOUNTS
WHICH WILL BEST MEET YOUR NEEDS AND OBJECTIVES, CAREFULLY READ THE PROSPECTUSES
OF THE TRUST, VIPF, VIPF II, T. ROWE AND DGPF ALONG WITH THIS PROSPECTUS.

IN SOME STATES, INSURANCE REGULATIONS MAY RESTRICT THE AVAILABILITY OF
PARTICULAR SUB-ACCOUNTS.

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

INVESTMENT ADVISORY SERVICES TO THE TRUST -The overall responsibility for the
supervision of the affairs of the Trust vests in the Trustees. The Trustees
have entered into a Management Agreement with Allmerica Investment Management
Company, Inc. ("Allmerica Investment"), an indirect wholly-owned subsidiary of
State Mutual, to handle the day-to-day affairs of the Trust. Allmerica
Investment, subject to review by the Trustees, is responsible for the general
management of the Funds. Allmerica Investment also performs certain
administrative and management services for the Trust, furnishes to the Trust all
necessary office space, facilities, and equipment, and pays the compensation, if
any, of officers and Trustees who are affiliated with Allmerica Investment.

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

Pursuant to the Management Agreement with the Trust, Allmerica Investment has
entered into agreements ("Sub-Adviser Agreements") with other investment
advisers ("Sub-Advisers") under which each Sub-Adviser manages the investments
of one or more of the Funds. Under the Sub-Adviser Agreement, the Sub-Adviser
is authorized to engage in portfolio transactions on behalf of the applicable
Fund, subject to such general or specific instructions as may be given by the
Trustees. The terms of a Sub-Adviser Agreement cannot be materially changed
without the approval of a majority in interest of the shareholders of the
affected Fund.

<PAGE>

The Sub-Advisers of each of the Funds are as follows:

Growth Fund Miller, Anderson & Sherrerd
Investment Grade Income Allmerica Asset Management, Inc.
Money Market Fund Allmerica Asset Management, Inc.
Equity Index Fund Allmerica Asset Management, Inc.
Government Bond Fund Allmerica Asset Management, Inc.
Select International Equity Fund Bank of Ireland Asset Management Limited
Select Aggressive Growth Fund Nicholas-Applegate Capital Management
Select Capital Appreciation Fund Janus Capital Corporation
Select Growth Fund Provident Investment Counsel
Select Growth and Income Fund John A. Levin & Co., Inc.
Small Cap Value Fund David L. Babson & Co. Inc.

Allmerica Asset Management, Inc. is an indirect wholly owned subsidiary of State
Mutual.

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

<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---- --------------- ----
<S> <C> <C>
Growth First $50 million 0.60%
$50 - 250 million 0.50%
Over $250 million 0.35%

Investment Grade First $50 million 0.50%
Income $50 - 250 million 0.35%
Over $250 million 0.25%

Money Market First $50 million 0.35%
$50 - 250 million 0.25%
Over $250 million 0.20%

Equity Index First $50 million 0.35%
$50 - 250 million 0.30%
Over $250 million 0.25%

Government Bond * 0.50%

Select International * 1.00%
Equity

Select Aggressive * 1.00%
Growth

Select Capital
Appreciation * 1.00%

Select Growth * 0.85%

Select Growth and
Income * 0.75%

Small Cap Value * 0.85%

<FN>
* For the Government Bond Fund, Select International Equity Fund, Select
Aggressive Growth Fund, Select Capital Appreciation Fund, Select Growth Fund,
Select Growth and Income Fund and Small Cap Value Fund, each rate applicable
to Allmerica Investment does not vary according to the level of assets in the
Fund.

</TABLE>

<PAGE>

Allmerica Investment's fee computed for each Fund will be paid from the assets
of such Fund. Allmerica Investment is solely responsible for the payment of all
fees for investment management services to the Sub-Advisers, who will receive
from Allmerica Investment a fee, computed daily at an annual rate based on the
average daily net asset value of each Fund as follows:

<TABLE>
<CAPTION>
Sub-Adviser Fund Net Asset Value Rate

----------- ---- --------------- ----
<S> <C> <C> <C>
Miller, Anderson Growth * *
& Sherrerd

Allmerica Asset Investment Grade Income ** 0.20%
Management, Inc.

Allmerica Asset Money Market ** 0.10%
Management, Inc.

Allmerica Asset Equity Index ** 0.10%
Management, Inc.

Allmerica Asset Government Bond ** 0.20%
Management, Inc.

Bank of Ireland Asset Select Int'l Equity First $50 million 0.45%
Management Limited Next $50 million 0.40%
Over $100 million 0.30%

Nicholas-Applegate Select Aggressive Growth ** 0.60%
Capital Management

Janus Capital Select Capital First $100 million 0.60%
Corporation Appreciation Over $100 million 0.55%

Provident Investment Select Growth First $50 million 0.50%
Counsel $50 - 100 million 0.45%
$150 - 250 million 0.35%
$250 - 350 million 0.30%
Over $350 million 0.25%

John A. Levin & Co., Select Growth and First $100 million 0.40%
Inc. Income Next $200 million 0.25%
Over $300 million 0.30%

David L. Babson & Co. Small Cap Value ** 0.50%

<FN>
* Allmerica Investment will pay a fee to Miller, Anderson & Sherrerd based on
the aggregate assets of the Growth Fund and certain other accounts of State
Mutual and its affiliates (collectively, the "Affiliated Accounts") which are
managed by Miller, Anderson & Sherrerd, under the following schedule:

Aggregate Average Net Assets Rate
---------------------------- ----

First $50 million 0.500%
$50 - 100 million 0.375%
$100 - 500 million 0.250%
$500 - 850 million 0.200%
Over $850 million 0.150%

** For the Investment Grade Income Fund, Money Market Fund, Equity Index Fund,
Government Bond Fund, Select Aggressive Growth Fund and Small Cap Value
Fund, each rate applicable to the Sub-Advisers does not vary according to
the level of assets in the Fund.

</TABLE>

<PAGE>

The Prospectus of the Trust contains additional information concerning the
Funds, including information concerning additional expenses paid by the Funds,
and should be read in conjunction with this Prospectus.

INVESTMENT ADVISORY SERVICES TO VIPF AND VIPF II - For managing investments and
business affairs, each Portfolio pays a monthly fee to Fidelity Management. The
Prospectuses of VIPF and VIPF II contain additional information concerning the
Portfolios, including information concerning additional expenses paid by the
Portfolios, and should be read in conjunction with this Prospectus.

VIPF AND VIPF II PORTFOLIOS

The High Income Portfolio pays a monthly fee to Fidelity Management at an annual
fee rate made up of the sum of two components:

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

2. An individual fund fee rate of 0.45% of the High Income Portfolio's average
net assets throughout the month. One-twelfth of the annual management fee
rate is applied to net assets averaged over the most recent month,
resulting in a dollar amount which is the management fee for that month.

The Equity-Income, Growth, Asset Manager and Overseas Portfolios' fee rates are
each made of two components:

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

2. An individual Portfolio fee rate of 0.20% for the Equity-Income Portfolio,
0.30% for the Growth Portfolio, 0.40% for the Asset Manager Portfolio and
0.45% for the Overseas Portfolio.

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

Thus, the High Income Portfolio may have a fee of as high as 0.82% of its
average net assets. The Equity-Income Portfolio may have a fee of as high as
0.72% of its average net assets. The Growth Portfolio may have a fee of as high
as 0.82% of its average net assets. The Asset Manager Portfolio may have a fee
of as high as 0.92% of its average net assets. The Overseas Portfolio may have
a fee of as high as 0.97% of its average net assets. The actual fee rate may be
less depending on the total assets in the funds advised by Fidelity Management.

INVESTMENT ADVISORY SERVICES TO T. ROWE - The Investment Adviser for the
International Stock Portfolio is Rowe Price-Fleming International, Inc.
("Price-Fleming"). Price-Fleming, founded in 1979 as a joint venture between T.
Rowe Price Associates, Inc. and Robert Fleming Holdings, Limited, is one of
America's largest international mutual fund asset managers with approximately $9
billion under management in its offices in Baltimore, London, Tokyo and Hong
Kong. To cover investment management and operating expenses, the International
Stock Portfolio pays Price-Fleming a single, all-inclusive fee of 1.05% of its
average daily net assets.

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS - The Company reserves the
right, subject to applicable law, to make additions to, deletions from, or
substitutions for the shares that are held in the Sub-Accounts or that the
Sub-Accounts may purchase. If the shares of any Underlying Fund are no longer
available for investment or if in the Company's judgment further investment in
any Underlying Fund should become inappropriate in view of the purposes of the
Group VEL Account or the affected Sub-Account, the Company may redeem the shares
of that Underlying Fund and substitute shares of another registered open-end
management company. The Company will not substitute any shares attributable to
a Certificate interest in a Sub-Account without notice to the Certificate Owner
and

<PAGE>

prior approval of the Commission and state insurance authorities, to the extent
required by the 1940 Act or other applicable law. The Group VEL Account may, to
the extent permitted by law, purchase other securities for other policies or
permit a conversion between policies upon request by a Certificate Owner.

The Company also reserves the right to establish additional Sub-Accounts of the
Group VEL Account, each of which would invest in shares corresponding to a new
Underlying Fund or in shares of another investment company having a specified
investment objective. Subject to applicable law and any required Commission
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 Certificate Owners on a basis to be determined by the Company.

Shares of the Funds of the Trust are also issued to separate accounts of the
Company and its affiliates which issue variable annuity contracts ("mixed
funding"). Shares of the Portfolios of VIPF and VIPF II, the Portfolio of T.
Rowe and the Series of DGPF are also issued to other unaffiliated insurance
companies ("shared funding"). It is conceivable that in the future such
mixed funding or shared funding may be disadvantageous for variable life
Certificate Owners or variable annuity Certificate Owners. Although the Company
and the Underlying Investment Companies do not currently foresee any such
disadvantages to either variable life insurance Certificate Owners or variable
annuity Certificate Owners, the Company and the respective Trustees intend to
monitor events in order to identify any material conflicts between such
Certificate 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.

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

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

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

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

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

<PAGE>

THE CERTIFICATE

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

If at the time of enrollment a prospective Certificate Owner makes a payment
equal to at least one Monthly Deduction for the Certificate as applied for,
pending underwriting approval, the Company will provide fixed conditional
insurance pursuant to a Conditional Insurance Agreement in the amount of
insurance applied for, up to a maximum of $500,000. This coverage will
generally continue for a maximum of 90 days from the date of the enrollment form
or the completion of a medical exam, should one be required. In no event will
any insurance proceeds be paid under the Conditional Insurance Agreement if
death is by suicide.

If the enrollment form is approved, the Certificate will be issued as of the
date the terms of the Conditional Insurance Agreement were met. If no
Conditional Insurance Agreement is in effect because the prospective Certificate
Owner does not wish to make any payment until the Certificate is issued or has
paid an initial premium that is not sufficient to place the Certificate in
force, upon delivery of the Certificate the Company will require payment of
sufficient premium to place the insurance in force.

Pending completion of insurance underwriting and Certificate issuance
procedures, the initial premium will be held in the Company's General Account.
If the enrollment form is approved and the Certificate is issued and accepted,
the initial premium held in the General Account will be credited with interest
not later than the date of receipt of the premium at the Company's Principal
Office. IF A CERTIFICATE IS NOT ISSUED, THE PREMIUMS WILL BE RETURNED TO YOU
WITHOUT INTEREST.

If your Certificate provides for a full refund of the initial payment under its
"Right to Examine Certificate" provision as required in your state, all
Certificate Value in the General Account that you initially designated to go to
the Sub-Accounts will be transferred to the Sub-Accounts you have chosen not
later than the expiration of the period during which you may exercise the "Right
to Examine Certificate" provision. If the "Payor Provision" is in effect, (see
"CERTIFICATE TERMINATION AND REINSTATEMENT - Payor Provisions") Payor premiums
which are not "excess premiums" will be transferred to the Monthly Deduction
Sub-Account not later than 3 days after underwriting approval of the
Certificate.

FREE LOOK PERIOD - The Certificate provides for an initial Free Look Period.
You may cancel the Certificate by mailing or delivering it to the Principal
Office or to an agent of the Company on or before the latest of (a) 45 days
after the enrollment form for the Certificate is signed, (b) 10 days (20 or 30
days if required in your state) after you receive the Certificate, or (c) 10
days after the Company mails or personally delivers a Notice of Withdrawal
Rights to you.

When you return the Certificate, the Company will mail within seven days a
refund. (The refund of any premium paid by check may be delayed until the check
has cleared your bank.) If your Certificate provides for a full refund of the
initial premium under its "Right to Examine Certificate" provision as required
in your state, your refund will be the greater of (a) your entire premium or (b)
the Certificate Value plus deductions under the Certificate or by the Underlying
Funds for taxes, charges or fees. If your Certificate does not provide for a
full refund of the initial premium, you will receive the Certificate Value in
the Group VEL Account, plus premiums paid, including fees and charges, minus the
amounts allocated to the Group VEL Account, plus the fees and charges imposed
on amounts in the Group VEL Account.

After an increase in Face Amount, a right to cancel the increase also applies.
The Company will mail or personally deliver a notice of a "Free Look" with
respect to the increase. You will have the right to cancel the increase before
the latest of (a) 45 days after the enrollment form for the increase is signed,
(b) 10 days after you receive the new specification pages issued for the
increase, or (c) 10 days (20 or 30 days if required in your state) after the
Company mails or delivers a notice of withdrawal rights to you. Upon cancelling
the increase, you will receive a credit to your Certificate Value of charges
which would not have been deducted but for the increase. The amount to be
credited will be refunded if you

<PAGE>

so request. The Company will also waive any surrender charge calculated for the
increase.

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

Where required by state law, and at your request, the Company will issue a
flexible premium adjustable life insurance Certificate to you. The new
Certificate will have the same face amount, issue ages, dates of issue, and risk
classifications as the original Certificate.

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

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

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

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

In no event may the total of all premiums paid exceed the current maximum
premium limitations set forth in the Certificate, which are required by federal
tax laws. These maximum premium limitations will change whenever there is any
change in the Face Amount, the addition or deletion of a rider, or a change in
the Death Benefit Option. If a premium is paid which would result in total
premiums exceeding the current maximum premium limitations, the Company will
only accept that portion of the premiums which shall make total premiums equal
the maximum. Any part of the premiums in excess of that amount will be returned
and no further premiums will be accepted until allowed by the current maximum
premium limitation prescribed by Internal Revenue Service rules. However,
notwithstanding the current maximum premium limitations, the Company will accept
a premium which is needed in order to prevent a lapse of the Certificate during
a Certificate year. See "CERTIFICATE TERMINATION AND REINSTATEMENT."

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

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

<PAGE>

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. The procedures the Company follows for transactions
initiated by telephone include requirements that callers on behalf of a
Certificate Owner identify themselves by name and identify the Certificate Owner
by name, date of birth and social security number. All transfer instructions by
telephone are tape recorded. An allocation change will be effective as of the
date of receipt of the notice at the Principal Office. No charge is currently
imposed for changing premium allocation instructions. The Company reserves the
right to impose such a charge in the future, but guarantees that the charge will
not exceed $25.

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

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

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

Transfers involving the General Account are currently permitted only if:

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

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

These rules are subject to change by the Company.

You may have automatic transfers of at least $100 each made on a periodic basis
(a) from Sub-Account 3 or Sub-Account 5 (which invests in the Money Market Fund
and Government Bond Fund of the Trust, respectively) to one or more of the other
Sub-Accounts or (b) to automatically reallocate Certificate value among the
Sub-Accounts. Automatic transfers may be made on a monthly, bimonthly,
quarterly, semiannual or annual schedule. Generally, all transfers will be
processed on the 15th of each scheduled month. However, if the 15th is not a
business day or is the Monthly Processing Date, the automatic transfer will be
processed on the next business day.

The transfer privilege is subject to the consent of the Company. The Company
reserves the right to impose limitations on transfers including, but not limited
to: (1) the minimum amount that may be transferred, (2) the minimum amount
that may remain in a Sub-Account following a transfer from that Sub-Account, (3)
the minimum period of time between transfers involving the General Account, and
(4) the maximum amount that may be transferred each time from the General
Account.

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

DEATH PROCEEDS - As long as the Certificate remains in force (see "CERTIFICATE
TERMINATION AND REINSTATEMENT"), the Company will, upon due proof of the
Insured's death, pay the Death Proceeds of the Certificate to the named
Beneficiary. The Company will normally pay the Death Proceeds within seven days
of receiving due proof of the Insured's death, but the Company may delay
payments under certain circumstances. See "OTHER CERTIFICATE PROVISIONS -
Postponement Of Payments." The Death Proceeds may be received by the
Beneficiary in cash or under one or more of the

<PAGE>

payment options the Company offers. See "APPENDIX B - PAYMENT OPTIONS."

Prior to the Final Premium Payment Date, the Death Proceeds are: (a) The Death
Benefit provided under Option 1 or Option 2, whichever is elected and in effect
on the date of death; plus (b) any additional insurance on the Insured's life
that is provided by rider; minus (c) any outstanding Debt, any partial
withdrawals and partial withdrawal charges, and any Monthly Deductions due and
unpaid through the Certificate month in which the Insured dies. After the Final
Premium Payment Date, the Death Proceeds equal the surrender Value of the
Certificate. The amount of Death Proceeds payable will be determined as of the
date of the Company's receipt of due proof of the Insured's death.

DEATH BENEFIT OPTIONS - The Certificate provides two Death Benefit Options:
Option 1 and Option 2, as described below. You designate the desired Death
Benefit Option in the enrollment form. You may change the option once per
Certificate year by written request. There is no charge for a change in option.

Under Option 1, the Death Benefit is equal to the greater of the Face Amount of
insurance or the Minimum Death Benefit.

Under Option 2, the Death Benefit is equal to the greater of the Face Amount of
insurance plus the Certificate Value or the Minimum Death Benefit.

Minimum Death Benefit - The Minimum Death Benefit is equal to a percentage of
the Certificate Value as set forth below. The Minimum Death Benefit is
determined in accordance with Internal Revenue Code regulations to ensure that
the Certificate qualifies as a life insurance contract and that the insurance
proceeds will be excluded from the gross income of the Beneficiary.

MINIMUM DEATH BENEFIT TABLE

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

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

Under both Option 1 and Option 2 the Death Benefit provides insurance
protection. Under Option 1, the Death Benefit remains level unless the
applicable percentage of Certificate Value under the Minimum Death Benefit
exceeds the Face Amount, in which case the Death Benefit will vary as the
Certificate Value varies. Under Option 2, the Death Benefit varies as the
Certificate Value changes.

For any Face Amount, the amount of the Death Benefit and thus the Death Proceeds
will be greater under Option 2 than under Option 1, since the Certificate Value
is added to the specified Face Amount and included in the Death Proceeds only
under Option 2. However, the cost of insurance included in the Monthly
Deduction will be greater, and thus the rate at which Certificate Value will
accumulate will be slower, under Option 2 than under Option 1, (assuming the
same specified Face Amount and the same actual premiums paid). See "CHARGES AND
DEDUCTIONS - Monthly Deduction From Certificate Value."

