ALLMERICA SELECT SEP ACCT II OF ALLMERICA FIN LIFE INS CO, 485BPOS, 1997-04-30

ALLMERICA SELECT SEP ACCT II OF ALLMERICA FIN LIFE INS CO
485BPOS, 1997-04-30

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Registration No. 33-83604

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
N-8B-2

POST-EFFECTIVE AMENDMENT NO. 3

ALLMERICA SELECT SEPARATE ACCOUNT II OF ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
440 Lincoln Street
Worcester MA 01653
(Address of Principal Executive Office)

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

It is proposed that this filing will become effective:

___ immediately upon filing pursuant to paragraph (b)

_X_ on May 1, 1997 pursuant to paragraph (b)

___ 60 days after filing pursuant to paragraph (a)(1)

___ on (date) pursuant to paragraph (a)(1)

___ on (date) pursuant to paragraph (a)(2) of Rule 485.

The Registrant has elected to register an indefinite number of its securities
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
company Act of 1940. A Rule 24f-2 Notice for Registrant's last fiscal year was
filed February 27, 1997.

<PAGE>

RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8b-2 AND THE PROSPECTUS

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

1 ............................. Cover Page
2 ............................. Cover Page
3 ............................. Not Applicable
4 ............................. Distribution
5 ............................. Allmerica Financial; The Variable Account
6 ............................. The Variable Account
7 ............................. Not Applicable
8 ............................. Not Applicable
9 ............................. Legal Proceedings
10 ............................ Summary; Description of the Company, The
Variable Account, the Trust, VIP and
T. Rowe Price; The Policy; Policy Termination
and Reinstatement; Other Policy Provisions
11 ............................ Summary; The Trust; VIP; T. Rowe Price;
Investment Objectives and Policies
12 ............................ Summary; The Trust; VIP; T. Rowe Price
13 ............................ Summary; The Trust; VIP; T. Rowe Price;
Investment Advisory Services to the
Trust; Investment Advisory Services to VIP;
Investment Advisory Services to
T. Rowe Price; Charges and Deductions
14 ............................ Summary; Application for a Policy
15 ............................ Summary; Application for a Policy;
Payments; Allocation of Net Payments
16 ............................ The Variable Account; The Trust; VIP; T. Rowe
Price; Payments; Allocation of Net Payments
17 ............................ Summary; Surrender; Partial Withdrawal;
Charges and Deductions; Policy
Termination and Reinstatement
18 ............................ The Variable Account; The Trust; VIP; T. Rowe
Price; Payments
19 ............................ Reports; Voting Rights
20 ............................ Not Applicable
21 ............................ Summary; Policy Loans; Other Policy Provisions
22 ............................ Other Policy Provisions
23 ............................ Not Required
24 ............................ Other Policy Provisions
25 ............................ Allmerica Financial
26 ............................ Not Applicable
27 ............................ Allmerica Financial
28 ............................ Directors and Principal Officers of the Company
29 ............................ Allmerica Financial
30 ............................ Not Applicable
31 ............................ Not Applicable
32 ............................ Not Applicable
33 ............................ Not Applicable
34 ............................ Not Applicable
35 ............................ Distribution
36 ............................ Not Applicable

<PAGE>

37 ............................ Not Applicable
38 ............................ Summary; Distribution
39 ............................ Summary; Distribution
40 ............................ Not Applicable
41 ............................ Allmerica Financial, Distribution
42 ............................ Not Applicable
43 ............................ Not Applicable
44 ............................ Payments; Policy Value and Cash
Surrender Value
45 ............................ Not Applicable
46 ............................ Policy Value and Cash Surrender Value;
Federal Tax Considerations
47 ............................ Allmerica Financial
48 ............................ Not Applicable
49 ............................ Not Applicable
50 ............................ The Variable Account
51 ............................ Cover Page; Summary; Charges and Deductions;
The Policy; Policy Termination and
Reinstatement; Other Policy 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>
INDIVIDUAL FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
FUNDED THROUGH
ALLMERICA SELECT SEPARATE ACCOUNT II

Allmerica Select Separate Account II is a separate investment account of
Allmerica Financial Life Insurance and Annuity Company. Allmerica Financial
issues the individual flexible payment variable life insurance policies
described in this prospectus ("Policies"). The Policies permit allocations to up
to seven of the following funds of Allmerica Investment Trust ("Trust"),
Variable Insurance Products Fund ("VIP") and T. Rowe Price International Series,
Inc. ("T. Rowe Price"):

<TABLE>
<CAPTION>
FUND MANAGER
- ---------------------------------------------- -----------------------------------------------------
<S> <C>
Select International Equity Fund Bank of Ireland Asset Management (U.S.) Limited
T. Rowe Price International Stock Portfolio Rowe Price-Fleming International, Inc.
Select Aggressive Growth Fund Nicholas-Applegate Capital Management, L.P.
Select Capital Appreciation Fund Janus Capital Corporation
Select Growth Fund Putnam Investment Management, Inc.
Fidelity VIP Growth Portfolio Fidelity Management and Research Company
Select Growth and Income Fund John A. Levin & Co., Inc.
Fidelity VIP Equity-Income Portfolio Fidelity Management and Research Company
Fidelity VIP High Income Portfolio Fidelity Management and Research Company
Select Income Fund Standish, Ayer & Wood, Inc.
Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

Policy owners may, within limits, choose the amount of initial payment and vary
the frequency and amount of future payments. The Policy allows partial
withdrawals and full surrender of the Policy's surrender value, within limits.
The Policies are not suitable for short-term investment because of the
substantial nature of the surrender charge. If you think about surrendering the
Policy, consider the lower deferred sales charges that apply during the first
two years from the date of issue or an increase in face amount.

IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH THE POLICY. THIS
PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES OF
ALLMERICA INVESTMENT TRUST, VARIABLE INSURANCE PRODUCTS FUND AND
T. ROWE PRICE INTERNATIONAL SERIES, INC. FIDELITY VIP HIGH
INCOME PORTFOLIO INVESTS IN HIGHER YIELDING, HIGHER
RISK, LOWER RATED DEBT SECURITIES (SEE
"INVESTMENT OBJECTIVES AND POLICIES").
INVESTORS SHOULD RETAIN A COPY OF
THIS PROSPECTUS FOR FUTURE
REFERENCE.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES COMMISSIONS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

DATED MAY 1, 1997
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS 4
SUMMARY 7
PERFORMANCE INFORMATION 14
DESCRIPTION OF ALLMERICA FINANCIAL, THE VARIABLE ACCOUNT,
THE TRUST, VIP AND T. ROWE PRICE 18
INVESTMENT OBJECTIVES AND POLICIES 19
INVESTMENT ADVISORY SERVICES 20
THE POLICY 21
Application for a Policy 21
Free-Look Period 22
Conversion Privilege 23
Payments 23
Allocation of Net Payments 23
Transfer Privilege 24
Death Benefit 25
Level Option and Adjustable Option 25
Change to Level Option or Adjustable Option 27
Change in Face Amount 27
Policy Value 28
Payment Options 29
Optional Insurance Benefits 29
Surrender 29
Partial Withdrawal 30
Paid-up Insurance Option 30
CHARGES AND DEDUCTIONS 31
Payment Expense Charge 31
Monthly Insurance Protection Charges 31
Charges Against or Reflected in the Assets of the Variable Account 33
Surrender Charge 34
Partial Withdrawal Costs 34
Transfer Charges 35
Charge For Change in Face Amount 35
Other Administrative Charges 35
POLICY LOANS 36
Preferred Loan Option 36
Loan Interest Charged 36
Repayment of Outstanding Loan 36
Effect of Policy Loans 37
Policies Issued in Connection with TSA Plans 37
POLICY TERMINATION AND REINSTATEMENT 37
Termination 37
Reinstatement 38
OTHER POLICY PROVISIONS 39
Policy Owner 39
Beneficiary 39
Assignment 39
Limit on Right to Challenge Policy 39
Suicide 39
Misstatement of Age or Sex 39
Delay of Payments 40
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
FEDERAL TAX CONSIDERATIONS 40
Allmerica Financial and the Variable Account 40
Taxation of the Policies 40
Policy Loans 41
Policies Issued in Connection with TSA Plans 41
Modified Endowment Policies 42
VOTING RIGHTS 42
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY 43
DISTRIBUTION 43
SERVICES 44
REPORTS 44
LEGAL PROCEEDINGS 44
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS 45
FURTHER INFORMATION 45
MORE INFORMATION ABOUT THE FIXED ACCOUNT 45
General Description 46
Fixed Account Interest 46
Transfers, Surrenders, Partial Withdrawals and Policy Loans 46
INDEPENDENT ACCOUNTANTS 46
FINANCIAL STATEMENTS F-1
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS A-2
APPENDIX C -- PAYMENT OPTIONS A-3
APPENDIX D -- ILLUSTRATIONS A-4
APPENDIX E -- COMPUTING MAXIMUM SURRENDER CHARGES A-10
</TABLE>

3
<PAGE>
SPECIAL TERMS

AGE: how old the Insured is on the birthday closest to a Policy anniversary.

ALLMERICA FINANCIAL: Allmerica Financial Life Insurance and Annuity Company.
"We," "our" and "us" refer to Allmerica Financial in this Prospectus.

BENEFICIARY: the person or persons you name to receive the net death benefit
when the Insured dies.

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

DEATH BENEFIT: the amount payable when the Insured dies prior to the final
payment date, before deductions for any outstanding loan and partial
withdrawals, partial withdrawal costs and due and unpaid monthly insurance
protection charges.

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

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

FINAL PAYMENT DATE: the Policy anniversary nearest the Insured's 95th birthday.
After this date, no payments may be made and the net death benefit is the policy
value less any outstanding loan.

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

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

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

GUIDELINE ANNUAL PREMIUM: used to compute the maximum surrender charge and
illustrate accumulations in Appendix D. The guideline annual premium is the
annual amount that would be payable through the final payment date for the
specified Level Option death benefit. We assume that:

- The timing and amount of payments are fixed and paid at the start
of the Policy year

- Monthly insurance protection charges are based on the Commissioners
1980 Standard Ordinary Mortality Tables, Smoker or Non-Smoker
(Mortality Table B for unisex policies)

- Net investment earnings are at an annual effective rate of 5.0%

- Fees and charges apply as set forth in the Policy and any Policy
riders

GUIDELINE MINIMUM SUM INSURED: the minimum death benefit required to qualify the
Policy as "life insurance" under federal tax laws. The guideline minimum sum
insured is the PRODUCT of:

- The policy value TIMES

- A percentage based on the Insured's age

INSURANCE PROTECTION AMOUNT: the death benefit less the policy value.

ISSUANCE AND ACCEPTANCE: the date we mail the Policy if the application or
enrollment form is approved with no changes requiring your consent; otherwise,
the date we receive your written consent to any changes.

4
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LOAN VALUE: the maximum amount you may borrow under the Policy.

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

MONTHLY PROCESSING DATE: the date, shown in your Policy, when monthly insurance
protection charges are deducted.

NET DEATH BENEFIT: Before the Final Payment Date, the net death benefit is:

- The death benefit under either the Level Option or Adjustable
Option MINUS

- Any outstanding loan on the Insured's death and partial
withdrawals, partial withdrawal costs and due and unpaid monthly
insurance protection charges

After the final payment date, the net death benefit is:

- The policy value MINUS

- Any outstanding loan

NET PAYMENT: your payment less a payment expense charge.

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

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

POLICY CHANGE: any change in the Face Amount, the addition or deletion of a
rider, or a change in death benefit option (Level Option or Adjustable Option).

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

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

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

- Accumulation in the fixed account credited to the Policy

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

PRINCIPAL OFFICE: our office at 440 Lincoln Street, Worcester, Massachusetts
01653.

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

SUB-ACCOUNT: a subdivision of the variable account investing exclusively in the
shares of a fund.

SURRENDER VALUE: the amount payable on a full surrender. It is the policy value
less any outstanding loan and surrender charges.

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

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

5
<PAGE>

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

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

- Other days (other than a day during which no payment, partial
withdrawal or surrender of a Policy was received) when there is a
sufficient degree of trading in a fund's portfolio securities so
that the current net asset value of the sub-accounts may be
materially affected

VALUATION PERIOD: the interval between two consecutive valuation dates.

VARIABLE ACCOUNT: Allmerica Select Separate Account II, one of our separate
investment accounts.

WRITTEN REQUEST: your request in writing, satisfactory to us, received at our
principal office.

6
<PAGE>
SUMMARY

WHAT IS THE POLICY'S OBJECTIVE?

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

- A net death benefit that can protect your family

- Payment options that can guarantee an income for life

- A personalized investment portfolio

- Experienced professional investment advisers

- Tax deferral on earnings

While the Policy is in force, it will provide:

- Life insurance coverage on the Insured

- Policy value

- Surrender rights and partial withdrawal rights

- Loan privileges

- Optional insurance benefits available by rider

The Policy combines features and benefits of traditional life insurance with the
advantages of professional money management. However, unlike the fixed benefits
of ordinary life insurance, the policy value and the Adjustable Option death
benefit will increase or decrease depending on investment results. Unlike
traditional insurance policies, the Policy has no fixed schedule for payments.
Within limits, you may make payments of any amount and frequency. While you may
establish a schedule of payments ("planned payments"), the Policy will not
necessarily lapse if you fail to make planned payments. Also, making planned
payments will not guarantee that the Policy will remain in force.

WHO ARE THE KEY PERSONS UNDER THE POLICY?

The Policy is a contract between you and us. Each Policy has a policy owner
(you), an Insured (you or another individual you select) and a beneficiary. As
policy owner, you make payments, choose investment allocations and select the
Insured and beneficiary. The Insured is the person covered under the Policy. The
beneficiary is the person who receives the net death benefit when the Insured
dies.

WHAT HAPPENS WHEN THE INSURED DIES?

We will pay the net death benefit to the beneficiary when the Insured dies while
the Policy is in effect. You may choose between two death benefit options. Under
the Level Option, the death benefit is the face amount (the insurance applied
for) or the guideline minimum sum insured (the minimum death benefit federal tax
law requires), whichever is greater. Under the Adjustable Option, the death
benefit is either the sum of the face amount and policy value or the guideline
minimum sum insured, whichever is greater. The net death benefit is the death
benefit less any outstanding loan and partial withdrawals, partial withdrawal
costs and due and unpaid monthly insurance protection charges. However, after
the final payment date, the net death benefit is the policy value less any
outstanding loan. The beneficiary may receive the net death benefit in a lump
sum or under a payment option we offer.

7
<PAGE>
CAN I EXAMINE THE POLICY?

Yes. You have the right to examine and cancel your Policy by returning it to us
or to one of our representatives on or before the LATEST of:

- 45 days after the application or enrollment form for the Policy is
signed

- 10 days after you receive the Policy (20 days when state law so
requires for the replacement of insurance and 30 days for
California citizens age 60 and older)

- 10 days after we mail to you a notice of withdrawal right

If your Policy provides for a full refund under its "Right to Examine Policy"
provision as required in your state, your refund will be the GREATER of:

- Your entire payment OR

- The policy value PLUS deductions under the Policy or by the funds
for taxes, charges or fees

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

- Amounts allocated to the fixed account PLUS

- The policy value in the variable account PLUS

- All fees, charges and taxes which have been imposed

After an increase in face amount, a right to cancel the increase also applies.

WHAT ARE MY INVESTMENT CHOICES?

You have a choice of eleven funds:

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

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

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

- Select Capital Appreciation Fund
Managed by Janus Capital Corporation

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

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

- Select Growth and Income Fund
Managed by John A. Levin & Co., Inc.

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

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

- Select Income Fund
Managed by Standish, Ayer & Wood, Inc.

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

8
<PAGE>

This range of investment choices allows you to allocate your money among the
funds to meet your investment needs. If your Policy provides for a full refund
under its "Right to Examine Policy" provision as required in your state, we will
allocate all sub-account investments to the Money Market Fund for:

- 14 days from issuance and acceptance, except as described below

- 24 days from issuance and acceptance for replacements in states
with a 20-day right to examine

- 34 days from issuance and acceptance for California citizens age 60
and older, who have a 30-day right to examine.

After this, we will allocate all amounts as you have chosen.

The Policy also offers a fixed account. The fixed account is a guaranteed
account offering a minimum interest rate. It is part of the general account of
Allmerica Financial.

WHO ARE THE INVESTMENT ADVISERS AND HOW ARE THEY SELECTED?

RogersCasey, a leading pension consulting firm, assists the Company in the
selection of the Policy's Funds, all of which are managed by experienced
investment advisers. In addition, RogersCasey assists the Trust in the selection
of investment advisers for the Funds of the Trust. RogersCasey provides
consulting services to pension plans representing over $300 billion in total
assets. In its consulting capacity, RogersCasey monitors the investment
performance of over 1,000 investment advisers. Each investment adviser is
selected by using strict objective, quantitative, and qualitative criteria, with
special emphasis on the investment adviser's record in managing similar
portfolios. In consultation with RogersCasey, a committee monitors and evaluates
the ongoing performance of all of the Funds. The committee may recommend the
replacement of an investment adviser of one of the Trust's Funds, or the
addition or deletion of Funds. The committee includes members who may be
affiliated or unaffiliated with the Company and the Trust.

Allmerica Investment Management Company, Inc. ("Manager"), an affiliate of the
Company, is the investment manager of the Trust. The Manager has entered into
agreements with investment advisers ("Sub-Advisers") selected by the Manager and
Trustees in consultation with RogersCasey. The Sub-Advisers (other than
Allmerica Asset Management, Inc.) are not affiliated with the Company or the
Trust.

Fidelity Management and Research Company ("FMR") is the investment adviser of
VIP. FMR 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. FMR is the original Fidelity company, founded
in 1946. It provides a number of mutual funds and other clients with investment
research and portfolio management services.

Rowe Price-Fleming International, Inc. ("Price-Fleming") is the investment
adviser of T. Rowe Price. 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 $25 billion under management in its offices in Baltimore, London,
Tokyo and Hong Kong.

The following are the investment advisers of the Funds:

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISER
- ----------------------------------------------- -------------------------------------------
<S> <C>
Bank of Ireland Asset Management (U.S.)
Select International Equity Fund Limited
T. Rowe Price International Stock Portfolio Rowe Price-Fleming International, Inc.
Select Aggressive Growth Fund Nicholas-Applegate Capital Management, L.P.
Select Capital Appreciation Fund Janus Capital Corporation
Select Growth Fund Putnam Investment Management, Inc.
Fidelity VIP Growth Portfolio Fidelity Management and Research Company
Fidelity VIP Equity-Income Portfolio Fidelity Management and Research Company
Fidelity VIP High Income Portfolio Fidelity Management and Research Company
Select Income Fund Standish, Ayer & Wood, Inc.
Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

9
<PAGE>
CAN I MAKE TRANSFERS AMONG THE FUNDS AND THE FIXED ACCOUNT?

Yes. You may transfer among the funds and the fixed account, subject to our
consent and then current rules. You will incur no current taxes on transfers
while your money is in the Policy.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The number and frequency of your payments are flexible, within limits.

WHAT IF I NEED MY MONEY?

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

- A preferred loan option is available to you upon written request
after the first Policy year. It is available during Policy years
2-10 only if your policy value, minus the surrender charge, is
$50,000 or more. The option applies to up to 10% of this amount.
After the 10th Policy year, the preferred loan option is available
on all loans or on all or a part of the loan value as you request.
The guaranteed annual interest rate credited to the policy value
securing a preferred loan will be 8%.

- A non-preferred loan option is always available to you. The
guaranteed annual interest rate credited to the policy value
securing a non-preferred loan will be at least 6.0%. The current
interest rate credited to non-preferred loans is 7.2%.

We will allocate Policy loans among the sub-accounts and the fixed account
according to your instructions. If you do not make an allocation, we will make a
pro-rata allocation. We will transfer the policy value in each sub-account equal
to the Policy loan to the fixed account.

You may surrender your Policy and receive its surrender value. After the first
Policy year, you may make partial withdrawals of $500 or more from policy value,
subject to partial withdrawal costs. Under the Level Option, the face amount is
reduced by each partial withdrawal. We will not allow a partial withdrawal if it
would reduce the face amount below $40,000. A surrender or partial withdrawal
may have tax consequences. See "TAXATION OF THE POLICIES."

CAN I MAKE FUTURE CHANGES UNDER MY POLICY?

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

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

- Transfer your ownership to someone else

- Change the beneficiary

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

- Make transfers of policy value among the funds

- Adjust the death benefit by increasing or decreasing the face
amount

- Change your choice of death benefit options between the Level
Option and Adjustable Option

- Add or remove optional insurance benefits provided by rider

CAN I CONVERT MY POLICY INTO A NON-VARIABLE POLICY?

Yes. You can convert your Policy without charge during the first 24 months after
the date of issue or after an increase in face amount. On conversion, we will
transfer the policy value in the variable account to the fixed account. We will
allocate all future payments to the fixed account, unless you instruct us
otherwise.

10
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WHAT CHARGES WILL I INCUR UNDER MY POLICY?

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

- From each payment, we will deduct a payment expense charge,
currently 4.0%. The payment expense charge has three parts:

PREMIUM TAX DEDUCTION--A current premium tax deduction of 2.5% of
payments represents our average expenses for state and local
premium taxes.

DEFERRED ACQUISITION COSTS ("DAC TAX") DEDUCTION--A current DAC tax
deduction of 1.0% of payments helps reimburse us for federal taxes
imposed on our deferred acquisition costs of the Policies.

FRONT-END SALES LOAD--From each payment, we will deduct a front-end
sales load of 0.5% of the payment. This charge partially
compensates us for Policy sales expenses.

- We deduct the following monthly charge from policy value:

MONTHLY INSURANCE PROTECTION CHARGE--This charge is the cost of
insurance, including optional insurance benefits provided by rider.

- The following expenses are charged against or reflected in the
variable account:

ADMINISTRATIVE CHARGE--We deduct this charge during the first ten
Policy years only. It is a daily charge at an annual rate of 0.15%
of the average daily net asset value of each sub-account. This
charge helps compensate us for our expenses in administering the
variable account and is eliminated after the tenth Policy year.

MORTALITY AND EXPENSE RISK CHARGE--We impose a daily charge at a
current annual rate of 0.65% of the average daily net asset value
of each sub-account. This charge compensates us for assuming
mortality and expense risks for variable interests in the Policies.
Our Board of Directors may increase this charge, subject to state
and federal law, to an annual rate no greater than 0.80%.

FUND EXPENSES--The funds incur investment advisory fees and other
expenses, which are reflected in the variable account. The levels
of fees and expenses vary among the funds.

- Charges designed to reimburse us for Policy administrative costs
apply under the following circumstances:

CHARGE FOR CHANGE IN FACE AMOUNT--For each increase or decrease in
face amount, we deduct a charge of $50 from policy value. This
charge is for the underwriting and administrative costs of the
change.

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

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

- Changing net payment allocation instructions

- Changing the allocation of monthly insurance protection
charges among the various sub-accounts

- Providing a projection of values

11
<PAGE>
- The charges below apply only if you surrender your Policy or make
partial withdrawals:

SURRENDER CHARGE--This charge applies only on a full surrender or
decrease in face amount within ten years of the date of issue or of
an increase in face amount. The maximum surrender charge has two
parts:

- A deferred administrative charge of $8.50 per thousand
dollars of the initial face amount or increase

- A deferred sales charge of 28.5% of payments received or
associated with the increase up to the guideline annual
premium for the increase

The maximum surrender charge is level for the first 24 Policy
months, then reduces by 1/96th per month, reaching zero after 10
Policy years. During the first two years following the date of
issue or increase, the actual surrender charge may be less than the
maximum surrender charge calculated above.

PARTIAL WITHDRAWAL COSTS--We deduct from the policy value the
following for partial withdrawals:

- A transaction fee of 2.0% of the amount withdrawn, not to
exceed $25, for each partial withdrawal for processing costs

- A partial withdrawal charge of 5.0% of a withdrawal
exceeding the "Free 10% Withdrawal," described below

The partial withdrawal charge does not apply to:

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

- Withdrawals when no surrender charge applies.

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

12
<PAGE>
WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?

The following table shows the expenses of the Funds for 1996. For more
information concerning fees and expenses, see the prospectuses of the Funds.

CHARGES OF THE UNDERLYING FUNDS

In addition to the charges described above, certain fees and expenses are
deducted from the assets of the Underlying Funds. The levels of fees and
expenses vary among the Underlying Funds. The following table shows the expenses
of the Underlying Funds for 1996. For more information concerning fees and
expenses, see the prospectuses of the Underlying Funds.

<TABLE>
<CAPTION>
OTHER FUND EXPENSES
MANAGEMENT (AFTER ANY APPLICABLE TOTAL FUND
UNDERLYING FUND FEE REIMBURSEMENTS) EXPENSES
- -------------------------------------------------------------------- --------------- ---------------------- --------------
<S> <C> <C> <C>
Select International Equity Fund 1.00% 0.23%* 1.23%***
T. Rowe Price International Stock Portfolio 1.05% 0.00% 1.05%
Select Aggressive Growth Fund 1.00% 0.08%* 1.08%
Select Capital Appreciation Fund 1.00% 0.13%* 1.13%
Select Growth Fund 0.85% 0.08%* 0.93%***
Fidelity VIP Growth Portfolio 0.61% 0.08% 0.69%**
Select Growth and Income Fund 0.75% 0.08%* 0.83%***
Fidelity VIP Equity-Income Portfolio 0.51% 0.07% 0.58%**
Fidelity VIP High Income Portfolio 0.59% 0.12% 0.71%
Select Income 0.60% 0.14%* 0.74%
Money Market Fund 0.28% 0.06%* 0.34%
</TABLE>

* Under the Management Agreement with Allmerica Investment Trust, Allmerica
Investment Management Company, Inc. ("Manager") has declared a voluntary expense
limitation of 1.50% of average net assets for the Select International Equity
Fund, 1.35% for the Select Aggressive Growth Fund and the Select Capital
Appreciation Fund, 1.20% for the Select Growth Fund, 1.10% for the Select Growth
and Income Fund, 1.00% for the Select Income Fund, and 0.60% for the Money
Market Fund. The total operating expenses of the funds of the Trust were less
than their respective expense limitations throughout 1996. The declaration of a
voluntary expense limitation in any year does not bind the Manager to declare
future expense limitations with respect to these funds.

** A portion of the brokerage commissions that certain Funds pay was used to
reduce Fund expenses. In addition, certain funds have entered into arrangements
with their custodian and transfer agent whereby interest earned on uninvested
cash balances was used to reduce custodian and transfer agent expenses.
Including these reductions, the total operating expenses presented in the table
would have been 0.56% for Fidelity VIP Equity-Income Portfolio and 0.67% for
Fidelity VIP Growth Portfolio

*** Select International Equity Fund, Select Growth Fund, and Select Growth and
Income Fund have entered into agreements with brokers whereby the brokers rebate
a portion of commissions. Had these amounts been treated as reductions of
expenses the total operating expenses would have been 1.20% for the Select
International Equity Fund, 0.92% for the Select Growth Fund and 0.80% for the
Select Growth and Income Fund.

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY POLICY?

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

- The Surrender Value is insufficient to cover the next monthly
insurance protection charge and loan interest accrued OR

- The outstanding loan exceeds Policy Value less surrender charges

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

13
<PAGE>
If you make payments at least equal to minimum monthly payments, we guarantee
that your Policy will not lapse before the 49th monthly processing date from
date of issue or increase in face amount, within limits.

You may reinstate your Policy within three years after the grace period, within
limits.

CAN I ELECT PAID-UP INSURANCE WITH NO FURTHER PREMIUMS DUE?

Yes. The Policy provides a paid-up insurance option. If this option is elected,
we will provide paid-up insurance coverage, usually having a reduced face
amount, for the life of the Insured with no more premiums being due under the
Policy. If you elect this option, policy owner rights and benefits will be
limited.

CAN THE POLICIES BE ISSUED IN CONNECTION WITH TSA PLANS?

The Policies may be issued in connection with Code Section 403(b) tax-sheltered
annuity plans ("TSA Plans") of certain public school systems and organizations
that are tax exempt under Section 501(c)(3) of the Code. A Policy issued in
connection with a TSA Plan will be endorsed to reflect the restrictions imposed
on assignment, premium payments, withdrawals, and surrender under Code Section
403(b). The Policyowner may terminate the endorsement at any time. However, the
termination of the endorsement may cause the Policy to fail to qualify under
Code Section 403(b). See "FEDERAL TAX CONSIDERATIONS -- Policies Issued in
Connection With TSA Plans." A Policy issued in connection with a TSA Plan may
also have limitations on Policy loans. See "POLICY LOANS -- Policies Issued in
Connection With TSA Plans".

HOW IS MY POLICY TAXED?

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

The net death benefit under the Policy is excludable from the gross income of
the beneficiary. However, in some circumstances federal estate tax may apply to
the net death benefit or the policy value.

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

This Summary is intended to provide only a very brief overview of the more
significant aspects of the Policy. The Prospectus and the Policy provide further
detail. The Policy provides insurance protection for the named beneficiary. We
do not claim that the Policy is similar or comparable to a systematic investment
plan of a mutual fund. The Policy and its attached application or enrollment
form are the entire agreement between you and Allmerica Financial.

PERFORMANCE INFORMATION

The Policies were first offered to the public in 1994. However, we 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 and the Funds.

Total return and average annual total return are based on the hypothetical
profile of a representative Policy owner and historical earnings and are not
intended to indicate future performance. "Total Return" is the total income
generated net of certain expenses and charges. "Average annual total return" is
net of the same expenses and charges, but reflects the hypothetical return
compounded annually. This hypothetical return is equal to cumulative return had
performance been constant over the entire period. Average annual total returns
are not the same as yearly results and tend to smooth out variations in the
Funds' return.

14
<PAGE>

Performance information under the Policies is net of fund expenses, mortality
and expense risk charges, administrative charges, monthly insurance protection
charges and surrender charges. We take a representative Policy owner and assume
that:

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

- The Policy owner had allocations in each of the sub-accounts for
the fund durations shown, and

- There was a full surrender at the end of the applicable period

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

- Standard & Poor's 500 Composite Stock Price Index ("S&P 500")

- Dow Jones Industrial Average ("DJIA")

- Shearson Lehman Aggregate Bond Index

- Other unmanaged indices of unmanaged securities widely regarded by
investors as representative of the securities markets

- Other groups of variable life separate accounts or other investment
products tracked by Lipper Analytical Services

- Other services, companies, publications, or persons such as
Morningstar, Inc., who rank the investment products on performance
or other criteria

- The Consumer Price Index

Unmanaged indices may assume the reinvestment of dividends but generally do not
reflect deductions for insurance and administrative charges, separate account
charges and fund management costs and expenses.

Performance information for any sub-account reflects only the performance of a
hypothetical investment in the sub-account during a period. It is not
representative of what may be achieved in the future. However, performance
information may be helpful in reviewing market conditions during a period and in
considering a fund's success in meeting its investment objectives.

In advertising, sales literature, publications or other materials, we may give
information on various topics of interest to Policy owners and prospective
Policy owners. These topics may include

- The relationship between sectors of the economy and the economy as
a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, market timing,
dollar cost averaging, asset allocation and automatic account
rebalancing)

- The advantages and disadvantages of investing in tax-deferred and
taxable investments

- Customer profiles and hypothetical payment and investment scenarios

- Financial management and tax and retirement planning

- Investment alternatives to certificates of deposit and other
financial instruments, including comparisons between the Policies
and the characteristics of and market for the financial
instruments.

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,
1996. "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.

15
<PAGE>
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.

Years
10 Years Since
One-Year or Life Inception*
Total 5 of Fund (if less
Underlying Fund Return Years (if less) than 10)
<S> <C> <C> <C> <C>
Select International Equity Fund -95.32% N/A -20.75% 2.67
T. Rowe Price International Stock Portfolio -100.00% N/A -27.43% 2.58
Select Aggressive Growth Fund -98.32% N/A 5.85% 4.36
Select Capital Appreciation Fund -100.00% N/A -42.87% 1.67
Select Growth Fund -95.26% N/A -2.07% 4.36
Fidelity VIP Growth Portfolio -100.00% 3.76% 10.38% 10.00
Select Growth and Income Fund -95.93% N/A -0.80% 4.36
Fidelity VIP Equity-Income Portfolio -100.00% 6.83% 8.92% 10.00
Fidelity VIP High Income Portfolio -100.00% 3.54% 6.19% 10.00
Select Income Fund -100.00% N/A -9.80% 4.36
Money Market Fund -100.00% -8.30% 0.68% 10.00
</TABLE>

* The inception dates for the Underlying Funds are: 4/29/85 for Money Market
Fund; 8/21/92 for Select Aggressive Growth Fund, Select Growth Fund, Select
Income Fund, and Select Growth and Income Fund; 5/01/94 for Select International
Equity Fund; 10/09/86 for Fidelity VIP Growth Portfolio; 10/09/86 for Fidelity
VIP Equity-Income Portfolio; 9/19/85 for Fidelity VIP High Income Portfolio;
3/31/94 for the T. Rowe Price International Stock Portfolio; 4/28/95 for the
Select Capital Appreciation Fund.

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.

16
<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.

Years
10 Years Since
One-Year or Life Inception*
Total 5 of Fund (if less
Underlying Fund Return Years (if less) than 10)
<S> <C> <C> <C> <C>
Select International Equity Fund 20.98% N/A 12.77% 2.67
T. Rowe Price International Stock Portfolio 12.82% N/A 9.06% 2.58
Select Aggressive Growth Fund 17.61% N/A 18.81% 4.36
Select Capital Appreciation Fund 7.94% N/A 27.31% 1.67
Select Growth Fund 21.05% N/A 11.75% 4.36
Fidelity VIP Growth Portfolio 13.79% 14.24% 14.23% 10.00
Select Growth and Income Fund 20.30% N/A 12.87% 4.36
Fidelity VIP Equity-Income Portfolio 13.37% 17.03% 12.83% 10.00
Fidelity VIP High Income Portfolio 13.13% 14.04% 10.23% 10.00
Select Income Fund 2.49% N/A 5.06% 4.36
Money Market Fund 4.51% 3.54% 5.02% 10.00
</TABLE>

17
<PAGE>
DESCRIPTION OF ALLMERICA FINANCIAL, THE VARIABLE ACCOUNT,
THE TRUST, VIP AND T. ROWE PRICE

ALLMERICA FINANCIAL. Allmerica Financial is a life insurance company organized
under the laws of Delaware in 1974. We are an indirect, wholly owned subsidiary
of First Allmerica Financial Life Insurance Company, formerly named State Mutual
Life Assurance Company of America ("First Allmerica"), which in turn is a
wholly-owned subsidiary of Allmerica Financial Corporation. First Allmerica was
organized under the laws of Massachusetts in 1844 and is the fifth oldest life
insurance company in America. Our principal office is 440 Lincoln Street,
Worcester, Massachusetts 01653, Telephone 1-800-366-1492. We are subject to the
laws of the state of Delaware, to regulation by the Commissioner of Insurance of
Delaware, and to other laws and regulations where we are licensed to operate.

THE VARIABLE ACCOUNT. The variable account is a separate investment account
with eleven sub-accounts. Each sub-account invests in a fund of the Trust, VIP
or T. Rowe Price. The assets used to fund the variable part of the Policies are
set aside in sub-accounts and are separate from our general assets. We
administer and account for each sub-account as part of our general business.
However, income, capital gains and capital losses are allocated to each
sub-account without regard to any of our other income, capital gains or capital
losses. Under Delaware law, the assets of the variable account may not be
charged with any liabilities arising out of any other business of ours.

Our Board of Directors authorized the variable account by vote on October 12,
1993. The variable account meets the definition of "separate account" under
federal securities laws. It is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the Investment Company Act
of 1940 ("1940 Act"). This registration does not involve SEC supervision of the
management or investment practices or policies of the Variable Account or of
Allmerica Financial. We reserve the right, subject to law, to change the names
of the Variable Account and the sub-accounts.

Each sub-account has two sub-divisions. One sub-division applies to Policies
during the first ten Policy years, which are subject to the administrative
charge. After the tenth Policy year, we automatically allocate a Policy to the
second sub-division to which the charge does not apply.

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

First Allmerica established the Trust as a Massachusetts business trust on
October 11, 1984. The Trust is a vehicle for the investment of assets of various
separate accounts established by Allmerica Financial and affiliated insurance
companies. Shares of the Trust are not offered to the public but solely to the
separate accounts. Seven different investment portfolios of the Trust are
available under the Policies, each issuing a series of shares: the Select
International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Growth Fund, Select Growth and Income Fund, Select
Income Fund and Money Market Fund. The assets of each fund are held separate
from the assets of the other funds. Each fund operates as a separate investment
vehicle. The income or losses of one fund have no effect on the investment
performance of another fund. The sub-accounts reinvest dividends and/or capital
gains distributions received from a fund in more shares of that fund as retained
assets.

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

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

18
<PAGE>

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

INVESTMENT OBJECTIVES AND POLICIES

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

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

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

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

SELECT CAPITAL APPRECIATION FUND -- seeks long-term growth of capital 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.

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

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

SELECT GROWTH AND INCOME FUND -- seeks a combination of long-term growth of
capital and current income. The fund will invest primarily in dividend-paying
common stocks and securities convertible into common stocks. The Sub-Adviser for
the Select Growth and Income Fund is John A. Levin & Co., Inc.

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

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

19
<PAGE>
SELECT INCOME FUND -- seeks a high level of current income. The fund will invest
primarily in investment grade, fixed-income securities. The Sub-Adviser for the
Select Income Fund is Standish, Ayer & Wood, Inc.

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

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

- Effective date of the change in the investment policy OR

- Receipt of the notice of your right to transfer

INVESTMENT ADVISORY SERVICES

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

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

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

- Other fees payable to the SEC

- Independent public accountant, legal and custodian fees

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

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

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

Under the management agreement with the Trust, the Manager has entered into
agreements under which each Sub-Adviser manages the investments of one or more
of the funds. Under each agreement, the Sub-Adviser is authorized to engage in
portfolio transactions on behalf of the fund, subject to the Trustees'
instructions. The terms of a Sub-Adviser agreement cannot be materially changed
without the approval of a majority in interest of the shareholders of the fund.

Allmerica Asset Management, Inc., an indirect wholly owned subsidiary of First
Allmerica, is the Sub-Adviser for the Money Market Fund. The Sub-Advisers for
the other funds are independent. The Manager selects the Sub-Advisers in
consultation with RogersCasey Consulting, Inc., a leading pension consulting
firm. RogersCasey Consulting, Inc. provides consulting services to pension plans
with over $300 billion in total assets. In its consulting capacity, RogersCasey
Consulting, Inc. monitors the investment performance of over 1,000 investment
advisers. The Manager bears the cost of the consultation. The Manager selected
each independent Sub-Adviser using strict objective and qualitative criteria,
with special emphasis on the Sub-Adviser's record in managing similar
portfolios. A committee that includes members affiliated with Allmerica
Financial monitors and evaluates ongoing performance of the independent
Sub-Advisers.

For providing its services under the management agreement, the Manager receives
a fee, computed daily at an annual rate based on the average daily net asset
value of each fund as follows: 1.00% for the Select International Equity Fund,
the Select Capital Appreciation Fund and the Select Aggressive Growth Fund,
0.85% for the Select Growth Fund, 0.75% for the Select Growth and Income Fund,
and 0.60% for the Select Income Fund.

20
<PAGE>
For the Money Market Fund, the fee is 0.35% on net asset value up to
$50,000,000, 0.25% on the next $200,000,000, and 0.20% on the balance. The fee
computed for each fund is paid from the assets of the fund.

The Manager is solely responsible for the payment of all fees to Sub-Advisers
for their investment management services. Sub-Adviser fees, described in the
Trust's prospectus, in no way increase the costs that the funds, variable
account and Policy owners bear.

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

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

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

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

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

The Fidelity VIP Growth and the Fidelity VIP Equity-Income 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 FMR. On an annual basis, this rate cannot rise above
0.52%, and drops as total assets in all these mutual funds rise.

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

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

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

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

THE POLICY

APPLICATION FOR A POLICY

We offer Policies to applicants 85 years old and under. After receiving a
completed application or enrollment form from a prospective Policy owner, we
will begin underwriting to decide the insurability of the proposed Insured. We
may require medical examinations and other information before deciding
insurability. We issue a Policy only after underwriting has been completed. We
may reject an application or enrollment form that does not meet our underwriting
guidelines.

If a prospective Policy owner makes an initial payment of at least one minimum
monthly payment, we will provide fixed conditional insurance during
underwriting. The fixed conditional insurance will be the insurance applied for,
up to a maximum of $500,000, depending on age and underwriting class. This
coverage will continue for a maximum of 90 days from the date of the application
or enrollment form or, if required, the completed medical exam. If death is by
suicide, we will return only the premium paid.

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If no fixed conditional insurance was in effect, on Policy delivery we will
require a sufficient payment to place the insurance in force.

If you made payments before the date of issuance and acceptance, we will
allocate the payments to the Money Market Fund within two business days of
receipt of the payments at our principal office. If the Policy is not issued and
accepted, we will return to you the GREATER of:

- Your payments OR

- The value of the amount allocated to the Money Market Fund, which
will be net of mortality and expense risk charges, administrative
charges and fund expenses.

If your application or enrollment form is approved and the Policy is issued and
accepted, we will allocate your policy value on issuance and acceptance
according to your instructions. However, if your Policy provides for a full
refund of payments under its "Right to Examine Policy" provision as required in
your state (see "THE POLICY -- Free-Look Period"), we will initially allocate
your sub-account investments to the Money Market Fund. This allocation to the
Money Market Fund will be for:

- 14 days from issuance and acceptance, except as described below

- 24 days from issuance and acceptance for replacements in states
with an extended right to examine

- 34 days from issuance and acceptance for California citizens age 60
and older, who have an extended right to examine.

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

FREE-LOOK PERIOD

The Policy provides for a free look period. You have the right to examine and
cancel your Policy by returning it to us or to one of our representatives on or
before the LATEST of:

- 45 days after the application or enrollment form for the Policy is
signed

- 10 days after you receive the Policy (20 days when the law so
requires for the replacement of insurance and 30 days for
California citizens age 60 and older) OR

- 10 days after we mail to you a notice of withdrawal right

If your Policy provides for a full refund under its "Right to Examine Policy"
provision as required in your state, your refund will be the GREATER of

- Your entire payment OR

- The policy value PLUS deductions under the Policy or by the funds
for taxes, charges or fees

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

- Amounts allocated to the fixed account PLUS

- The policy value in the variable account PLUS

- All fees, charges and taxes which have been imposed

We may delay a refund of any payment made by check until the check has cleared
your bank.

After an increase in face amount, we will mail or deliver a notice of a free
look for the increase. You will have the right to cancel the increase before the
LATEST of:

- 45 days after the application or enrollment form for the increase
is signed

- 10 days after you receive the new Policy specification pages issued
for the increase OR

- 10 days after we mail or deliver a notice of withdrawal rights to
you

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On canceling the increase, you will receive a credit to your policy value of
charges deducted for the increase. We will refund to you the amount to be
credited if you request. We will waive any surrender charge computed for the
increase.

CONVERSION PRIVILEGE

Within 24 months of the date of issue or an increase in face amount, you can
convert your Policy into a non-variable Policy by transferring all policy value
in the sub-accounts to the fixed account. The conversion will take effect at the
end of the valuation period in which we receive, at our principal office, notice
of the conversion satisfactory to us. There is no charge for this conversion. We
will allocate all future payments to the fixed account, unless you instruct us
otherwise.

PAYMENTS

Payments are payable to Allmerica Financial. Payments may be made by mail to our
principal office or through our authorized representative. All payments after
the initial payment are credited to the variable account or fixed account on the
date of receipt at the principal office.

You may establish a schedule of planned payments. If you do, we will bill you at
regular intervals. Making planned payments will not guarantee that the Policy
will remain in force. The Policy will not necessarily lapse if you fail to make
planned payments. You may make unscheduled payments before the final payment
date or skip planned payments.

You may choose a monthly automatic payment method of making payments. Under this
method, each month we will deduct payments from your checking account and apply
them to your Policy. The minimum payment allowed is $50.

The Policy does not limit payments as to frequency and number. However, no
payment may be less than $100 without our consent. Payments must be sufficient
to provide a positive surrender value at the end of each Policy month or the
Policy may lapse. See "POLICY TERMINATION AND REINSTATEMENT." During the first
48 Policy months following the date of issue or an increase in face amount, a
guarantee may apply to prevent the Policy from lapsing. The guarantee will apply
during this period if you make payments that, when reduced by partial
withdrawals and partial withdrawal costs, equal or exceed the required minimum
monthly payments. The required minimum monthly payments are based on the number
of months the Policy, increase in face amount or policy change that causes a
change in the minimum monthly payment has been in force. MAKING MONTHLY PAYMENTS
EQUAL TO THE MINIMUM MONTHLY PAYMENTS DOES NOT GUARANTEE THAT THE POLICY WILL
REMAIN IN FORCE, EXCEPT AS STATED IN THIS PARAGRAPH.

Total payments may not exceed the current maximum payment limits under federal
tax law. These limits will change with a change in face amount, the addition or
deletion of a rider, or a change between the Level Option and Adjustable Option.
Where total payments would exceed the current maximum payment limits, we will
only accept that part of a payment that will make total payments equal the
maximum. We will return any part of the payments greater than that amount.
However, we will accept a payment needed to prevent Policy lapse during a Policy
year. See "POLICY TERMINATION AND REINSTATEMENT."

ALLOCATION OF NET PAYMENTS

The net payment equals the payment made less the payment expense charge. In the
application or enrollment form for your Policy, you decide the initial
allocation of the net payment among the fixed account and the sub-accounts. You
may allocate payments to one or more of the sub-accounts, but may not have
policy value in more than seven sub-accounts at once. The minimum amount that
you may allocate to a sub-account is 1.0% of the net payment. Allocation
percentages must be in whole numbers (for example, 33 1/3% may not be chosen)
and must total 100%.

You may change the allocation of future net payments by written request or
telephone request. You have the privilege to make telephone requests, unless you
elected not to have the privilege on the application or

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enrollment form. The policy of Allmerica Financial and its representatives and
affiliates is that they will not be responsible for losses resulting from acting
on telephone requests reasonably believed to be genuine. We will use reasonable
methods to confirm that instructions communicated by telephone are genuine;
otherwise, Allmerica Financial may be liable for any losses from unauthorized or
fraudulent instructions. We require that callers on behalf of a policy owner
identify themselves by name and identify the policy owner by name, date of birth
and social security number. All telephone requests are tape recorded. An
allocation change will take effect on the date of receipt of the notice at the
principal office. No charge is currently imposed for changing payment allocation
instructions. We reserve the right to impose a charge in the future, but
guarantee that the charge will not exceed $25.

The policy value in the sub-accounts will vary with investment experience. You
bear this investment risk. Investment performance may also affect the death
benefit. Review your allocations of payments and policy value as market
conditions and your financial planning needs change.

TRANSFER PRIVILEGE

Subject to our then current rules, you may transfer amounts among the
sub-accounts or between a sub-account and the fixed account. (You may not
transfer that portion of the policy value held in the fixed account that secures
a Policy loan.)

The transfer privilege is subject to our consent. We reserve the right to impose
limits on transfers including, but not limited to, the:

- Minimum amount that may be transferred

- Minimum amount that may remain in a sub-account following a
transfer from that sub-account

- Minimum period between transfers involving the fixed account

- Maximum amounts that may be transferred from the fixed account

Transfers involving the fixed account are currently permitted only if:

- There has been at least a ninety (90) day period since the last
transfer from the fixed account; and

- The amount transferred from the fixed account in each transfer does
not exceed the lesser of $100,000 or 25% of the policy value.

These rules are subject to change by the Company.

We will make transfers at your written request or telephone request, as
described in "THE POLICY -- Allocation of Net Payments." Transfers are effected
at the value next computed after receipt of the transfer order.

You may apply for automatic transfers:

- From the Money Market sub-account to one or more of the other
sub-accounts on a monthly, quarterly or semiannual schedule

- To reallocate policy value among the sub-accounts on a quarterly,
semiannual or annual schedule.

Each automatic transfer must be at least $100. We will process automatic
transfers on the 15th of each scheduled month. If the 15th is not a business day
or is the monthly processing date, we will process the automatic transfer on the
next business day.

Currently, the first 12 transfers in a Policy year are free. After that, we will
deduct a $10 transfer charge from amounts transferred in that Policy year. We
reserve the right to increase the charge, but we guarantee the

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charge will never exceed $25. We also reserve the right to limit the number of
free transfers in a Policy year to six.

The first automatic transfer counts as one transfer toward the 12 free transfers
allowed in each Policy year. Each subsequent automatic transfer is also free,
but does not reduce the remaining number of transfers that are free in a Policy
year. Any transfers made for a conversion privilege, Policy loan or material
change in investment policy will not count toward the 12 free transfers.