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

<PAGE>

ILLUSTRATION OF OPTION 1 - For purposes of this illustration, assume that the
Insured is under the Age of 40, and that there is no outstanding Debt.

Under Option 1, a Certificate with a $50,000 Face Amount will generally have a
Death Benefit equal to $50,000. However, because the Death Benefit must be
equal to or greater than 250% of Certificate Value, if at any time the
Certificate Value exceeds $20,000, the Death Benefit will exceed the $50,000
Face Amount. In this example, each additional dollar of Certificate Value above
$20,000 will increase the Death Benefit by $2.50. For example, a Certificate
with a Certificate Value of $35,000 will have a Minimum Death Benefit of $87,500
($35,000 x 2.50); Certificate Value of $40,000 will produce a Minimum Death
Benefit of $100,000 ($40,000 x 2.50); and Certificate Value of $50,000 will
produce a Minimum Death Benefit of $125,000 ($50,000 x 2.50).

Similarly, so long as Certificate Value exceeds $20,000, each dollar taken out
of Certificate Value will reduce the Death Benefit by $2.50. If, for example,
the Certificate Value is reduced from $25,000 to $20,000 because of partial
withdrawals, charges or negative investment performance, the Death Benefit will
be reduced from $62,500 to $50,000. If at any time, however, the Certificate
Value multiplied by the applicable percentage is less than the Face Amount, the
Death Benefit will equal the Face Amount of the Certificate.

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

ILLUSTRATION OF OPTION 2 - For purposes of this illustration, assume that the
Insured is under the Age of 40 and that there is no outstanding Debt.

Under Option 2, a Certificate with a Face Amount of $50,000 will generally
produce a Death Benefit of $50,000 plus Certificate Value. For example, a
Certificate with Certificate Value of $5,000 will produce a Death Benefit of
$55,000 ($50,000 + $5,000); Certificate Value of $10,000 will produce a Death
Benefit of $60,000 ($50,000 + $10,000); Certificate Value of $25,000 will
produce a Death Benefit of $75,000 ($50,000 + $25,000). However, the Death
Benefit must be at least 250% of the Certificate Value. Therefore, if the
Certificate Value is greater than $33,333, 250% of that amount will be the Death
Benefit, which will be greater than the Face Amount plus Certificate Value. In
this example, each additional dollar of Certificate Value above $33,333 will
increase the Death Benefit by $2.50. For example, if the Certificate Value is
$35,000, the Minimum Death Benefit will be $87,500 ($35,000 x 2.50); Certificate
Value of $40,000 will produce a Minimum Death Benefit of $100,000 ($40,000 x
2.50); and Certificate Value of $50,000 will produce a Minimum Death Benefit of
$125,000 ($50,000 x 2.50).

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

The applicable percentage becomes lower as the Insured's Age increases. If the
Insured's Age in the above example were 50, the Death Benefit must be at least
1.85 times the Certificate Value. The amount of the Death Benefit would be the
sum of the Certificate Value plus $50,000 unless the Certificate Value exceeded
$58,824 (rather than $33,333). Each dollar added to or subtracted from the
Certificate would change the Death Benefit by $1.85.

The Death Benefit under Option 2 will always be the greater of the Face Amount
plus Certificate Value or the Certificate Value multiplied by the applicable
percentage.

CHANGE IN DEATH BENEFIT OPTION - Generally, the Death Benefit Option in effect
may be changed once each Certificate year by sending a written request for
change to the Principal Office. Changing Death Benefit Options will not require
Evidence of Insurability. The effective date of any such change will be the
Monthly Processing Date on or following the date of receipt of the request. No
charges will be imposed on changes in Death Benefit Options.

If the Death Benefit Option is changed from Option 2 to Option 1, the Face
Amount will be increased to equal the Death Benefit which would have been
payable under Option 2 on the effective date of the

<PAGE>

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

If the Death Benefit Option is changed from Option 1 to Option 2, the Face
Amount will be decreased to equal the Death Benefit less the Certificate Value
on the effective date of the change. This change may not be made if it would
result in a Face Amount less than $40,000. A change from Option 1 to Option 2
will not alter the amount of the Death Benefit at the time of the change, but
will affect the determination of the Death Benefit from that point on. Because
the Certificate Value will be added to the new specified Face Amount, the Death
Benefit will vary with the Certificate Value. Thus, under Option 2, the
Insurance Amount at Risk will always equal the Face Amount unless the Minimum
Death Benefit is in effect. The cost of insurance may also be higher or lower
than it otherwise would have been without the change in Death Benefit Option.
See "CHARGES AND DEDUCTIONS - Monthly Deduction From Certificate Value."

A change in Death Benefit Option may result in total premiums paid exceeding the
then current maximum premium limitation determined by Internal Revenue Service
Rules. In such event, the Company will pay the excess to the Certificate Owner.
See "THE CERTIFICATE - Premium Payments."

CHANGE IN FACE AMOUNT - Subject to certain limitations, you may increase or
decrease the specified Face Amount of a Certificate at any time by submitting a
written request to the Company. Any increase or decrease in the specified Face
Amount requested by you will become effective on the Monthly Processing Date on
or next following the date of receipt of the request at the Principal Office,
or, if Evidence of Insurability is required, the date of approval of the
request.

INCREASES - Along with the written request for an increase, you must submit
satisfactory Evidence of Insurability. The consent of the Insured is also
required whenever the Face Amount is increased. A request for an increase in
Face Amount may not be less than an amount determined by the Company. This
amount varies by group but in no event will this amount exceed $10,000. You may
not increase the Face Amount after the Insured reaches Age 80. An increase must
be accompanied by an additional premium if the Certificate Value is less than
$50 plus an amount equal to the sum of two Monthly Deductions. On the effective
date of each increase in Face Amount, a transaction charge of $2.50 per $1,000
of increase up to $50, will be deducted from Certificate Value for
administrative costs. The effective date of the increase will be the first
Monthly Processing Date on or following the date all of the conditions for the
increase are met.

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

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

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

<PAGE>

A decrease in the Face Amount will affect the total Insurance Amount at Risk and
the portion of the Insurance Amount at Risk covered by various Underwriting
Classes, both of which may affect a Certificate Owner's monthly cost of
insurance charges. See "CHARGES AND DEDUCTIONS - Monthly Deduction From
Certificate Value."

For purposes of determining the cost of insurance charge, any decrease in the
Face Amount will reduce the Face Amount in the following order: (a) the Face
Amount provided by the most recent increase; (b) the next most recent increases
successively; and (c) the initial Face Amount. This order will also be used to
determine whether a surrender charge will be deducted and in what amount. If
the Face Amount is decreased while the "Payor Provisions" apply (see
"CERTIFICATE TERMINATION AND REINSTATEMENT - Termination"), the above order may
be modified to determine the cost of insurance charge. In such case, you may
reduce or eliminate any Face Amount for which you are paying the insurance
charges on a last-in, first-out basis before you reduce or eliminate amounts of
insurance which are paid by the Payor.

If you request a decrease in the Face Amount, the amount of any surrender charge
deducted will reduce the current Certificate Value. On the effective date of
each decrease in Face Amount, a transaction charge of $2.50 per $1,000 of
decrease up to $50, will be deducted from Certificate Value for administrative
costs. You may specify one Sub-Account from which the transaction charge and,
if applicable, any surrender charge will be deducted. If no specification is
provided, the Company will make a Pro- Rata Allocation. The current surrender
charge will be reduced by the amount of any surrender charge deducted. See
"CHARGES AND DEDUCTIONS - Surrender Charge."

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

(b) is the value of that Sub-Account's assets at the beginning of the
Valuation Period.

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

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

PAYMENT OPTIONS - During the Insured's lifetime, you may arrange for the Death
Proceeds to be paid in a single sum or under one or more of the payment options
then offered by the Company. These payment options are also available at the
Final Premium Payment Date and if the Certificate is surrendered. If no
election is made, the Company will pay the Death Proceeds in a single sum. See
"APPENDIX B - PAYMENT OPTIONS."

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

SURRENDER - You may at any time surrender the Certificate and receive its
Surrender Value. The Surrender Value is the Certificate Value, less Debt and
applicable surrender charges. The Surrender Value will be calculated as of the
Valuation Date on which a written request for surrender and the Certificate are
received at the Principal Office. A surrender charge will be deducted when a
Certificate is surrendered if less than 15 full Certificate years have elapsed
from the Date of Issue of the Certificate or from the effective date of any
increase in Face Amount. See "CHARGES AND DEDUCTIONS - Surrender Charge."

The proceeds on surrender may be paid in a single lump sum or under one of the
payment options the Company offers. See "APPENDIX B - PAYMENT OPTIONS." The
Company will normally pay the Surrender Value within seven days following the
Company's receipt of the surrender request, but the Company may delay payment
under the circumstances described in "OTHER Certificate PROVISIONS -
Postponement Of Payments."

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

PAID-UP INSURANCE - On written request, you may elect life insurance coverage,
usually for a reduced amount, for the life of the Insured with no further
premiums due. The Paid-Up Insurance will be the amount that the Surrender Value
can purchase for a net single premium at the Insured's age and underwriting
class on the date this option is elected. If the surrender value exceeds the
net single premium, we will pay the excess to you. The net single premium is
based on the Commissioners 1980 Standard Ordinary Mortality Tables, Smoker or
Non-Smoker (Table B for unisex policies) with increases in the tables for
non-standard risks. Interest will not be less than 4.5%.

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

. As described above, the paid-up insurance benefit will be computed
differently from the net death

<PAGE>

benefit and the death benefit options will not apply

. We will not allow transfers of Certificate Value from the fixed account
back to the Group VEL Account

. You may not make further payments

. You may not increase or decrease the Face Amount or make partial
withdrawals

. Riders will continue only with our consent

You may, after electing Paid-Up Insurance, surrender the Certificate for its net
cash value. The guaranteed cash value is the net single premium for the Paid-Up
Insurance at the Insured's attained age. The net cash value is the cash value
less any outstanding loan. We will transfer the Certificate Value in the Group
VEL Account to the fixed account on the date we receive written request to elect
the option.

On election of Paid-Up Insurance, the Certificate often will become a modified
endowment contract. If a Certificate becomes a modified endowment contract,
Certificate loans, partial withdrawals or surrender will receive unfavorable
federal tax treatment. See "FEDERAL TAX CONSIDERATIONS - Modified Endowment
Contracts."

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

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

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

<PAGE>

CHARGES AND DEDUCTIONS

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

Certain of the charges and deductions described below may be reduced for
Certificates issued in connection with a specific group in accordance with the
Company's rules in effect as of the date an enrollment form for a Certificate is
approved. To qualify for such a reduction, a group must satisfy certain
criteria as to, for example, size of the group, expected number of participants
and anticipated premium payments from the group. Generally, the sales contacts
and effort, administrative costs and mortality cost per Certificate vary based
on such factors as the size of the group, the purposes for which Certificates
are purchased and certain characteristics of the group's members. The amount of
reduction and the criteria for qualification will reflect in the reduced sales
effort and administrative costs resulting from, and the different mortality
experience expected as a result of, sales to qualifying groups. The Company may
modify from time to time on a uniform basis both the amounts of reductions and
the criteria for qualification. Reductions in these charges will not be
unfairly discriminatory against any person, including the affected Certificate
Owners and all other Certificate Owners funded by the Group VEL Account.

PREMIUM EXPENSE CHARGE - A charge may be deducted from each premium payment for
state and local premium taxes paid by the Company. State premium taxes
generally range from 0.75% to 5%, while local premium taxes (if any) vary by
jurisdiction within a state. The Company guarantees that the charge for premium
taxes will not exceed 10%. The premium tax charge may change when either the
applicable jurisdiction changes or the tax rate within the applicable
jurisdiction changes. The Company should be notified of any change in address
of the Insured as soon as possible.

Additional charges are made to compensate the Company for federal taxes imposed
for deferred acquisition costs ("DAC taxes") and for sales expenses related to
the Certificates. The DAC tax deduction may range from zero to 1% of premiums,
depending on the group to which the Certificate is issued. The DAC tax
deduction is a factor that the Company must use when calculating the maximum
sales load it can charge under SEC rules. The charge for sales expenses may
range from zero to 5%. The sales charge may vary depending on the group to
which the Certificates are issued, including average number of participants,
average Face Amount of the Certificates, anticipated average annual premiums and
the actual sales expense incurred by the Company.

MONTHLY DEDUCTION FROM CERTIFICATE VALUE - On the Date of Issue and each Monthly
Processing Date thereafter prior to the Final Premium Payment Date, certain
charges ("Monthly Deduction") will be deducted from the Certificate Value. The
Monthly Deduction includes a charge for cost of insurance, a charge for the cost
of any additional benefits provided by rider and a charge for Certificate
administrative expenses that may be up to $10, depending on the group to which
the Certificate is issued. The Monthly Deduction may also include a charge for
Group VEL administrative expenses and a charge for mortality and expense risks.
The Group VEL administrative charge may continue for up to 10 Certificate years
and may be up to 0.25% of Certificate Value in each Sub-Account, depending on
the group to which the Certificate was issued. The mortality and expense risk
charge may be up to 0.90% of Certificate Value in each Sub-Account. The Monthly
Deduction on or following the effective date of a requested change in the Face
Amount will also include a charge of $2.50 per $1,000 of increase or decrease,
to a maximum of $50, for administrative costs associated with the change. See
"THE CERTIFICATE - Change In Face Amount."

<PAGE>

COST OF INSURANCE - This charge is designed to compensate the Company for the
anticipated cost of providing Death Proceeds to Beneficiaries of those Insureds
who die prior to the Final Premium Payment Date. The cost of insurance is
determined on a monthly basis, and is determined separately for the initial Face
Amount and for each subsequent increase in Face Amount. Because the cost of
insurance depends upon a number of variables, it can vary from month to month
and from group to group.

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

In other words, since the Death Benefit under Option 1 remains constant while
the Death Benefit under Option 2 varies with the Certificate Value, any
Certificate Value increases will reduce the insurance charge under Option 1 but
not under Option 2.

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

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

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

COST OF INSURANCE RATES - This Certificate is sold to eligible individuals who
are members of a non-qualified benefit plan having a minimum, depending on the
group, of ten or more members. A portion of the initial face amount may be
issued on a guaranteed or simplified underwriting basis. The amount of this
portion will be determined for each group, and may vary within the group based
on Age.

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

Cost of insurance rates are based on a blended unisex rate table, Age and
Underwriting Class of the Insured at the Date of Issue, the effective date of an
increase or date of rider, as applicable, the amount of premiums paid less any
debt and any partial withdrawals and withdrawal charges. For those Certificates
issued on a unisex basis, sex-distinct rates do not apply. The cost of
insurance rates are determined at the beginning of each Certificate year for the
initial Face Amount. The cost of insurance rates for an increase in Face Amount
or rider are determined annually on the anniversary of the effective date of
each increase or rider. The cost of insurance rates generally increase as the
Insured's Age increases. The actual monthly cost of insurance rates will be
based on the Company's expectations as to future mortality experience. They
will not, however, be greater than the guaranteed cost of insurance rates set
forth in the Certificate. These guaranteed rates are based on the 1980
Commissioners Standard Ordinary Mortality Tables (Mortality Table B, Smoker or
Non-smoker, for unisex Certificates) and the

<PAGE>

Insured's Age. The Tables used for this purpose may set forth different
mortality estimates for smokers and non-smokers. Any change in the cost of
insurance rates will apply to all persons of the same insuring Age and
Underwriting Class whose Certificates have been in force for the same length of
time.

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

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

MONTHLY CERTIFICATE ADMINISTRATIVE CHARGE - Prior to the Final Premium Payment
Date a monthly Certificate administrative charge of up to $10 per month,
depending on the group to which the Certificate was issued, will be deducted
from the Certificate Value. This charge will be used to compensate the Company
for expenses incurred in the administration of the Certificate and will
compensate the Company for first year underwriting and other start-up expenses
incurred in connection with the Certificate. These expenses include the cost of
processing enrollment forms, conducting medical examinations, determining
insurability and the Insured's Underwriting Class, and establishing Certificate
records. The Company does not expect to derive a profit from these charges.

MONTHLY GROUP VEL ACCOUNT ADMINISTRATIVE CHARGE - The Company can make an
administrative charge on an annual basis of up to 0.25% of the Certificate Value
in each Sub-Account. The duration of this charge can be for up to 10 years.
This charge is designed to reimburse the Company for the costs of administering
the Group VEL Account and Sub-Accounts. The charge is not expected to be a
source of profit. The administrative expenses assumed by the Company in
connection with the Group VEL Account and Sub-Accounts 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, expenses of preparing and typesetting prospectuses and
the cost of printing prospectuses not allocable to sales expense, filing and
other fees.

MONTHLY MORTALITY AND EXPENSE RISK CHARGE - The Company can make a mortality and
expense risk charge on an annual basis of up to 0.90% of the Certificate Value
in each Sub-Account. This charge is for the mortality risk and expense risk
which the Company assumes in relation to the variable portion of the
Certificates. The total charges may be different between groups and increased
or decreased within a group, subject to compliance with applicable state and
federal requirements, but may not exceed 0.90% on an annual basis.

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

<PAGE>

CHARGES REFLECTED IN THE ASSETS OF THE GROUP VEL ACCOUNT - Because the
Sub-Accounts purchase shares of the Underlying Investment Companies, the value
of the Units of the Sub-Accounts will reflect the investment advisory fee and
other expenses incurred by the Underlying Investment Companies. The
prospectuses and statements of additional information of the Trust, VIPF, VIPF
II, T. Rowe and DGPF contain additional information concerning such fees and
expenses.

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

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

A surrender charge may be deducted if you request a full surrender of the
Certificate or a decrease in Face Amount. The duration of the surrender charge
may be up to 15 years from the Date of Issue or from the effective date of any
increase in the Face Amount. The maximum surrender charge calculated upon
issuance of the Certificate is equal to the sum of (a) plus (b) where (a) is a
deferred administrative charge equal to $8.50 per thousand dollars of the
initial Face Amount and (b) is a deferred sales charge of 50% (less any premium
expense charge not associated with state and local premium taxes) of premiums
received up to the Guideline Annual Premium. In accordance with limitations
under state insurance regulations, the amount of the maximum surrender charge
will not exceed a specified amount per thousand dollars of initial Face Amount,
as indicated in "APPENDIX C - CALCULATION OF MAXIMUM SURRENDER CHARGES." The
maximum surrender charge remains level for 24 Certificate months, reduces
uniformly each month for the balance of the surrender charge period, and is zero
thereafter. This reduction in the maximum surrender charge will reduce the
deferred sales charge and the deferred administrative charge proportionately.

If you surrender the Certificate during the first two years following the Date
of Issue before making premium payments associated with the initial Face Amount
which are at least equal to one Guideline Annual Premium, the deferred
administrative charge will be $8.50 per thousand dollars of initial Face Amount,
as described above, but the deferred sales charge will not exceed 30% (less any
premium expense charge not associated with state and local premium taxes) of
premiums received, up to one Guideline Annual Premium, plus 9% of premiums
received in excess of one Guideline Annual Premium. See "APPENDIX C -
CALCULATION OF MAXIMUM SURRENDER CHARGES."