DEATH BENEFIT

If the Policy is in force on the Insured's death, we will, with due proof of
death, pay the net death benefit to the named beneficiary. We will normally pay
the net death benefit within seven days of receiving due proof of the Insured's
death, but we may delay payment of net death benefits. See "OTHER POLICY
PROVISIONS -- Delay of Payments." The beneficiary may receive the net death
benefit in a lump sum or under a payment option. See "APPENDIX C -- PAYMENT
OPTIONS."

Before the final payment date, the net death benefit is:

- The death benefit provided under the Level Option or Adjustable
Option, whichever is elected and in effect on the date of death
PLUS

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

- Any outstanding loan and any partial withdrawals, partial
withdrawal costs and due and unpaid monthly insurance protection
charges through the Policy month in which the Insured dies

After the final payment date, the net death benefit is:

- The policy value MINUS

- Any outstanding loan

In most states, we will compute the net death benefit on the date we receive due
proof of the Insured's death.

LEVEL OPTION AND ADJUSTABLE OPTION

The Policy provides two death benefit options: the Level Option and Adjustable
Option. You choose the desired option in the application or enrollment form. You
may change the option once per Policy year by written request. There is no
charge for a change in option.

Under the Level Option, the death benefit is the GREATER of the:

- Face amount OR

- Guideline minimum sum insured

Under the Adjustable Option, the death benefit is the GREATER of the:

- Face amount plus policy value OR

- Guideline minimum sum insured

Under both the Level Option and Adjustable Option, the death benefit provides
insurance protection. Under the Level Option, the death benefit is level unless
the guideline minimum sum insured exceeds the face amount; then, the death
benefit varies as the policy value changes. Under the Adjustable Option, the
death benefit always varies as the policy value changes.

At any face amount, the death benefit will be greater under the Adjustable
Option than under the Level Option because the policy value is added to the face
amount and included in the death benefit. However, the monthly insurance
protection charge will be greater. Therefore, policy value will accumulate at a
slower rate than under the Level Option.

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If you desire to have payments and investment performance reflected in the death
benefit, you should choose the Adjustable Option. If you desire to have payments
and investment performance reflected to the maximum extent in the policy value,
you should select the Level Option.

GUIDELINE MINIMUM SUM INSURED -- The guideline minimum sum insured is a
percentage of the policy value as set forth in "APPENDIX A -- GUIDELINE MINIMUM
SUM INSURED TABLE." The guideline minimum sum insured is computed based on
federal tax regulations to ensure that the Policy qualifies as a life insurance
contract and that the insurance proceeds will be excluded from the gross income
of the beneficiary.

ILLUSTRATION OF THE LEVEL OPTION -- In this illustration, assume that the
Insured is under the age of 40, and that there is no outstanding loan.

Under the Level Option, a Policy with a $100,000 face amount will have a death
benefit of $100,000. However, because the death benefit must be equal to or
greater than 250% of policy value, if the policy value exceeds $40,000 the death
benefit will exceed the $100,000 face amount. In this example, each dollar of
policy value above $40,000 will increase the death benefit by $2.50. For
example, a Policy with a policy value of $50,000 will have a guideline minimum
sum insured of $125,000 ($50,000 x 2.50); policy value of $60,000 will produce a
guideline minimum sum insured of $150,000 ($60,000 x 2.50); and policy value of
$75,000 will produce a guideline minimum sum insured of $187,500 ($75,000 x
2.50).

Similarly, if policy value exceeds $40,000, each dollar taken out of policy
value will reduce the death benefit by $2.50. If, for example, the policy value
is reduced from $60,000 to $50,000 because of partial withdrawals, charges or
negative investment performance, the death benefit will be reduced from $150,000
to $125,000. If, however, the product of the policy value times the applicable
percentage from the table in APPENDIX A is less than the face amount, the death
benefit will equal the face amount.

The applicable percentage becomes lower as the Insured's age increases. If the
Insured's age in the above example were, for example, 50 (rather than between
zero and 40), the applicable percentage would be 185%. The death benefit would
not exceed the $100,000 face amount unless the policy value exceeded $54,054
(rather than $40,000), and each dollar then added to or taken from policy value
would change the death benefit by $1.85.

ILLUSTRATION OF THE ADJUSTABLE OPTION -- In this illustration, assume that the
Insured is under the age of 40 and that there is no outstanding loan.

Under the Adjustable Option, a Policy with a face amount of $100,000 will
produce a death benefit of $100,000 plus policy value. For example, a Policy
with policy value of $10,000 will produce a death benefit of $110,000 ($100,000
+ $10,000); policy value of $25,000 will produce a death benefit of $125,000
($100,000 + $25,000); policy value of $50,000 will produce a death benefit of
$150,000 ($100,000 + $50,000). However, the death benefit must be at least 250%
of the policy value. Therefore, if the policy value is greater than $66,667,
250% of that amount will be the death benefit, which will be greater than the
face amount plus policy value. In this example, each dollar of policy value
above $66,667 will increase the death benefit by $2.50. For example, if the
policy value is $70,000, the guideline minimum sum insured will be $175,000
($70,000 X 2.50); policy value of $80,000 will produce a guideline minimum sum
insured of $200,000 ($80,000 X 2.50); and policy value of $90,000 will produce a
guideline minimum sum insured of $225,000 ($90,000 X 2.50).

Similarly, if policy value exceeds $66,667, each dollar taken out of policy
value will reduce the death benefit by $2.50. If, for example, the policy value
is reduced from $80,000 to $70,000 because of partial withdrawals, charges or
negative investment performance, the death benefit will be reduced from $200,000
to $175,000. If, however, the product of the policy value times the applicable
percentage is less than the face amount plus policy value, then the death
benefit will be the current face amount plus policy value.

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

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CHANGE TO LEVEL OR ADJUSTABLE OPTION

You may change the death benefit option once each Policy year by written
request. Changing options will not require evidence of insurability. The change
takes effect on the monthly processing date on or following the date of receipt
of the written request. We will impose no charge for changes in death benefit
options.

If you change the Level Option to the Adjustable Option, we will decrease the
face amount to equal:

- The death benefit MINUS

- The policy value on the date of the change

The change may not be made if the face amount would fall below $40,000. After
the change from the Level Option to the Adjustable Option, future monthly
insurance protection charges may be higher or lower than if no change in option
had been made. However, the insurance protection amount will always equal the
face amount unless the guideline minimum sum insured applies.

If you change the Adjustable Option to the Level Option, we will increase the
face amount by the policy value on the date of the change. The death benefit
will be the GREATER of:

- The new face amount OR

- The guideline minimum sum insured

After the change from the Adjustable Option to the Level Option, an increase in
policy value will reduce the insurance protection amount and the monthly
insurance protection charge. A decrease in policy value will increase the
insurance protection amount and the monthly insurance protection charge.

A change in death benefit option may result in total payments exceeding the then
current maximum payment limitation under federal tax law. If this occurs, we
will pay the excess to you.

CHANGE IN FACE AMOUNT

You may increase or decrease the face amount by written request. An increase or
decrease in the face amount takes effect on the LATEST of the:

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

- The date of approval of your written request, if evidence of
insurability is required

INCREASES -- You must submit with your written request for an increase
satisfactory evidence of insurability. The consent of the Insured is also
required whenever the face amount is increased. An increase in face amount may
not be less than $10,000. You may not increase the face amount after the Insured
reaches age 80. A written request for an increase must include a payment if the
surrender value is less than the sum of:

- $50 PLUS

- Two minimum monthly payments

On the effective date of each increase in face amount, we will deduct a
transaction charge of $50 from policy value for administrative costs. We will
also compute a surrender charge for the increase. An increase in the face amount
will increase the insurance protection amount and, therefore, the monthly
insurance protection charges.

After increasing the face amount, you will have the right, during a free-look
period, to have the increase canceled. See "THE POLICY -- Free-Look Period." If
you exercise this right, we will credit to your Policy the charges deducted for
the increase, unless you request a refund of these charges.

DECREASES -- You may decrease the face amount by written request. The minimum
amount for a decrease in face amount is $10,000. The minimum face amount in
force after a decrease is $40,000. We may limit the decrease or return policy
value to you, as you choose, if the Policy would not comply with the maximum
payment limitation under federal tax law. A return of policy value may result in
tax liability to you.

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A decrease in the face amount will lower the insurance protection amount and,
therefore, the monthly insurance protection charge. In computing the monthly
insurance protection charge, a decrease in the face amount will reduce the face
amount in inverse order.

On a decrease in the face amount, we will deduct from the policy value a
transaction charge of $50 and, if applicable, any surrender charge. You may
allocate the deduction to one sub-account. If you make no allocation, we will
make a pro-rata allocation. We will reduce the surrender charge by the amount of
any surrender charge deducted.

POLICY VALUE

The policy value is the total value of your Policy. It is the SUM of:

- Your accumulation in the fixed account PLUS

- The value of your units in the sub-accounts

There is no guaranteed minimum policy value. Policy value on any date depends on
variables that cannot be predetermined.

Your policy value is affected by the:

- Frequency and amount of your net payments

- Interest credited in the fixed account

- Investment performance of your sub-accounts

- Partial withdrawals

- Loans, loan repayments and loan interest paid or credited

- Charges and deductions under the Policy

- The death benefit option

COMPUTING POLICY VALUE -- We compute the policy value on the date of issue and
on each valuation date. On the date of issue, the policy value is:

- The value of the amount allocated to the money market fund, net of
mortality and expense risks, administrative charges and fund
expenses (see "THE POLICY - Application for a Policy"), MINUS

- The monthly insurance protection charge due

On each valuation date after the date of issue, the policy value is the SUM of:

- Accumulations in the fixed account PLUS

- The SUM of the PRODUCTS of:

- The number of units in each sub-account TIMES

- The value of a unit in each sub-account on the valuation
date

THE UNIT -- We allocate each net payment to the sub-accounts you selected. We
credit allocations to the sub-accounts as units. Units are credited separately
for each sub-account.

The number of units of each sub-account credited to the Policy is the QUOTIENT
of:

- That part of the net payment allocated to the sub-account DIVIDED
BY

- The dollar value of a unit on the valuation date the payment is
received at our principal office

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The number of units will remain fixed unless changed by a split of unit value,
transfer, partial withdrawal or surrender. Also, each deduction of charges from
a sub-account will result in cancellation of units equal in value to the amount
deducted.

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

- The dollar value of the unit on the preceding valuation date TIMES

- The net investment factor

NET INVESTMENT FACTOR -- The net investment factor measures the investment
performance of a sub-account during the valuation period just ended. The net
investment factor for each sub-account is 1.0000 PLUS the QUOTIENT of:

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

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

- The mortality and expense risk charge for each day in the valuation
period currently at an annual rate of 0.65% of the daily net asset
value of that sub-account AND

- The administrative charge for each day in the valuation period at
an annual rate of 0.15% of the daily net asset value of that
sub-account (only during the first ten Policy years)

The net investment factor may be greater or less than one.

PAYMENT OPTIONS

The net death benefit payable may be paid in a single sum or under one or more
of the payment options then offered by Allmerica Financial. See "APPENDIX C --
PAYMENT OPTIONS." These payment options also are available at the final payment
date or if the Policy is surrendered. If no election is made, we will pay the
net death benefit in a single sum.

OPTIONAL INSURANCE BENEFITS

You may add optional insurance benefits to the Policy by rider, as described in
"APPENDIX B -- OPTIONAL BENEFITS." The cost of optional insurance benefits
becomes part of the monthly insurance protection charge.

SURRENDER

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

- The policy value MINUS

- Any outstanding loan and surrender charges

We will compute the surrender value on the valuation date on which we receive
the Policy with a written request for surrender. We will deduct a surrender
charge if you surrender the Policy within 10 full Policy years of the date of
issue or increase in face amount. See "CHARGES AND DEDUCTIONS -- Surrender
Charge."

The surrender value may be paid in a lump sum or under a payment option then
offered by us. See "APPENDIX C -- PAYMENT OPTIONS." We will normally pay the
surrender value within seven days following our receipt of written request. We
may delay benefit payments under the circumstances described in "OTHER POLICY
PROVISIONS -- Delay of Benefit Payments."

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<PAGE>

For important tax consequences of a surrender, see "FEDERAL TAX CONSIDERATIONS."
If the Policy is issued in connection with a Section 403(b) Plan, your surrender
rights may be restricted. See "FEDERAL TAX CONSIDERATIONS -- Policies Issued in
Connection with TSA Plans."

PARTIAL WITHDRAWAL

After the first Policy year, you may withdraw part of the surrender value of
your Policy on written request. Your written request must state the dollar
amount you wish to receive. You may allocate the amount withdrawn among the
sub-accounts and the fixed account. If you do not provide allocation
instructions, we will make a pro-rata allocation. Each partial withdrawal must
be at least $500. Under the Level Option, the face amount is reduced by the
partial withdrawal. We will not allow a partial withdrawal if it would reduce
the Level Option face amount below $40,000.

On a partial withdrawal from a sub-account, we will cancel the number of units
equal in value to the amount withdrawn. The amount withdrawn will be the amount
you requested plus the partial withdrawal costs. See "CHARGES AND DEDUCTIONS --
Partial Withdrawal Costs." We will normally pay the partial withdrawal within
seven days following our receipt of written request. We may delay payment as
described in "OTHER POLICY PROVISIONS -- Delay of Payments."

For important tax consequences of partial withdrawals, see "FEDERAL TAX
CONSIDERATIONS." If the Policy is issued in connection with a Section 403(b)
Plan, your withdrawal rights may be restricted. See "FEDERAL TAX CONSIDERATIONS
- -- Policies Issued in Connection with TSA Plans."

PAID-UP INSURANCE OPTION

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, up to the face amount of the Policy, 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 POLICY OWNER RIGHTS
AND BENEFITS WILL BE AFFECTED:

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

- We will not allow transfers of policy value from the fixed account
back to the variable 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 Policy 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 policy value in the variable
account to the fixed account on the date we receive written request to elect the
option.

On election of paid-up insurance, the Policy often will become a modified
endowment contract. If a Policy becomes a modified endowment contract, Policy
loans or surrender will receive unfavorable federal tax treatment. See "FEDERAL
TAX CONSIDERATIONS -- Modified Endowment Policies."

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CHARGES AND DEDUCTIONS

No surrender charges, partial withdrawal charges or front-end sales loads are
imposed, and no commissions are paid where the Policy owner as of the date of
application is within the following class of individuals:

All employees of First Allmerica and its affiliates and subsidiaries located at
First Allmerica's home office (or at off-site locations if such employees are on
First Allmerica's home office payroll); all employees and registered
representatives of any broker-dealer that has entered into a sales agreement
with us or Allmerica Investments, Inc. to sell the Policies and any spouses of
the above persons or any children of the above persons.

PAYMENT EXPENSE CHARGE

Currently, we deduct 4.0% of each payment as a payment expense charge. This
charge includes a:

- Current premium tax deduction of 2.5%

- Current deferred acquisition costs ("DAC tax") deduction of 1.0%

- Front-end sales load of 0.5%

The 2.5% premium tax deduction approximates our average expenses for state and
local premium taxes. Premium taxes vary, ranging from zero to more than 4.0%.
The premium tax deduction is made whether or not any premium tax applies. The
deduction may be higher or lower than the premium tax imposed. However, we do
not expect to make a profit from this deduction. The 1.0% DAC tax deduction
helps reimburse us for approximate expenses incurred from federal taxes for
deferred acquisition costs ("DAC taxes") of the Policies. We deduct the 0.5%
front-end sales load from each payment partially to compensate us for Policy
sales expenses.

We reserve the right to increase or decrease the premium tax deduction or DAC
tax deduction to reflect changes in our expenses for premium taxes or DAC taxes.
The 0.5% front-end sales load will not change, even if sales expenses change.

MONTHLY INSURANCE PROTECTION CHARGES

Before the final payment date, we will deduct a monthly insurance protection
charge from your policy value. This charge is the cost for insurance protection
under the Policy, including optional insurance benefits provided by rider.

We deduct the monthly insurance protection charge on each monthly processing
date starting with the date of issue. You may allocate monthly insurance
protection charges to one sub-account. If you make no allocation, we will make a
pro-rata allocation. If the sub-account you chose does not have sufficient funds
to cover the monthly insurance protection charges, we will make a pro-rata
allocation. We will deduct no monthly insurance protection charges on or after
the final payment date.

COMPUTING MONTHLY INSURANCE PROTECTION CHARGES -- We designed the monthly
insurance protection charge to compensate us for the anticipated cost of paying
net death benefits under the Policies. The charge is computed monthly for the
initial face amount and for each increase in face amount. Monthly insurance
protection charges can vary.

For the initial face amount under the Level Option, the monthly insurance
protection charge is the PRODUCT of:

- The insurance protection rate TIMES

- the DIFFERENCE between

- The initial face amount AND

- The policy value (MINUS any rider charges) at the beginning
of the Policy month

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Under the Level Option, the monthly insurance protection charge decreases as the
policy value increases if the guideline minimum sum insured is not in effect.

For the initial face amount under the Adjustable Option, the monthly insurance
protection charge is the PRODUCT of:

- The insurance protection rate TIMES

- The initial face amount

For each increase in face amount under the Level Option, the monthly insurance
protection charge is the PRODUCT of:

- The insurance protection rate for the increase TIMES

- The DIFFERENCE between

- The increase in face amount AND

- Any policy value (MINUS any rider charges) GREATER than the initial
face amount at the beginning of the Policy month and not allocated
to a prior increase

For each increase in face amount under the Adjustable Option, the monthly
insurance protection charge is the PRODUCT of:

- The insurance protection rate for the increase TIMES

- The increase in face amount

If the guideline minimum sum insured is in effect under either Option, we will
compute a monthly insurance protection charge for that part of the death benefit
subject to the guideline minimum sum insured that exceeds the current death
benefit not subject to the guideline minimum sum insured. This charge is the
PRODUCT of:

- The insurance protection rate for the initial face amount TIMES

- The DIFFERENCE between

- The guideline minimum sum insured AND

- The GREATER of:

- The face amount OR the policy value, if you selected the
level option OR

- the face amount PLUS the policy value, if you selected the
Adjustable Option

We will adjust the monthly insurance protection charge for any decreases in face
amount. See "THE POLICY -- Change In Face Amount: Decreases."

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

- Male, female or blended unisex rate table

- Age and underwriting class of the Insured

- Effective date of an increase or date of any rider

For unisex Policies, sex-distinct rates do not apply. For the initial face
amount, the insurance protection rates are based on your age at the beginning of
each Policy year. For an increase in face amount or for a rider, the insurance
protection rates are based on your age on each anniversary of the effective date
of the increase or rider. We base the current insurance protection rates on our
expectations as to future mortality experience. Rates will not, however, be
greater than the guaranteed insurance protection rates set forth in the Policy.
These guaranteed rates are based on the Commissioners 1980 Standard Ordinary
Mortality Tables, Smoker or Non-Smoker (Mortality Table B for unisex Policies)
and the Insured's sex and age. The Tables used for this purpose set forth
different mortality estimates for males and females and for smokers and
non-smokers. Any change in the

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insurance protection rates will apply to all Insureds of the same age, sex and
underwriting class whose Policies have been in force for the same period.

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

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

CHARGES AGAINST OR REFLECTED IN THE ASSETS OF THE VARIABLE ACCOUNT

We assess each sub-account with a charge for mortality and expense risks we
assume and, during the first ten Policy years, a charge for administrative
expenses of the variable account. Fund expenses are also reflected in the
variable account.

ADMINISTRATIVE CHARGE -- During the first ten Policy years, we impose a daily
charge at an annual rate of 0.15% of the average daily net asset value in each
sub-account. The charge is to help reimburse us for administrative expenses
incurred in the administration of the variable account and the sub-accounts. It
is not expected to be a source of profit. The administrative functions and
expenses we assume for the variable account and the sub-accounts include:

- Clerical, accounting, actuarial and legal services

- Rent, postage, telephone, office equipment and supplies,

- The expenses of preparing and printing registration statements and
prospectuses (not allocable to sales expense)

- Regulatory filing fees and other fees

We do not assess the administrative charge after the tenth Policy year.

MORTALITY AND EXPENSE RISK CHARGE -- We impose a daily charge at a current
annual rate of 0.65% of the average daily net asset value of each sub-account.
This charge compensates us for assuming mortality and expense risks for variable
interests in the Policies. The Company may increase this charge, subject to
state and federal law, to an annual rate no greater than 0.80%.

The mortality risk we assume is that Insureds may live for a shorter time than
anticipated. If this happens, we will pay more net death benefits than
anticipated. The expense risk we assume is that the expenses incurred in issuing
and administering the Policies will exceed those compensated by the
administrative charges in the Policies. If the charge for mortality and expense
risks is not sufficient to cover mortality experience and expenses, we will
absorb the losses. If the charge turns out to be higher than mortality and
expense risk expenses, the difference will be a profit to us. If the charge
provides us with a profit, the profit will be available for our use to pay
distribution, sales and other expenses.

FUND EXPENSES -- The value of the units of the sub-accounts will reflect the
investment advisory fee and other expenses of the funds whose shares the
sub-accounts purchase. The prospectuses and statements of additional information
of the Trust, VIP and T. Rowe Price contain more information concerning the fees
and expenses.

No charges are currently made against the sub-accounts for federal or state
income taxes. Should income taxes be imposed, we may make deductions from the
sub-accounts to pay the taxes. See "FEDERAL TAX CONSIDERATIONS."

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SURRENDER CHARGE

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

We compute the surrender charge on date of issue and on any increase in face
amount. The surrender charge applies for ten years from date of issue or
increase in face amount. We impose the surrender charge only if, during its
duration, you request a full surrender or a decrease in face amount.

The maximum surrender charge includes a:

- Deferred administrative charge of $8.50 per thousand dollars of the
initial face amount or increase

- Deferred sales charge of 28.5% of payments received or associated
with the increase up to the guideline annual premium for the
increase

The maximum surrender charge will not exceed a specified amount per $1,000 of
initial face amount or increase because of state-imposed limits. The maximum
surrender charge is level for the first 24 Policy months and then reduces by
1/96th for the next 96 Policy months, reaching zero at the end of ten Policy
years.

Payments associated with an increase equal that part of the payments made on or
after the increase that are allocated to the increase. We allocate payments
based on relative guideline annual premium payments. For example, assume that
the guideline annual premium is $1,500 before an increase and is $2,000 with the
increase. The policy value on the effective date of the increase would be
allocated 75% ($1,500/$2,000) to the initial face amount and 25% to the
increase. All future payments would also be allocated 75% to the initial face
amount and 25% to the increase.

If more than one surrender charge is in effect because of one or more increases
in face amount, we will apply the surrender charges in inverse order. We will
apply surrender and partial withdrawal charges (described below) in this order:

- First, the most recent increase

- Second, the next most recent increases, and so on

- Third, the initial face amount.

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

- The decrease DIVIDED by the current face amount TIMES

- the surrender charge

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

See "APPENDIX E -- COMPUTING MAXIMUM SURRENDER CHARGES" for examples of how we
compute the maximum surrender charge.

PARTIAL WITHDRAWAL COSTS

For each partial withdrawal, we deduct a transaction fee of 2.0% of the amount
withdrawn, not to exceed $25. This fee is intended to reimburse us for the cost
of processing the withdrawal.

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A partial withdrawal charge may also be deducted from policy value. However, in
any Policy year, you may withdraw, without a partial withdrawal charge, up to;

- 10% of the policy value MINUS

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

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

We impose the partial withdrawal charge on any withdrawal greater than the Free
10% Withdrawal. The charge is 5.0% of the excess withdrawal up to the surrender
charge. If no surrender charge applies on withdrawal, no partial withdrawal
charge will apply. We will reduce the Policy's outstanding surrender charge by
the partial withdrawal charge deducted, proportionately reducing the deferred
sales and administrative charges. The partial withdrawal charge deducted will
decrease existing surrender charges in inverse order.

TRANSFER CHARGES

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

If you apply for automatic transfers, the first automatic transfer counts as one
transfer. Each future automatic transfer is without charge and does not reduce
the remaining number of transfers that may be made without charge.

Each of the following transfers of policy value from the sub-accounts to the
fixed account is free and does not count as one of the 12 free transfers in a
Policy year:

- A conversion within the first 24 months from date of issue or
increase

- A transfer to the fixed account to secure a loan

- A reallocation of policy value within 20 days of the date of issue

CHARGE FOR CHANGE IN FACE AMOUNT

For each increase or decrease in face amount, we will deduct a transaction
charge of $50 from policy value to reimburse us for the administrative costs of
the change.

OTHER ADMINISTRATIVE CHARGES

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

- Changing net payment allocation instructions

- Changing the allocation of monthly insurance protection charges
among the various sub-accounts and the fixed account

- Providing a projection of values

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

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POLICY LOANS

You may borrow money secured by your policy value. The total amount you may
borrow, including any outstanding loan, is the loan value. In the first Policy
year, the loan value is 75% of:

- The policy value MINUS

- Any surrender charges, unpaid monthly insurance protection charges
and outstanding loan interest through the end of the Policy year

After the first Policy year, the loan value is 90% of:

- The policy value MINUS

- Any surrender charges

There is no minimum loan. We will usually pay the loan within seven days after
we receive the written request. We may delay the payment of loans as stated in
"OTHER POLICY PROVISIONS -- Delay of Payments."

We will allocate the loan among the sub-accounts and the fixed account according
to your instructions. If you do not make an allocation, we will make a pro-rata
allocation. We will transfer policy value in each sub-account equal to the
Policy loan to the fixed account. We will not count this transfer as a transfer
subject to the transfer charge.

Policy value equal to the outstanding loan will earn monthly interest in the
fixed account at an annual rate of at least 6.0% (8.0% for preferred loans). NO
OTHER INTEREST WILL BE CREDITED.

If you are a participant under a Section 403(b) TSA plan and purchased the
Policy in connection with the plan, your Policy loan rights are limited. See
"Policies Issued in Connection with TSA Plans" below, and "FEDERAL TAX
CONSIDERATIONS -- Policies Issued in Connection with TSA Plans."

PREFERRED LOAN OPTION

This option is available to you upon written request after the first Policy
year. It may be revoked by you at any time.

The preferred loan option is available during Policy years 2-10 only if your
policy value, minus the surrender charge, is $50,000 or more. The option applies
to up to 10% of this amount. After the 10th Policy year, the preferred loan
option is available on all loans or on all or a part of the loan value as you
request. The guaranteed annual interest rate credited to the policy value
securing a preferred loan will be 8%.

There is some uncertainty as to the tax treatment of preferred loans. Consult a
qualified tax adviser (and see "FEDERAL TAX CONSIDERATIONS").

LOAN INTEREST CHARGED

Interest accrues daily at the annual rate of 8.0%. Interest is due and payable
in arrears at the end of each Policy year or for as short a period as the loan
may exist. Interest not paid when due will be added to the loan amount and bears
interest at the same rate.

REPAYMENT OF OUTSTANDING LOAN

You may pay any loans before Policy lapse. We will allocate that part of the
policy value in the fixed account that secured a repaid loan to the sub-accounts
and fixed account according to your instructions. If you do not make a repayment
allocation, we will allocate policy value according to your most recent payment
allocation instructions. However, loan repayments allocated to the variable
account cannot exceed policy value previously transferred from the variable
account to secure the outstanding loan.

If the outstanding loan exceeds the policy value less the surrender charge, the
Policy will terminate. We will mail a notice of termination to the last known
address of you and any assignee. If you do not make sufficient

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payment within 62 days after this notice is mailed, the Policy will terminate
with no value. See "POLICY TERMINATION AND REINSTATEMENT."

EFFECT OF POLICY LOANS

Policy loans will permanently affect the policy value and surrender value, and
may permanently affect the death benefit. The effect could be favorable or
unfavorable, depending on whether the investment performance of the sub-accounts
is less than or greater than the interest credited to the policy value in the
fixed account that secures the loan.

We will deduct any outstanding loan from the proceeds payable when the Insured
dies or from a surrender.

POLICIES ISSUED IN CONNECTION WITH TSA PLANS

If your Policy was issued in connection with a TSA plan, Policy loans are
permitted in accordance with the terms of the Policy. However, if a Policy loan
does not comply with the requirements of Code Section 72(p), the TSA plan may
become disqualified and Policy Values may be includible in your current income.
Policy loans must meet the following additional requirements:

- Loans must be repaid within five years, except when the loan is
used to acquire any dwelling unit which within a reasonable time is
to be used as the Policy owner's principal residence.

- All Policy loans must be amortized on a level basis with loan
repayments being made not less frequently than quarterly.

- The sum of all outstanding loan balances for all loans from all of
your TSA plans may not exceed the lesser of:

- $50,000 reduced by the excess (if any) of

- the highest outstanding balance of loans from all of the
Policy owner's TSA plans during the one-year period
preceding the date of the loan, minus

- the outstanding balance of loans from the Policy owner's TSA
plans on the date on which such loan was made

- 50% of the Policy owner's non-forfeitable accrued benefit in all of
his/her TSA plans, but not less than $10,000.

SEE "FEDERAL TAX CONSIDERATIONS -- Policies Issued in Connection with TSA
Plans."

A QUALIFIED TAX ADVISER SHOULD BE CONSULTED BEFORE REQUESTING A POLICY LOAN.

POLICY TERMINATION AND REINSTATEMENT

TERMINATION

The Policy will terminate if:

- Surrender value is insufficient to cover the next monthly insurance
protection charge plus loan interest accrued OR

- Outstanding loan exceeds the policy value less surrender charges

If one of these situations occurs, the Policy will be in default. You will then
have a grace period of 62 days, measured from the date of default, to pay a
premium sufficient to prevent termination. On the date of default, we will send
a notice to you and to any assignee of record. The notice will state the premium
due and the date by which it must be paid.

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

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

REINSTATEMENT

A terminated Policy may be reinstated within three years of the date of default
and before the final payment date. The reinstatement takes effect on the monthly
processing date following the date you submit to us:

- Written application for reinstatement

- Evidence of insurability showing that the Insured is insurable
according to our underwriting rules AND

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

Policies which have been surrendered may not be reinstated.

MINIMUM AMOUNT PAYABLE -- If reinstatement is requested when less than 48
monthly insurance protection charges have been paid since the date of issue or
increase in the face amount, you must pay the LESSER of:

- The minimum monthly payment for the three months beginning on the
date of reinstatement OR

- the SUM of:

- The amount by which the surrender charge on the date of
reinstatement exceeds the policy value on the date of
default PLUS

- Monthly insurance protection charges for the three months
beginning on the date of reinstatement

If you request reinstatement more than 48 monthly processing dates from the date
of issue or increase in the face amount, you must pay the sum shown above
without regard to the three months of minimum monthly payments.

SURRENDER CHARGE -- The surrender charge on the date of reinstatement is the
surrender charge that would have been in effect had the Policy remained in force
from the date of issue.

POLICY VALUE ON REINSTATEMENT -- The policy value on the date of reinstatement
is:

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

- The policy value less any outstanding loan on the date of default
(not to exceed the surrender charge on the date of reinstatement)
MINUS

- The monthly insurance protection charges due on the date of
reinstatement

You may reinstate any outstanding loan.

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OTHER POLICY PROVISIONS

POLICY OWNER

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

BENEFICIARY

The beneficiary is the person or persons to whom the net death benefit is
payable on the Insured's death. Unless otherwise stated in the Policy, the
beneficiary has no rights in the Policy before the Insured dies. While the
Insured is alive, you may change the beneficiary, unless you have declared the
beneficiary to be irrevocable. If no beneficiary is alive when the Insured dies,
the Policy owner (or the Policy owner's estate) will be the beneficiary. If more
than one beneficiary is alive when the Insured dies, we will pay each
beneficiary in equal shares, unless you have chosen otherwise. Where there is
more than one beneficiary, the interest of a beneficiary who dies before the
Insured will pass to surviving beneficiaries proportionally.

ASSIGNMENT

You may assign a Policy as collateral or make an absolute assignment. All Policy
rights will be transferred as to the assignee's interest. The consent of the
assignee may be required to make changes in payment allocations, make transfers
or to exercise other rights under the Policy. We are not bound by an assignment
or release thereof, unless it is in writing and recorded at our principal
office. When recorded, the assignment will take effect on the date the written
request was signed. Any rights the assignment creates will be subject to any
payments we made or actions we took before the assignment is recorded. We are
not responsible for determining the validity of any assignment or release.

The following Policy provisions may vary by state.

LIMIT ON RIGHT TO CHALLENGE POLICY

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

SUICIDE

The net death benefit will not be paid if the Insured commits suicide, while
sane or insane, within two years from the date of issue. Instead, we will pay
the beneficiary all payments made for the Policy, without interest, less any
outstanding loan and partial withdrawals. If the Insured commits suicide, while
sane or insane, within two years from any increase in face amount, we will not
recognize the increase. We will pay to the beneficiary the monthly insurance
protection charges paid for the increase.

MISSTATEMENT OF AGE OR SEX

If the Insured's age or sex is not correctly stated in the Policy application or
enrollment form, we will adjust benefits under the Policy to reflect the correct
age and sex. The adjusted benefit will be the benefit that the most recent
monthly insurance protection charge would have purchased for the correct age and
sex. We will not reduce the death benefit to less than the guideline minimum sum
insured. For a unisex Policy, there is no adjusted benefit for misstatement of
sex.

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<PAGE>
DELAY OF PAYMENTS

Amounts payable from the variable account for surrender, partial withdrawals,
net death benefit, Policy loans and transfers may be postponed whenever:

- The New York Stock Exchange is closed other than customary weekend
and holiday closings

- The SEC restricts trading on the New York Stock Exchange

- The SEC determines an emergency exists, so that disposal of
securities is not reasonably practicable or it is not reasonably
practicable to compute the value of the variable account's net
assets

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

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

FEDERAL TAX CONSIDERATIONS

The following summary of federal tax considerations is based on our
understanding of the present federal income tax laws as they are currently
interpreted. Legislation may be proposed which, if passed, could adversely and
possibly retroactively affect the taxation of the Policies. This summary is not
exhaustive, does not purport to cover all situations, and is not intended as tax
advice. We do not address tax provisions that may apply if the Policy owner is a
corporation or the trustee of an employee benefit plan. You should consult a
qualified tax adviser to apply the law to your circumstances.

ALLMERICA FINANCIAL AND THE VARIABLE ACCOUNT

Allmerica Financial is taxed as a life insurance company under Subchapter L of
the Code. We file a consolidated tax return with our parent and affiliates. We
do not currently charge for any income tax on the earnings or realized capital
gains in the variable account. We do not currently charge for federal income
taxes respecting the variable account. A charge may apply in the future for any
federal income taxes we incur. The charge may become necessary, for example, if
there is a change in our tax status. Any charge would be designed to cover the
federal income taxes on the investment results of the variable account.

Under current laws, Allmerica Financial may incur state and local taxes besides
premium taxes. These taxes are not currently significant. If there is a material
change in these taxes affecting the variable account, we may charge for taxes
paid or for tax reserves.

TAXATION OF THE POLICIES

We believe that the Policies described in this Prospectus are life insurance
contracts under Section 7702 of the Code. Section 7702 affects the taxation of
life insurance contracts and places limits on the relationship of the policy
value to the death benefit. As life insurance contracts, the net death benefits
of the Policies are excludable from the gross income of the beneficiaries. Also,
any increase in policy value is not taxable until received by you or your
designee (but see "Modified Endowment Policies").

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

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

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<PAGE>

A surrender, partial withdrawal, change in the death benefit option, change in
the face amount, lapse with Policy loan outstanding, or assignment of the Policy
may have tax consequences. Within the first fifteen Policy years, a distribution
of cash required under Section 7702 of the Code because of a reduction of
benefits under the Policy will be taxed to the Policy owner as ordinary income
respecting any investment earnings. Federal, state and local income, estate,
inheritance, and other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Insured, policy owner or
beneficiary.

POLICY LOANS

We believe that non-preferred loans received under the Policy will be treated as
an indebtedness of the Policyowner for federal income tax purposes. Under
current law, these loans will not constitute income for the Policyowner while
the Policy is in force (but see "Modified Endowment Policies"). There is a risk,
however, that a preferred loan may be characterized by the Internal Revenue
Service ("IRS") as a withdrawal and taxed accordingly. At the present time, the
IRS has not issued any guidance on whether loans with the attributes of a
preferred loan should be treated differently than a non-preferred loan. This
lack of specific guidance makes the tax treatment of preferred loans uncertain.
In the event IRS guidelines are issued in the future, you may revoke your
request for a preferred loan.

Section 264 of the Code restricts the deduction of interest on Policy loans.
Consumer interest paid on Policy loans under an individually owned Policy is not
tax deductible. Generally, no tax deduction for interest is allowed on Policy
loans, if the Insured is an officer or employee of, or is financially interested
in, any business carried on by the taxpayer. There is an exception to this rule
which permits a deduction for interest on loans up to $50,000 related to any
policies covering the greater of (1) five individuals or (2) the lesser of (a)
5% of the total number of officers and employees of the corporation or (b) 20
individuals.

POLICIES ISSUED IN CONNECTION WITH TSA PLANS

The Policies may be issued in connection with tax-sheltered annuity ("TSA")
plans of certain public school systems and organizations that are tax exempt
under Section 501(c)(3) of the Code.

A Policy issued in connection with a TSA Plan will be endorsed to reflect the
restrictions under Section 403(b) of the Code. The Policyowner may terminate the
endorsement at any time. However, the termination of the endorsement may cause
the Policy to fail to qualify under Section 403(b) of the Code. A Policy issued
in connection with a TSA Plan may also have limitations on Policy loans. See
"POLICY LOANS -- Policies Issued in Connection with TSA Plans."

Under the provisions of Section 403(b) of the Code, payments made for annuity
policies purchased for employees under TSA plans are excludable from the gross
income of such employees, to the extent that the aggregate purchase payments in
any year do not exceed the maximum contribution permitted under the Code. The
Company has received a Private Letter Ruling with respect to the status of the
Policies as providing "incidental life insurance" when issued in connection with
TSA plans. In the Private Letter Ruling, the IRS has taken the position that the
purchase of a life insurance policy by the employer as part of a TSA plan will
not violate the "incidental benefit" rules of Section 403(b) and the regulations
thereunder. The Private Letter Ruling also stated that the use of current or
accumulated contributions to purchase a life insurance policy will not result in
current taxation of the premium payments for the life insurance policy, except
for the current cost of the life insurance protection.

A policy qualifying under Section 403(b) of the Code must provide that
withdrawals or other distributions attributable to salary reduction
contributions (including earnings) may not begin before the employee attains age
59 1/2, separates from service, dies, or becomes disabled. In the case of
hardship, you may withdraw amounts contributed by salary reduction, but not the
earnings on such amounts. Even though a distribution may be permitted under
these rules (e.g., for hardship or after separation from service), it may
nonetheless be subject to a 10% penalty tax as a premature distribution, in
addition to income tax.

Policy loans are generally permitted in accordance with the terms of the Policy,
but there are certain additional limitations; see "POLICY LOANS -- Policies
Issued in Connection with TSA Plans." However, if a Policy loan

41
<PAGE>

does not comply with the requirements of Code Section 72(p), your TSA plan may
become disqualified and Policy values may be includible in current income.

MODIFIED ENDOWMENT POLICIES

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

- Total payments during the first seven Policy years EXCEED

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

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

- Made after the taxpayer becomes disabled,

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

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

All modified endowment contracts issued by the same insurance company to the
same policy owner during any 12-month period will be treated as a single
modified endowment contract in computing taxable distributions.

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

VOTING RIGHTS

Where the law requires, we will vote fund shares that each sub-account holds
according to instructions received from Policy owners with policy value in the
sub-account. If, under the 1940 Act or its rules, we may vote shares in our own
right, whether or not the shares relate to the Policies, we reserve the right to
do so.

We will provide each person having a voting interest in a fund with proxy
materials and voting instructions. We will vote shares held in each sub-account
for which no timely instructions are received in proportion to all instructions
received for the sub-account. We will also vote in the same proportion our
shares held in the variable account that do not relate to the Policies.

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

- Each Policy owner's policy value in the sub-account divided by

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

We may disregard voting instructions Policy owners or the Trustees initiate in
favor of any change in the investment policies or in any investment adviser or
principal underwriter. Our disapproval of any change must be reasonable. A
change in investment policies or investment adviser must be based on a good
faith determination that the change would be contrary to state law or otherwise
is improper under the objectives and purposes of the funds. If we do disregard
voting instructions, we will include a summary of and reasons for that action in
the next report to Policy owners.

42
<PAGE>

DIRECTORS AND PRINCIPAL OFFICERS OF ALLMERICA FINANCIAL

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

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

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

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

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

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

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

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

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

Larry C. Renfro Director of First Allmerica since 1996; Vice
Director President, First Allmerica since 1990

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

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

DISTRIBUTION

Allmerica Investments, Inc., an indirect wholly owned subsidiary of First
Allmerica, acts as the principal underwriter and general distributor of the
Policies. Allmerica Investments, Inc. is registered with the SEC as a
broker-dealer and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Broker-dealers sell the Policies through their registered
representatives who are appointed by us.

We pay to broker-dealers who sell the Policy commissions based on a commission
schedule. After the date of issue or an increase in Face Amount, commissions
will be 90% of the first-year payments up to a payment

43
<PAGE>

amount we established and 4% of any excess. Commissions will be 2% for
subsequent payments, plus 0.25% of unloaned Policy value. To the extent
permitted by NASD rules, promotional incentives or payments may also be provided
to broker-dealers based on sales volumes, the assumption of wholesaling
functions or other sales-related criteria. Other payments may be made for other
services that do not directly involve the sale of the Policies. These services
may include the recruitment and training of personnel, production of promotional
literature, and similar services.

We intend to recoup commissions and other sales expenses through:

- The front-end sales load

- The deferred sales charge

- Investment earnings on amounts allocated under the Policies to the
Fixed Account

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

SERVICES

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

REPORTS

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

- Payments

- Changes in Face Amount

- Changes in death benefit option

- Transfers among Sub-Accounts and the Fixed Account

- Partial withdrawals

- Increases in loan amount or loan repayments

- Lapse or termination for any reason

- Reinstatement

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

LEGAL PROCEEDINGS

There are no pending legal proceedings involving the Variable Account or its
assets. Allmerica Financial is not involved in any litigation that is materially
important to its total assets.

44
<PAGE>
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right, subject to law, to make additions to, deletions from, or
substitutions for the shares that are held in the Sub-Accounts. We may redeem
the shares of a Fund and substitute shares of another registered open-end
management company, if:

- The shares of the fund are no longer available for investment OR

- In our judgment further investment in the Fund would be improper
based on the purposes of the Variable Account or the affected
Sub-Account

Where the 1940 Act or other law requires, we will not substitute any shares
respecting a Policy interest in a sub-account without notice to Policy owners
and prior approval of the SEC and state insurance authorities. The variable
account may, as the law allows, purchase other securities for other policies or
allow a conversion between policies on a Policy owner's request.

We reserve the right to establish additional sub-accounts funded by a new fund
or by another investment company. Subject to law, we may, in our sole
discretion, establish new sub-accounts or eliminate one or more sub-accounts.

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

We may change the Policy to reflect a substitution or other change and will
notify Policy owners of the change. Subject to any approvals the law may
require, the variable account or any sub-accounts may be:

- Operated as a management company under the 1940 Act

- Deregistered under the 1940 Act if registration is no longer
required OR

- Combined with other sub-accounts or our other separate accounts

FURTHER INFORMATION

We have filed a 1933 Act registration statement for this offering with the SEC.
Under SEC rules and regulations, we have omitted from this Prospectus parts of
the registration statement and amendments. Statements contained in this
Prospectus are summaries of the Policy and other legal documents. The complete
documents and omitted information may be obtained from the SEC's principal
office in Washington, D.C., on payment of the SEC's prescribed fees.

MORE INFORMATION ABOUT THE FIXED ACCOUNT

This Prospectus serves as a disclosure document only for the aspects of the
Policy relating to the variable account. For complete details on the fixed
account, read the Policy itself. The fixed account and other interests in the
general account are not regulated under the 1933 Act or the 1940 Act because of
exemption and exclusionary provisions. The 1933 Act provisions on the accuracy
and completeness of statements made in prospectuses may apply to information on
the fixed part of the Policy and the fixed account. The SEC has not reviewed the
disclosures in this section of the Prospectus.

45
<PAGE>
GENERAL DESCRIPTION

You may allocate part or all of your net payments to accumulate at a fixed rate
of interest in the fixed account. The fixed account is a part of our general
account. The general account is made up of all of our general assets other than
those allocated to any separate account. Allocations to the fixed account become
part of our general account assets and are used to support insurance and annuity
obligations.

FIXED ACCOUNT INTEREST

We guarantee amounts allocated to the fixed account as to principal and a
minimum rate of interest. The minimum interest we will credit on amounts
allocated to the fixed account is 4.0% compounded annually. "Excess interest"
may or may not be credited at our sole discretion. We will guarantee initial
rates on amounts allocated to the fixed account, either as payments or
transfers, to the next Policy anniversary. At each Policy anniversary, we will
credit the then current interest rate to money remaining in the fixed account.
We will guarantee this rate for one year.

TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS

If a Policy is surrendered or if a partial withdrawal is made, a surrender
charge or partial withdrawal charge may be imposed. On a decrease in face
amount, the surrender charge deducted is a fraction of the charge that would
apply to a full surrender. We deduct partial withdrawals from policy value
allocated to the fixed account on a last-in/first out basis.

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

Policy loans may also be made from the policy value in the fixed account. We
will credit that part of the policy value that is equal to any outstanding loan
with interest at an effective annual yield of at least 6.0% (8.0% for preferred
loans).

We may delay transfers, surrenders, partial withdrawals, net death benefits and
Policy loans up to six months. However, if payment is delayed for 30 days or
more, we will pay interest at least equal to an effective annual yield of 3.0%
per year for the deferment. Amounts from the fixed account used to make payments
on policies that we or our affiliates issue will not be delayed.

INDEPENDENT ACCOUNTANTS

The financial statements of Allmerica Financial Life Insurance and Annuity
Company prepared in accordance with generally accepted accounting principles as
of and for the year ended December 31, 1996, the statutory basis financial
statements of Allmerica Financial Life Insurance and Annuity Company for 1995
and each of the three years ended December 31, 1995 and the financial statements
of Allmerica Select Separate Account of the Company at December 31, 1996 and for
the periods indicated, included in this Prospectus constituting part of this
Registration Statement, have been so included in reliance on the reports of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of Allmerica Financial Life Insurance and Annuity
Company included herein should be considered only as bearing on the ability of
Allmerica Financial Life Insurance and Annuity Company to meet its obligations
under the Policies.

FINANCIAL STATEMENTS

Financial Statements for Allmerica Financial and for Allmerica Select Separate
Account II are included in this prospectus, starting on the next page. The
financial statements of Allmerica Financial should be considered only as bearing
on our ability to meet our obligations under the Policy. They should not be
considered as bearing on the investment performance of the assets held in the
variable account.