A separate surrender charge will apply to and is calculated for each increase in
Face Amount. The surrender charge for the increase is in addition to that for
the initial Face Amount. The maximum surrender charge for the increase is equal
to the sum of (a) plus (b), where (a) is equal to $8.50 per thousand dollars of
increase, and (b) is a deferred sales charge of 50% (less any premium expense
charge not associated with state and local premium taxes) of premiums associated
with the increase, up to the Guideline Annual Premium for the increase. In
accordance with limitations under state insurance regulations, the amount of the
surrender charge will not exceed a specified amount per thousand dollars of
increase, as indicated in "APPENDIX C - CALCULATION OF MAXIMUM SURRENDER
CHARGES." As is true for the initial Face Amount, (a) is a deferred
administrative charge and (b) is a deferred sales charge. The maximum surrender
charge for the increase remains level for 24 Certificate months, reduces
uniformly each month for the balance of the surrender charge period, and is zero
thereafter. During the first two Certificate years following an increase in
Face Amount before making premium payments associated with the increase in Face
Amount which are at least equal to one Guideline Annual Premium, the deferred
administrative charge will be $8.50 per thousand dollars of increase in Face
Amount, as described above, but the deferred sales charge imposed will be less
than the maximum described above. Upon such a surrender, the deferred sales
charge will not exceed 30% (less any premium expense charge not associated with
state and local premium taxes) of premiums associated with the increase, up to
one Guideline Annual Premium (for the increase), plus 9% of premiums associated
with the increase in excess of one Guideline Annual Premium. See "APPENDIX C -
CALCULATION OF MAXIMUM SURRENDER CHARGES." The premiums associated with the
increase are determined as described below.

Additional premium payments may not be required to fund a requested increase in
Face Amount.

<PAGE>

Therefore, a special rule, which is based on relative Guideline Annual Premium
payments, applies to allocate a portion of existing Certificate Value to the
increase and to allocate subsequent premium payments between the initial
Certificate and the increase. For example, suppose the Guideline Annual Premium
is equal to $1,500 before an increase and is equal to $2,000 as a result of the
increase. The Certificate Value on the effective date of the increase would be
allocated 75% ($1,500/$2,000) to the initial Face Amount and 25% to the
increase. All future premiums would also be allocated 75% to the initial Face
Amount and 25% to the increase. Thus, existing Certificate Value associated
with the increase will equal the portion of Certificate Value allocated to the
increase on the effective date of the increase, before any deductions are made.
Premiums associated with the increase will equal the portion of the premium
payments actually made on or after the effective date of the increase which are
allocated to the increase.

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

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

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

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

A partial withdrawal charge may also be deducted from Certificate Value. For
each partial withdrawal you may withdraw an amount equal to 10% of the
Certificate Value on the date the written withdrawal request is received by the
Company less the total of any prior withdrawals in that Certificate year which
were not subject to the Partial Withdrawal charge, without incurring a partial
withdrawal charge. Any partial withdrawal in excess of this amount ("excess
withdrawal") will be subject to the partial withdrawal charge. The partial
withdrawal charge is equal to 5% of the excess withdrawal up to the amount of
the surrender charge(s) on the date of withdrawal. There will be no partial
withdrawal charge if there is no surrender charge on the date of withdrawal
(i.e., 15 years have passed from the Date of Issue and from the effective date
of any increase in the Face Amount).

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

The Certificate's outstanding surrender charge will be reduced by the amount of
the partial withdrawal charge deducted, by proportionately reducing the deferred
sales charge component and the deferred administrative charge component. The
partial withdrawal charge deducted will decrease existing surrender charges in
the following order:

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

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

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

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

<PAGE>

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

You may have automatic transfers of at least $100 made on a periodic basis,
every 1, 2 or 3 months (a) from Sub-Account 3 or Sub-Account 5 (which invest in
the Money Market Fund and Government Bond Fund of the Trust, respectively) to
one or more of the other Sub-Accounts or (b) to reallocate Certificate Value
among the Sub-Accounts. The first automatic transfer counts as one transfer
towards the six free transfers allowed in each Certificate year. Each subsequent
automatic transfer is without charge and does not reduce the remaining number of
transfers which may be made without charge.

If you utilize the Conversion Privilege, Loan Privilege, or reallocate
Certificate Value within 20 days of the Date of Issue of the Certificate, any
resulting transfer of Certificate Value from the Sub-Accounts to the General
Account will be free of charge, and in addition to the six free transfers in a
Certificate year. See "THE CERTIFICATE - Conversion Privileges" and
"CERTIFICATE LOANS."

CHARGE FOR CHANGE IN FACE AMOUNT - For each increase or decrease in Face Amount
you request, a transaction charge of $2.50 per $1,000 of increase or decrease,
to a maximum of $50, will be deducted from Certificate Value to reimburse the
Company for administrative costs associated with the change. This charge is
guaranteed not to increase and the Company does not expect to make a profit on
this charge.

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

CERTIFICATE LOANS

Loans may be obtained by request to the Company on the sole security of this
Certificate. The total amount which may be borrowed is the Loan Value. In the
first Certificate year, the Loan Value is 75% of Certificate Value reduced by
applicable surrender charges as well as Monthly Deductions and interest on Debt
to the end of the Certificate year. The Loan Value in the second Certificate
year and thereafter is 90% of an amount equal to Certificate Value reduced by
applicable surrender charges. There is no minimum limit on the amount of the
loan. The loan amount will normally be paid within seven days after the Company
receives the loan request at its Principal Office, but the Company may delay
payments under certain circumstances. See "OTHER CERTIFICATE PROVISIONS -
Postponement Of Payments."

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

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

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

<PAGE>

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

If Debt exceeds the Certificate Value less the surrender charge, the Certificate
will terminate. A notice of such pending termination will be mailed to the last
known address of you and any assignee. If you do not make sufficient payment
within 62 days after this notice is mailed, the Certificate will terminate with
no value. See "CERTIFICATE TERMINATION AND REINSTATEMENT."

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

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

CERTIFICATE TERMINATION AND REINSTATEMENT

TERMINATION - The failure to make premium payments will not cause the
Certificate to lapse unless: (a) the Surrender Value is insufficient to cover
the next Monthly Deduction plus loan interest accrued; or (b) if Debt exceeds
the Certificate Value. If one of these situations occurs, the Certificate will
be in default. You will then have a grace period of 62 days, measured from the
date of default, to make sufficient payments to prevent termination. On the date
of default, the Company will send a notice to you and to any assignee of record.
The notice will state the amount of premium due and the date on which it is due.

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

PAYOR PROVISIONS - Subject to approval in the state in which your Certificate
was issued, if you name a "Payor" in your enrollment form supplement, then the
following "Payor Provisions" will apply:

The Payor may designate what portion, if any, of each payment of a premium is
"excess premium" to be allocated to the General Account and Sub-Accounts
according to your allocation instructions then in effect. Except for excess
premium, the Payor's premium will automatically be allocated to the Monthly
Deduction Sub-Account, from which the Monthly Deductions will be made. Payor
premiums which are initially held in the General Account (which are not "excess
premiums") will be transferred to the Monthly Deduction Sub-Account not later
than 3 days after underwriting approval of the Certificate. No Certificate
loans, partial withdrawals or transfers may be made from the amount in the
Monthly Deduction Sub-Account attributable to premiums allocated thereto by
Payor.

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

If the amount in Monthly Deduction Sub-Account attributable to premiums
allocated thereto by Payor is insufficient to cover the Monthly Deductions due
at the end of the grace period, the balance of such Monthly Deductions will be
withdrawn on a Pro-Rata Allocation from the Certificate Value, if any, in the
General Account and the Sub-Accounts.

<PAGE>

A lapse occurs if the Certificate Value is insufficient, at the grace period, to
pay the Monthly Deductions which are due. The Certificate terminates on the
date of lapse. Any death benefit payable during the grace period will be
reduced by any overdue charges.

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

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

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

CERTIFICATE VALUE ON REINSTATEMENT - The Certificate Value on the date of
reinstatement is:

. the Net Premium paid to reinstate the Certificate increased by interest
from the date the payment was received at the Company's Principal Office;
plus

. an amount equal to the Certificate Value less Debt on the date of default;
minus

. the Monthly Deduction due on the date of reinstatement. You may reinstate
any Debt outstanding on the date of default or foreclosure.

OTHER CERTIFICATE PROVISIONS

CERTIFICATE OWNER - The Certificate Owner is the Insured unless another
Certificate Owner has been named in the enrollment form for the Certificate.
The Certificate Owner is generally entitled to exercise all rights under a
Certificate while the Insured is alive, subject to the consent of any
irrevocable Beneficiary (the consent of a revocable Beneficiary is not
required). The consent of the Insured is required whenever the Face Amount of
insurance is increased.

BENEFICIARY - The Beneficiary is the person or persons to whom the insurance
proceeds are payable upon the Insured's death. Unless otherwise stated in the
Certificate, the Beneficiary has no rights in the Certificate before the death
of the Insured. While the Insured is alive, you may change any Beneficiary
unless you have declared a Beneficiary to be irrevocable. If no Beneficiary is
alive when the Insured dies, the owner (or the owner's estate) will be the
Beneficiary. If more than one Beneficiary is alive when the Insured dies, they
will be paid in equal shares, unless you have chosen otherwise. Where there is
more than one Beneficiary, the interest of a Beneficiary who dies before the
Insured will pass to surviving Beneficiaries proportionally.

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

The following Certificate provisions may vary by state.

INCONTESTABILITY - The Company will not contest the validity of a Certificate
after it has been in force during the Insured's lifetime for two years from the
Date of Issue. The Company will not contest

<PAGE>

the validity of any rider or any increase in the Face Amount after such rider or
increase has been in force during the Insured's lifetime for two years from its
effective date.

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

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

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

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

<PAGE>

DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>

Name and Position Principal Occupation(s) During Past Five Years

- ------------------------------------------ ---------------------------------------------
<S> <C>
Barry Z. Aframe Vice President and Counsel, State Mutual
Vice President and Counsel

Abigail M. Armstrong Counsel, State Mutual
Secretary and Counsel

Richard J. Baker Vice President and Secretary, State Mutual
Director and Vice President

Whitworth F. Bird, Jr., M.D. Vice President and Medical Director, State Mutual
Vice President and Medical Director since 1990; Vice President and Medical Director,
Phoenix Mutual Life Insurance Company, 1988 to
1990

Alan R. Boyer Vice President, State Mutual, since 1991; Second
Vice President Vice President 1989 to 1991

Mark R. Colborn Vice President and Controller, State Mutual
Vice President and Controller

Lisa M. Coleman Vice President, State Mutual, since 1994;
Vice President Deputy Manager, Brown Brothers Harriman and
Company, 1989 to 1994

Dix F. Davis Vice President, State Mutual
Vice President

Bruce A. Emond Vice President, State Mutual, since 1994; Second
Vice President Vice President, State Mutual 1984 to 1993

Edward W. Ford Vice President, State Mutual, since 1993; Senior
Vice President Vice President, Plymouth Rock Assurance
Corporation, 1990 to 1993

Bruce H. Freedman Vice President, State Mutual, since 1992; Principal,
Vice President Aldrich, Eastman and Waltch, L.P., 1985 to 1991

<PAGE>

Name and Position Principal Occupation(s) During Past Five Years

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

Bradford K. Gallagher Director and President SMA Life, since 1990;
Director, President and CEO Vice President, State Mutual, since 1990;
Managing Director, FMR Corp., 1986 to 1990;
Director, Fidelity investments Brokerage Services,
Ltd., 1986 to 1990; Director, Fidelity Brokerage
Services, Inc., 1986 to 1990; President, Plymouth
Investments, 1986 to 1990; Exec. Committee
Member, Fidelity Investments Southwest Co., 1986
to 1990; President, Fidelity Investments
Institutional Services Co., 1985 to 1990

Brian L. Hirst Vice President and Actuary, State Mutual
Vice President and Actuary

Kruno Huitzingh Vice President & Chief Information Officer, State
Vice President and Mutual, since 1993; Executive Vice President,
Chief Information Officer Chicago Board Options Exchange, 1985 to 1993

John P. Kavanaugh Vice President, State Mutual
Vice President

John F. Kelly Senior Vice President, General Counsel and
Director Assistant Secretary, State Mutual

Richard H. Kremer Vice President, State Mutual, since 1994; Senior
Vice President Vice President, Union Central Life Insurance
Company 1991 to 1994; Senior Vice President,
Cigna Individual Financial Service Company 1988
to 1994

Jeffrey P. Lagarce Vice President, State Mutual, since 1994; National
Vice President Sales Director, Metropolitan Life Insurance
Company 1976 to 1994

Joseph W. MacDougall, Jr. Vice President, Associate General Counsel and
Vice President, Associate General Assistant Secretary, State Mutual
Counsel and Assistant Secretary

William H. Mawdsley Vice President and Actuary, State Mutual
Vice President and Actuary

James R. McAuliffe President and CEO, Citizens Insurance Company
Director of America since 1995; Vice President and Chief
Investment Officer, State Mutual 1986 to 1994

Roderick A. McGarry, II Vice President, State Mutual
Vice President

<PAGE>

Name and Position Principal Occupation(s) During Past Five Years

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

Ruben P. Moreno Vice President, State Mutual
Vice President

John W. Nunley Vice President, State Mutual
Vice President

John F. O'Brien Director, President and Chief Executive Officer
Director and Chairman of the Board of State Mutual, since 1989; Director and
Chairman of the Board, SMA Life since 1989

Edward J. Parry, III Vice President and Treasurer, State Mutual
Vice President and Treasurer since 1993; Asst. Vice President to 1992 to 1993;
Manager, Price Waterhouse, 1987 to 1992

Richard M. Reilly Vice President, State Mutual, since 1990;
Director and Vice President Director and President, Allmerica Investments,
Inc., since 1990; Director and President Allmerica
Investment Management Company, Inc., since
1990; Director, President and CEO, Allmerica
Investment Services, Inc., since 1992; Director and
Executive Vice President, 1990 to 1992; Senior
Vice President, Oppenheimer Capital, 1987 to 1990

Henry P. St. Cyr Vice President and Asst. Treasurer, State
Vice President and Asst. Treasurer Mutual, since 1993; Vice President and
Treasurer, 1988 to 1993

Eric Simonsen Vice President and Chief Financial Officer,
Director, Vice President and Chief State Mutual, since 1990; Partner, The Lincoln
Financial Officer Group, 1987 to 1990

Ann K. Tripp Vice President, State Mutual, since 1994;
Vice President Assistance Vice President, 1991 to 1994; Senior
Investment Officer and Asst. Treasurer, 1989
to 1991

Jerome F. Weihs Vice President, State Mutual, since 1991;
Vice President Second Vice President, 1988 to 1991

Diane E. Wood Vice President, State Mutual, since 1991;
Vice President Second Vice President, 1989 to 1991

</TABLE>
DISTRIBUTION

Allmerica Investments, Inc., an indirect subsidiary of State Mutual, acts as the
principal underwriter of the Certificates pursuant to a Sales and Administrative
Services Agreement with the Company and the Group VEL Account. Allmerica
Investments, Inc. is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities Dealers.
The Certificates are sold by agents of the Company who are registered
representatives of Allmerica Investments, Inc. or of independent broker-dealers.

The Company pays to registered representatives who sell the Certificate
commissions based on a commission schedule. After issue of the Certificate or
an increase in Face Amount, commissions may be up to 25% of the first year
premiums up to a basic premium amount established by the Company. Thereafter,
commissions may be up to 10% of any additional premiums. Alternative commission
schedules are available with lower initial commission amounts based on premium
payments, plus ongoing annual compensation of up to 0.50% of Certificate Value.
Certain registered representatives, including registered representatives
enrolled in the Company's training program for new agents, may

<PAGE>

receive additional first year and renewal commissions and training
reimbursements. General Agents of the Company and certain registered
representatives may also be eligible to receive expense reimbursements based on
the amount of earned commissions. General Agents may also receive overriding
commissions, which will not exceed 2.5% of first year or 4% of renewal premiums.

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

REPORTS

The Company will maintain the records relating to the Group VEL Account. You
will be promptly sent statements of significant transactions such as premium
payments (other than payments made pursuant to the MAP procedure), changes in
specified Face Amount, changes in Death Benefit Option, transfers among
Sub-Accounts and the General Account, partial withdrawals, increases in loan
amount by you, loan repayments, lapse, termination for any reason, and
reinstatement. An annual statement will also be sent to you. The annual
statement will summarize all of the above transactions and deductions of charges
during the Certificate year. It will also set forth the status of the Death
Proceeds, Certificate Value, Surrender Value, amounts in the Sub-Accounts and
General Account, and any Certificate loan(s).

In addition, you will be sent periodic reports containing financial statements
and other information for the Group VEL Account and the Underlying Investment
Companies as required by the Investment Company Act of 1940.

LEGAL PROCEEDINGS

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

FURTHER INFORMATION

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

INDEPENDENT ACCOUNTANTS

The financial statements of the Company as of December 31, 1994 and 1993 and for
each of the three years in the period ended December 31, 1994 included in this
Prospectus constituting part of the Registration Statement, have been so
included in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

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

<PAGE>

FEDERAL TAX CONSIDERATIONS

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

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

THE COMPANY AND THE GROUP VEL ACCOUNT - The Company is taxed as a life insurance
company under Subchapter L of the Internal Revenue Code of 1986 (the "Code") and
files a consolidated tax return with its parent and affiliates. The Company
does not expect to incur any income tax upon the earnings or realized capital
gains attributable to the Group VEL Account. Based on these expectations, no
charge is made for federal income taxes which may be attributable to the Group
VEL Account.

The Company will review periodically the question of a charge to the Group VEL
Account for federal income taxes. Such a charge may be made in future years for
any federal income taxes incurred by the Company. This might become necessary
if the tax treatment of the Company is ultimately determined to be other than
what the Company believes it to be, if there are changes made in the federal
income tax treatment of variable life insurance at the Company level, or if
there is a change in the Company's tax status. Any such charge would be
designed to cover the federal income taxes attributable to the investment
results of the Group VEL Account.

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

TAXATION OF THE CERTIFICATES - The Company believes that the Certificates
described in this prospectus will be considered life insurance contracts under
Section 7702 of the Code, which generally provides for the taxation of life
insurance policies and places limitations on the relationship of the Certificate
Value to the Insurance Amount at Risk. As a result, the Death Proceeds payable
are excludable from the gross income of the Beneficiary. Moreover, any increase
in Certificate Value is not taxable until received by the Certificate Owner or
the Certificate Owner's designee. But see "MODIFIED ENDOWMENT CONTRACTS."

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

The Company believes that loans received under a Certificate will be treated as
indebtedness of the Certificate Owner for federal tax purposes, and under
current law will not constitute income to the Certificate Owner so long as the
Certificate remains in force. But see "MODIFIED ENDOWMENT CONTRACTS."
Deducting interest on Certificate loans is, however, subject to the restrictions
of Section 264 of the Code. Consumer interest paid on Certificate loans under a
Certificate owned by an

<PAGE>

individual is not tax deductible. In addition, no tax deduction is allowed for
any interest on any loan under one or more life insurance policies (purchased
after June 20, 1986) owned by a taxpayer covering the life of any individual who
is an officer or employee of or is financially interested in, any business
carried on by that taxpayer, to the extent the aggregate amount of such loans
exceeds $50,000.