46
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY

FINANCIAL STATEMENTS
DECEMBER 31, 1996
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying balance sheet and the related statement of
income, of shareholder's equity, and of cash flows present fairly, in all
material respects, the financial position of Allmerica Financial Life Insurance
and Annuity Company at December 31, 1996, and the results of their operations
and their cash flows for the year 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 audit. We conducted our audit 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 audit provides a
reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
February 3, 1997
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
STATEMENT OF INCOME

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
(IN MILLIONS) 1996
----------------------------------------------- ---------
<S> <C>
REVENUES
Premiums..................................... $ 32.7
Universal life and investment product
policy fees............................... 176.2
Net investment income...................... 171.7
Net realized investment losses............. (3.6)
Other income............................... 0.9
---------
Total revenues......................... 377.9
---------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
adjustment expenses....................... 192.6
Policy acquisition expenses................ 49.9
Other operating expenses................... 86.6
---------
Total benefits, losses and expenses.... 329.1
---------
Income before federal income taxes............. 48.8
---------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current.................................... 26.9
Deferred................................... (9.8)
---------
Total federal income tax expense....... 17.1
---------
Net income..................................... $ 31.7
---------
---------
</TABLE>

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

F-1
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1996
-------------------------------------------------------- ----------
<S> <C>
ASSETS
Investments:
Fixed maturities-at fair value (amortized cost of
$1,660.2).......................................... $ 1,698.0
Equity securities-at fair value (cost of $33.0)..... 41.5
Mortgage loans...................................... 221.6
Real estate......................................... 26.1
Policy loans........................................ 131.7
Other long-term investments......................... 7.9
----------
Total investments............................... 2,126.8
----------
Cash and cash equivalents............................. 18.8
Accrued investment income............................. 37.7
Deferred policy acquisition costs..................... 632.7
----------
Reinsurance receivables:
Future policy benefits.............................. 68.1
Outstanding claims, losses and loss adjustment
expenses........................................... 3.5
Other............................................... 0.9
----------
Total reinsurance receivables................... 72.5
----------
Other assets.......................................... 8.2
Separate account assets............................... 4,524.0
----------
Total assets.................................... $ 7,420.7
----------
----------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.............................. $ 2,163.0
Outstanding claims, losses and loss adjustment
expenses........................................... 15.4
Unearned premiums................................... 2.7
Contractholder deposit funds and other policy
liabilities........................................ 32.8
----------
Total policy liabilities and accruals........... 2,213.9
----------
Expenses and taxes payable............................ 77.3
Deferred federal income taxes......................... 60.2
Separate account liabilities.......................... 4,523.6
----------
Total liabilities............................... 6,875.0
----------
Commitments and contingencies (Note 12)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares
authorized, 2,518 shares issued and outstanding...... 2.5
Additional paid-in-capital............................ 346.3
Unrealized appreciation on investments, net........... 20.5
Retained earnings..................................... 176.4
----------
Total shareholder's equity...................... 545.7
----------
Total liabilities and shareholder's equity...... $ 7,420.7
----------
----------
</TABLE>

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

F-2
<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
(IN MILLIONS) 1996
----------------------------------------------- ---------
<S> <C>
COMMON STOCK
Balance at beginning of year............... $ 2.5
Issued during year......................... --
---------
Balance at end of year..................... 2.5
---------
ADDITIONAL PAID-IN-CAPITAL
Balance at beginning of year............... 324.3
Contributed from parent.................... 22.0
---------
Balance at end of year..................... 346.3
---------
RETAINED EARNINGS
Balance at beginning of year............... 144.7
Net income................................. 31.7
---------
Balance at end of year..................... 176.4
---------
NET UNREALIZED APPRECIATION (DEPRECIATION) ON
INVESTMENTS
Balance at beginning of year............... 23.8
---------
Appreciation (depreciation) during the
period:
Net appreciation (depreciation) on
available-for-sale securities........... (5.1)
(Provision) benefit for deferred
federal income taxes.................... 1.8
---------
(3.3)
---------
Balance at end of year................. 20.5
---------
Total shareholder's equity......... $ 545.7
---------
---------
</TABLE>

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

F-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
(IN MILLIONS) 1996
-------------------------------------------- ----------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................. $ 31.7
Adjustments to reconcile net income to
net cash provided by operating
activities:
Net realized losses................. 3.6
Net amortization and depreciation... 3.5
Deferred federal income taxes
(benefits)........................... (9.8)
Change in deferred policy
acquisition costs.................... (66.8)
Change in premiums and notes
receivable, net of reinsurance
payable.............................. (0.2)
Change in accrued investment
income............................... 1.2
Change in policy liabilities and
accruals, net........................ (39.9)
Change in reinsurance receivable.... (1.5)
Change in expenses and taxes
payable.............................. 32.3
Separate account activity, net...... 10.5
Other, net.......................... (0.2)
----------
Net cash provided by operating
activities.................... (35.6)
----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities
of available-for-sale fixed
maturities............................. 809.4
Proceeds from disposals of equity
securities............................. 1.5
Proceeds from disposals of other
investments............................ 17.5
Proceeds from mortgages matured or
collected.............................. 34.0
Purchase of available-for-sale fixed
maturities............................. (795.8)
Purchase of equity securities........... (13.2)
Purchase of other investments........... (36.2)
Other investing activities, net......... (2.1)
----------
Net cash (used in) provided by
investing activities.......... 15.1
----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock and
capital paid in........................ 22.0
----------
Net cash provided by financing
activities.................... 22.0
----------
Net change in cash and cash equivalents..... 1.5
Cash and cash equivalents, beginning of
year....................................... 17.3
----------
Cash and cash equivalents, end of year...... $ 18.8
----------
----------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid........................... $ 3.4
Income taxes paid....................... $ 16.5
</TABLE>

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

F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION

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

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

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

B. VALUATION OF INVESTMENTS

The Company classifies all debt and equity securities as available-for-sale.

Realized gains and losses on sales of fixed maturities and equity securities
are determined on the specific-identification basis using amortized cost for
fixed maturities and cost for equity securities. Fixed maturities and equity
securities with other than temporary declines in fair value are written down to
estimated fair value resulting in the recognition of realized losses.

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

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

Policy loans are carried principally at unpaid principal balances.

Real estate that has been acquired through the foreclosure of mortgage loans
is valued at the estimated fair value at the time of foreclosure. The Company
considers several methods in determining fair value at foreclosure, using
primarily third-party appraisals and discounted cash flow analyses. After
foreclosure, the Company makes a determination as to whether the asset should be
held for production of income or held for sale.

Real estate investments held for the production of income and held for sale
are carried at depreciated cost less valuation allowances, if necessary, to
reduce the carrying value to fair value. Depreciation is generally calculated
using the straight-line method.

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

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

C. FINANCIAL INSTRUMENTS

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

D. CASH AND CASH EQUIVALENTS

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

E. DEFERRED POLICY ACQUISITION COSTS

Acquisition costs consist of commissions, underwriting costs and other
costs, which vary with, and are primarily related to, the production of
revenues. Acquisition costs related to universal life and group variable
universal life products and contractholder deposit funds are deferred and
amortized in proportion to total estimated gross profits over the expected life
of the contracts using a revised interest rate applied to the remaining benefit
period. Acquisition costs related to annuity and other life insurance businesses
are deferred and amortized, generally in proportion to the ratio of annual
revenue to the estimated total revenues over the contract periods based upon the
same assumptions used in estimating the liability for future policy benefits.
Deferred acquisition costs for each product are reviewed to determine if they
are recoverable from future income, including investment income. If such costs
are determined to be unrecoverable, they are expensed at the time of
determination.

Although realization of deferred policy acquisition costs is not assured,
management believes it is more likely than not that all of these costs will be
realized. The amount of deferred policy acquisition costs considered realizable,
however, could be reduced in the near term if the estimates of gross profits or
total revenues discussed above are reduced. The amount of amortization of
deferred policy acquisition costs could be revised in the near term if any of
the estimates discussed above are revised.

F. SEPARATE ACCOUNTS

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

G. POLICY LIABILITIES AND ACCRUALS

Future policy benefits are liabilities for life, health and annuity
products. Such liabilities are established in amounts adequate to meet the
estimated future obligations of policies in force. The liabilities associated
with traditional life insurance products are computed using the net level
premium method for individual life and annuity policies, and are based upon
estimates as to future investment yield, mortality and withdrawals that include
provisions for adverse deviation. Future policy benefits for individual life
insurance and annuity policies are computed using interest rates ranging from
2 1/2% to 6% for life insurance and 2% to 9 1/2% for annuities. Mortality,
morbidity and withdrawal assumptions for all policies are based on the Company's
own experience and industry standards. Liabilities for universal life include
deposits received from customers and investment earnings on their fund balances,
less administrative charges. Universal life fund balances are also assessed
mortality and surrender charges.

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

Individual health benefit liabilities for active lives are estimated using
the net level premium method, and assumptions as to future morbidity,
withdrawals and interest which provide a margin for adverse deviation. Benefit
liabilities for disabled lives are estimated using the present value of benefits
method and experience assumptions as to claim terminations, expenses and
interest.

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

Premiums for individual accident and health insurance are reported as earned
on a pro-rata basis over the contract period. The unexpired portion of these
premiums is recorded as unearned premiums.

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

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

H. PREMIUM AND FEE REVENUE AND RELATED EXPENSES

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

I. FEDERAL INCOME TAXES

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

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

Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes, and
for other temporary taxable and deductible differences as

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

defined by Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" (SFAS No. 109). These differences result primarily from loss
reserves, policy acquisition expenses, and unrealized appreciation/depreciation
on investments.

J. NEW ACCOUNTING PRONOUNCEMENTS

In March, 1995, SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of", was issued. This statement
requires companies to write down to fair value long-lived assets whose carrying
value is greater than the undiscounted cash flows of those assets. The statement
also requires that long-lived assets of which management is committed to
dispose, either by sale or abandonment, be valued at the lower of their carrying
amount or fair value less costs to sell. This statement is effective for fiscal
years beginning after December 15, 1995. The adoption of this statement has not
had a material effect on the financial statements.

2. INVESTMENTS

A. SUMMARY OF INVESTMENTS

The Company accounts for its investments, all of which are classified as
available-for-sale, in accordance with the provisions of SFAS No. 115. The
amortized cost and fair value of available-for-sale fixed maturities and equity
securities were as follows:

<TABLE>
<CAPTION>
1996
--------------------------------------------
GROSS GROSS
DECEMBER 31 AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ---------------------------------------- ---------- -------- --------- --------

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

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

In March 1994, AFLIAC voluntarily withdrew its license in New York in order
to provide for certain commission arrangements prohibited by New York comparable
to AFLIAC's competitors. In connection with the withdrawal, FAFLIC, which is
licensed in New York, became qualified to sell the products previously sold by
AFLIAC in New York. AFLIAC agreed with the New York Department of Insurance to
maintain, through a custodial account in New York, a security deposit, the
market value of which will at all times equal 102% of all outstanding general
account liabilities of AFLIAC for New York policyholders, claimants and
creditors. At December 31, 1996, the amortized cost and market value of assets
on deposit were $284.9 million and $292.2 million, respectively. In addition,
fixed maturities, excluding those securities on deposit in New York, with an
amortized cost of $4.2 million were on deposit with various state and
governmental authorities at December 31, 1996.

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

The amortized cost and fair value by maturity periods for fixed maturities
are shown below. Actual maturities may differ from contractual maturities
because borrowers may have the right to call or prepay

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

obligations with or without call or prepayment penalties, or the Company may
have the right to put or sell the obligations back to the issuers. Mortgage
backed securities are included in the category representing their ultimate
maturity.

<TABLE>
<CAPTION>
1996
--------------------
DECEMBER 31 AMORTIZED FAIR
(IN MILLIONS) COST VALUE
- ------------------------------------------------------------ --------- ---------

<S> <C> <C>
Due in one year or less..................................... $ 129.2 $ 130.0
Due after one year through five years....................... 459.0 473.4
Due after five years through ten years...................... 735.1 751.1
Due after ten years......................................... 336.9 343.5
--------- ---------
Total................................................... $1,660.2 $1,698.0
--------- ---------
--------- ---------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31 PROCEEDS FROM GROSS GROSS
(IN MILLIONS) VOLUNTARY SALES GAINS LOSSES
- ------------------------------------------------------------ ------------------ ----- ------

<S> <C> <C> <C>
1996

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

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

<TABLE>
<CAPTION>
EQUITY
FOR THE YEAR ENDED DECEMBER 31 FIXED SECURITIES
(IN MILLIONS) MATURITIES AND OTHER (1) TOTAL
- ------------------------------------------------------------ ---------- ------------- ------

<S> <C> <C> <C>
1996

Net appreciation (depreciation), beginning of year.......... $ 20.4 $ 3.4 $ 23.8
---------- ------ ------
Net (depreciation) appreciation on available-for-sale
securities............................................... (20.8) 6.7 (14.1)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities.............. 9.0 -- 9.0
Provision for deferred federal income taxes............... 4.1 (2.3) 1.8
---------- ------ ------
(7.7) 4.4 (3.3)
---------- ------ ------
Net appreciation, end of year............................... $ 12.7 $ 7.8 $ 20.5
---------- ------ ------
---------- ------ ------
</TABLE>

(1) Includes net appreciation on other investments of $2.2 million.

B. MORTGAGE LOANS AND REAL ESTATE

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

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

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

<TABLE>
<CAPTION>
DECEMBER 31
(IN MILLIONS) 1996
- ---------------------------------------- ------

<S> <C>
Mortgage loans.......................... $221.6
------
Real estate:
Held for sale......................... 26.1
Held for production of income......... --
------
Total real estate................... 26.1
------
Total mortgage loans and real estate.... $247.7
------
------
</TABLE>

Reserves for mortgage loans were $9.5 million at December 31, 1996.

During 1996, non-cash investing activities included real estate acquired
through foreclosure of mortgage loans, which had a fair value of $0.9 million.

At December 31, 1996, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $16.0 million.
These commitments generally expire within one year.

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

<TABLE>
<CAPTION>
DECEMBER 31
(IN MILLIONS) 1996
- ---------------------------------------- ------

<S> <C>
Property type:
Office building....................... $ 86.1
Residential........................... 39.0
Retail................................ 55.9
Industrial / warehouse................ 52.6
Other................................. 25.3
Valuation allowances.................. (11.2)
------
Total................................... $247.7
------
------
Geographic region:

South Atlantic........................ $ 72.9
Pacific............................... 37.0
East North Central.................... 58.3
Middle Atlantic....................... 35.0
West South Central.................... 5.7
New England........................... 21.9
Other................................. 28.1
Valuation allowances.................. (11.2)
------
Total................................... $247.7
------
------
</TABLE>

At December 31, 1996, scheduled mortgage loan maturities were as follows:
1997 -- $58.6 million; 1998 -- $53.1 million; 1999 -- $21.5 million; 2000 --
$52.3 million; 2001 -- $7.7 million; and $28.4 million thereafter. Actual
maturities could differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties and loans
may be refinanced. During 1996, the Company refinanced $7.8 million of mortgage
loans based on terms which differed from those granted to new borrowers.

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

C. INVESTMENT VALUATION ALLOWANCES

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED BALANCE AT
DECEMBER 31 BALANCE AT DECEMBER
(IN MILLIONS) JANUARY 1 ADDITIONS DEDUCTIONS 31
- ------------------------- ---------- --------- ---------- ----------

<S> <C> <C> <C> <C>
1996

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

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

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

D. OTHER

At December 31, 1996, AFLIAC had no concentration of investments in a single
investee exceeding 10% of shareholder's equity.

3. INVESTMENT INCOME AND GAINS AND LOSSES

A. NET INVESTMENT INCOME

The components of net investment income were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1996
- --------------------------------------------- ------

<S> <C>
Fixed maturities............................. $137.2
Mortgage loans............................... 22.0
Equity securities............................ 0.7
Policy loans................................. 10.2
Real estate.................................. 6.2
Other long-term investments.................. 0.8
Short-term investments....................... 1.4
------
Gross investment income...................... 178.5
Less investment expenses..................... (6.8)
------
Net investment income........................ $171.7
------
------
</TABLE>

At December 31, 1996, mortgage loans on non-accrual status were $5.0
million, including restructured loans of $2.6 million. The effect of
non-accruals, compared with amounts that would have been recognized in
accordance with the original terms of the investments, was to reduce net income
by $0.1 million in 1996. There were no fixed maturities on non-accrual status at
December 31, 1996.

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

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

There were no fixed maturities or mortgage loans which were non-income
producing for the twelve months ended December 31, 1996.

B. REALIZED INVESTMENT GAINS AND LOSSES

Realized gains (losses) on investments were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1996
- --------------------------------------------- -----

<S> <C>
Fixed maturities............................. $(3.3)
Mortgage loans............................... (3.2)
Equity securities............................ 0.3
Real estate.................................. 2.5
Other........................................ 0.1
-----
Net realized investment losses............... $(3.6)
-----
-----
</TABLE>

Proceeds from voluntary sales of investments in fixed maturities were $496.6
million in 1996. Realized gains on such sales were $4.3 million, and realized
losses were $8.3 million for 1996.

4. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

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

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

CASH AND CASH EQUIVALENTS

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

FIXED MATURITIES

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

EQUITY SECURITIES

MORTGAGE LOANS

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

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

REINSURANCE RECEIVABLES

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

POLICY LOANS

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

INVESTMENT CONTRACTS (WITHOUT MORTALITY FEATURES)

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

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

<TABLE>
<CAPTION>
1996
--------------------
DECEMBER 31 CARRYING FAIR
(IN MILLIONS) VALUE VALUE
- --------------------------------------------- --------- --------

<S> <C> <C>
FINANCIAL ASSETS
Cash and cash equivalents.................. $ 18.8 $ 18.8
Fixed maturities........................... 1,698.0 1,698.0
Equity securities.......................... 41.5 41.5
Mortgage loans............................. 221.6 229.3
Policy loans............................... 131.7 131.7
Reinsurance receivables.................... 72.5 72.5
--------- --------
$2,184.1 $2,191.8
--------- --------
--------- --------

FINANCIAL LIABILITIES
Individual annuity contracts............... 910.2 703.6
Supplemental contracts without life
contingencies............................. 15.9 15.9
Other individual contract deposit funds.... 0.3 0.3
--------- --------
$ 926.4 $ 719.8
--------- --------
--------- --------
</TABLE>

5. DEBT

During 1996, the Company utilized repurchase agreements to finance certain
investments. Although the repurchase agreements were entirely settled by year
end, management may utilize this policy again in future periods.

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

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

6. FEDERAL INCOME TAXES

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

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

The provision for federal income taxes does not materially differ from the
amount of federal income tax determined by applying the appropriate U.S.
statutory income tax rate to income before federal income taxes.

The deferred tax (assets) liabilities are comprised of the following at
December 31, 1996:

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

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

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

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

7. RELATED PARTY TRANSACTIONS

The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $112.4 million in 1996. The net amounts payable to FAFLIC
and affiliates for accrued expenses and various other liabilities and
receivables were $13.3 million at December 31, 1996.

8. DIVIDEND RESTRICTIONS

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

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

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

At January 1, 1997, AFLIAC could pay dividends of $11.9 million to FAFLIC
without prior approval.

9. REINSURANCE

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

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

The effects of reinsurance were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1996
----------------------------------------------- ---------
<S> <C>
Life insurance premiums:
Direct....................................... $ 53.3
Assumed...................................... 3.1
Ceded........................................ (23.7)
---------
Net premiums................................... $ 32.7
---------
Life insurance and other individual policy
benefits, claims, losses and loss adjustment
expenses:
Direct....................................... $ 206.4
Assumed...................................... 4.5
Ceded........................................ (18.3)
---------
Net policy benefits, claims, losses and loss
adjustment expenses........................... $ 192.6
---------
---------
</TABLE>

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

10. DEFERRED POLICY ACQUISITION EXPENSES

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1996
-------------------------------------------------- --------
<S> <C>
Balance at beginning of year...................... $ 555.7
Acquisition expenses deferred................... 116.6
Amortized to expense during the year............ (49.9)
Adjustment to equity during the year............ 10.3
--------
Balance at end of year............................ $ 632.7
--------
--------
</TABLE>

11. LIABILITIES FOR INDIVIDUAL ACCIDENT AND HEALTH BENEFITS

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

The liability for future policy benefits and outstanding claims, losses and
loss adjustment expenses related to the Company's accident and health business
was $178.6 million at December 31, 1996. Accident and health claim liabilities
have been re-estimated for all prior years and were increased by $3.2 million in
1996.

12. CONTINGENCIES

REGULATORY AND INDUSTRY DEVELOPMENTS

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

LITIGATION

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

13. STATUTORY FINANCIAL INFORMATION

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

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

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

14. SUBSEQUENT EVENT (UNAUDITED)

On April 14, 1997, the Company entered into an agreement in principle to
transfer the Company's individual disability income business under a 100%
coninsurance arrangement to Metroplitan Life Insurance Company. The consummation
of the transaction is subject to the negotiation of definitive agreements and
regulatory approvals and is expected to occur on or before October 1, 1997. In
connection with this transaction, the Company has recorded an after-tax charge
of $35 million to net income in the first quarter of 1997 related to the
reinsurance of this business.

F-17
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY
(FORMERLY SMA LIFE ASSURANCE COMPANY)
STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1995

F-18
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
DECEMBER 31, 1995

<TABLE>
<S> <C>
Statutory Financial Statements

Report of Independent Accountants..................................................... F-20

Statement of Assets, Liabilities, Surplus and Other Funds............................. F-22

Statement of Operations and Changes in Capital and Surplus............................ F-23

Statement of Cash Flows............................................................... F-24

Notes to Statutory Financial Statements............................................... F-25
</TABLE>

F-19
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of
Allmerica Financial Life Insurance and Annuity Company
(formerly known as SMA Life Assurance Company)

We have audited the accompanying statutory basis statement of assets,
liabilities, surplus and other funds of Allmerica Financial Life Insurance and
Annuity Company as of December 31, 1995 and 1994, and the related statutory
basis statements of operations and changes in capital and surplus, and of cash
flows for each of the three years ended December 31, 1995. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As described more fully in Note 1 to the financial statements, the Company
prepared these financial statements using accounting practices prescribed or
permitted by the Insurance Department of the State of Delaware, which practices
differ from generally accepted accounting principles. The effects on the
financial statements of the variances between the statutory basis of accounting
and generally accepted accounting principles, although not reasonably
determinable, are presumed to be material.

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Allmerica Financial Life Insurance and Annuity Company as of December 31,
1995 and 1994, or the results of its operations or its cash flows for each of
the three years ended December 31, 1995.

F-20
<PAGE>
To the Board of Directors and Stockholder of
Allmerica Financial Life Insurance and Annuity Company
(formerly known as SMA Life Assurance Company)

Page 2

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, surplus and other funds of
Allmerica Financial Life Insurance and Annuity Company as of December 31, 1995
and 1994, and the results of its operations and its cash flows for each of the
three years ended December 31, 1995, on the basis of accounting described in
Note 1.

As discussed in Note 1 to the financial statements, the Company's parent, State
Mutual Life Assurance Company of America, converted from a Massachusetts mutual
life insurance company to a Massachusetts stock life insurance company on
October 16, 1995. In connection with this transaction, the Company changed its
name to Allmerica Financial Life Insurance and Annuity Company and its parent
became a wholly-owned subsidiary of Allmerica Financial Corporation.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
Boston, MA

February 5, 1996

F-21
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

STATEMENT OF ASSETS, LIABILITIES, SURPLUS AND OTHER FUNDS
AS OF DECEMBER 31,
(IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS 1995 1994
---------- ----------

<S> <C> <C>
Cash......................................... $ 7,791 $ 7,248
Investments:
Bonds...................................... 1,659,575 1,595,275
Stocks..................................... 18,132 12,283
Mortgage loans............................. 239,522 295,532
Policy loans............................... 122,696 116,600
Real estate................................ 40,967 51,288
Short term investments..................... 3,500 45,239
Other invested assets...................... 40,196 27,443
---------- ----------
Total cash and investments............. 2,132,379 2,150,908

Premiums deferred and uncollected............ (1,231) 5,452
Investment income due and accrued............ 38,413 39,442
Other assets................................. 6,060 10,569
Assets held in separate accounts............. 2,978,409 1,869,695
---------- ----------
$5,154,030 $4,076,066
---------- ----------
---------- ----------

LIABILITIES, SURPLUS AND OTHER FUNDS

Liabilities:

Policy liabilities:
Life reserves.............................. $ 856,239 $ 890,880
Annuity and other fund reserves............ 865,216 928,325
Accident and health reserves............... 167,246 121,580
Claims payable............................. 11,047 11,720
---------- ----------
Total policy liabilities............... 1,899,748 1,952,505

Expenses and taxes payable................... 20,824 17,484
Other liabilities............................ 27,499 36,466
Asset valuation reserve...................... 31,556 20,786
Obligations related to separate account
business.................................... 2,967,547 1,859,502
---------- ----------
Total liabilities...................... 4,947,174 3,886,743
---------- ----------

Surplus and Other Funds:
Common stock, $1,000 par value
Authorized -- 10,000 shares
Issued and outstanding -- 2,517
shares.................................... 2,517 2,517
Paid-in surplus............................ 199,307 199,307
Unassigned surplus (deficit)............... 4,282 (13,621)
Special contingency reserves............... 750 1,120
---------- ----------
Total surplus and other funds.......... 206,856 189,323
---------- ----------
$5,154,030 $4,076,066
---------- ----------
---------- ----------
</TABLE>

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

F-22
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

STATEMENT OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS
FOR THE YEAR ENDED DECEMBER 31,
(IN THOUSANDS)

<TABLE>
<CAPTION>
REVENUE 1995 1994 1993
----------- ----------- -----------

<S> <C> <C> <C>
Premiums and other considerations:
Life..................................... $ 156,864 $ 195,633 $ 189,285
Annuities................................ 729,222 707,172 660,143
Accident and health...................... 31,790 31,927 35,718
Reinsurance commissions and reserve
adjustments............................. 20,198 4,195 2,309
----------- ----------- -----------
Total premiums and other
considerations........................ 938,074 938,927 887,455

Net investment income...................... 167,470 170,430 177,612
Realized capital losses, net of tax........ (2,295) (17,172) (7,225)
Other revenue.............................. 37,466 26,065 19,055
----------- ----------- -----------
Total revenue.......................... 1,140,715 1,118,250 1,076,897
----------- ----------- -----------

POLICY BENEFITS AND OPERATING EXPENSES

Policy benefits:
Claims, surrenders and other benefits.... 391,254 331,418 275,290
Increase (decrease) in policy reserves... (22,669) 40,113 15,292
----------- ----------- -----------
Total policy benefits.................. 368,585 371,531 290,582
Operating and selling expenses............. 150,215 164,175 160,928
Taxes, except capital gains tax............ 26,536 22,846 19,066
Net transfers to separate accounts......... 556,856 553,295 586,539
----------- ----------- -----------
Total policy benefits and operating
expenses.............................. 1,102,192 1,111,847 1,057,115
----------- ----------- -----------

NET INCOME................................... 38,523 6,403 19,782

Capital and Surplus, Beginning of Year....... 189,323 182,216 171,941
Unrealized capital gains (losses) on
investments............................... 8,279 12,170 (9,052)
Transfer from (to) asset valuation
reserve................................... (10,770) (9,822) 1,974
Other adjustments.......................... (18,499) (1,644) (2,429)
----------- ----------- -----------

CAPITAL AND SURPLUS, END OF YEAR............. $ 206,856 $ 189,323 $ 182,216
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

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

F-23
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
(IN THOUSANDS)

<TABLE>
<CAPTION>
CASH FLOW FROM OPERATING ACTIVITIES 1995 1994 1993
---------- ---------- ----------

<S> <C> <C> <C>
Premiums, deposits and other income......... $ 964,129 $ 962,147 $ 902,725
Allowances and reserve adjustments on
reinsurance ceded......................... 20,693 3,279 22,185
Net investment income...................... 170,949 173,294 182,843
Net increase in policy loans............... (6,096) (7,585) (7,812)
Benefits to policyholders and
beneficiaries............................. (393,472) (330,900) (298,612)
Operating and selling expenses and taxes... (153,504) (193,796) (171,533)
Net transfers to separate accounts......... (608,480) (600,760) (634,021)
Federal income tax (excluding tax on
capital gains)............................ (6,771) (19,603) (4828)
Other sources (applications)............... (13,642) 19,868 7,757
---------- ---------- ----------

NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES.................................. (26,194) 5,944 (1,296)
---------- ---------- ----------

CASH FLOW FROM INVESTING ACTIVITIES

Sales and maturities of long term
investments:
Bonds.................................... 572,640 478,512 386,414
Stocks................................... 481 63 64
Real estate and other invested assets.... 13,008 3,008 11,094
Repayment of mortgage principal.......... 55,202 65,334 79,844
Capital gains tax........................ (400) (968) (3,296)
Acquisition of long term investments:
Bonds.................................... (640,339) (508,603) (466,086)
Stocks................................... (44) -- --
(24,544)
Real estate and other invested assets.... (11,929) ( 392)
Mortgage loans........................... (415) (364) (2,266)
Other investing activities............... (3,206) 18,934 (27,254)
---------- ---------- ----------

NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES.................................. (15,002) 31,372 (23,878)
---------- ---------- ----------
Net change in cash and short term
investments................................. (41,196) 37,316 (25,174)

CASH AND SHORT TERM INVESTMENTS

Beginning of the year...................... 52,487 15,171 40,345
---------- ---------- ----------
End of the year............................ $ 11,291 $ 52,487 $ 15,171
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

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

F-24
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION -- Allmerica Financial Life Insurance and
Annuity Company ("Allmerica Financial" or the "Company", formerly SMA Life
Assurance Company) is a wholly owned subsidiary of SMA Financial Corp., which is
wholly owned by First Allmerica Financial Life Insurance Company ("First
Allmerica", formerly, State Mutual Life Assurance Company of America), a stock
life insurance company. On October 16, 1995, First Allmerica converted from a
mutual life insurance company to a stock life insurance company. Concurrent with
this transaction, First Allmerica became a wholly owned subsidiary of Allmerica
Financial Corporation ("AFC").

The stockholder's equity of the Company is being maintained at a minimum level
of 5% of general account assets by First Allmerica in accordance with a policy
established by vote of First Allmerica'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 while common in the industry, vary in
some respects from generally accepted accounting principles. Significant
differences include:

- Bonds considered to be "available-for-sale" or "trading" are not
carried at fair value and changes in fair value are not recognized
through surplus or the statement of operations, respectively;

- The Asset Valuation Reserve, represents a reserve against possible
losses on investments and is recorded as a liability through a
charge to surplus. The Interest Maintenance Reserve is designed to
include deferred realized gains and losses (net of applicable
federal income taxes) due to interest rate changes and is also
recorded as a liability, however, the deferred net realized
investment gains and losses are amortized into future income
generally over the original period to maturity of the assets sold.
These liabilities are not required under generally accepted
accounting principles;

- Total premiums, deposits and benefits on certain investment-type
contracts are reflected in the statement of operations, instead of
using the deposit method of accounting;

- Policy acquisition costs, such as commissions, premium taxes and
other items, are not deferred and amortized in relation to the
revenue/gross profit streams from the related contracts;

- Benefit reserves are determined using statutorily prescribed
interest, morbidity and mortality assumptions instead of using more
realistic expense, interest, morbidity, mortality and voluntary
withdrawal assumptions with provision made for adverse deviation;

- Amounts recoverable from reinsurers for unpaid losses are not
recorded as assets, but as offsets against the respective
liabilities;

- Deferred federal income taxes are not provided for temporary
differences between amounts reported in the financial statements
and those included in the tax returns;

- Certain adjustments related to prior years are recorded as direct
charges or credits to surplus;

- Certain assets, designated as "non-admitted" assets (principally
agents' balances), are not recorded as assets, but are charged to
surplus; and,

- Costs related to other postretirement benefits are recognized only
for employees that are fully vested.

F-25
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS --CONTINUED

The preparation of financial statements in accordance with practices prescribed
or permitted by the Insurance Department of the State of Delaware and in
conformity with practices prescribed by the NAIC requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Certain reclassifications have been made to 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. Depreciation is generally calculated using the straight-line
method.

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, stocks and mortgage loans 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 contract holders. Assets consist
principally of bonds, common stocks, mutual funds, and short term obligations at
market value. The investment income, gains, and losses of these accounts
generally accrue to the contract holders 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 capital and surplus.

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. Reserves are computed using interest rates ranging from 3% to 6% for
individual life insurance policies, 3% to 5 1/2% for accident and health
policies and 3 1/2% to 9 1/2% for annuity contracts. Mortality, morbidity and
withdrawal assumptions for all policies are based on the Company's own
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

F-26
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS --CONTINUED

contract. At December 31, 1995 and 1994, approximately 84% and 77%,
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.

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

FEDERAL INCOME TAXES -- AFC, its life insurance subsidiaries, First Allmerica
and Allmerica Financial and its non-insurance domestic subsidiaries file a
life-nonlife consolidated United States federal income tax return. Entities
included within the consolidated group are segregated into either a life
insurance or non-life insurance company subgroup. The 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 allocation policies and procedures are subject to written
agreement between the companies. The federal income tax for all subsidiaries in
the consolidated return of AFC is calculated on a separate return basis. Any
current tax liability is paid to AFC. Tax benefits resulting from taxable
operating losses or credits of AFC's subsidiaries are not reimbursed to the
subsidiary until such losses or credits can be utilized by the subsidiary on a
separate return basis.

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 capital and surplus. 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. The Company uses the
seriatim method of amortization for interest related gains and losses arising
from the sale of mortgages, and uses the group method to amortize interest
related gains and losses arising from all other fixed income investments.

F-27
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS --CONTINUED

NOTE 2 -- INVESTMENTS

BONDS -- The carrying value and fair value of investments in bonds are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1995
------------------------------------------------------
GROSS GROSS
CARRYING UNREALIZED UNREALIZED FAIR
(IN THOUSANDS) VALUE APPRECIATION DEPRECIATION VALUE
---------- ------------- ------------- ----------

<S> <C> <C> <C> <C>
Federal government bonds............................... $ 67,039 $ 3,063 $ -- $ 70,102
State, local and government agency bonds............... 13,607 2,290 23 15,874
Foreign government bonds............................... 12,121 772 249 12,644
Corporate securities................................... 1,471,422 55,836 6,275 1,520,983
Mortgage-backed securities............................. 95,385 951 -- 96,336
---------- ------------- ------------- ----------
Total.................................................. $1,659,574 $62,912 $ 6,457 $1,715,939
---------- ------------- ------------- ----------
---------- ------------- ------------- ----------

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

The carrying value and fair value by contractual maturity at December 31, 1995,
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.

<TABLE>
<CAPTION>
CARRYING FAIR
(IN THOUSANDS) VALUE VALUE
--------------------

<S> <C> <C>
Due in one year or less................. $ 250,578 $ 258,436
Due after one year through five years... 736,003 763,179
Due after five years through ten
years.................................. 538,897 558,445
Due after ten years..................... 134,097 135,880
--------------------
Total................................... $1,659,575 $1,715,940
--------------------
--------------------
</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

F-28
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS --CONTINUED

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,
1995 and 1994, mortgage loan and real estate investments were distributed by the
following types and geographic regions:
<TABLE>
<CAPTION>
(IN THOUSANDS)
PROPERTY TYPE 1995 1994
- ---------------------------------------- -------- --------

<S> <C> <C>
Office buildings........................ $127,149 $140,292
Residential............................. 59,934 57,061
Retail.................................. 29,578 72,787
Industrial/Warehouse.................... 38,192 39,424
Other................................... 25,636 37,256
-------- --------
Total................................... $280,489 $346,820
-------- --------
-------- --------

GEOGRAPHIC REGION 1995 1994
- ---------------------------------------- -------- --------
<S> <C> <C>

South Atlantic.......................... $ 86,410 $ 92,934
East North Central...................... 55,991 72,704
Middle Atlantic......................... 38,666 48,688
Pacific................................. 32,803 39,892
West North Central...................... 21,486 27,377
Mountain................................ 9,939 12,211
New England............................. 24,886 26,613
East South Central...................... 5,487 6,224
West South Central...................... 4,821 20,177
-------- --------
Total................................... $280,489 $346,820
-------- --------
-------- --------
</TABLE>

Reserves for mortgage loans and real estate reflected in the above amounts were
$18.9 million and $21.0 million at December 31, 1995 and 1994, respectively.

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

<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Bonds........................................ $122,318 $123,495 $126,729
Stocks....................................... 1,653 1,799 953
Mortgage loans............................... 26,356 31,945 40,823
Real estate.................................. 9,139 8,425 9,493
Policy loans................................. 9,486 8,797 8,215
Other investments............................ 3,951 1,651 674
Short term investments....................... 2,252 1,378 840
-------- -------- --------
175,155 177,490 187,727
Less investment expenses................... 9,703 9,138 11,026
-------- -------- --------
Net investment income, before IMR
amortization................................ 165,452 168,352 176,701
IMR amortization........................... 2,018 2,078 911
-------- -------- --------
Net investment income........................ $167,470 $170,430 $177,612
-------- -------- --------
-------- -------- --------
</TABLE>

F-29
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS --CONTINUED

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

<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Bonds........................................ $ 727 $ 645 $ 10,133
Stocks....................................... (263) (62) 16
Mortgage loans............................... (1,083) (17,142) (83)
Real estate.................................. (1,892) 605 (2,044)
-------- -------- --------
(2,511) (15,954) 8,022
Less income tax.............................. 400 968 3,296
-------- -------- --------

Net realized capital gains (losses) before
transfer to IMR............................. (2,911) (16,922) 4,726
Net realized capital gains transferred to
IMR......................................... 616 (250) (11,951)
-------- -------- --------

Net realized capital gains (losses).......... $ (2,295) $(17,172) $ (7,225)
-------- -------- --------
-------- -------- --------
</TABLE>

Proceeds from voluntary sales of investments in bonds during 1995, 1994 and 1993
were $22.4 million, $17.9 million, and $13.2 million, respectively. Gross gains
of $4.3 million, $3.0 million, and $4.5 million and gross losses of $5.2
million, $4.6 million, and $.5 million, 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 assets, liabilities, surplus and other funds 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.

F-30
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS --CONTINUED

POLICY LOANS -- The carrying amount reported in the statement of assets,
liabilities, surplus and other funds 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.

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

<TABLE>
<CAPTION>
1995 1994
---------------------- ----------------------
CARRYING FAIR CARRYING FAIR
(IN THOUSANDS) VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------

<S> <C> <C> <C> <C>
Financial Assets:
Cash.................................. $ 7,791 $ 7,791 $ 7,248 $ 7,248
Short term investments................ 3,500 3,500 45,239 45,239
Bonds................................. 1,659,575 1,715,940 1,595,275 1,541,588
Stocks................................ 18,132 18,414 12,283 12,590
Mortgage loans........................ 239,522 250,196 295,532 291,704
Policy loans.......................... 122,696 122,696 116,600 116,600

Financial Liabilities:
Individual annuity contracts.......... 803,099 797,024 869,230 862,662
Supplemental contracts without life
contingencies........................ 16,796 16,796 16,673 16,673
Other contract deposit funds............ 632 632 1,105 1,105
</TABLE>

NOTE 4 -- FEDERAL INCOME TAXES

The federal income tax provisions for 1995, 1994 and 1993 were $17.4 million,
$13.1 million and $8.6 million, respectively, which include taxes applicable to
realized capital gains of $.4 million, $1.0 million and $3.3 million.

The effective federal income tax rates were 27%, 67% and 30% in 1995, 1994 and
1993, 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 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 IRS has
completed its examination of all of the consolidated federal income tax returns
through 1988. In management's opinion, adequate tax liabilities have been
established for all years. However, the amount of these liabilities could be
revised in the near term if estimates of the Company's ultimate liability are
revised.

F-31
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS --CONTINUED

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:

<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994 1993
------- ------- -------

<S> <C> <C> <C>
Reinsurance premiums assumed................. $ 3,442 $ 3,788 $ 4,190
Reinsurance premiums ceded................... 42,914 17,430 14,798
Deduction from insurance liability including
reinsurance recoverable on unpaid claims.... 82,227 46,734 42,805
</TABLE>

Individual life premiums ceded to First Allmerica aggregated $6.8 million, $7.8
million and $9.0 million in 1995, 1994 and 1993, respectively. The Company has
also entered into various reinsurance agreements with First Allmerica under
which certain insurance risks related to individual accident and health
business, premium income and related expenses are assumed by the Company from
First Allmerica. Premiums assumed pursuant to these agreements aggregated $3.4
million, $3.8 million and $4.2 million in 1995, 1994 and 1993, respectively.

During the year Allmerica Financial entered into a coinsurance agreement to
reinsure substantially all of its yearly renewable term life insurance. Premiums
ceded and reinsurance credits taken under this agreement amounted to $25.4
million and $20.7 million, respectively. At December 31, 1995, the deduction
from insurance liability, including reinsurance recoverable on unpaid claims
under this agreement was $12.7 million.

NOTE 6 -- ACCIDENT AND HEALTH POLICY AND CLAIM LIABILITIES

The Company regularly updates its estimates of policy and claims liabilities as
new information becomes available and further events occur which may impact the
resolution of unsettled claims for its accident and health line of business.
Changes in prior estimates are generally reflected in results of operations in
the year such changes are determined to be needed and recorded.

The policy and claims liabilities related to the Company's accident and health
business were $169.7 million and $123.5 million at December 31, 1995 and 1994,
respectively. Accident and health policy and claims liabilities have been
re-estimated for all prior years and were increased by $42.5 million, $10.9
million and $13.2 million, in 1995, 1994 and 1993, respectively, including $21.9
million and $2.8 million recorded as an adjustment to surplus in 1995 and 1993,
respectively. The unfavorable development is primarily due to reserve
strengthening and adverse experience in the Company's individual accident and
health line of business.

NOTE 7 -- DIVIDEND RESTRICTIONS

Delaware has enacted laws governing the payment of dividends to stockholders by
insurers. These laws affect the dividend paying ability of the Company. Pursuant
to Delaware's statute, the maximum amount of dividends and other distributions
that an insurer may pay in any twelve month period, without the prior approval
of the Delaware Commissioner of Insurance, is limited to the greater of (i) 10%
of its 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
statutory earned surplus would also require the prior approval of the Delaware
Commissioner of Insurance. At January 1, 1996, the Company could pay dividends
of $4.3 million to First Allmerica, without prior approval.

F-32
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(A WHOLLY OWNED SUBSIDIARY OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY)

NOTES TO STATUTORY FINANCIAL STATEMENTS --CONTINUED

NOTE 8 -- OTHER RELATED PARTY TRANSACTIONS

First Allmerica provides management, operating personnel and facilities on a
cost reimbursement basis to the Company. Expenses for services received from
First Allmerica were $85.8 million, $102.5 million and $98.9 million in 1995,
1994 and 1993, respectively. The net amounts payable to First Allmerica and
affiliates for accrued expenses and various other liabilities and receivables
were $12.6 million and $8.3 million at December 31, 1995 and 1994, respectively.

NOTE 9 -- FUNDS ON DEPOSIT

In March 1994, the Company voluntarily withdrew from being licensed in New York.
In connection with the withdrawal First Allmerica, which is licensed in New
York, became qualified to sell the products previously sold by Allmerica
Financial 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, 1995, the carrying
value and fair value of the assets or deposit was $295.0 million and $303.6
million, respectively, which is in excess of the required amount.

Additional securities with a carrying value of $4.2 million and $3.9 million
were on deposit with various other state and governmental authorities as of
December 31, 1995 and 1994, respectively.

NOTE 10 -- LITIGATION

F-33
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Allmerica Financial
Life Insurance and Annuity Company and Policyowners
of Allmerica Select Separate Account II of Allmerica Financial
Life Insurance and Annuity Company

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the Sub-Accounts (Money
Market, Select Aggressive Growth, Select Growth, Select Growth and Income,
Select Income, Select International Equity, Select Capital Appreciation, VIPF
High Income, VIPF Equity-Income, VIPF Growth, and T. Rowe Price International
Stock) constituting the Allmerica Select Separate Account II of Allmerica
Financial Life Insurance and Annuity Company at December 31, 1996, and the
results of each of their operations and the changes in each of their net assets
for the periods indicated, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Allmerica
Financial Life Insurance and Annuity Company's management; our responsibility is
to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of investments owned at December 31, 1996 by
correspondence with the Funds, provide a reasonable basis for the opinion
expressed above.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
March 26, 1997

F-34
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
SELECT SELECT SELECT
MONEY AGGRESSIVE SELECT GROWTH SELECT INTERNATIONAL
MARKET GROWTH GROWTH AND INCOME INCOME EQUITY
---------- ---------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $2,377,412 $1,453,804 $ 1,116,942 $1,218,760 $ 643,512 $1,268,347
Investments in shares of Fidelity Variable
Insurance Products Fund................... -- -- -- -- -- --
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- -- --
---------- ---------- ------------- ----------- ----------- -----------
Total assets............................ 2,377,412 1,453,804 1,116,942 1,218,760 643,512 1,268,347

LIABILITIES:
Payable to Allmerica Financial Life
Insurance and Annuity Company (Sponsor)... 112,719 -- -- -- -- --
---------- ---------- ------------- ----------- ----------- -----------
Net assets.............................. $2,264,693 $1,453,804 $ 1,116,942 $1,218,760 $ 643,512 $1,268,347
---------- ---------- ------------- ----------- ----------- -----------
---------- ---------- ------------- ----------- ----------- -----------

Net asset distribution by category:
Variable life policies.................... $2,264,693 $1,453,804 $ 1,116,942 $1,218,760 $ 643,512 $1,268,347
---------- ---------- ------------- ----------- ----------- -----------
---------- ---------- ------------- ----------- ----------- -----------
Units outstanding, December 31, 1996........ 2,099,089 997,094 786,485 843,799 571,089 932,285
Net asset value per unit, December 31,
1996...................................... $1.078894 $ 1.458041 $ 1.420169 $ 1.444373 $ 1.126815 $ 1.360471

<CAPTION>
T. ROWE
SELECT PRICE
CAPITAL VIPF VIPF VIPF INTERNATIONAL
APPRECIATION HIGH INCOME EQUITY-INCOME GROWTH STOCK
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $ 825,913 $ -- $ -- $ -- $ --
Investments in shares of Fidelity Variable
Insurance Products Fund................... -- 366,998 910,089 946,043 --
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- 713,907
----------- ----------- ----------- ----------- -----------
Total assets............................ 825,913 366,998 910,089 946,043 713,907
LIABILITIES:
Payable to Allmerica Financial Life
Insurance and Annuity Company (Sponsor)... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net assets.............................. $ 825,913 $ 366,998 $ 910,089 $ 946,043 $ 713,907
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Net asset distribution by category:
Variable life policies.................... $ 825,913 $ 366,998 $ 910,089 $ 946,043 $ 713,907
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Units outstanding, December 31, 1996........ 552,240 294,751 671,312 670,560 611,982
Net asset value per unit, December 31,
1996...................................... $ 1.495569 $ 1.245113 $ 1.355687 $ 1.410825 $ 1.166549
</TABLE>

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

F-35
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
MONEY MARKET SELECT AGGRESSIVE GROWTH
FOR THE FOR THE FOR THE FOR THE
YEAR ENDED PERIOD YEAR ENDED PERIOD
12/31/96 5/1/95* TO 12/31/95 12/31/96 5/1/95* TO 12/31/95
---------- -------------------- ----------- -------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................................. $42,306 $ 3,310 $ 90,988 --$
---------- ------- ----------- -----

EXPENSES (NOTE 4):
Mortality and expense risk fees........... 5,083 543 4,965 104
Administrative expense fees............... 1,192 125 1,165 24
---------- ------- ----------- -----
Total expenses.......................... 6,275 668 6,130 128
---------- ------- ----------- -----
Net investment income (loss)............ 36,031 2,642 84,858 (128)
---------- ------- ----------- -----

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss).................. -- -- 13,851 4
Net unrealized gain (loss)................ -- -- 26,999 417
---------- ------- ----------- -----
Net realized and unrealized gain (loss) on
investments............................. -- -- 40,850 421
---------- ------- ----------- -----
Net increase (decrease) in net assets from
operations.............................. $36,031 $ 2,642 $125,708 $ 293
---------- ------- ----------- -----
---------- ------- ----------- -----

<CAPTION>
SELECT GROWTH
SELECT GROWTH AND INCOME
FOR THE FOR THE FOR THE FOR THE

YEAR ENDED PERIOD YEAR ENDED PERIOD

12/31/96 5/1/95* TO 12/31/95 12/31/96 5/1/95* TO 12/31/95

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

<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................................. $160,313 $ 14 $ 86,561 $6,087

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

EXPENSES (NOTE 4):
Mortality and expense risk fees........... 3,176 38 3,438 115

Administrative expense fees............... 745 9 807 27

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

Total expenses.......................... 3,921 47 4,245 142

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

Net investment income (loss)............ 156,392 (33) 82,316 5,945

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

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss).................. 13,278 11 886 783

Net unrealized gain (loss)................ (87,178) (892) 24,966 (1,200)

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

Net realized and unrealized gain (loss) on
investments............................. (73,900) (881) 25,852 (417)

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

Net increase (decrease) in net assets from
operations.............................. $ 82,492 $(914) $108,168 $5,528

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

</TABLE>

* Date of initial investment.

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

F-36
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
SELECT
SELECT INCOME INTERNATIONAL EQUITY
FOR THE FOR THE FOR THE FOR THE
YEAR ENDED PERIOD YEAR ENDED PERIOD
12/31/96 5/1/95* TO 12/31/95 12/31/96 5/1/95* TO 12/31/95
---------- -------------------- ---------- --------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................................. $ 27,253 $1,445 $ 25,948 $ 621
---------- ------- ---------- -------

EXPENSES (NOTE 4):
Mortality and expense risk fees........... 2,513 63 3,547 67
Administrative expense fees............... 589 15 832 15
---------- ------- ---------- -------
Total expenses.......................... 3,102 78 4,379 82
---------- ------- ---------- -------
Net investment income (loss)............ 24,151 1,367 21,569 539
---------- ------- ---------- -------

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss).................. (472) 140 654 537
Net unrealized gain (loss)................ (4,696) 187 116,537 533
---------- ------- ---------- -------
Net realized and unrealized gain (loss) on
investments............................. (5,168) 327 117,191 1,070
---------- ------- ---------- -------
Net increase (decrease) in net assets from
operations.............................. $ 18,983 $1,694 $138,760 $1,609
---------- ------- ---------- -------
---------- ------- ---------- -------

SELECT CAPITAL APPRECIATION VIPF HIGH INCOME
FOR THE FOR THE FOR THE FOR THE

YEAR ENDED PERIOD YEAR ENDED PERIOD

12/31/96 5/1/95* TO 12/31/95 12/31/96 5/1/95* TO 12/31/95

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

<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................................. $ 869 $1,079 $ 12,398 --$

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

EXPENSES (NOTE 4):
Mortality and expense risk fees........... 2,261 95 1,532 58

Administrative expense fees............... 530 22 359 13

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

Total expenses.......................... 2,791 117 1,891 71

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

Net investment income (loss)............ (1,922) 962 10,507 (71)

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

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss).................. 577 2,120 3,133 48

Net unrealized gain (loss)................ (1,192) 1,002 14,684 805

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

Net realized and unrealized gain (loss) on
investments............................. (615) 3,122 17,817 853

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

Net increase (decrease) in net assets from
operations.............................. $(2,537) $4,084 $ 28,324 $ 782

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

</TABLE>

* Date of initial investment.