Depending upon the circumstances, a surrender, partial withdrawal, change in the
Death Benefit Option, change in the Face Amount, lapse with Certificate loan
outstanding, or assignment of the Certificate may have tax consequences. In
particular, under specified conditions, a distribution under the Certificate
during the first fifteen years from Date of Issue that reduces future benefits
under the Certificate will be taxed to the Certificate Owner as ordinary income
to the extent of any investment earnings in the Certificate. Federal, state and
local income, estate, inheritance, and other tax consequences of ownership or
receipt of Certificate proceeds depend on the circumstances of each Insured,
Certificate Owner, or Beneficiary.

MODIFIED ENDOWMENT CONTRACTS - The Technical and Miscellaneous Revenue Act of
1988 ("Act") adversely affects the tax treatment of distributions under
so-called "modified endowment contracts." Under the Act, any life insurance
policy, including a Certificate offered by this prospectus, that fails to
satisfy a "seven-pay" test is considered a modified endowment contract. A
Certificate fails to satisfy the seven-pay test if the cumulative premiums paid
under the Certificate at any time during the first seven Certificate years
exceed the sum of the net level premiums that would have been paid, had the
Certificate provided for paid-up future benefits after the payment of seven
level premiums.

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

Currently, each Certificate is reviewed when premiums are received to determine
if it satisfies the seven-pay test. If the Certificate does not satisfy the
seven-pay test, the Company will notify the Certificate Owner of the option of
requesting a refund of the excess premium. The refund process must be completed
within 60 days after the Certificate anniversary, or the Certificate will be
permanently classified as a modified endowment contract.

MORE INFORMATION ABOUT THE GENERAL ACCOUNT

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

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

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

GENERAL ACCOUNT VALUE - The Company bears the full investment risk for amounts
allocated to the General Account and guarantees that interest credited to each
Certificate Owner's Certificate

<PAGE>

Value in the General Account will not be less than an annual rate of 4%
("Guaranteed Minimum Rate"). (Under a Certificate, the Guaranteed Minimum Rate
may be higher than 4%.)

The Company may, AT ITS SOLE DISCRETION, credit a higher rate of interest
("excess interest"), although it is not obligated to credit interest in excess
of the Guaranteed Minimum Rate, and might not do so. However, the excess
interest rate, if any, in effect on the date a premium is received at the
Principal Office is guaranteed on that premium for one year, unless the
Certificate Value associated with the premium becomes security for a Certificate
loan. AFTER SUCH INITIAL ONE YEAR GUARANTEE OF INTEREST ON NET PREMIUM, ANY
INTEREST CREDITED ON THE CERTIFICATE VALUE IN THE GENERAL ACCOUNT IN EXCESS OF
THE GUARANTEED MINIMUM RATE PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION
OF THE COMPANY. THE CERTIFICATE OWNER ASSUMES THE RISK THAT INTEREST CREDITED
MAY NOT EXCEED THE GUARANTEED MINIMUM RATE.

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

The Company guarantees that, on each Monthly Processing Date, the Certificate
Value in the General Account will be the amount of the Net Premiums allocated or
Certificate Value transferred to the General Account, plus interest at the
Guaranteed Minimum Rate, plus any excess interest which the Company credits,
less the sum of all Certificate charges allocable to the General Account and any
amounts deducted from the General Account in connection with loans, partial
withdrawals, surrenders or transfers.

THE CERTIFICATE - This prospectus describes certificates issued under a flexible
premium variable life insurance policy and is generally intended to serve as a
disclosure document only for the aspects of the Certificate relating to the
Group VEL Account. For complete details regarding the General Account, see the
Certificate itself.

TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND CERTIFICATE LOANS - If a
Certificate is surrendered or if a partial withdrawal is made, a surrender
charge or partial withdrawal charge, as applicable, is imposed if such event
occurs before the Certificate, or an increase in Face Amount, has been in force
for 15 Certificate years. In the event of a decrease in Face Amount, the
surrender charge deducted is a fraction of the charge that would apply to a full
surrender of the Certificate. Partial withdrawals are made on a
last-in/first-out basis from Certificate Value allocated to the General Account.

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

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

Transfers, surrenders, partial withdrawals, Death Proceeds and Certificate loans
payable from the General Account may be delayed up to six months. However, if
payment is delayed for 30 days or more, the Company will pay interest at least
equal to an effective annual yield of 3% per year for the period of deferment.
Amounts from the General Account used to pay premiums on policies with the
Company will not be delayed.

<PAGE>

FINANCIAL STATEMENTS

Financial Statements for the Company are included in this prospectus beginning
immediately after this section.

The financial statements of the Company which are included in this prospectus
should be considered only as bearing on the ability of the Company to meet its
obligations under the Certificate. They should not be considered as bearing on
the investment performance of the assets held in the Group VEL Account.

<PAGE>

SMA LIFE ASSURANCE COMPANY

FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

<PAGE>

SMA LIFE ASSURANCE COMPANY

December 31, 1994

Financial Statements
Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . . 1
Statement of Financial Position. . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Operations and Changes in Stockholder's Equity. . . . . . . . . . 3
Statement of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . 5

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

February 13, 1995

To the Board of Directors and Stockholder of
SMA Life Assurance Company

In our opinion, the accompanying statement of financial position and the related
statements of operations and changes in stockholder's equity and of cash flows
present fairly, in all material respects, the financial position of SMA Life
Assurance Company at December 31, 1994 and 1993, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

As discussed in Note 1 to the financial statements, the Company may adopt
Statement of Financial Accounting Standards No. 120, "Accounting and Reporting
by Mutual Life Insurance Enterprises and by Insurance Enterprises for Certain
Long-Duration Participating Contracts", and Financial Accounting Standards Board
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises", in 1996. If these
pronouncements are adopted, the financial statements for the year ended December
31, 1994 will be retroactively restated for the effects of these changes in
accounting principles.

Price Waterhouse LLP
Boston, Massachusetts

<PAGE>

SMA LIFE ASSURANCE COMPANY
(A Wholly Owned Subsidiary of State Mutual Life Assurance Company of America)

STATEMENT OF FINANCIAL POSITION
as of December 31
(in thousands)

ASSETS 1994 1993
---- ----
<S> <C> <C>
Cash $ 7,248 $ 10,172
Investments:
Bonds 1,595,275 1,567,658
Stocks 12,283 23,478
Mortgage loans 295,532 383,059
Policy loans 116,600 109,014
Real estate 51,288 40,904
Short term investments 45,239 4,999
Other investment assets 27,443 314
----------- -----------
Total cash and investments 2,150,908 2,148,598

Premiums deferred and uncollected 5,452 6,953
Investment income due and accrued 39,442 39,993
Other assets 6,548 12,560
Assets held in separate accounts 1,869,695 1,296,620
----------- -----------

$ 4,072,045 $ 3,504,724
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:

Policy liabilities:
Life reserves $ 890,880 $ 905,813
Annuity and other fund reserves 928,325 925,098
Accident and health reserves 121,580 115,081
Claims payable 11,720 10,476
----------- -----------

Total policy liabilities 1,952,505 1,956,468

Expenses and taxes payable 17,484 43,123
Other liabilities 32,445 26,069
Asset valuation reserve 20,786 10,964
Obligations related to separate account business 1,859,502 1,285,884
----------- -----------

Total liabilities 3,882,722 3,322,508
----------- -----------

Stockholder's equity:
Common stock, $1,000 par value
Authorized - 10,000 shares
Issued and outstanding - 2,517 shares 2,517 2,517
Additional paid-in capital 199,307 199,307
Unassigned deficit (13,621) (20,744)
Special contingency reserves 1,120 1,136
----------- -----------
Total stockholder's equity 189,323 182,216
----------- -----------

$ 4,072,045 $ 3,504,724
----------- -----------
----------- -----------
</TABLE>

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

2
<PAGE>

SMA LIFE ASSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA)

STATEMENT OF OPERATIONS AND
CHANGES IN STOCKHOLDER'S EQUITY
for the year ended December 31
(In thousands)

REVENUE 1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Premiums and other considerations:
Life $ 195,633 $ 189,285 $ 181,992
Annuities 707,172 660,143 365,443
Accident and health 31,927 35,718 35,612
Reinsurance commissions and reserve adjustments 4,195 2,309 2,372
---------- ---------- ----------

Total premiums and other considerations 938,927 887,455 585,419

Net investment income 170,430 177,612 183,159
Realized capital gains (losses), net of tax (17,172) (7,225) 576
Other revenue 26,065 19,055 13,224
---------- ---------- ----------

Total revenue 1,118,250 1,076,897 782,378
---------- ---------- ----------

POLICY BENEFITS AND OPERATING EXPENSES
Policy benefits:
Claims, surrenders and other benefits 331,418 275,290 250,317
Increase in policy reserves 40,113 15,292 159,127
---------- ---------- ----------

Total policy benefits 371,531 290,582 409,444

Operating and selling expenses 164,175 160,928 134,482
Taxes, except capital gains tax 22,846 19,066 29,540
Net transfers to separate accounts 553,295 586,539 199,164
---------- ---------- ----------

Total policy benefits and operating expenses 1,111,847 1,057,115 772,630
---------- ---------- ----------

NET INCOME 6,403 19,782 9,748

STOCKHOLDER'S EQUITY AT BEGINNING OF YEAR 182,216 171,941 177,809
Unrealized capital gains (losses) on investments 12,170 (9,052) (20,770)
Transfer from (to) asset valuation reserve (9,822) 1,974 2,883
Other adjustments (1,644) (2,429) 2,271
---------- ---------- ----------

STOCKHOLDER'S EQUITY AT END OF YEAR $ 189,323 $ 182,216 $ 171,941
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

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

<PAGE>

SMA LIFE ASSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA)

STATEMENT OF CASH FLOWS
for the year ended December 31
(In thousands)

CASH FLOW FROM OPERATING ACTIVITIES 1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Premiums, deposits and other income $ 962,147 $ 902,725 $ 602,253
Allowances and reserve adjustments on
reinsurance ceded 3,279 22,185 18,918
Net investment income 173,294 182,843 182,531
Net increase in policy loans (7,585) (7,812) (8,777)
Benefits to policyholders and beneficiaries (330,900) (298,612) (257,274)
Operating and selling expenses and taxes (213,399) (176,361) (126,421)
Net transfers to separate accounts (600,760) (634,021) (221,492)
Other sources (applications) 19,868 7,757 (43,869)
---------- ---------- ----------

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 5,944 (1,296) 145,869
---------- ---------- ----------

CASH FLOW FROM INVESTING ACTIVITIES
Sales and maturities of long term investments:
Bonds 478,512 386,414 400,636
Stocks 63 64 80
Real estate and other invested assets 3,008 11,094 4,350
Repayment of mortgage principal 65,334 79,844 95,972
Capital gains tax (968) (3,296) --
Acquisition of long term investments:
Bonds (508,603) (466,086) (710,371)
Stocks -- -- (2,617)
Real estate and other invested assets (24,544) (2,392) (1,910)
Mortgage loans (364) (2,266) (852)
Other investing activities 18,934 (27,254) (3,001)
---------- ---------- ----------

NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 31,372 (23,878) (217,713)
---------- ---------- ----------

Net change in cash and short term investments 37,316 (25,174) (71,844)

CASH AND SHORT TERM INVESTMENTS
Beginning of the year 15,171 40,345 112,189
---------- ---------- ----------

End of the year $ 52,487 $ 15,171 $ 40,345
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

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

4
<PAGE>

SMA LIFE ASSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION - SMA Life Assurance Company (SMA Life or
the "Company") is a wholly owned subsidiary of SMA Financial Corp., which is
wholly owned by State Mutual Life Assurance Company of America (State Mutual), a
mutual life insurance company. The stockholder's equity of the Company is being
maintained at a minimum level of 5% of general account assets by State Mutual in
accordance with a policy established by vote of State Mutual's Board of
Directors.

The Company's financial statements have been prepared on the basis of accounting
practices prescribed or permitted by the Insurance Department of the State of
Delaware and in conformity with practices prescribed by the National Association
of Insurance Commissioners (NAIC), which are generally accepted accounting
principles for mutual life insurance companies and their stock life insurance
subsidiaries.

Certain reclassifications have been made to prior year amounts to conform with
the current year presentation.

VALUATION OF INVESTMENTS - Investments in bonds are carried principally at
amortized cost, in accordance with NAIC guidelines. Preferred stocks are
carried generally at cost and common stocks are carried at market value. Policy
loans are carried principally at unpaid principal balances.

Mortgage loans on real estate are stated at unpaid principal balances, net of
unamortized discounts. Mortgage loans are reduced for losses expected by
management to be realized on transfers of mortgage loans to real estate (upon
foreclosure), on the disposition or settlement of mortgage loans and on mortgage
loans which management believes may not be collectible in full. In determining
the amount of the loss, management considers, among other things, the estimated
fair value of the underlying collateral. Investment real estate and real estate
acquired through foreclosure are carried at the lower of depreciated cost or
market value.

An asset valuation reserve (AVR) for bonds, mortgage loans, stocks, real estate,
and other invested assets is maintained by appropriations from surplus in
accordance with a formula specified by the NAIC and is classified as a
liability.

FINANCIAL INSTRUMENTS - In the normal course of business, the Company enters
into transactions involving various types of financial instruments including
investments such as bonds and stocks and investment and loan commitments. These
instruments involve credit risk and also may be subject to risk of loss due to
interest rate fluctuations. The Company evaluates and monitors each financial
instrument individually and, when appropriate, obtains collateral or other
security to minimize losses.

RECOGNITION OF PREMIUM INCOME AND ACQUISITION COSTS - In general, premiums are
recognized as revenue over the premium paying period of the policies;
commissions and other costs of acquiring the policies are charged to operations
when incurred.

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

INSURANCE RESERVES AND ANNUITY AND OTHER FUND RESERVES - Reserves for life
insurance, annuities, and accident and health insurance are established in
amounts adequate to meet the estimated future obligations of policies in force.
These liabilities are computed based upon mortality, morbidity and interest rate
assumptions applicable to these coverages, including provision for adverse
deviation. Interest rates range from 3% to 6% for life insurance and 3 1/2% to
9 1/2% for annuities, and mortality and morbidity assumptions reflect the
Company's experience and industry standards. The assumptions vary by plan, age
at issue, year of issue and duration. Claims reserves are computed based on
historical experience modified for expected trends in frequency and severity.
Withdrawal characteristics of annuity and other fund reserves vary by contract.

<PAGE>

SMA LIFE ASSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA)

At December 31, 1994 and 1993, approximately 77% and 70%, respectively, of the
contracts (included in both the general account and separate accounts of the
Company) were not subject to discretionary withdrawal or were subject to
withdrawal at book value less surrender charge.

FEDERAL INCOME TAXES - State Mutual, its non-insurance domestic subsidiaries and
SMA Life file a consolidated United States Federal income tax return. Entities
included within the consolidated group are segregated into either a life
insurance or non-life insurance company subgroup. The consolidation of these
subgroups is subject to certain statutory restrictions on the percentage of
eligible non-life taxable operating losses that can be applied to offset life
company taxable income. Allmerica P&C and its subsidiaries file a separate
United States Federal income tax return.

The Federal income tax for the non-life insurance subsidiaries is calculated on
a separate return basis. Any current tax liability (benefit) is paid to
(reimbursed by) State Mutual. Tax benefits resulting from taxable operating
losses of the non-life subsidiaries are not reimbursed currently by State
Mutual. However, to the extent such losses are utilized by the consolidated
group, they are reflected as a liability of State Mutual.

The Federal income tax for the life companies is calculated on a line of
business basis, excluding the operating results of the non-insurance
subsidiaries and Allmerica P&C. The tax is allocated to each life company based
on its contribution to the taxable income or loss of each line of business.

CAPITAL GAINS AND LOSSES - Realized capital gains and losses, net of applicable
capital gains tax or benefit, exclusive of those transferred to the interest
maintenance reserve (IMR), are included in the statement of operations.
Unrealized capital gains and losses are reflected as direct credits or charges
to stockholder's equity. The IMR, which is included in other liabilities,
establishes a reserve for realized gains and losses, net of tax, resulting from
changes in interest rates on short and long term fixed income investments. Net
realized gains and losses charged to the IMR are amortized into net investment
income over the remaining life of the investment sold.

PENDING ACCOUNTING PRONOUNCEMENT - In April 1993, the Financial Accounting
Standards Board (FASB) issued Interpretation No. 40, "Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises"
(FIN 40), which establishes a different definition of generally accepted
accounting principles for mutual life insurance companies (and their stock life
insurance subsidiaries). Under the Interpretation, financial statements of
mutual life insurance companies (and their stock life insurance subsidiaries)
which are prepared on the basis of statutory accounting, will no longer be
characterized as in conformity with generally accepted accounting principles.

In January 1995, the FASB issued Statement of Financial Accounting Standards No.
120, "Accounting and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for Certain Long-Duration Participating Contracts" (SFAS
No. 120), and the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position No. 95-1, "Accounting for Certain Insurance
Activities of Mutual Life Insurance Enterprises" (SOP 95-1). SFAS No. 120
extends the requirements of SFAS No. 60, "Accounting and Reporting by Insurance
Enterprises," No. 97, "Accounting and Reporting by Insurance Enterprises for
Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale
of Investments," and No. 113, "Accounting and Reporting for Reinsurance of
Short-Duration and Long-Duration Contracts," to mutual life insurance
enterprises. SOP 95-1 establishes accounting for certain participating life
insurance contracts for mutual life insurance enterprises. SFAS No. 120
requires mutual life insurance enterprises (and permits stock life insurance
enterprises) to apply the provisions of SOP 95-1 to those contracts which meet
the conditions in SFAS No. 120.

FIN 40, SFAS No. 120 and SOP 95-1 are all effective for financial statements
issued for fiscal years beginning after December 15, 1995.

Management of the Company has not yet determined the effect on its financial
statements of applying the new pronouncements nor whether it will continue to
present its general purpose financial statements in conformity with the
statutory basis of accounting or adopt the accounting changes required in order
to continue to present its financial statements in conformity with generally
accepted accounting principles. If the Company chooses to adopt the accounting
changes required, the effect of the changes would be reported retroactively
through restatement of all previously issued financial statements beginning with
the earliest year presented. The cumulative effect of adopting these changes
would be included in the earliest year presented.