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

F-37
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
VIPF EQUITY-INCOME VIPF GROWTH
FOR THE FOR THE FOR THE FOR THE
YEAR ENDED PERIOD YEAR ENDED PERIOD
12/31/96 5/1/95* TO 12/31/95 12/31/96 5/1/95* TO 12/31/95
---------- -------------------- ---------- --------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................................. $ 6,708 $ 638 $ 18,619 --$
---------- ------- ---------- --------

EXPENSES (NOTE 4):
Mortality and expense risk fees........... 2,681 101 3,400 146
Administrative expense fees............... 629 23 797 34
---------- ------- ---------- --------
Total expenses.......................... 3,310 124 4,197 180
---------- ------- ---------- --------
Net investment income (loss)............ 3,398 514 14,422 (180)
---------- ------- ---------- --------

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss).................. 1,871 453 (232) (4,864)
Net unrealized gain (loss)................ 59,082 5,154 45,024 (5,909)
---------- ------- ---------- --------
Net realized and unrealized gain (loss) on
investments............................. 60,953 5,607 44,792 (10,773)
---------- ------- ---------- --------
Net increase (decrease) in net assets from
operations.............................. $ 64,351 $6,121 $ 59,214 ($10,953)
---------- ------- ---------- --------
---------- ------- ---------- --------

<CAPTION>
T. ROWE PRICE
INTERNATIONAL STOCK
FOR THE FOR THE
YEAR ENDED PERIOD
12/31/96 8/23/95* TO 12/31/95
---------- --------------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends................................. $ 9,135 --$
---------- ---
EXPENSES (NOTE 4):
Mortality and expense risk fees........... 1,629 2
Administrative expense fees............... 382 --
---------- ---
Total expenses.......................... 2,011 2
---------- ---
Net investment income (loss)............ 7,124 (2)
---------- ---
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss).................. 1,101 1
Net unrealized gain (loss)................ 30,684 47
---------- ---
Net realized and unrealized gain (loss) on
investments............................. 31,785 48
---------- ---
Net increase (decrease) in net assets from
operations.............................. $38,909 $ 46
---------- ---
---------- ---
</TABLE>

* Date of initial investment.

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

F-38
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SELECT AGGRESSIVE GROWTH
MONEY MARKET PERIOD FROM
YEAR ENDED PERIOD FROM YEAR ENDED 5/1/95* TO
12/31/96 5/1/95* TO 12/31/95 12/31/96 12/31/95
----------- ------------------- ----------- -----------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss).............. $ 36,031 $ 2,642 $ 84,858 $ (128)
Net realized gain (loss) on investments... -- -- 13,851 4
Net unrealized gain (loss) on
investments............................. -- -- 26,999 417
----------- ---------- ----------- -----------------
Net increase (decrease) in net assets from
operations.............................. 36,031 2,642 125,708 293
----------- ---------- ----------- -----------------

FROM CAPITAL TRANSACTIONS:
Net premiums.............................. 4,471,372 575,190 824,503 127,557
Terminations.............................. -- -- (621) --
Other transfers from (to) the General
Account of Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... (2,298,619) (521,908) 301,449 75,007
Net increase (decrease)in net assets from
investments by Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... (215) 200 (292) 200
----------- ---------- ----------- -----------------
Net increase in net assets from capital
transactions............................ 2,172,538 53,482 1,125,039 202,764
----------- ---------- ----------- -----------------
Net increase in net assets................ 2,208,569 56,124 1,250,747 203,057

NET ASSETS:
Beginning of year......................... 56,124 -- 203,057 --
----------- ---------- ----------- -----------------
End of year............................... $2,264,693 $ 56,124 $1,453,804 $203,057
----------- ---------- ----------- -----------------
----------- ---------- ----------- -----------------

<CAPTION>
SELECT GROWTH
SELECT GROWTH AND INCOME
PERIOD FROM PERIOD FROM
YEAR ENDED 5/1/95* TO YEAR ENDED 5/1/95* TO
12/31/96 12/31/95 12/31/96 12/31/95
----------- ----------------- ----------- -----------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss).............. $ 156,392 $ (33) $ 82,316 $ 5,945
Net realized gain (loss) on investments... 13,278 11 886 783
Net unrealized gain (loss) on
investments............................. (87,178) (892) 24,966 (1,200)
----------- ----------------- ----------- -----------------
Net increase (decrease) in net assets from
operations.............................. 82,492 (914) 108,168 5,528
----------- ----------------- ----------- -----------------
FROM CAPITAL TRANSACTIONS:
Net premiums.............................. 618,908 126,681 759,907 37,091
Terminations.............................. (609) -- -- --
Other transfers from (to) the General
Account of Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... 287,047 3,418 203,436 104,713
Net increase (decrease)in net assets from
investments by Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... (281) 200 (283) 200
----------- ----------------- ----------- -----------------
Net increase in net assets from capital
transactions............................ 905,065 130,299 963,060 142,004
----------- ----------------- ----------- -----------------
Net increase in net assets................ 987,557 129,385 1,071,228 147,532
NET ASSETS:
Beginning of year......................... 129,385 -- 147,532 --
----------- ----------------- ----------- -----------------
End of year............................... $1,116,942 $129,385 $1,218,760 $147,532
----------- ----------------- ----------- -----------------
----------- ----------------- ----------- -----------------
</TABLE>

* Date of initial investment.

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

F-39
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
SELECT
INTERNATIONAL EQUITY
SELECT INCOME PERIOD FROM
YEAR ENDED PERIOD FROM YEAR ENDED 5/1/95* TO
12/31/96 5/1/95* TO 12/31/95 12/31/96 12/31/95
---------- ------------------- ----------- -----------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss).............. $ 24,151 $ 1,367 $ 21,569 $ 539
Net realized gain (loss) on investments... (472) 140 654 537
Net unrealized gain (loss) on
investments............................. (4,696) 187 116,537 533
---------- -------- ----------- --------
Net increase (decrease) in net assets from
operations.............................. 18,983 1,694 138,760 1,609
---------- -------- ----------- --------

FROM CAPITAL TRANSACTIONS:
Net premiums.............................. 321,729 32,948 680,979 40,124
Terminations.............................. (548) -- (636) --
Other transfers from (to) the General
Account of Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... 211,921 56,810 399,355 8,218
Net increase (decrease) in net assets from
investments by Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... (225) 200 (262) 200
---------- -------- ----------- --------
Net increase in net assets from capital
transactions............................ 532,877 89,958 1,079,436 48,542
---------- -------- ----------- --------
Net increase in net assets................ 551,860 91,652 1,218,196 50,151

NET ASSETS:
Beginning of year......................... 91,652 -- 50,151 --
---------- -------- ----------- --------
End of year............................... $643,512 $91,652 $1,268,347 $50,151
---------- -------- ----------- --------
---------- -------- ----------- --------

SELECT CAPITAL APPRECIATION VIPF HIGH INCOME
PERIOD FROM PERIOD FROM
YEAR ENDED 5/1/95* TO YEAR ENDED 5/1/95* TO
12/31/96 12/31/95 12/31/96 12/31/95
---------- ----------------- ---------- -----------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss).............. $ (1,922) $ 962 $ 10,507 $ (71)
Net realized gain (loss) on investments... 577 2,120 3,133 48
Net unrealized gain (loss) on
investments............................. (1,192) 1,002 14,684 805
---------- ----------------- ---------- --------
Net increase (decrease) in net assets from
operations.............................. (2,537) 4,084 28,324 782
---------- ----------------- ---------- --------
FROM CAPITAL TRANSACTIONS:
Net premiums.............................. 652,549 114,192 325,210 20,148
Terminations.............................. -- -- (578) --
Other transfers from (to) the General
Account of Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... 52,678 5,042 (54,018) 47,177
Net increase (decrease) in net assets from
investments by Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... (295) 200 (247) 200
---------- ----------------- ---------- --------
Net increase in net assets from capital
transactions............................ 704,932 119,434 270,367 67,525
---------- ----------------- ---------- --------
Net increase in net assets................ 702,395 123,518 298,691 68,307
NET ASSETS:
Beginning of year......................... 123,518 -- 68,307 --
---------- ----------------- ---------- --------
End of year............................... $825,913 $123,518 $366,998 $68,307
---------- ----------------- ---------- --------
---------- ----------------- ---------- --------
</TABLE>

* Date of initial investment.

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

F-40
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
VIPF GROWTH
VIPF EQUITY-INCOME PERIOD FROM
YEAR ENDED PERIOD FROM YEAR ENDED 5/1/95* TO
12/31/96 5/1/95* TO 12/31/95 12/31/96 12/31/95
---------- ------------------- ---------- -----------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss).............. $ 3,398 $ 514 $ 14,422 $ (180)
Net realized gain (loss) on investments... 1,871 453 (232) (4,864)
Net unrealized gain (loss) on
investments............................. 59,082 5,154 45,024 (5,909)
---------- ---------- ---------- -----------------
Net increase (decrease) in net assets from
operations.............................. 64,351 6,121 59,214 (10,953)
---------- ---------- ---------- -----------------

FROM CAPITAL TRANSACTIONS:
Net premiums.............................. 530,169 21,784 673,958 105,504
Terminations.............................. (704) -- (105) --
Other transfers from (to) the General
Account of Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... 193,606 94,830 (2,435) 120,941
Net increase (decrease)in net assets from
investments by Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... (268) 200 (281) 200
---------- ---------- ---------- -----------------
Net increase in net assets from capital
transactions............................ 722,803 116,814 671,137 226,645
---------- ---------- ---------- -----------------
Net increase in net assets................ 787,154 122,935 730,351 215,692

NET ASSETS:
Beginning of year......................... 122,935 -- 215,692 --
---------- ---------- ---------- -----------------
End of year............................... $910,089 $122,935 $946,043 $215,692
---------- ---------- ---------- -----------------
---------- ---------- ---------- -----------------

<CAPTION>
T. ROWE PRICE
INTERNATIONAL STOCK
PERIOD FROM
YEAR ENDED 8/23/95* TO
12/31/96 12/31/95
---------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss).............. $ 7,124 $ (2)
Net realized gain (loss) on investments... 1,101 1
Net unrealized gain (loss) on
investments............................. 30,684 47
---------- -------
Net increase (decrease) in net assets from
operations.............................. 38,909 46
---------- -------
FROM CAPITAL TRANSACTIONS:
Net premiums.............................. 520,547 1,590
Terminations.............................. -- --
Other transfers from (to) the General
Account of Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... 152,993 (178)
Net increase (decrease)in net assets from
investments by Allmerica Financial Life
Insurance and Annuity Company
(Sponsor)............................... -- --
---------- -------
Net increase in net assets from capital
transactions............................ 673,540 1,412
---------- -------
Net increase in net assets................ 712,449 1,458
NET ASSETS:
Beginning of year......................... 1,458 --
---------- -------
End of year............................... $713,907 $1,458
---------- -------
---------- -------
</TABLE>

* Date of initial investment.

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

F-41
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

NOTE 1 -- ORGANIZATION

The Allmerica Select Separate Account II (Allmerica Select II) is a separate
investment account of Allmerica Financial Life Insurance and Annuity Company
(the Company), established on May 1, 1995 for the purpose of separating from the
general assets of the Company those assets used to fund the variable portion of
certain flexible premium variable life policies issued by the Company. The
Company is a wholly-owned subsidiary of First Allmerica Financial Life Insurance
Company (First Allmerica). First Allmerica is a wholly owned subsidiary of
Allmerica Financial Corporation (AFC). Under applicable insurance law, the
assets and liabilities of Allmerica Select II are clearly identified and
distinguished from the other assets and liabilities of the Company. Allmerica
Select II cannot be charged with liabilities arising out of any other business
of the Company.

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

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

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

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

F-42
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

NOTE 3 -- INVESTMENTS

The number of shares owned, aggregate cost, and net asset value per share of
each Sub-Account's investment in the Trust, VIPF, and T. Rowe at December 31,
1996 were as follows:

<TABLE>
<CAPTION>
PORTFOLIO INFORMATION
--------------------------------
NET ASSET
NUMBER OF AGGREGATE VALUE
INVESTMENT PORTFOLIO SHARES COST PER SHARE
---------------------------------------- --------- ---------- ---------
<S> <C> <C> <C>
Allmerica Investment Trust:
Money Market.......................... 2,377,412 $2,377,412 $ 1.000
Select Aggressive Growth.............. 713,699 1,426,388 2.037
Select Growth......................... 781,078 1,205,012 1.430
Select Growth and Income.............. 867,445 1,194,994 1.405
Select Income......................... 646,746 648,022 0.995
Select International Equity........... 935,359 1,151,276 1.356
Select Capital Appreciation........... 556,170 826,103 1.485

Fidelity Variable Insurance Products
Fund:
High Income........................... 29,313 351,508 12.520
Equity-Income......................... 43,276 845,853 21.030
Growth................................ 30,380 906,928 31.140

T. Rowe Price International Series,
Inc.:
International Stock................... 56,480 683,176 12.640
</TABLE>

NOTE 4 -- RELATED PARTY TRANSACTIONS

On the date of issue and each monthly payment date thereafter, a monthly
charge is deducted from the policy value to compensate the Company for the cost
of insurance, which varies by policy and the cost of any additional benefits
provided by rider. The policyowner may instruct the Company to deduct this
monthly charge from a specific Sub-Account, but if not so specified, it will be
deducted on a pro-rata basis of allocation which is the same proportion that the
policy value in the General Account of the Company and in each Sub-Account bear
to the total policy value. For the year ended December 31, 1996, these monthly
deductions from Sub-Account policy values amounted to $522,578. These amounts
are included on the statements of changes in net assets with other transfers to
the General Account.

The Company makes a charge of .65% per annum based on the average daily net
assets of each Sub-Account at each valuation date for mortality and expense
risks. The mortality and expense risks annual charge may be increased or
decreased by the Board of Directors of the Company once each year, subject to
compliance with applicable state and federal requirements, but the total charge
may not exceed .80% per annum. During the first 10 policy years, the Company
also charges each Sub-Account .15% per annum based on the average daily net
assets of each Sub-Account for administrative expenses. These charges are
deducted in the daily computation of unit values but paid to the Company on a
monthly basis.

Allmerica Investments, Inc., (Allmerica Investments), a wholly-owned
subsidiary of First Allmerica, is principal underwriter and general distributor
of Allmerica Select II, and does not receive any compensation for sales of
Allmerica Select II policies. Commissions are paid to registered representatives
of Allmerica Investments by the Company. As the current series of policies have
a surrender charge, no deduction is made for sales charges at the time of the
sale. For the year ended December 31, 1996, the Company received $3,838 for

F-43
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

NOTE 4 -- RELATED PARTY TRANSACTIONS (CONTINUED)
surrender charges applicable to Select II policies. There were no surrender
charges for the period ended December 31, 1995.

NOTE 5 -- DIVERSIFICATION REQUIREMENTS

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

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

NOTE 6 -- PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales of the Trust, VIPF, and T. Rowe
shares by Allmerica Select II during the period ended December 31, 1996 were as
follows:

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO PURCHASES SALES
-------------------------------------------------- ----------- ----------
<S> <C> <C>
Allmerica Investment Trust:
Money Market.................................... $ 7,221,540 $5,114,216
Select Aggressive Growth........................ 1,405,816 165,334
Select Growth................................... 1,268,908 176,809
Select Growth and Income........................ 1,079,629 34,354
Select Income................................... 583,943 26,969
Select International Equity..................... 1,114,247 13,272
Select Capital Appreciation..................... 830,329 60,388

Fidelity Variable Insurance Products Fund:
High Income..................................... 411,446 130,626
Equity-Income................................... 773,098 46,987
Growth.......................................... 906,082 160,227

T. Rowe Price International Series, Inc.:
International Stock............................. 753,767 73,117
----------- ----------
Totals.......................................... $16,348,805 $6,002,299
----------- ----------
----------- ----------
</TABLE>

F-44
<PAGE>
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE

The guideline minimum sum insured is a percentage of the policy value as set
forth below, according to federal tax regulations:

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

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

A-1
<PAGE>
APPENDIX B -- OPTIONAL INSURANCE BENEFITS

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

WAIVER OF PREMIUM RIDER

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

GUARANTEED INSURABILITY RIDER

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

OTHER INSURED RIDER

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

OPTION TO ACCELERATE BENEFITS ENDORSEMENT

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

EXCHANGE OPTION RIDER

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

A-2
<PAGE>
APPENDIX C -- PAYMENT OPTIONS

PAYMENT OPTIONS

On written request, the surrender value or all or part of any payable net death
benefit may be paid under one or more payment options then offered by Allmerica
Financial. If you do not make an election, we will pay the benefits in a single
sum. If a payment option is selected, the beneficiary may pay to us any amount
that would otherwise be deducted from the death benefit. A certificate will be
provided to the payee describing the payment option selected.

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

SELECTION OF PAYMENT OPTIONS

The amount applied under any one option for any one payee must be at least
$5,000. The periodic payment for any one payee must be at least $50. Subject to
the Policy owner and beneficiary provisions, any option selection may be changed
before the net death benefit become payable. If you make no selection, the
beneficiary may select an option when the net death benefit becomes payable.

A-3
<PAGE>
APPENDIX D -- ILLUSTRATIONS OF DEATH BENEFIT, POLICY VALUES
AND ACCUMULATED PAYMENTS

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

ASSUMPTIONS

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

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

The tables assume that all premiums are allocated to and remain in the Allmerica
Select II Account for the entire period shown. The tables are based on
hypothetical gross investment rates of return for the Underlying Fund (i.e.,
investment income and capital gains and losses, realized or unrealized)
equivalent to constant gross (after tax) annual rates of 0%, 6%, and 12%. The
second column of the tables 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 Policy Values and Death Proceeds would be different from those shown if the
gross annual investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above or below such averages for individual Policy
years. The values also would be different depending on the allocation of the
Policy's total Policy Value among the Sub-Accounts of the Variable Account, if
the actual rates of return averaged 0%, 6% or 12%, but the rates of each
Underlying Fund varied above and below such averages.

DEDUCTIONS FOR CHARGES

The amounts shown in the tables also take into account the mortality and expense
risk charge of 0.65%, the administrative charge of 0.15%, and Fund advisory fees
and operating expenses, which averaged an annual rate of 0.80% of the average
daily net assets of the Funds. The fees and expenses of each Fund vary, and in
1996 ranged from an annual rate of 0.34% to an annual rate of 1.23% of average
daily net assets. The fees and expenses of your Policy may be more or less than
0.80% in the aggregate, depending on how you make allocations of Policy Value
among the sub-accounts.

Under its management agreement with the Trust, Allmerica Investment has declared
a voluntary expense limitation of 1.50% of average net assets for the Select
International Equity Fund, 1.35% for the Select Capital Appreciation Fund and
the Select Aggressive Growth Fund, 1.20% for the Select Growth Fund, 1.10% for
the Select Growth and Income Fund, 1.00% for the Select Income Fund, and 0.60%
for the Money Market Fund. In 1996 the operating expenses of the Underlying
Funds did not exced the expense limitations.

NET ANNUAL RATES OF INVESTMENT

Applying the mortality and expense risk charge, the administrative charge, and
the average Fund advisory fees and operating expenses of 0.80% of average net
assets, the gross annual rates of investment return of 0%, 6% and 12% would
produce net annual rates of -1.60%, 4.40% and 10.40%, respectively, during the
first 10 Policy years and -1.45%, 4.55% and 10.55%, respectively, after that.

The hypothetical returns shown in the table do not reflect any charges for
income taxes against the Variable Account since no charges are currently made.
However, if in the future the charges are made, to produce illustrated death
benefits and cash values, the gross annual investment 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 shows the amount that would accumulate if the
guideline annual premium were invested to earn interest, (after taxes) at 5%
compounded annually.

A-4
<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SELECT VARIABLE LIFE POLICY

MALE NON-SMOKER AGE 30
FACE AMOUNT = $100,000
ADJUSTABLE OPTION

BASED ON CURRENT MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
PAYMENTS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
MADE PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------------- ----------------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR(1) VALUE VALUE(2) BENEFIT VALUE VALUE(2) BENEFIT VALUE VALUE(2) BENEFIT
- --------- ----------- ----------- ----------- --------- ----------- ----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,100 669 1,747 101,747 779 1,857 101,857 890 1,968 101,968
2 4,305 2,387 3,465 103,465 2,718 3,796 103,796 3,062 4,140 104,140
3 6,620 4,213 5,156 105,156 4,877 5,820 105,820 5,595 6,538 106,538
4 9,051 6,012 6,820 106,820 7,125 7,933 107,933 8,378 9,186 109,186
5 11,604 7,772 8,446 108,446 9,453 10,127 110,127 11,423 12,097 112,097

6 14,284 9,494 10,033 110,033 11,866 12,405 112,405 14,758 15,297 115,297
7 17,098 11,191 11,596 111,596 14,379 14,783 114,783 18,426 18,830 118,830
8 20,053 12,851 13,121 113,121 16,985 17,254 117,254 22,449 22,718 122,718
9 23,156 14,475 14,610 114,610 19,687 19,821 119,821 26,863 26,998 126,998
10 26,414 16,063 16,063 116,063 22,489 22,489 122,489 31,710 31,710 131,710

11 29,834 17,503 17,503 117,503 25,293 25,293 125,293 36,944 36,944 136,944
12 33,426 18,904 18,904 118,904 28,206 28,206 128,206 42,712 42,712 142,712
13 37,197 20,268 20,268 120,268 31,234 31,234 131,234 49,070 49,070 149,070
14 41,157 21,592 21,592 121,592 34,380 34,380 134,380 56,078 56,078 156,078
15 45,315 22,876 22,876 122,876 37,647 37,647 137,647 63,802 63,802 163,802

16 49,681 24,125 24,125 124,125 41,046 41,046 141,046 72,324 72,324 172,324
17 54,265 25,330 25,330 125,330 44,572 44,572 144,572 81,718 81,718 181,718
18 59,078 26,499 26,499 126,499 48,240 48,240 148,240 92,083 92,083 192,083
19 64,132 27,631 27,631 127,631 52,055 52,055 152,055 103,520 103,520 203,935
20 69,439 28,726 28,726 128,726 56,020 56,020 156,020 116,135 116,135 221,819

Age 60 139,522 37,125 37,125 137,125 105,005 105,005 205,005 341,076 341,076 457,042
Age 65 189,673 39,176 39,176 139,176 136,935 136,935 236,935 569,427 569,427 694,701
Age 70 253,680 39,409 39,409 139,409 174,878 174,878 274,878 942,492 942,492 1,093,291
Age 75 335,370 36,750 36,750 136,750 219,011 219,011 319,011 1,553,861 1,553,861 1,662,631
</TABLE>

(1) Assumes a $1,400 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE
FUNDS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED OVER ANY PERIOD.

A-5
<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SELECT VARIABLE LIFE POLICY

MALE NON-SMOKER AGE 30
FACE AMOUNT = $100,000
ADJUSTABLE OPTION

BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
PAYMENTS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
MADE PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------------- ----------------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR(1) VALUE VALUE(2) BENEFIT VALUE VALUE(2) BENEFIT VALUE VALUE(2) BENEFIT
- --------- ----------- ----------- ----------- --------- ----------- ----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,100 669 1,747 101,747 779 1,857 101,857 890 1,968 101,968
2 4,305 2,387 3,465 103,465 2,718 3,796 103,796 3,062 4,140 104,140
3 6,620 4,213 5,156 105,156 4,877 5,820 105,820 5,595 6,538 106,538
4 9,051 6,012 6,820 106,820 7,125 7,933 107,933 8,377 9,186 109,186
5 11,604 7,772 8,446 108,446 9,453 10,127 110,127 11,423 12,096 112,096

6 14,284 9,494 10,033 110,033 11,866 12,405 112,405 14,758 15,297 115,297
7 17,098 11,191 11,596 111,596 14,379 14,783 114,783 18,426 18,830 118,830
8 20,053 12,851 13,121 113,121 16,985 17,254 117,254 22,448 22,718 122,718
9 23,156 14,475 14,610 114,610 19,686 19,821 119,821 26,863 26,998 126,998
10 26,414 16,063 16,063 116,063 22,489 22,489 122,489 31,710 31,710 131,710

11 29,834 17,496 17,496 117,496 25,286 25,286 125,286 36,937 36,937 136,937
12 33,426 18,897 18,897 118,897 28,198 28,198 128,198 42,703 42,703 142,703
13 37,197 20,253 20,253 120,253 31,218 31,218 131,218 49,052 49,052 149,052
14 41,157 21,577 21,577 121,577 34,363 34,363 134,363 56,057 56,057 156,057
15 45,315 22,859 22,859 122,859 37,626 37,626 137,626 63,777 63,777 163,777

16 49,681 24,098 24,098 124,098 41,014 41,014 141,014 72,286 72,286 172,286
17 54,265 25,296 25,296 125,296 44,531 44,531 144,531 81,667 81,667 181,667
18 59,078 26,440 26,440 126,440 48,171 48,171 148,171 92,000 92,000 192,000
19 64,132 27,544 27,544 127,544 51,952 51,952 151,952 103,398 103,398 203,693
20 69,439 28,597 28,597 128,597 55,868 55,868 155,868 115,954 115,954 221,472

Age 60 139,522 35,175 35,175 135,175 102,489 102,489 202,489 337,537 337,537 452,299
Age 65 189,673 34,291 34,291 134,291 130,279 130,279 230,279 559,164 559,164 682,180
Age 70 253,680 28,307 28,307 128,307 159,053 159,053 259,053 914,735 914,735 1,061,092
Age 75 335,370 14,7O6 14,076 114,076 185,043 185,043 285,043 1,488,207 1,488,207 1,592,382
</TABLE>

(1) Assumes a $1,400 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.