6
<PAGE>

SMA LIFE ASSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA)

NOTE 2 - INVESTMENTS

BONDS - The carrying value and fair value of investments in bonds,are as
follows:

<TABLE>
<CAPTION>
December 31, 1994
-----------------
Gross Gross
Carrying Unrealized Unrealized Fair
(In thousands) Value Appreciation Depreciation Value
----- ------------ ------------ -----
<S> <C> <C> <C> <C>
Federal government bonds $ 17,651 $ 8 $ 762 $ 16,897
State, local and government agency bonds 1,110 54 -- 1,164
Foreign government bonds 31,863 83 3,735 28,211
Corporate securities 1,462,871 8,145 56,011 1,415,005
Mortgage-backed securities 81,780 268 1,737 80,311
----------- ----------- ----------- -----------

$ 1,595,275 $ 8,558 $ 62,245 $ 1,541,588
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
December 31, 1994
-----------------
Gross Gross
Carrying Unrealized Unrealized Fair
(In thousands) Value Appreciation Depreciation Value
----- ------------ ------------ -----
<S> <C> <C> <C> <C>
Federal government bonds $ 7,969 $ 356 $ -- $ 8,325
State, local and government agency bonds 15,212 678 -- 15,890
Foreign government bonds 24,152 720 9 24,863
Corporate securities 1,519,050 74,777 4,430 1,589,397
Mortgage-backed securities 1,275 92 -- 1,367
----------- ----------- ----------- -----------

Total $ 1,567,658 $ 76,623 $ 4,439 $ 1,639,842
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

The carrying value and fair value by contractual maturity at December 31, 1994,
are shown below. Actual maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties or the Company may have the right to put or
sell the obligation back to the issuer. Mortgage-backed securities are
classified based on expected maturities.

Carrying Fair
(In thousands) Value Value
----- -----
<S> <C> <C>
Due in one year or less $ 225,814 $ 224,695
Due after one year through five years 774,918 751,778
Due after five years through ten years 428,080 404,377
Due after ten years 166,463 160,738
----------- -----------

Total $ 1,595,275 $ 1,541,588
----------- -----------
----------- -----------
</TABLE>

MORTGAGE LOANS AND REAL ESTATE - Mortgage loans and real estate investments, are
diversified by property type and location. Real estate investments have been
obtained primarily through foreclosure. Mortgage loans are collateralized by
the related properties and are generally no more than 75% of the property value
at the time the original loan is made. At December 31, 1994 and 1993, mortgage
loan and real estate investments were distributed by the following types and
geographic regions:

7
<PAGE>

SMA LIFE ASSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA)

(In thousands)

Property Type 1994 1993
- ------------- ---- ----
<S> <C> <C>
Office buildings $ 140,292 $ 172,694
Residential 57,061 74,514
Retail 72,787 72,756
Industrial/Warehouse 39,424 62,572
Other 37,256 41,427
--------- ---------

Total $ 346,820 $ 423,963
--------- ---------
--------- ---------
<CAPTION>

Geographic Region 1994 1993
- ----------------- ---- ----
<S> <C> <C>
South Atlantic $ 92,934 $ 118,434
East North Central 72,704 78,343
Middle Atlantic 48,688 58,291
Pacific 39,892 45,666
West North Central 27,377 33,325
Mountain 12,211 31,116
New England 26,613 28,759
East South Central 6,224 8,250
West South Central 20,177 21,779
--------- ---------

Total $ 346,820 $ 423,963
--------- ---------
--------- ---------
</TABLE>

NET INVESTMENT INCOME - The components of net investment income for the year
ended December 31 were as follows:

(In thousands) 1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Bonds $ 123,495 $ 126,729 $ 119,777
Stocks 1,799 953 692
Mortgage loans 31,945 40,823 52,406
Real estate 8,425 9,493 8,412
Policy loans 8,797 8,215 7,701
Other investments 1,651 674 344
Short term investments 1,378 840 1,848
--------- --------- ---------
177,490 187,727 191,180
Less investment expenses 9,138 11,026 8,035
--------- --------- ---------

Net investment income, before IMR amortization 168,352 176,701 183,145

IMR amortization 2,078 911 14
--------- --------- ---------

Net investment income $ 170,430 $ 177,612 $ 183,159
--------- --------- ---------
--------- --------- ---------

</TABLE>

REALIZED CAPITAL GAINS AND LOSSES - Realized capital gains (losses) on
investments for the years ended December 31 were as follows:

(In thousands) 1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Bonds $ 645 $ 10,133 $ 3,302
Stocks (62) 16 33
Mortgage loans (17,142) (83) 162
Real Estate 605 (2,044) 1,985
--------- --------- ---------
(15,954) 8,022 5,482
Less income tax 968 3,296 4,623
--------- --------- ---------

Net realized capital gains (losses) before transfer to IMR (16,922) 4,726 859
Net realized capital gains transferred to IMR (250) (11,951) (283)
--------- --------- ---------

Net realized capital gains (losses) $ (17,172) $ (7,225) $ 576
--------- --------- ---------
--------- --------- ---------
</TABLE>

8
<PAGE>

SMA LIFE ASSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA)

Proceeds from voluntary sales of investments in bonds during 1994, 1993 and 1992
were $178,640 thousand, $131,783 thousand and $153,218 thousand, respectively.
Gross gains of $3,010 thousand, $4,523 thousand and $3,043 thousand and gross
losses of $4,553 thousand, $450 thousand and $139 thousand, respectively, were
realized on those sales.

NOTE 3 - FAIR VALUE DISCLOSURES OF FINANCIAL INFORMATION

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

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

FINANCIAL ASSETS:

CASH AND SHORT TERM INVESTMENTS - The carrying amounts reported in the statement
of financial position approximate fair value.

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

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

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

POLICY LOANS - The carrying amount reported in the statement of financial
position approximates fair value since policy loans have no defined maturity
dates and are inseparable from the insurance contracts.

FINANCIAL LIABILITIES:

ANNUITY AND OTHER FUND RESERVES (WITHOUT MORTALITY/MORBIDITY FEATURES) - Fair
values for the Company's liabilities under individual annuity contracts are
estimated based on current surrender values.

9
<PAGE>

SMA LIFE ASSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA)

The estimated fair values of the financial instruments as of December 31 were as
follows:

1994 1993
---- ----
Carrying Fair Carrying Fair
(In thousands) Value Value Value Value
----- ----- ----- -----
<S> <C> <C> <C> <C>
Financial Assets:
Cash $ 7,248 $ 7,248 $ 10,172 $ 10,172
Short term investments 45,239 45,239 4,999 4,999
Bonds 1,595,275 1,541,588 1,567,658 1,639,842
Stocks 12,283 12,283 32,478 32,478
Mortgage loans 295,532 291,704 383,059 395,327
Policy loans 116,600 116,600 109,014 109,014

Financial Liabilities:
Individual annuity contracts 869,230 862,662 870,112 865,668
Supplemental contracts without life
contingencies 16,673 16,673 14,842 14,842
Other contract deposit funds 1,105 1,105 1,317 1,317

</TABLE>

NOTE 4 - FEDERAL INCOME TAXES

The federal income tax provisions for 1994, 1993 and 1992 were $13,109 thousand,
$8,551 thousand and $18,108 thousand, respectively, which include taxes
applicable to realized capital gains of $968 thousand, $3,296 thousand and
$4,623 thousand.

The effective federal income tax rates were 67%, 30% and 65% in 1994, 1993 and
1992, respectively. The differences between the federal statutory rate and the
Company's effective tax rates are primarily related to decreases in taxable
income for the write-offs of mortgage loans; and increases in taxable income for
differences in policyholder liabilities for federal income tax purposes and
financial reporting purposes and the deferral of policy acquisition costs for
federal tax purposes. The Company paid to State Mutual $14,353 thousand,
$8,100 thousand and $30,000 thousand in 1994, 1993 and 1992, respectively, for
its federal income taxes.

The consolidated federal income tax returns are routinely audited by the
Internal Revenue Service (IRS) and provisions are routinely made in the
financial statements in anticipation of the results of these audits. The
Internal Revenue Service (IRS) has completed its examination of all of the
consolidated federal income tax returns through 1988. Deficiencies asserted
with respect to tax years 1977 through 1981 have been paid and recorded and the
consolidated group has filed a recomputation of such years with appeals claiming
a refund with respect to certain agreed upon issues, but has not recognized any
benefit in its financial statements. The consolidated group is currently
considering its response to certain adjustments proposed by the IRS with respect
to the consolidated federal income tax returns for 1982 and 1983. If upheld,
these proposed adjustments would result in additional payments; however, the
consolidated group will vigorously defend its position with respect to these
adjustments. In management's opinion, adequate tax liabilities have been
established for all years.

NOTE 5 - REINSURANCE

The Company participates in reinsurance to reduce overall risks, including
exposure to large losses and to permit recovery of a portion of direct losses.
Reinsurance contracts do not relieve the Company from its obligation to its
policyholders. Reinsurance financial data for the years ended December 31, is as
follows:

(In thousands) 1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Reinsurance premiums assumed $ 3,788 $ 4,190 $ 4,614
Reinsurance premiums ceded 17,430 14,798 15,570
Deduction from insurance liability including
reinsurance recoverable on unpaid claims 46,734 42,805 48,191

</TABLE>

10
<PAGE>

SMA LIFE ASSURANCE COMPANY
(A Wholly Owned Subsidiary of State Mutual Life Assurance Company of America)

The Company cedes to State Mutual approximately 10% of its individual life
business. Premiums ceded to State Mutual aggregated $7,771 thousand, $9,000
thousand and $9,586 thousand in 1994, 1993 and 1992, respectively. The Company
has also entered into various reinsurance agreements with State Mutual under
which certain insurance risks related to individual accident and health
business, premium income and related expenses are assumed by the Company from
State Mutual. Premiums assumed pursuant to these agreements aggregated $3,788
thousand, $4,190 thousand and $4,614 thousand in 1994, 1993 and 1992,
respectively .

NOTE 6 - DIVIDEND RESTRICTIONS

Delaware has enacted laws governing the payment of dividends by insurers. These
laws affect the dividend paying ability of the Company. Pursuant to Delaware's
statute, the maximum amount of dividends and other distributions that an insurer
may pay in any twelve month period, without the prior approval of the Delaware
Commissioner of Insurance, is limited to the greater of (i) 10% of its statutory
policyholder surplus as of the preceding December 31 or (ii) the individual
company's statutory net gain from operations for the preceding calendar year (if
such insurer is a life company) or its net income (not including realized
capital gains) for the preceding calendar year (if such insurer is not a life
company). Any dividends to be paid by an insurer, whether or not in excess of
the aforementioned threshold, from a source other than earned surplus would also
require the prior approval of the Delaware Commissioner of Insurance. While the
Company is currently operating on a profitable basis, it has a negative earned
surplus position and accordingly is precluded from paying dividends to State
Mutual without the approval of the Commissioner of Insurance.

NOTE 7 - RELATED PARTY TRANSACTIONS

State Mutual provides management, operating personnel and facilities on a cost
reimbursement basis to the Company. Expenses for services received from State
Mutual were $102,461 thousand, $98,676 thousand and $88,273 thousand in 1994,
1993 and 1992, respectively. The net amounts payable to State Mutual and
affiliates for accrued expenses and various other liabilities and receivables
were $8,344 thousand and $12,182 thousand at December 31, 1994 and 1993,
respectively.

During 1992, the Company sold a building to an affiliated company at its
estimated fair value of $4,350 thousand. The Company recognized a capital gain
on the sale, net of tax, in the amount of $1,310 thousand.

NOTE 8 - FUNDS ON DEPOSIT

In March 1994, the Company voluntarily withdrew from being licensed in New York.
In connection with the withdrawal State Mutual, which is licensed in New York,
became qualified to sell the products previously sold by SMA Life in New York.
The Company agreed with the New York Department of Insurance to maintain,
through a custodial account in New York, a security deposit, the market value of
which will at all times equal 102% of all outstanding general account
liabilities of the Company for New York policyholders, claimants and creditors.
As of December 31, 1994, the carrying value and fair value of the assets on
deposit was $327,899 thousand and $323,474 thousand, respectively, which is in
excess of the required amount.

Additional securities with a carrying value of $3,855 thousand and $3,353
thousand were on deposit with various other state and governmental authorities
as of December 31, 1994 and 1993, respectively.

NOTE 9 - LITIGATION

The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the opinion of management, based on the
advice of legal counsel, the ultimate resolution of these proceedings will not
have a material effect on the Company's financial statements.

<PAGE>

APPENDIX A - OPTIONAL BENEFITS

This Appendix is intended to provide only a very brief overview of additional
insurance benefits available by rider. The following supplemental benefits are
available for issue under the Certificates for an additional charge.

WAIVER OF PREMIUM RIDER

This rider provides that, during periods of total disability continuing
for more than the period of time specified in the rider, the Company will
add to the Certificate Value each month an amount selected by you or the
amount necessary to maintain Certificate in force, whichever is greater.
This benefit is subject to the Company's maximum issue benefits. Its cost
may change yearly.

OTHER INSURED RIDER

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

CHILDREN'S INSURANCE RIDER

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

ACCIDENTAL DEATH BENEFIT RIDER

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

OPTION TO ACCELERATE BENEFITS RIDER

This rider permits part of the proceeds of the Certificate to be available
before death if the Insured becomes terminally ill and, depending on the
group to which the Policy is issued, may also pay part of the proceeds if
the Insured is permanently confined to a nursing home.

EXCHANGE OPTION RIDER

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

<PAGE>

APPENDIX B - PAYMENT OPTIONS

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

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

The amounts payable under a payment option are paid from the General Account.
These amounts are not based on the investment experience of the Group VEL
Account.

SELECTION OF PAYMENT OPTIONS - The amount applied under any one option for any
one payee must be at least $5,000. The periodic payment for any one payee must
be at least $50. Subject to your and/or the Beneficiary's provision any option
selection may be changed before the Death Proceeds becomes payable. If you make
no selection, the Beneficiary may select an option when the Death Proceeds
becomes payable.

APPENDIX C - ILLUSTRATIONS OF SUM INSURED, POLICY VALUES
AND ACCUMULATED PREMIUMS

The tables on pages 66-69 illustrate the way in which a Policy's Sum Insured and
Policy Value could vary over an extended period of time. They assume that all
premiums are allocated to and remain in the Group VEL Account for the entire
period shown and are based on hypothetical gross investment rates of return for
the Underlying Fund (i.e., investment income and capital gains and losses,
realized or unrealized) equivalent to constant gross (after tax) annual rates of
0%, 6%, and 12%.

The tables on pages 66 and 67 illustrate a Policy issued to a person, Age 30,
under a standard Premium Class and qualifying for the non-smoker discount. The
tables on pages 68 and 69 illustrate a Policy issued to a person, Age 45, under
a standard Premium Class and qualifying for the non-smoker discount.

The columns on pages 67 and 69 are based on the guaranteed cost of insurance
rates; columns on pages 66 and 68 are based on the current cost of insurance
rates as presently in effect.

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

The amounts shown for the Death Proceeds and Policy Values take into account the
deduction from premium for the premium tax charge, the Monthly Deduction from
Policy Value, and the daily charge against the Group VEL Account for mortality
and expense risks equivalent to an effective annual rate of 0.90% of the average
daily value of the assets in the Group VEL Account attributable to the Policies.
The amounts shown in the tables also take into account the Underlying Investment
Company advisory fees and operating expenses, which are assumed to be at an
annual rate of 0.85% of the average daily net assets of the Underlying
Investment Company. The actual fees and expenses of each Underlying Investment
Company vary, and in 1994 ranged from an annual rate of 0.45% to an annual rate
of 1.50% of average daily net assets. The fees and expenses associated with
your Policy may be more or less than 0.85% in the aggregate, depending upon how
you make allocations of Policy Value among the Sub-Accounts. Under its
Management Agreement with the Trust, Allmerica Investments has declared a
voluntary expense limitation of 1.50% of average net average assets for the
Select International Equity Fund, 1.20% for the Growth Fund, 1.00% for the
Investment Grade Income Fund, 0.60% for the Money Market Fund, 0.60% for the
Equity Index Fund, 1.00% for the Government Bond Fund, 1.35% for the Select
Aggressive Growth Fund and the Select Capital Appreciation Fund, 1.20% for the
Select Growth Fund, 1.10% for the Select Growth and Income Fund, and 1.25% for
the Small Cap Value Fund. Without the effect of the expense limitation, in 1994
the total operation expenses of the Select International Equity Fund and Small
Cap Value Fund would have been 1.78% and 1.01%, respectively, of average net
assets. Fidelity Management has voluntarily agreed to temporarily limit the
total operating expenses (excluding interest, taxes, brokerage commissions and
extraordinary expenses) of the Equity-Income, Growth and Overseas Portfolios to
an annual rate of 1.50%, and of the High Income

<PAGE>

Portfolio to an annual rate of 1.00%, and of the Asset Manager Portfolio to an
annual rate of 1.25%, of each Portfolio's average net assets. The total
operating expenses of the Portfolios of VIPF and VIPF II were less than their
respective caps in 1994. Price-Fleming has voluntarily agreed to limit the
total operating expenses (except interest, taxes, brokerage commissions,
directors' fees and expenses and extraordinary expenses) of the International
Stock Portfolio to 1.05% of its average daily net assets. Delaware
International has agreed voluntarily to waive its management fees and reimburse
the International Equity Series to limit certain expenses to 8/10 of 1% of the
average daily net assets. Without the effect of the expense limitations, in
1994 the total operating expenses of the International Equity Series would have
been 1.01% of its average net assets.

Taking into account the 0.90% charge to the Group VEL Account and the assumed
0.85% charge for Underlying Investment Company advisory fees and operating
expenses, the gross annual rates of investment return of 0%, 6% and 12%
correspond to net annual rates of -1.75%, 4.25% and 10.25%, respectively.

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

The second column of the tables show the amount which would accumulate if an
amount equal to the Guideline Annual Premium were invested to earn interest,
(after taxes) at 5% compounded annually.

The tables illustrate the Policy Values that would result based upon the
assumptions that no Policy loans have been made, that you have not requested an
increase or decrease in the initial Face Amount, that no partial withdrawals
have been made, and that no transfers above 6 have been made in any Policy year
(so that no transaction or transfer charges have been incurred).

Upon request, the Company will provide a comparable illustration based upon the
proposed Insured's Age, sex, and underwriting classification, and the requested
Face Amount, Sum Insured Option, and riders.

To choose the Sub-Accounts which will best meet your needs and objectives,
carefully read the prospectuses of the Trust, VIPF, VIPF II, T. Rowe and DGPF
along with this prospectus.

<PAGE>

SMA LIFE ASSURANCE COMPANY
VARIABLE EXCEPTIONAL LIFE POLICY
<TABLE>
<CAPTION>
Non-Smoker Age 30
Specified Face Amount = $75,000
Sum Insured Option 2
CURRENT COST OF INSURANCE CHARGES

Premiums Hypothetical 0% Hypothetical 6% Hypothetical 12%
Paid Plus Gross Investment Return Gross Investment Return Gross Investment Return
Interest

Policy At 5% Surrender Policy Death Surrender Policy Death Surrender Policy Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,470 393 1,221 76,221 471 1,299 76,299 549 1,377 76,377
2 3,014 1,592 2,420 77,420 1,824 2,652 77,652 2,066 2,894 77,894
3 4,634 2,768 3,596 78,596 3,234 4,062 79,062 3,738 4,566 79,566
4 6,336 3,955 4,750 79,750 4,734 5,529 80,529 5,611 6,406 81,406
5 8,123 5,185 5,881 80,881 6,360 7,055 82,O55 7,736 8,432 83,432

6 9,999 6,392 6,989 81,989 8,048 8,644 83,644 10,066 10,663 85,663
7 11,969 7,576 8,073 83,073 9,799 10,296 85,296 12,621 13,118 88,118
8 14,037 8,737 9,135 84,135 11,616 12,013 87,013 15,422 15,820 90,820
9 16,209 9,874 10,172 85,172 13,500 13,798 88,798 18,495 18,793 93,793
10 18,490 10,986 11,185 86,185 15,454 15,653 90,653 22,865 22,064 97,064

11 20,884 12,174 12,174 87,174 17,579 17,579 92,579 25,664 25,664 100,664
12 23,398 13,137 13,137 88,137 19,580 19,580 94,580 29,625 29,625 104,625
13 26,038 14,077 14,077 89,077 21,657 21,657 96,657 33,983 33,983 108,983
14 28,810 14,991 14,991 89,991 23,814 23,814 98,814 38,779 38,779 113,779
15 31,720 15,880 15,880 90,880 26,054 26,054 101,054 44,057 44,057 119,057

16 34,777 16,743 16,743 91,743 28,377 28,377 103,377 49,865 49,865 124,865
17 37,985 17,580 17,580 92,580 30,788 30,788 105,788 56,256 56,256 131,256
18 41,355 18,391 18,391 93,391 33,290 33,290 108,290 63,290 63,290 138,290
19 44,892 19,174 19,174 94,174 35,884 35,884 110,884 71,031 71,031 146,031
20 48,607 19,930 19,930 94,930 38,574 38,574 113,574 79,550 79,550 l54,550

Age 60 97,665 25,579 25,579 100,579 71,166 71,166 146,166 229,234 229,234 307,173
Age 65 132,771 26,546 26,546 101,546 91,516 91,516 166,516 378,082 378,082 461,260
Age 70 177,576 25,537 25,537 100,537 114,403 114,403 189,403 617,137 617,137 715,879
Age 75 234,759 21,566 21,566 96,566 139,062 139,062 214,062 1,001,969 1,001,969 1,076,969

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

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

</TABLE>

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

<PAGE>

SMA LIFE ASSURANCE COMPANY
VARIABLE EXCEPTIONAL LIFE POLICY
<TABLE>
<CAPTION>
Non-Smoker Age 30
Specified Face Amount = $75,000
Sum Insured Option 2
CURRENT COST OF INSURANCE CHARGES

Premiums Hypothetical 0% Hypothetical 6% Hypothetical 12%
Paid Plus Gross Investment Return Gross Investment Return Gross Investment Return
Interest

Policy At 5% Surrender Policy Death Surrender Policy Death Surrender Policy Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,470 349 1,178 76,178 426 1,254 76,254 503 1,331 76,331
2 3,014 1,504 2,332 77,332 1,731 2,559 77,559 1,968 2,796 77,796
3 4,634 2,637 3,465 78,465 3,090 3,918 78,918 3,580 4,408 79,408
4 6,336 3,779 4,574 79,574 4,536 5,331 80,331 5,388 6,183 81,183
5 8,123 4,963 5,658 80,658 6,102 6,798 81,798 7,438 8,133 83,133

6 9,999 6,123 6,719 81,719 7,726 8,322 83,322 9,683 10,279 85,279
7 11,969 7,258 7,755 82,755 9,408 9,905 84,905 12,140 12,637 87,637
8 14,037 8,367 8,765 83,765 11,149 11,547 86,547 14,832 15,229 90,229
9 16,209 9,449 9,747 84,747 12,951 13,249 88,249 17,779 18,077 93,077
10 18,490 10,503 10,702 85,702 14,813 15,012 90,012 21,006 21,205 96,205

11 20,884 11,629 11,629 86,629 16,839 16,839 91,839 24,642 24,642 99,642
12 23,398 12,526 12,526 87,526 18,730 18,730 93,730 28,417 28,417 103,417
13 26,038 13,396 13,396 88,396 20,688 20,688 95,688 32,565 32,565 107,565
14 28,810 14,234 14,234 89,234 22,712 22,712 97,712 37,122 37,122 112,122
15 31,720 15,042 15,042 90,042 24,808 24,808 99,808 42,131 42,131 117,131

16 34,777 15,818 15,818 90,818 26,974 26,974 101,974 47,632 47,632 122,632
17 37,985 16,562 16,562 91,562 29,212 29,212 104,212 53,678 53,678 128,678
18 41,355 17,272 17,272 92,272 31,524 31,524 106,524 60,322 60,322 135,322
19 44,892 17,947 17,947 92,947 33,911 33,911 108,911 67,623 67,623 142,623
20 48,607 18,586 18,586 93,586 36,375 36,375 111,375 75,646 75,646 150,646

Age 60 97,665 22,267 22,267 97,267 64,992 64,992 139,992 215,170 215,170 290,170
Age 65 132,771 21,310 21,310 96,310 81,383 81,383 156,383 352,366 352,366 429,887
Age 70 177,576 16,934 16,934 91,934 97,538 97,538 172,538 570,328 570,328 661,581
Age 75 234,759 7,121 7,121 82,121 110,763 110,763 185,763 917,144 917,144 992,l44

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

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

</TABLE>

<PAGE>

SMA LIFE ASSURANCE COMPANY
VARIABLE EXCEPTIONAL LIFE POLICY
<TABLE>
<CAPTION>
Non-Smoker Age 45
Specified Face Amount = $250,000
Sum Insured Option 1
CURRENT COST OF INSURANCE CHARGES

Premiums Hypothetical 0% Hypothetical 6% Hypothetical 12%
Paid Plus Gross Investment Return Gross Investment Return Gross Investment Return
Interest

Policy At 5% Surrender Policy Death Surrender Policy Death Surrender Policy Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 153 3,502 250,000 382 3,731 250,000 611 3,960 250,000
2 9,040 3,565 6,914 250,000 4,242 7,591 250,000 4,948 8,297 250,000
3 13,903 6,887 10,236 250,000 8,236 11,585 250,000 9,699 13,048 250,000
4 19,008 10,249 13,464 250,000 12,500 15,715 250,000 15,039 18,254 250,000
5 24,368 13,787 16,601 250,000 17,174 19,987 250,000 21,150 23,963 250,000

6 29,996 17,232 19,644 250,000 21,993 24,405 250,000 27,814 30,225 250,000
7 35,906 20,577 22,587 250,000 26,958 28,967 250,000 35,083 37,093 250,000
8 42,112 23,823 25,431 250,000 32,074 33,682 250,000 43,024 44,632 250,000
9 48,627 26,969 28,174 250,000 37,348 38,554 250,000 51,708 52,913 250,000
10 55,469 30,010 30,814 250,000 42,783 43,587 250,000 61,212 62,015 250,000

11 62,652 33,346 33,346 250,000 48,784 48,784 250,000 72,O25 72,O25 250,000
12 70,195 35,735 35,735 250,000 54,122 54,122 250,000 83,014 83,014 250,000
13 78,114 37,977 37,977 250,000 59,604 59,604 250,000 95,092 95,092 250,000
14 86,430 40,076 40,076 250,000 65,244 65,244 250,000 108,393 108,393 250,000
15 95,161 42,023 42,023 250,000 71,043 71,043 250,000 123,055 123,055 250,000

16 104,330 43,806 43,806 250,000 77,002 77,002 250,000 139,237 139,237 250,000
17 113,956 45,448 45,448 250,000 83,155 83,155 250,000 157,141 157,141 250,000
18 124,064 46,935 46,935 250,000 89,504 89,504 250,000 176,973 176,973 250,000
19 134,677 48,253 48,253 250,000 96,054 96,054 250,000 198,972 198,972 250,000
20 145,820 49,388 49,388 250,000 102,813 102,813 250,000 223,320 223,320 272,451

Age 60 95,161 42,023 42,023 250,000 71,043 71,043 250,000 123,055 123,055 250,000
Age 65 142,820 49,388 49,388 250,000 102,813 102,813 250,000 223,320 223,320 272,451
Age 70 210,477 51,357 51,357 250,000 139,910 139,910 250,000 386,432 386,432 448,262
Age 75 292,995 44,916 44,916 250,000 184,624 184,624 250,000 649,170 649,170 694,611

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

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

</TABLE>

<PAGE>

SMA LIFE ASSURANCE COMPANY
VARIABLE EXCEPTIONAL LIFE POLICY
<TABLE>
<CAPTION>
Non-Smoker Age 45
Specified Face Amount = $250,000
Sum Insured Option 1
GUARANTEED COST OF INSURANCE CHARGES

Premiums Hypothetical 0% Hypothetical 6% Hypothetical 12%
Paid Plus Gross Investment Return Gross Investment Return Gross Investment Return
Interest

Policy At 5% Surrender Policy Death Surrender Policy Death Surrender Policy Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 0 3,167 250,000 36 3,385 250,000 255 3,604 250,000
2 9,040 2,879 6,228 250,000 3,514 6,863 250,000 4,177 7,526 250,000
3 13,903 5,833 9,182 250,000 7,087 10,436 250,000 8,447 11,796 250,000
4 19,008 8,807 12,022 250,000 lO,884 14,099 250,000 13,231 16,446 250,000
5 24,368 11,935 14,748 250,000 15,043 17,857 250,000 18,702 21,515 250,000

6 29,996 14,947 17,358 250,000 19,298 21,709 250,000 24,635 27,046 250,000
7 35,906 17,829 19,839 250,000 23,639 25,648 250,000 31,066 33,075 250,000
8 42,112 20,574 22,182 250,000 28,061 29,669 250,000 38,044 39,651 250,000
9 48,627 23,170 24,376 250,000 32,558 33,764 250,000 45,619 46,825 250,000
10 55,469 25,603 26,407 250,000 37,119 37,923 250,000 53,849 54,652 250,000

11 62,652 28,268 28,268 250,000 42,145 42,145 250,000 63,206 63,206 250,000
12 70,195 29,950 29,950 250,000 46,426 46,426 250,000 72,568 72,568 250,000
13 78,114 31,445 31,445 250,000 50,762 50,762 250,000 82,830 82,830 250,000
14 86,430 32,744 32,744 250,000 55,154 55,154 250,000 94,103 94,103 250,000
15 95,161 33,837 33,837 250,000 59,598 59,598 250,000 106,511 106,511 250,000

16 104,330 34,697 34,697 250,000 64,077 64,077 250,000 120,186 120,186 250,000
17 113,956 35,302 35,302 250,000 68,583 68,583 250,000 135,293 135,293 250,000
18 124,064 35,6l7 35,617 250,000 73,094 73,094 250,000 152,015 152,015 250,000
19 134,677 35,596 35,596 250,000 77,583 77,583 250,000 170,572 170,572 250,000
20 145,820 35,194 35,194 250,000 82,028 82,028 250,000 191,230 191,230 250,000

Age 60 95,161 33,837 33,837 250,000 59,598 59,598 250,000 106,511 106,511 250,000
Age 65 142,820 35,194 35,194 250,000 82,028 82,028 250,000 191,230 191,230 250,000
Age 70 210,477 26,069 26,069 250,000 103,101 103,101 250,000 331,550 331,550 384,598
Age 75 292,995 0 0 0 119,588 119,588 250,000 555,584 555,584 594,475

<FN>
(1) Assumes a $4,200 premium is paid at the beginning of each Policy Year.
Values will be different if premiums are paid with a different frequency or
in different amounts.
(2) Assumes that no policy loan has been made. Excessive loans or withdrawals
may cause this Policy to lapse because of insufficient Policy Value

</TABLE>

<PAGE>

APPENDIX D - CALCULATION OF MAXIMUM SURRENDER CHARGES

A separate surrender charge maybe calculated upon issuance of the Certificate
and upon each increase in Face Amount. The maximum surrender charge calculated
upon issuance of the Certificate is equal to $8.50 per thousand dollars of the
initial Face Amount plus up to 50% (less any premium expense charge not
associated with state and local premium taxes) of the Guideline Annual Premium,
depending on the group to which the Certificate is issued. The maximum
surrender charge for an increase in Face Amount is $8.50 per thousand dollars of
increase, plus up to 50% (less any premium expense charge not associated with
state and local premium taxes) of the Guideline Annual Premium for the increase.
The calculation may be summarized in the following formula:

Maximum Surrender Charge = (8.5 X Face amount) + (up to 50% X Guideline Annual
----------- Premium)
1000

A further limitation is imposed based on the Standard Non-Forfeiture Law of each
state. The maximum surrender charges upon issuance of the Certificate and upon
each increase in Face Amount are shown in the table below. During the first two
Certificate years following issue or an increase in Face Amount, the actual
surrender charge may be less than the maximum. See "CHARGES AND DEDUCTIONS-
Surrender Charge."

The maximum surrender charge remains level for the first 24 Certificate months,
reduces uniformly for the balance of the surrender charge period, and is zero
thereafter. The actual surrender charge imposed may be less than the maximum.

<PAGE>

The Factors used in calculating the maximum surrender charges vary with the
issue Age and Underwriting Class as indicated in the table below.

MAXIMUM SURRENDER CHARGE PER $1000 FACE AMOUNT
<TABLE>
<CAPTION>

Age at Age at
issue or Unisex Unisex Unisex issue or Unisex Unisex Unisex
increase Nonsmoker Smoker Unismoke decrease Nonsmoker Smoker Unismoke
<S> <C> <C> <C> <C> <C> <C> <C>
0 14.89 14.37 41 27.74 32.73 29.39
1 14.84 14.31 42 28.55 33.79 30.27
2 15.00 14.44 43 29.41 34.91 31.19
3 15.17 14.58 44 30.31 36.08 32.17
4 15.35 14.73 45 31.26 37.31 33.19
5 15.53 14.88 46 32.27 38.60 34.27
6 15.73 15.05 47 33.33 39.95 35.40
7 15.94 15.23 48 34.46 41.38 36.59
8 16.16 15.41 49 35.64 42.89 37.86
9 16.39 15.61 50 36.90 44.48 39.19
10 16.64 15.82 51 38.24 46.17 40.60
11 16.91 16.05 52 39.66 47.95 42.10
12 17.18 16.28 53 41.17 49.84 43.68
13 17.47 16.52 54 42.76 51.82 45.36
14 17.77 16.77 55 44.46 53.91 47.12
15 18.08 17.02 56 46.25 56.11 48.98
16 18.38 17.28 57 48.16 56.87 50.95
17 18.67 17.54 58 50.18 56.76 53.03
18 17.15 18.98 17.80 59 52.34 56.65 55.24
19 17.40 19.29 18.07 60 54.64 56.54 56.71
20 17.65 19.62 18.35 61 56.54 56.44 56.59
21 17.92 19.95 18.64 62 56.41 56.34 56.47
22 18.20 20.31 18.95 63 56.29 56.26 56.36
23 18.49 20.68 19.27 64 56.16 56.18 56.25
24 18.80 21.08 19.61 65 56.03 56.10 56.13
25 19.13 21.49 19.97 66 55.90 56.01 56.00
26 19.48 21.94 20.35 67 55.74 55.90 55.85
27 19.85 22.42 20.75 68 55.58 55.76 55.70
28 20.24 22.92 21.18 69 55.41 55.63 55.53
29 20.65 23.45 21.63 70 55.27 55.49 55.37
30 21.08 24.02 22.11 71 55.12 55.38 55.22
31 21.54 24.62 22.61 72 54.96 55.29 55.10
32 22.03 25.25 23.15 73 54.85 55.23 54.99
33 22.54 25.92 23.71 74 54.75 55.19 54.89
34 23.03 26.62 24.30 75 54.64 55.16 54.80
35 23.64 27.36 24.92 76 54.52 55.10 54.69
36 24.24 28.15 25.57 77 54.36 55.01 54.53
37 24.87 28.97 26.26 78 54.18 54.86 54.35
38 25.53 29.84 26.99 79 53.97 54.68 54.14
39 26.23 30.76 27.75 80 53.75 54.49 53.91
40 26.97 31.72 28.55

</TABLE>

<PAGE>

EXAMPLES

For the purposes of these examples, assume that a unisex, Age 35, non-smoker
purchases a $100,000 Certificate. In this example the Guideline Annual Premium
("GAP") equals $944.21. The maximum surrender charge is calculated as follows:

<TABLE>
<S> <C>
(1) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)

(2) Deferred Sales Charge $472.11
(50% x GAP)

---------
$1,322.11

Maximum Surrender Charge per Table (23.64 x 100) $2,364.00

During the first two Certificate years after the Date of Issue, the actual
surrender charge is the smaller of the maximum surrender charge and the
following sum:

(1) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)

(2) Deferred Sales Charge Varies
(not to exceed 30% of premiums received,
up to one GAP, plus 9% of premiums
received in excess of one GAP)
---------

Sum of (1) and (2)
</TABLE>

The maximum surrender charge is $1,322.11. All premiums are associated with the
initial Face Amount unless the Face Amount is increased.

EXAMPLE 1:

Assume the Certificate Owner surrenders the Certificate in the 10th Certificate
month, having paid total premiums of $900. The actual surrender charge would be
$1,120.

EXAMPLE 2:

Assume the Certificate Owner surrenders the Certificate in the 120th month.
Also assume that after the 24th Certificate month, the maximum surrender charge
decreases by 1/156 per month thereby reaching zero at the end of the 15th
Certificate year. In this example, the maximum surrender charge would be
$508.50.

<PAGE>

Part II

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

RULE 484 UNDERTAKING

Article VIII of Registrant's Bylaws provides: Each Director and each Officer of
the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the Corporation against
all expenses actually and necessarily incurred by him in the defense or
reasonable settlement of any action, suit, or proceeding in which he is made a
party by reason of his being or having been a Director or Officer of the
Corporation, including any sums paid in settlement or to discharge judgment,
except in relation to matters as to which he shall be finally adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of his duties as such Director or Officer; and the foregoing right
of indemnification or reimbursement shall not affect any other rights to which
he may be entitled under the Articles of Incorporation, any statute, bylaw,
agreement, vote of stockholders, or otherwise.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the 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, the 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 Act and will be governed by the final adjudication of
such issue.

RULE 6E-3(T) REPRESENTATIONS, DESCRIPTIONS AND UNDERTAKINGS

Registrant makes the following representations pursuant to the requirements of
Rule 6e-3(T) under the Investment Company Act of 1940:

A. Risk Charge

Pursuant to Rule 6e-3(T)(b)(13)(iii)(F)(1), Registrant represents that Rule 6e-
3(T)(b)(13)(iii)(F) has been relied upon in deducting charges for mortality
expense and risks assumed by SMA Life Assurance Company (the "Company").

Pursuant to Rule 6e-3(T)(b)(13)(iii)(F)(2), Registrant represents that the
mortality and expense risk charge is within the range of industry practice for
comparable flexible premium variable life insurance contracts. The methodology
used to support this representation is based upon an analysis of the mortality
and expense risk charges adopted under other flexible premium variable life
insurance contracts. Registrant undertakes to keep and make available to the
Commission on request the documents used to support the foregoing
representation.

<PAGE>

B. Distribution Costs

Pursuant to Rule 6e-3(T)(b)(13)(iii)(F)(4)(ii)(A), Registrant represents that
the Company has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the Registrant will benefit the Registrant
and contract holders and will keep and make available to the Commission on
request a memorandum setting forth the basis for this representation. Pursuant
to Section 6e-3(T)(b)(13)(iii)(F)(4)(ii)(B)(2), Registrant also represents that
it will invest only in management investment companies which have undertaken to
have a board of directors, a majority of whom are not interested persons of the
company, formulate and approve any plan under Rule 12b-1 under the Investment
Company Act of 1940 to finance distribution expenses.

CONTENTS OF THE REGISTRATION STATEMENT
--------------------------------------

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consists of________ pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484 under the Securities Act of 1933.
Representatives, descriptions and undertaking pursuant to Rule 6e-
3(T)(b)(13)(iii)(F) under the Investment Company Act of 1940 (the "1940
Act").
The signatures.

<PAGE>

Written consents of the following persons:

1. Price Waterhouse

2. Opinion of Counsel

The following exhibits:

1. Exhibit 1

(Exhibits required by paragraph A of the instructions to Form N-8B-2)

(1) Certified copy of Resolutions of the Board of Directors of the
Company of November 22, 1993 establishing the Group VEL Account
were previously filed with Registrant's initial Registration
Statement and are herein incorporated by reference.

(2) Not Applicable.

(3) (a) Form of Underwriting and Administrative Services Agreement
between the Company and Allmerica Investments, Inc. was
previously filed with Registrant's initial Registration
Statement and is herein incorporated by reference.

(b) Registered Representative Agreement and
Resident Sponsor Agreement of Allmerica
Investments, Inc. (formerly "SMA Equities,
Inc.") were previously filed by the Company
on June 3, 1987 Registration No. 33-14672,
and are incorporated herein by reference.

(4) Not Applicable.

(5) Forms of Policy and Policy riders were previously filed with
Registrant's initial Registration Statement and are herein
incorporated by reference.

(6) Organizational documents of the Company
as amended.

(7) Not Applicable.

(8) (a) Form of Participation Agreement with
Allmerica Investment Trust was previously
filed by the Company on June 3, 1987 in
Registration Statement No. 33-14672, and is
incorporated herein by reference.

(b) Form of Participation Agreement with
Variable Insurance Products Fund and
Variable Insurance Products Fund II was
previously filed by the Registrant,
Registration No. 33-14672, on June 3, 1987
and is incorporated herein by

<PAGE>

reference.

(c) Form of Participation Agreement with Delaware Group Premium
Fund, Inc. was previously filed by the Registrant,
Registration No. 33-44830 on December 27, 1991 and is
incorporated herein by reference.

(d) Form of Participation Agreement with T. Rowe Price
International Series, Inc. was previously filed with
Registrant's pre-effective amendment No. 1 and is herein
incorporated by reference.

(9) Not Applicable.

(10) Form of Application was previously filed with
Registrant's initial Registration Statement and is
herein incorporated by reference.

2. Form of Policy and Policy riders are included in Exhibit 1 above.

3. Opinion of Counsel.

4. Not Applicable.

5. Not Applicable.

6. Actuarial consent was previously filed on May 1, 1995 and is
incorporated herein by reference.

7. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under
the 1940 Act which includes conversion procedures pursuant to Rule
6e-3(T)(b)(13)(v)(B) was previously filed with Registrant's initial
Registration Statement and is herein incorporated by reference.

8. Consent of Independent Accountants.

9. AUV Calculation Services Agreement with the Shareholder Services Group
date March 31, 1995 was previously filed on May 1, 1995 and is
incorporataed by reference.

<PAGE>

FORMS S-6 EXHIBIT TABLE
-----------------------

Exhibit 1(6) Articles of Incorporation and Bylaws, as amended
Exhibit 3 Opinion of Counsel
Exhibit 8 Consent of Independent Accountants
<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 pre-effective amendment
to the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Worcester, and Commonwealth of Massachusetts, on the 25th day
of September, 1995. Registrant certifies that it meets the requirement of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to
its Registration Statement.

SMA LIFE ASSURANCE COMPANY
GROUP VEL ACCOUNT

Attest: /s/ Joseph W. MacDougall, Jr.
--------------------------------
Joseph W. MacDougall, Jr.
Vice President, Associate General Counsel
and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
- --------- ----- ----

/s/ Richard M. Reilly Director, President and September 25, 1995
- ----------------------- Chief Executive Officer ---------------
Richard M. Reilly

/s/ John F. O'Brien Director and Chairman of the
- ----------------------- Board
John F. O'Brien

/s/ Eric A. Simonsen Director, Vice President and
- ----------------------- Chief Financial Officer
Eric A. Simonsen

/s/ Mark R. Colborn Vice President and
- ----------------------- Controller
Mark R. Colborn

/s/ Richard J. Baker Director and Vice President
- -----------------------
Richard J. Baker

/s/ John F. Kelly Director
- -----------------------
John F. Kelly

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

SMA LIFE ASSURANCE COMPANY, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That at a meeting of the Board of Directors of SMA Life Assurance
Company resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:

RESOLVED: That the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "First" so that as amended said Article
shall be and read as follows: "THE NAME OF THE CORPORATION IS ALLMERICA
FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY."

SECOND: That at a meeting of the Board of Directors of SMA Life Assurance
Company resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:

RESOLVED: That effective October 1, 1995, and subject to the approval of the
Stockholder of the Company, the Certificate of Incorporation of SMA Life
Assurance Company, a Delaware corporation, shall be amended to add the following
as Article Tenth:

"A director or officer of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director or officer, except to the extent that exculpation from
liability is not permitted under the General Corporation Law of the State of
Delaware as in effect at the time such liability is determined. No amendment or
repeal of this paragraph shall apply to or have any effect on the liability of
alleged liability of any director or officer of the corporation for or with
respect to any acts or omissions of such director or officer occurring prior to
such amendment or repeal.

THIRD: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statue were voted in favor of the amendments.

<PAGE>

FOURTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FIFTH: That the capital of said corporation shall not be reduced or increased
by reason of said amendment.

SIXTH: That the effective date of said amendments shall be October 1, 1995.

In Witness Whereof, said SMA Life Assurance Company has caused its corporate
seal to be hereunto affixed and this certificate to be signed by Bradford K.
Gallagher, its President, and Abigail M. Armstrong, its Secretary, this 29th day
of June 1995.

By:
------------------------------------
President
(Corporate Seal)

By:
------------------------------------
Secretary
Attest:

__________________________

<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

***

American Variable Annuity Life Assurance Company, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of American Variable
Annuity Life Assurance Company resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as amended
said Article shall be and read as follows:

"The name of the corporation is SMA Life Assurance Company"

SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.

FIFTH: That the effective date of said amendment shall be January 1,
1982.

IN WITNESS WHEREOF, said American Variable Annuity Life Assurance Company
has caused its corporate seal to be hereunto affixed and this certificate to be
signed by John M. Quinlan, its President, and Sheila B. St. Hilaire, its
Secretary, this 28th day of September, 1981.

/s/ John M. Quinlen
----------------------------------
By: John M. Quinlan
President

/s/ Sheila B. St. Hilaire
---------------------------------
(CORPORATE SEAL) By: Sheila B. St. Hilaire
Secretary

ATTEST: Ralph L. Diller, Asst. Secretary

<PAGE>
CERTIFICATE OF INCORPORATION

AMERICAN VARIABLE ANNUITY LIFE ASSURANCE COMPANY, INC.

KNOW ALL MEN BY THESE PRESENTS: EXHIBIT A

That the following Certificate of Incorporation of AMERICAN VARIABLE ANNUITY
LIFE ASSURANCE COMPANY, INC. shall henceforth be, and constitute the Certificate
of Incorporation of said Corporation as follows:

First: The name of the Corporation is American Variable Annuity Life
Assurance Company, Inc.

Second: Its registered office in the State of Delaware is located at No. 229
South State Street, Dover, County of Kent. The registered agent in
charge thereof at such address is The Prentice-Hall Corporation
System, Inc.

Third: The nature of the business or objects or purposes to be transacted,
promoted, or carried on by the Corporation are as follows:

(a) The insuring of lives of persons and every insurance pertaining
thereto or connected therewith, including accident and health
insurance and the granting or disposing of annuities and the
transacting of disability insurance, whether on a group,
individual, franchise or reinsurance basis, and any other type of
insurance or other business which may be or hereafter be lawfully
conducted by legal reserve life insurance companies organized
under the laws of the State of Delaware. Any such business may be
transacted on a variable basis stated in terms of units or
otherwise but payable in lawful currency, or on a fixed basis
stated in terms of predetermined amounts of lawful currency; the
Corporation may transact any such business in Delaware or
elsewhere.

(b) The Directors of the Corporation shall have the power to segregate
and hold separate from the other funds and assets of the
Corporation premiums or other funds received from the sale of
various types and classes of policies and annuity contracts; the
amount held may be invested in such proportions and in such manner
as determined by the Board of Directors of the Corporation or by a
committee thereof; except as may otherwise by required under
Subsection (c) hereof. The assets held in such separate account
or accounts shall not be chargeable with liabilities arising out
of any other business the Corporation may conduct, but shall be
held and applied exclusively for the benefit of the holders or
beneficiaries of those variable annuity contracts or life
insurance policies with respect to which the account or accounts
have been established;

(c) If a separate account is registered with an Agency of the Federal
Government having jurisdiction over such separate account or
contracts issued in connection therewith, provisions may be made
in the rules and regulations for such separate account for voting
by
<PAGE>

owners of a separate account contracts with respect to the
election of a board of managers for such account, ratification of
the selection of auditors for such account by such board, approval
of investment advisory service contracts for such account, and
such other matters as may be required by applicable law.

Fourth: The authorized capital stock of the Corporation shall be 10,000 shares
of $1,000 par value per share. Stock authorized but not issued may be
issued for such consideration as shall be fixed from time to time by
the Board of Directors, but the consideration shall at all times be
not less than the par value of said shares. When shares of stock
shall be issued, and paid for in cash at the rate determined by the
Board of Directors, such shares shall thereafter be nonassessable.

Fifth: The names and places of residence of the incorporators are as follows:

Ralph L. Diller, 11 Notre Dame Street, Leominster, Massachusetts
01543;
Gaynelle G. Jones, 8 Wabon Street, Dorchester, Massachusetts 02121;
Marilyn G. Quattrocchi, Harris Avenue, Lincoln, Rhode Island 02865

Sixth: The powers of the incorporators shall terminate upon the filing of
this Certificate of Incorporation, and the initial Board of Directors
of the Corporation shall be composed of:

Harold E. Ahlquist 75 Birchwood Drive
Holden, Massachusetts 01520

W. Douglas Bell 50 Wyndhurst Drive
Holden, Massachusetts 01520

Norman C. Cross 35 Leominster Road
Lunenburg, Massachusetts 01420

Roland A. Erickson 20 Church Street
Greenwich, Connecticut 06830

Frederick Fedeli 22 High Street
Southboro, Massachusetts 01772

John H. Freese 85 Wyndhurst Drive
Holden, Massachusetts 01520

Ralph F. Gow 14 Monmouth Road
Worcester, Massachusetts 01609

Paul R. O'Connell 34 Drury Lane
Worcester, Massachusetts 01609

and they shall serve until the Annual Meeting of the Corporation to be
held on the second Wednesday of April, 1975 and until their successors
shall have been elected and qualified.

Seventh: The following additional provisions not inconsistent with law are
hereby established for the management, conduct, and regulation of the
business and officers of the Corporation, and for creating, limiting,
defining, and

<PAGE>

regulating the powers of the Corporation and of its directors and
stockholders:

(a) The affairs and business of the Corporation shall be managed and
controlled by a Board of Directors consisting of not less than
three (3).

(b) The Directors shall be elected in such number, for such terms, and
in such manner as shall be provided in the By-laws and any
Director of the Corporation may be removed at any annual or
special meeting of stockholders by the same vote as that required
to elect a Director.

(c) Meetings of stockholders may be held outside the State of Delaware
if the By-laws so provide, in such place as shall be designated in
the notice of meeting. Except as otherwise required by law, the
presence in person or by proxy of the holders of a majority of the
shares of stock entitled to vote shall constitute a quorum at any
meeting of stockholders.

Eighth: The Corporation shall have perpetual existence unless sooner
terminated by the affirmative vote of the holders of two-thirds (2/3)
of the issued and outstanding stock.

Ninth: These Articles of Incorporation may be amended by written
authorization of the holders of a majority of the shares of stock
outstanding and entitled to vote or by affirmative vote of such a
majority voting at a lawful meeting of such stockholders provided
notice given for such meeting includes due notice of the proposal to
amend.

We, the undersigned, for the purpose of forming a corporation under the laws of
the State of Delaware, do make, file, and record this Certificate, and do
certify that the facts herein stated are true; and we have accordingly hereunto
set our respective hands.

Dated at July 26, 1974.

Ralph L. Diller

Gaynelle G. Jones

Marilyn G. Quattrocchi

<PAGE>
Commonwealth of Massachusetts )
)ss
County of Worcester )

Be it remembered, that on this 26th day of July, 1974, there personally appeared
before me, the undersigned, a notary public, Ralph L. Diller, Gaynelle G. Jones,
Marilyn G. Quattrocchi, parties to the foregoing Certificate of Incorporation,
known to me personally to be such, and I having first made known to them and
each of them the contents of said Certificate, they did each severally
acknowledge that they signed, sealed, and delivered the same as their voluntary
act and deed, and each deposed that the facts therein stated were truly set
forth.

Given under my hand and seal of office the day of the year aforesaid.

Robert G. Juneau
Notary Public

My Commission Expires: May 30, 1980

<PAGE>

AGREEMENT OF MERGER

AMERICAN VARIABLE ANNUITY LIFE ASSURANCE COMPANY
(AN ARKANSAS COMPANY)

AND

AMERICAN VARIABLE ANNUITY LIFE ASSURANCE COMPANY, INC.
(A DELAWARE COMPANY)

This Agreement and Plan of Merger (hereinafter referred to as "Agreement")
made as of this 23rd day of September, 1974, between American Variable Annuity
Life Assurance Company (hereinafter referred to as AVA Co.), a stock insurance
company incorporated and existing under the laws of the State of Arkansas and
having its principal place of business in Little Rock, Arkansas, and American
Variable Annuity Life Assurance Company, Inc. (hereinafter referred to as AVA,
Inc.), a stock insurance company incorporated and existing under the laws of the
State of Delaware and having its registered office in Dover, Delaware and its
principal place of business in Worcester, Massachusetts. (Said companies being
sometimes hereinafter called "Constituent Companies").

Whereas, the purpose of this Agreement is to accomplish the transfer of the
domicile of AVA Co. from the State of Arkansas to the State of Delaware through
the utilization of the merger statutes of the respective states, and

Whereas, after full consideration, the Boards of Directors of the
Constituent Companies have deemed it is in the best interests of the Companies
and their shareholders that the Constituent Companies be merged as a single
company and the Surviving Company of said merger comprise the same business
enterprise as AVA Co.

WITNESSETH:

IN CONSIDERATION of the terms and of the mutual agreements, covenants, and
provisions herein contained, and pursuant to the laws of Arkansas and of
Delaware, this Agreement of Merger is made and entered into by and between the
Board of Directors of the said AVA Co. and the Board of Directors of the said
AVA, Inc., do hereby agree as follows:

(1) At the effective date and time set forth herein, AVA Co. is hereby
merged into and with AVA, Inc. with AVA, Inc. the surviving and continuing
company under the laws of the State of Delaware. At the effective date of
merger AVA, Inc. shall assume the name of American Variable Annuity Life
Assurance Company (hereinafter referred to as the "Surviving Company").

(2) The Surviving Company shall continue as a stock insurance company,
and shall have the objects and purposes stated in its Certificate of
Incorporation, Exhibit A annexed, and in general terms have the power and
authority to transact any business which AVA Co. is empowered and authorized to
transact, and shall have the authority to transact any business which domestic
life and health insurance companies are now or hereafter may be authorized to
transact under the laws of the State of Delaware.

(3) At the said effective date and time, and by operation of the
applicable

<PAGE>

laws and statutes of the State of Arkansas and the State of Delaware relating to
the merger of stock insurance corporations, all of the rights and assets of AVA
Co. including without limitation assets tangible and intangible, real and
personal, of whatsoever kind and character and wheresoever located, including
all separate accounts of AVA Co., shall become the assets of the Surviving
Company.

(4) At the effective date and time and by operation of the applicable
laws and statutes of the State of Arkansas and the State of Delaware, the
Surviving Company shall assume and shall be liable and responsible for any and
all of the legal liabilities and legal obligations of AVA Co. then outstanding,
including without limitation, all liabilities for taxes, all liabilities under
insurance contracts theretofore issued or then on binder, and all other legal
liabilities and obligations of AVA Co.

(5) Prior to the merger, the Board of Directors of AVA, Inc. shall
adopt a resolution to be effective at the time of the merger providing that such
separate account or accounts as may be established and maintained by AVA Co. at
the time of the merger shall be deemed to be separate accounts of the Surviving
Company pursuant to the provisions of Delaware law and that the existence of
such separate account or accounts shall continue uninterrupted.

(6) The Surviving Company, through its appropriate officers and
directors, is hereby authorized in the name of either of the Constituent
Companies or in its own name, to execute, acknowledge, and deliver all
instruments of further assurance and to do all other such acts or things as it
may, at any time, deem necessary or desirable to vest in the Surviving Company
any property or rights of any of the merged corporations, or to carry out any of
the purposes expressed in this Agreement.

(7) The registered office of the Surviving Company in Delaware shall be
in Dover, County of Kent, Delaware. The principal office of the Surviving
Company shall be in the City of Worcester, in the County of Worcester,
Massachusetts.

(8) The present By-Laws of AVA, Inc. set forth in Exhibit 3, shall be
the By-Laws of the Surviving Company unless and until altered, amended or
repealed in the manner therein provided.

(9) All shares if authorized and outstanding capital stock of AVA,
Inc., such stock being owned in its entirety AVA Co., shall be cancelled on the
effective date of the merger.

(10) All shares of authorized and outstanding capital stock of AVA Co.
owned in its entirety by State Mutual Life Assurance Company of America, shall
be cancelled effective the date of the merger and stock of the Surviving Company
shall be issued to State Mutual in amounts equivalent to the stock owned in AVA
Co. prior to the merger.

(11) The Constituent Companies agree to do and perform each and every
act required by the laws of Delaware and Arkansas to effectuate such merger.

(12) The proper officers of the respective companies hereto are
authorized and directed from time to time, as the occasion may arise, to do all
acts and to execute and acknowledge all affidavits, deeds, contracts,
assurances, assignments and instruments in writing, and to sign and deliver all
checks on the bank accounts of the respective parties hereto, and do anything
else deemed necessary or proper to

<PAGE>

carry out the provisions of this Agreement, and to affix the corporate seals of
the respective parties to any such instrument in writing.

(13) The merger shall become effective at the close of business December
31, 1974.

(14) In order to clarify the intention of the parties hereto or to
effect or facilitate the filing, recording or official approval of this
Agreement and Plan of Merger and the consummation hereof in accordance with the
purpose and intent of this Agreement, any of the terms or conditions of this
Agreement may be, at any time prior to the merger, amended by mutual agreement
of the Constituent Companies by action duly taken by the respective Boards of
Directors.

(15) This Agreement shall be contingent upon approval by the
shareholders of the Constituent Companies and upon approval by a majority of the
variable annuity contract owners of AVA Co. as the term majority is defined in
the By-Laws and Regulations of its separate account American Variable Annuity
Fund.

(16) This Agreement shall be and become void and of no effect and the
merger contemplated hereby shall be deemed to be abandoned if a majority of the
Board of Directors of either Constituent Companies, at a meeting thereof duly
called and held, shall be resolution deem that it is inadvisable to consummate
the merger.

(17) This Agreement shall further be contingent upon obtaining necessary
approval from the Commissioners of Insurance in the States of Arkansas and
Delaware and the approval of the appropriate governmental regulatory agencies.

(18) No director or officer of either of the Constituent Companies or of
any parent corporation or subsidiary insurer, shall receive any fee, commission,
other compensation or valuable consideration whatever other than regular salary
directly or indirectly, for in any manner aiding, promoting or assisting in the
merger.

(19) Without further action of the shareholders of AVA Co. or AVA, Inc.
or the Boards of Directors of the Constituent Companies, the officers of the
Surviving Company shall be the officers of AVA, Inc. immediately prior to the
merger and there shall be eight initial directors of the Surviving Company whose
names and addresses are as follows:

Harold E. Ahlquist, Jr. Member
75 Birchwood Drive
Holden MA 01520

W. Douglas Bell Chairman
50 Wyndhurst Drive
Holden MA 01520

Norman C. Cross Member
38 Dusty Miller Road
Falmouth MA 02540

Roland A. Erickson Member
101 M Lewis Street
Greenwich CT 06830

<PAGE>

Frederick Fedeli Member
22 High Street
Southboro MA 01772

John H. Freese Member
85 Wyndhurst Drive
Holden MA 01520

Ralph F. Gow Member
14 Monmouth Road
Worcester MA 01609

Paul R. O'Connell Member
34 Drury Lane
Worcester MA 01609

IN WITNESS WHEREOF, American Variable Annuity Life Assurance Company and
American Variable Annuity Life Assurance Company, Inc. have caused this
Agreement to be executed in their corporate names by their respective officers
and who by majorities of their Boards of Directors on this 23rd day of
September, 1974.

AMERICAN VARIABLE ANNUITY LIFE
ASSURANCE COMPANY

(Corporate Seal) By: John H. Freese, President

Attest: Ralph L. Diller, Secretary

Directors of American Variable Annuity Life Assurance Company:

Harold E. Ahlquist, Jr. Frederick Fedeli

W. Douglas Bell John H. Freese

Norman C. Cross Ralph G. Gow

Roland A. Erickson Paul R. O'Connell

AMERICAN VARIABLE ANNUITY LIFE
ASSURANCE COMPANY, INC.

/s/ John H. Freese
--------------------------------
(Corporate Seal) By: John H. Freese, President

Attest: Ralph L. Diller, Secretary

<PAGE>

Directors of American Variable Annuity Life Assurance Company, Inc.:

Harold E. Ahlquist, Jr. Frederick Fedeli

W. Douglas Bell John H. Freese

Norman C. Cross Ralph F. Gow

Roland A. Erickson Paul R. O'Connell

<PAGE>

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

AMERICAN VARIABLE ANNUITY LIFE ASSURANCE COMPANY

INTO

AMERICAN VARIABLE ANNUITY LIFE ASSURANCE COMPANY, INC.

American Variable Annuity Life Assurance Company, a corporation organized under
the laws of the State of Arkansas does hereby certify:

FIRST: That it was organized pursuant to the provisions of the Arkansas
Insurance Laws on the 23rd day of January, 1967.

SECOND: That it owns all of the outstanding shares of capital stock of
American Variable Annuity Life Assurance Company, Inc., a corporation organized
pursuant to the provisions of the General Corporation Laws of the State of
Delaware on the 26th day of July, 1974.

THIRD: That its Board of Directors at a meeting held on the 30th day of July,
1974 determined to merge the Corporation into said American Variable Annuity
Life Assurance company, Inc. and did adopt the following resolution:

"RESOLVED: That subject to the approval of State Mutual Life
Assurance Company of America as the sole shareholder of the
company and the approval of the company's variable annuity
contract owners, the company enter into a merger agreement with
its wholly owned subsidiary, American Variable Annuity Life
Assurance Company, Inc. effective with the close of business,
December 31, 1974. The appropriate officers of the company are
hereby authorized to execute the merger agreement substantially
in the form attached hereto and take whatever action may be
necessary to carry out the terms of said merger agreement."

FOURTH: That the attached copy of the Agreement of Merger is the same as that
approved and authorized by resolution of the Board of Directors of the Company
on July 30,1974.

FIFTH: That the sole stockholder of the Company, State Mutual Life Assurance
Company of America, at a stockholder meeting duly called and held on August 16,
1974 for the purpose of approving the merger voted to approve the merger of the
Company into its wholly owned subsidiary, American Variable Annuity Life
Assurance Company, Inc. pursuant to the Agreement of Merger as authorized by the
Board of Directors of the Company on July 30, 1974.

SIXTH: That pursuant to the Agreement of Merger approved and authorized by
the Company's Board of Directors, the merger of American Variable Annuity Life
Assurance Company into American Variable Annuity Life Assurance Company, Inc.
shall be effective at the close of business December 31, 1974.

SEVENTH: That pursuant to the Agreement of Merger approved and authorized by
the Company's Board of Directors, the surviving company shall, effective with
the

<PAGE>

merger, assume the name American Variable Annuity Life Assurance Company.

IN WITNESS WHEREOF, said American Variable Annuity Life Assurance Company, has
caused this Certificate of Ownership and Merger to be signed by John H. Freese,
its President, and Ralph L. Diller, its Secretary, and its corporate seal to be
affixed thereto this 5th day of December, A.D. 1974.

AMERICAN VARIABLE ANNUITY LIFE
ASSURANCE COMPANY

By: /s/ John H. Freese
--------------------------------
President

By: /s/ Ralph L. Diller
--------------------------------
Secretary

(CORPORATE SEAL)

<PAGE>

STATE OF MASSACHUSETTS

COUNTY OF WORCESTER

BE IT REMEMBERED that on this 5th day of December, 1974, personally came
before me, a Notary Public in and for the County and State aforesaid, John H.
Freese, President and Ralph L. Diller, Secretary of American Variable Annuity
Life Assurance Company, a corporation of the State of Arkansas, and they duly
executed said certificate before me and severally acknowledged the said
certificate to be their act and deed and the act and deed of said corporation
and the facts stated therein are true; that the signatures of the said officers
are in the handwriting of each of said officers respectively; and that the seal
affixed to said certificate is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.

Ethel Demark
Notary Public

(SEAL)
<PAGE>
BYLAWS
of
Allmerica Financial Life Insurance and Annuity Company
(Effective October 1, 1995)

ARTICLE I
Meetings of Stockholders

1. The Annual Meeting shall be held on the second Wednesday of April of each
year but if that day is a legal holiday at the place of meeting, the meeting
shall be held on the next following business day not a holiday. If more than
fifteen months are allowed to elapse without an annual stockholders' meeting
being held, any stockholder may call such a meeting to be held. The place of
any Annual Meeting may be outside of the State of Delaware and shall be fixed
from time to time by the Board of Directors.

2. The business to be transacted at the Annual Meeting shall be the election
of Directors, to receive and consider reports of the Corporation's Officers, and
such other business as shall properly be brought before the meeting.

3. At least ten days notice of each Annual Meeting, unless waived in writing,
stating the place, day, and hour thereof shall be given by the Secretary to each
stockholder by mailing postage prepaid to his address as it appears on the
Corporation's books; and no amendments to the Corporation's Articles of
Incorporation may be made at any meeting of the stockholders unless the proposal
to so amend is included in the notice of the meeting.

4. At any time upon written request of the President, any Director, or
stockholders holding in the aggregate one-third of the voting rights of all
stock outstanding, it shall be the duty of the Secretary to call a special
meeting of stockholders to be held at any such time as the Secretary may fix in
the written notice thereof, not less than five nor more than sixty days after
the receipt of request. If the Secretary fails to issue such call, the Director
or stockholders making the request may do so. The notice shall state the
purpose of the meeting and no business of which notice is not so given shall be
transacted at such meeting.

5. The presence in person or by proxy of the holders of the majority of the
shares of stock outstanding and entitled to vote shall constitute a quorum. The
stockholders present at a duly organized meeting can continue to do business
until adjournment notwithstanding the withdrawal of stockholders leaving less
than a quorum.

<PAGE>

6. If a meeting cannot be organized because a quorum has not attended, those
present may adjourn the meeting to such time as they may determine, but in the
case of any meeting called for the election of any Director, the adjournment
must be to the next day and those who attend the adjourned meeting although less
than a quorum as otherwise provided herein shall nevertheless constitute a
quorum for the purpose of electing a Director.

7. If any necessary Officer fails to attend a stockholders' meeting any
stockholder present may be elected to act temporarily in lieu of such absent
Officer.

8. An annual or special meeting of stockholders may be adjourned to another
date without new notice being given.

9. Any action required or permitted to be taken at any annual meeting or
special meeting of the stockholders may be taken without a meeting, without
prior notice, if a consent in writing setting forth the actions so taken is
signed by the holders of all of the outstanding stock of the Company.

ARTICLE II
Stockholders Voting and Other Rights

1. At each meeting of stockholders and upon each proposal presented at each
meeting each stockholder of record shall be entitled to one vote for each share
of stock standing in his name on the books of the Corporation on the record date
as hereafter established.

2. A stockholder may vote or be represented at any stockholders' meeting in
person or by written proxy, which may be revoked at will. The revocation of a
proxy shall not be effective until written notice thereof has been filed with
the Secretary of the Corporation.

3. Unless otherwise provided by law, the Articles of Incorporation, or these
Bylaws, all questions shall be determined by the holders of a majority of the
capital stock voting thereon.

4. The following shall be referred to as a record event:
(a) a meeting of stockholders,
(b) the payment of any dividend,
(c) the allotment of rights,
(d) a change, conversion, or exchange of capital stock.

-2-
<PAGE>

ARTICLE III
Directors

1. The number of Directors which shall constitute the whole Board shall be not
less than three nor more than fifteen. The Directors shall be elected at the
Annual Meeting of Stockholders except as hereinafter provided, and each Director
elected shall hold office for one year or until his successor is elected and
qualified. The Directors need not be stockholders or residents of the State of
Delaware.

2. Vacancies in the Board of Directors may be filled by the remaining members
of the Board, and each person so elected shall be a Director until his successor
is elected by the stockholders at the next Annual Meeting of Stockholders or at
any special meeting of stockholders called for that purpose and held prior to
such Annual Meeting.

3. The Board of Directors may establish the position of Chairman of the Board
and Vice Chairman of the Board and shall choose from among its members for such
positions. The Chairman of the Board as so chosen shall preside at meetings of
the Board and perform such other duties as are assigned to him by the Board. If
the Chairman is absent or unable to discharge the duties of his office, the Vice
Chairman may act in his stead.

4. The Board of Directors shall determine the amount of any expense
reimbursement or remuneration to be paid to its members for attendance at
meetings.

ARTICLE IV
Meetings of the Board of Directors

1. The Board of Directors may hold meetings, both regular and special, either
within or without the State of Delaware.

2. The Board of Directors shall hold an organizational meeting immediately
after the Annual Meeting of Stockholders or at such time as may be fixed by
written consent of a majority of all Directors or by notice given by the
President or Secretary.

3. Regular meetings of the Board of Directors may be held without notice at
such time and at such place as shall from time to time be determined by
resolution of the Board of Directors.

4. Special meetings of the Board may be called by the President on five days
notice to each Director. Special meetings shall be called by the President or
Secretary on like notice on the written request of a majority of the entire
Board of Directors. The notice shall indicate the purpose, time, and place of
the special meeting.

-3-
<PAGE>

5. At the meeting of the Board, a majority or five of the Directors, whichever
is less, shall constitute a quorum for the transaction of business. The
concurrence of a majority of Directors present at any meeting at which there is
a quorum shall constitute the act of the Board of Directors except as may be
otherwise provided by law.

6. Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if written
consent thereto is signed by all members of the Board or such Committee, as the
case may be, and such written consent is filed with the minutes of the
proceedings of the Board or Committee.

ARTICLE V
Committees

1. The Board of Directors may elect, from its membership, a Finance Committee
of not less than five Directors, who shall have charge of the investment, sale,
loan, or deposit of funds under the ownership, direction, or control of the
Corporation.

2. The Board may also appoint from its own members, and where permitted by
law, from the Officers and/or employees, other standing committees and temporary
committees, vesting such committees with such powers and prescribing such duties
as the Board shall determine.

3. Each Committee shall keep regular minutes of its meetings and cause them to
be recorded in books to be kept for that purpose and shall report to the Board
from time to time as the Board may request.

ARTICLE VI
Officers

1. The Board of Directors shall choose a President, who shall be a Director, a
Secretary, and a Treasurer. The Directors may also choose one or more Vice
Presidents, Assistant Secretaries, and Assistant Treasurers and such other
Officers as may be deemed necessary. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

2. Any person may hold two (2) or more offices, except that the President
shall not be also the Secretary or Assistant Secretary.

3. The Officers shall hold office for one year and until their successors are
elected and qualified but the Board may remove any officer at will.

-4-
<PAGE>

ARTICLE VII
Duties of Officers

1. The Chief Executive Officer of the Corporation shall be the Chairman of the
Board, or the President, as determined by the Directors, and shall, subject to
the Board of Directors, direct and manage the affairs of the Corporation. If
the Chairman of the Board and Vice Chairman of the Board are both absent or
unable to discharge their duties, the President may fulfill the duties of the
Chairman of the Board.

2. If the President is absent or unable to discharge the duties of his office,
a Vice President may act in his stead. The Chairman of the Board, if he is the
Chief Executive Officer, the President, or any one of the Vice Presidents shall
have the authority to transfer securities, execute releases, extensions, partial
releases, or assignments without recourse of mortgages, to execute deeds and
other instruments or documents, including contracts or insurance and annuities,
on the part of the Company and whenever necessary to affix the Seal of the
Company to the same. The Chairman of the Board, the President, or any Vice
President may, whenever necessary, delegate this authority to perform any of the
acts referred to in this paragraph to any person pursuant to a special power-of-
attorney.

3. The Secretary shall keep a list of stockholders and of the number of shares
standing in the name of each and a record of the transfers thereof. He shall
keep a record of the votes and all other proceedings of all meetings of the
Directors and stockholders; and such other books and records as the Chief
Executive Officer or Directors may require. He shall give, or cause to be
given, notice of all meetings of stockholders and special meetings of the Board
of Directors. He shall have custody of the corporate records and Corporate Seal
and shall have the authority to affix the same to any instrument requiring it;
and when so affixed, it may be attested by his signature or the signature of an
Assistant Secretary; he shall also perform all acts usually incident to the
office of Secretary.

4. If the Secretary is absent or unable to discharge the duties of his office,
an Assistant Secretary may act.

5. The Treasurer shall have charge of all monies and securities of the
Company; and he shall collect all profits from investments which the Company
records establish to be due.

6. The Treasurer shall have authority to transfer securities, to execute
releases, extensions, partial releases, and assignments without recourse of
mortgages, to execute deeds and other instruments or documents on behalf of the
Company, and whenever necessary, to affix the Seal of the Company to the same.
He shall have the power to vote on behalf of the Company in any case where

-5-

<PAGE>

the Company as the holder of any securities had the authority to vote.

7. If the Treasurer is absent or unable to discharge the duties of his office,
an Assistant Treasurer may act.

ARTICLE VIII
Indemnification of Directors and Officers

Each Director and each Officer of the Corporation, whether or not in
office, (and his executors or administrators), shall be indemnified or
reimbursed by the Corporation against all expenses actually and necessarily
incurred by him in the defense or reasonable settlement of any action, suit, or
proceeding in which he is made a party by reason of his being or having been a
Director or Officer of the Corporation, including any sums paid in settlement or
to discharge judgment, except in relation to matters as to which he shall be
finally adjudged in such action, suit, or proceeding to be liable for negligence
or misconduct in the performance of his duties as such Director or Officer; and
the foregoing right of indemnification or reimbursement shall not affect any
other rights to which he may be entitled under the Articles of Incorporation,
any statute, bylaw, agreement, vote of stockholders, or otherwise.

ARTICLE IX
Notice

Whenever any notice is required to be given under the provisions of
statutes, the Articles of Incorporation, or these Bylaws, a waiver thereof, in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute a waiver of notice
unless attendance is for the purpose of objecting to the transaction of
business.

ARTICLE X
Corporate Seal

The Corporation's Corporate Seal shall contain the words, "Allmerica
Financial Life Insurance and Annuity Company," surrounding the words, "Corporate
Seal," and the same may be altered by the Board of Directors.

-6-
<PAGE>

ARTICLE XI
Amendment

These Bylaws may be amended or repealed by the Directors or by majority
vote of the shares of stock outstanding and entitled to vote.

I hereby certify that the foregoing is a true copy of the Bylaws of said
Company in force on this date.

WITNESS my hand and the seal of said Company at Worcester, Massachusetts,
this _____ day of ________________, 19___.

____________________________
Secretary

(SEAL)

-7-

<PAGE>

EXHIBIT 9
September 25, 1995
SMA Life Assurance Company
440 Lincoln Street
Worcester MA 01653

Gentlemen:

In my capacity as Counsel of SMA Life Assurance Company (the "Company"), I have
participated in the preparation of the Post-Effective Amendment to the
Registration Statement for the Group VEL Account on Form S-6 under the
Securities Act of 1933 with respect to the Company's group flexible premium
variable life insurance policies.

I am of the following opinion:

1. The Group VEL Account is a separate account of the Company validly existing
pursuant to the Delaware Insurance Code and the regulations issued
thereunder.

2. The assets held in the Group VEL Account equal to the reserves and other
policy liabilities of the Policies which are supported by the Group VEL
Account are not chargeable with liabilities arising out of any other
business the Company may conduct.

3. The group flexible premium variable life insurance policies, when issued in
accordance with the Prospectus contained in the Registration Statement and
upon compliance with applicable local law, will be legal and binding
obligations of the Company in accordance with their terms and when sold
will be legally issued, fully paid and non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate. I hereby consent to the filing of this opinion as an exhibit to
the Post-Effective Amendment to the Registration Statement of the Group VEL
Account on Form S-6 filed under the Securities Act of 1933.

Very truly yours,
/s/ Sheila B. St. Hilaire
Sheila B. St. Hilaire
Counsel

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-6 of our
report dated February 13, 1995, relating to the financial statements of SMA Life
Assurance Company which appears in such Prospectus. We also consent to the
reference to us under the heading "Independent Accountants" in such Prospectus.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
September 25, 1995