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

A-6
<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SELECT VARIABLE LIFE POLICY

MALE NON-SMOKER AGE 45
FACE AMOUNT = $250,000
LEVEL OPTION

BASED ON CURRENT MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
PAYMENTS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
MADE PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------------- ----------------------------------- ------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY
YEAR PER YEAR(1) VALUE VALUE(2) BENEFIT VALUE VALUE(2) BENEFIT VALUE VALUE(2)
- --------- ----------- ----------- ----------- --------- ----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 0 3,176 250,000 71 3,393 250,000 288 3,610
2 9,041 2,929 6,254 250,000 3,561 6,886 250,000 4,221 7,546
3 13,903 6,305 9,215 250,000 7,557 10,467 250,000 8,915 11,825
4 19,008 9,581 12,075 250,000 11,658 14,152 250,000 14,005 16,499
5 24,368 12,740 14,818 250,000 15,852 17,930 250,000 19,515 21,593
6 29,996 15,778 17,441 250,000 20,140 21,803 250,000 25,489 27,152
7 35,906 18,689 19,936 250,000 24,520 25,767 250,000 31,972 33,219
8 42,112 21,460 22,291 250,000 28,982 29,813 250,000 39,009 39,840
9 48,627 24,081 24,496 250,000 33,522 33,937 250,000 46,655 47,070
10 55,469 26,536 26,536 250,000 38,128 38,128 250,000 54,967 54,967

11 62,652 28,862 28,862 250,000 42,850 42,850 250,000 64,071 64,071
12 70,195 31,077 31,077 250,000 47,728 47,728 250,000 74,115 74,115
13 78,114 33,184 33,184 250,000 52,775 52,775 250,000 85,212 85,212
14 86,430 35,182 35,182 250,000 58,001 58,001 250,000 97,490 97,490
15 95,161 37,067 37,067 250,000 63,413 63,413 250,000 111,088 111,088

16 104,330 38,833 38,833 250,000 69,020 69,020 250,000 126,164 126,164
17 113,956 40,478 40,478 250,000 74,834 74,834 250,000 142,901 142,901
18 124,064 41,992 41,992 250,000 80,861 80,861 250,000 161,502 161,502
19 134,677 43,367 43,367 250,000 87,112 87,112 250,000 182,202 182,202
20 145,821 44,594 44,594 250,000 93,600 93,600 250,000 205,269 205,269

Age 60 95,161 37,067 37,067 250,000 63,413 63,413 250,000 111,088 111,088
Age 65 145,821 44,594 44,594 250,000 93,600 93,600 250,000 205,269 205,269
Age 70 210,477 48,546 48,546 250,000 130,403 130,403 250,000 362,455 362,455
Age 75 292,995 46,678 46,678 250,000 176,308 176,308 250,000 620,029 620,029

POLICY DEATH
YEAR BENEFIT
- --------- ---------
<S> <C>
1 250,000
2 250,000
3 250,000
4 250,000
5 250,000
6 250,000
7 250,000
8 250,000
9 250,000
10 250,000
11 250,000
12 250,000
13 250,000
14 250,000
15 250,000
16 250,000
17 250,000
18 250,000
19 250,000
20 250,429
Age 60 250,000
Age 65 250,429
Age 70 420,448
Age 75 663,431
</TABLE>

(1) Assumes a $4,200 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.

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

A-7
<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SELECT VARIABLE LIFE POLICY

MALE NON-SMOKER AGE 45
FACE AMOUNT = $250,000
LEVEL OPTION

BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
PAYMENTS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
MADE PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------------- ----------------------------------- ------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY
YEAR PER YEAR(1) VALUE VALUE(2) BENEFIT VALUE VALUE(2) BENEFIT VALUE VALUE(2)
- --------- ----------- ----------- ----------- --------- ----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 0 3,176 250,000 71 3,393 250,000 288 3,610
2 9,041 2,929 6,254 250,000 3,561 6,886 250,000 4,221 7,546
3 13,903 6,297 9,207 250,000 7,548 10,458 250,000 8,906 11,816
4 19,008 9,573 12,067 250,000 11,649 14,143 250,000 13,995 16,489
5 24,368 12,732 14,810 250,000 15,843 17,921 250,000 19,504 21,582

6 29,996 15,746 17,409 250,000 20,107 21,770 250,000 25,453 27,116
7 35,906 18,651 19,898 250,000 24,478 25,725 250,000 31,926 33,173
8 42,112 21,421 22,252 250,000 28,937 29,768 250,000 38,957 39,788
9 48,627 24,033 24,448 250,000 33,465 33,880 250,000 46,587 47,002
10 55,469 26,463 26,463 250,000 38,043 38,043 250,000 54,867 250,000

11 62,652 28,346 28,346 250,000 42,329 42,329 250,000 63,556 63,556
12 70,195 30,034 30,034 250,000 46,669 46,669 250,000 73,076 73,076
13 78,114 31,530 31,530 250,000 51,074 51,074 250,000 83,540 83,540
14 86,430 32,813 32,813 250,000 55,531 55,531 250,000 95,056 95,056
15 95,161 33,858 33,858 250,000 60,028 60,028 250,000 107,752 107,752

16 104,330 34,645 34,645 250,000 64,554 64,554 250,000 121,779 121,779
17 113,956 35,150 35,150 250,000 69,101 69,101 250,000 137,318 137,318
18 124,064 35,349 35,349 250,000 73,659 73,659 250,000 154,581 154,581
19 134,677 35,192 35,192 250,000 78,201 78,201 250,000 173,811 173,811
20 145,821 34,600 34,600 250,000 82,679 82,679 250,000 195,298 195,298

Age 60 95,161 33,858 33,858 250,000 60,028 60,028 250,000 107,752 107,752
Age 65 145,821 34,600 34,600 250,000 82,679 82,679 250,000 195,298 195,298
Age 70 210,477 23,662 23,662 250,000 103,744 103,744 250,000 341,971 341,971
Age 75 292,995 0 (10,062) 250,000 119,357 119,357 250,000 578,696 578,696

POLICY DEATH
YEAR BENEFIT
- --------- ---------
<S> <C>
1 250,000
2 250,000
3 250,000
4 250,000
5 250,000
6 250,000
7 250,000
8 250,000
9 250,000
10
11 250,000
12 250,000
13 250,000
14 250,000
15 250,000
16 250,000
17 250.000
18 250,000
19 250,000
20 250,000
Age 60 250,000
Age 65 250,000
Age 70 396,687
Age 75 619,205
</TABLE>

(1) Assumes a $4,200 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.

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

A-8
<PAGE>
APPENDIX E -- COMPUTING MAXIMUM SURRENDER CHARGES

A separate surrender charge is computed on the date of issue and on each
increase in face amount. The maximum surrender charge is a:

- Deferred administrative charge of $8.50 per $1,000 of initial face
amount (or face amount increase) AND

- Deferred sales charge of 28.5% of payments received up to the
guideline annual premium (GAP)

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

The maximum surrender charge is level for the first 24 Policy months, reduces by
1/96th for the next 96 Policy months, reaching zero at the end of ten Policy
years.

The Factors used to compute the maximum surrender charges vary with the issue
age and underwriting class (Smoker) as indicated in the table below.

A-9
<PAGE>
MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT

<TABLE>
<CAPTION>
Age at
issue or Male Male Female Female Unisex Unisex
increase Nonsmoker Smoker Nonsmoker Smoker Nonsmoker Smoker
- ------------- ------------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
0 N/A 9.44 N/A 9.21 N/A 9.39
1 N/A 9.43 N/A 9.20 N/A 9.38
2 N/A 9.46 N/A 9.23 N/A 9.41
3 N/A 9.49 N/A 9.25 N/A 9.45
4 N/A 9.53 N/A 9.28 N/A 9.48
5 N/A 9.57 N/A 9.31 N/A 9.52
6 N/A 9.62 N/A 9.34 N/A 9.56
7 N/A 9.66 N/A 9.38 N/A 9.61
8 N/A 9.72 N/A 9.41 N/A 9.65
9 N/A 9.77 N/A 9.45 N/A 9.71
10 N/A 9.83 N/A 9.49 N/A 9.76
11 N/A 9.89 N/A 9.53 N/A 9.82
12 N/A 9.95 N/A 9.58 N/A 9.88
13 N/A 10.02 N/A 9.62 N/A 9.94
14 N/A 10.09 N/A 9.67 N/A 10.01
15 N/A 10.16 N/A 9.72 N/A 10.07
16 N/A 10.22 N/A 9.78 N/A 10.13
17 N/A 10.29 N/A 9.83 N/A 10.20
18 9.90 10.36 9.67 9.89 9.85 10.26
19 9.95 10.43 9.72 9.95 9.90 10.33
20 10.00 10.50 9.77 10.01 9.96 10.40
21 10.06 10.58 9.82 10.07 10.01 10.48
22 10.12 10.66 9.88 10.14 10.07 10.55
23 10.19 10.75 9.94 10.21 10.13 10.64
24 10.25 10.84 10.00 10.29 10.20 10.73
25 10.33 10.94 10.06 10.37 10.27 10.82
26 10.41 11.04 10.13 10.46 10.35 10.92
27 10.49 11.16 10.21 10.54 10.43 11.03
28 10.58 11.28 10.28 10.64 10.52 11.15
29 10.68 11.42 10.37 10.74 10.61 11.28
30 10.78 11.56 10.45 10.84 10.71 11.41
31 10.89 11.71 10.54 10.96 10.82 11.55
32 11.00 11.87 10.64 11.07 10.93 11.70
33 11.12 12.03 10.74 11.20 11.05 11.86
34 11.25 12.21 10.85 11.33 11.17 12.03
35 11.39 12.41 10.96 11.47 11.30 12.21
36 11.54 12.61 11.08 11.61 11.44 12.40
37 11.69 12.82 11.21 11.77 11.59 12.60
38 11.85 13.05 11.34 11.93 11.75 12.82
39 12.03 13.29 11.48 12.10 11.92 13.04
40 12.21 13.54 11.63 12.28 12.09 13.28
41 12.40 13.81 11.79 12.46 12.28 13.53
42 12.61 14.09 11.95 12.66 12.47 13.79
43 12.83 14.39 12.12 12.86 12.68 14.07
44 13.06 14.71 12.30 13.07 12.90 14.36
45 13.30 15.04 12.50 13.29 13.14 14.67
46 13.56 15.39 12.70 13.53 13.38 14.99
</TABLE>

A-10
<PAGE>
MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT (continued)
<TABLE>
<CAPTION>
Age at
issue or Male Male Female Female Unisex Unisex
increase Nonsmoker Smoker Nonsmoker Smoker Nonsmoker Smoker
- ------------- ------------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
47 13.84 15.76 12.91 13.78 13.65 15.33
48 14.13 16.16 13.14 14.04 13.93 15.69
49 14.45 16.57 13.38 14.31 14.22 16.08
50 14.78 17.02 13.64 14.60 14.54 16.48
51 15.14 17.49 13.91 14.91 14.88 16.91
52 15.52 17.99 14.20 15.23 15.24 17.37
53 15.92 18.52 14.50 15.57 15.62 17.85
54 16.35 19.08 14.82 15.93 16.03 18.36
55 16.82 19.67 15.17 16.31 16.46 18.90
56 17.31 20.29 15.53 16.71 16.93 19.47
57 17.83 20.96 15.92 17.14 17.42 20.07
58 18.39 21.66 16.34 17.60 17.95 20.70
59 18.99 22.41 16.79 18.09 18.51 21.38
60 19.63 23.20 17.28 18.62 19.11 22.10
61 20.32 24.05 17.80 19.20 19.76 22.87
62 21.06 24.96 18.37 19.81 20.46 23.68
63 21.85 25.92 18.98 20.48 21.20 24.55
64 22.69 26.94 19.63 21.18 22.00 25.47
65 23.60 28.01 20.33 21.94 22.85 26.44
66 24.57 29.15 21.08 22.74 23.77 27.46
67 25.61 30.35 21.88 23.60 24.74 28.54
68 26.73 31.63 22.75 24.52 25.80 29.69
69 27.93 33.00 23.70 25.53 26.93 30.92
70 29.23 34.46 24.74 26.63 28.16 32.24
71 30.64 36.02 25.88 27.83 29.48 33.65
72 32.13 37.70 27.13 29.15 30.90 35.17
73 33.75 39.48 28.48 30.59 32.44 36.79
74 35.49 41.35 29.96 32.13 34.09 38.50
75 37.33 43.32 31.56 33.79 35.85 40.30
76 39.30 45.37 33.29 35.57 37.73 42.18
77 41.40 47.52 35.16 37.48 39.74 44.16
78 43.65 49.76 37.21 39.54 41.91 46.26
79 46.08 52.15 39.45 41.79 44.25 48.51
80 48.73 54.71 41.92 44.25 46.82 50.93
</TABLE>

A-11
<PAGE>
EXAMPLES

For the purposes of these examples, assume that a male, Age 35, non-smoker
purchases a $100,000 Policy. In this example the guideline annual premium
("GAP") equals $1,014.21. His maximum surrender charge is calculated as follows:

<TABLE>
<S> <C> <C>
Maximum surrender charge per table (11.39 X 100) $1,139.00
</TABLE>

During the first two Policy years after the date of issue, the actual surrender
charge is the smaller of the maximum surrender charge and the following sum:

<TABLE>
<S> <C> <C>
(1) Deferred administrative charge $ 850.00
($8.50/$1,000 of face amount)

(2) Deferred sales charge Varies
(not to exceed 28.5% of payments received, up to one GAP)
---------
Sum of (1) and (2)
</TABLE>

The maximum surrender charge is $1,139.00. All payments are associated with the
initial face amount unless the face amount is increased.

Example 1:

Assume the Policy owner surrenders the Policy in the 10th Policy month,
having paid total payments of $900. The surrender charge would be $1,106.50.

Example 2:

Assume the Policy owner surrenders the Policy in the 60th month. Also assume
that after the 24th Policy month, the maximum surrender charge decreases by 1/96
per month thereby reaching zero at the end of the 10th Policy year. In this
example, the maximum surrender charge would be $711.88.

A-12
<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.

REPRESENTATIONS PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940

The Company hereby represents that the aggregate fees and charges under the
Policy are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.

REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(B) PLANS AND
UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM.

The Company and its registered separate accounts which fund annuity contracts
issued in connection with Section 403(b) plans have relied (a) on Rule 6c-7
under the 1940 Act with respect to withdrawal restrictions under the Texas
Optional Retirement Program ("Program") and (b) on the "no-action" letter (Ref.
No. IP-6-88) issued on November 28, 1988 to the American Council of Life
Insurance, in applying the withdrawal restrictions of Internal Revenue Code
Section 403(b)(11). The variable life insurance Policies issued by the
Registrant may be issued in connection with Section 403(b) plans ("Plans"), and
would be subject to the same restrictions on redeemability which are applicable
to annuity contracts issued to such Plans. The Company and the Registrant
represent that they will take the following steps in connection with the
issuance of the Policies to Section 403(b) plans:

1. Appropriate disclosures regarding the redemption restrictions imposed by
the Program and by Section 403(b)(11) have been included in the prospectus
of each registration statement used in connection with the offer of the
Company's variable contracts.

<PAGE>

2. Appropriate disclosures regarding the redemption restrictions imposed by the
Program and by Section 403(b)(11) have been included in sales literature used
in connection with the offer of the Company's variable contracts.

3. Sales Representatives who solicit participants to purchase the variable
contracts have been instructed to specifically bring the redemption
restrictions imposed by the Program and by Section 403(b)(11) to the
attention of potential participants.

4. A signed statement acknowledging the participant's understanding of (i) the
restrictions on redemption imposed by the Program and by Section
403(b)(11) and (ii) the investment alternatives available under the
employer's arrangement will be obtained from each participant who
purchases a variable contract prior to or at the time of purchase.

Registrant hereby represents that it will not act to deny or limit a transfer
request except to the extent that a Service-Ruling or written opinion of
counsel, specifically addressing the fact pattern involved and taking into
account the terms of the applicable employer plan, determines that denial or
limitation is necessary for the variable contracts to meet the requirements
of the Program or of Section 403(b). Any transfer request not so denied or
limited will be effected as expeditiously as possible.

<PAGE>

CONTENTS OF THE REGISTRATION STATEMENT
(Select Life)

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.
Representations Pursuant to Section 26(e) of the Investment Company Act of 1940

The signatures.

Written consents of the following persons:

1. Price Waterhouse
2. Opinion of Counsel
3. Actuarial Opinion

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 October 12, 1993 establishing the Allmerica Select
Separate Account II was previously filed with Registrant's
initial Registration Statement and are herein incorporated by
reference.

(2) Not Applicable.

(3) (a) Form of Sales and Administrative Services Agreement between
the Company and Allmerica Investments, Inc. was previously
filed on February 1, 1993 and is herein incorporated by
reference.

(b) Registered Representative Agreement and Resident Sponsor
Agreement of Allmerica Investments 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, were
previously filed by the Company in Post-Effective Amendment
No. 1, Registration No. 33-83604, and are herein incorporated
by reference.

(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.

<PAGE>

(b) 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.

(c) Form of Participation Agreement with Variable Insurance
Products Fund was previously filed on May 1, 1995 and is
incorporated by reference.

(d) Fidelity Service Agreement as of November 1, 1995 was
previously was filed on April 30, 1996 in Post-Effective
Amendment No. 2, and is incorporated herein by reference.
An Amendment to the Fidelity Service Agreement, effective as
of January 1, 1997, is filed herewith. A Proposed Form of
Fidelity Service Contract is filed herewith.

(e) Proposed Form of Service Agreement with Rowe Price-Fleming
International, Inc. is filed herewith.

(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,
and are incorporated herein by reference.

3. Opinion of Counsel is filed herewith.

4. Not Applicable.

5. Not Applicable.

6. Actuarial consent is filed herewith

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 is filed herewith.

<PAGE>

FORM S-6 EXHIBIT TABLE

Exhibit (1)(8)(d) Amendment to Fidelity Service Agreement
Proposed Form of Fidelity Service Contract
Exhibit (1)(8)(e) Proposed Form of Service Agreement with Rowe Price-Fleming
International, Inc.

Exhibit 3 Opinion of Counsel

Exhibit 6 Actuarial Consent

Exhibit 8 Consent of Independent Accountants.

<PAGE>

Exhibit 1(8)(d)

FORM OF

SERVICE CONTRACT

With respect to shares of:

( ) Variable Insurance Products Fund - High Income Portfolio
( ) Variable Insurance Products Fund - Equity-Income Portfolio
( ) Variable Insurance Products Fund - Growth Portfolio
( ) Variable Insurance Products Fund - Overseas Portfolio
( ) Variable Insurance Products Fund II - Investment Grade Bond Portfolio
( ) Variable Insurance Products Fund II - Asset Manager Portfolio
( ) Variable Insurance Products Fund II - Contrafund Portfolio
( ) Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
( ) Variable Insurance Products Fund III - Growth Opportunities Portfolio
( ) Variable Insurance Products Fund III - Balanced Portfolio
( ) Variable Insurance Products Fund III - Growth & Income Portfolio

To Fidelity Distributors Corporation:

We desire to enter into a Contract with you for activities in connection with
the distribution of shares and the servicing of shareholders of the Fund noted
above (the "Fund") of which you are the principal underwriter as defined in the
Investment Company Act of 1940 (the "Act") and for which you are the agent for
the continuous distribution of shares.

THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:

1. We shall provide distribution and certain shareholder services for our
clients who own Fund shares ("clients"), in which services may include, without
limitation: sale of shares of the Fund; answering client inquiries regarding the
Fund; assistance to clients in changing dividend options, account designations
and addresses; performance of subaccounting; processing purchase and redemption
transactions, including automatic investment and redemption of client account
cash balances; providing periodic statements showing a client's account balance
and the integration of such statements with other transactions; arranging for
bank wires; and providing such other information and services as you reasonably
may request.

2. We shall provide such office space and equipment, telephone facilities and
personnel (which may be all or any part of the space, equipment and facilities
currently used in our business, or all or any personnel employed by us) as is
necessary or beneficial for providing information and services to shareholders
of the Fund, and to assist you in servicing accounts of clients.

3. We agree to indemnify and hold you, the Fund, and the Fund's adviser and
transfer agent harmless from any and all direct or indirect liabilities or
losses resulting from requests, directions, actions or inactions, of or by us or
our officers, employees or agents regarding the purchase, redemption, transfer
or registration of shares for our clients. Such indemnification shall survive
the termination of this Contract.

Neither we nor any of our officers, employees or agents are authorized to
make any representation concerning Fund shares except those contained in the
then current Fund Prospectus, copies of which will be supplied by you to us; and
we shall have no authority to act as agent for the Fund or for you.

4. In consideration of the services and facilities described herein, we shall
be entitled to receive, and you shall cause to be paid to us by yourself or by
Fidelity Management & Research Company, investment adviser of the Fund, such
fees as are set forth in the accompanying "Fee Schedule for Qualified
Recipients." We understand that the payment of such fees has been authorized
pursuant to a Service Plan approved by the

<PAGE>
Board of Trustees of the Fund, and those Trustees who are not "interested
persons" of the fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of the Service Plan or in any agreements
related to the Service Plan (hereinafter referred to as "Qualified Trustees"),
and shareholders of the Fund, that such fees will be paid out of the fees paid
to the Fund's investment adviser, said adviser's past profits or any other
source available to said adviser; that the cost to the Fund for such fees shall
not exceed the amount of the advisory and service fee; and that such fees are
subject to change during the term of this Contract and shall be paid only so
long as this Contract is in effect.

5. We agree to conduct our activities in accordance with any applicable
federal or state laws, including securities laws and any obligation thereunder
to disclose to our clients the receipt of fees in connection with their
investment in the Fund.

6. You reserve the right, at your discretion and without notice, to suspend
the sale of shares or withdraw the sale of shares of the Fund.

7. This contract shall continue in force for one year from the effective date
(see below), and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically subject to termination
without penalty at any time if a majority of the Fund's Qualified Trustees vote
to terminate or not to continue the Service Plan. This Contract is also
terminable without penalty at any time the Service Plan is terminated by vote of
a majority of the Fund's outstanding voting securities upon 60 days' written
notice thereof to us. This Contract may also be terminated by us, for any
reason, upon 15 days' written notice to you. Notwithstanding anything contained
herein, in the event that the Service Plan shall terminate or we shall fail to
perform the distribution and shareholder servicing functions contemplated by
this Contract, such determination to be made in good faith by the Fund or you,
this Contract is terminable effective upon receipt of notice thereof by us.
This Contract will also terminate automatically in the event of its assignment
(as defined in the Act).

8. All communications to you shall be sent to you at your offices, 82
Devonshire Street, Boston, MA 02109. Any notice to us shall be duly given if
mailed or telegraphed to us at the address shown in this contract.

9. This Contract shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.

Very truly yours,

- --------------------------------------------------------------------------------
Name of Qualified Recipient (Please Print or Type)

- --------------------------------------------------------------------------------
Street City State Zip Code

By:
-----------------------------------------------------------------------------
Authorized Signature

Date:
-------------------------

NOTE: Please return two signed copies of this Service Contract to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy will be
returned to you.

FOR INTERNAL USE ONLY:
EFFECTIVE DATE: JANUARY 1, 1997

<PAGE>

FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF

Variable Insurance Products Fund - High Income Portfolio
Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Investment Grade Bond Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio

(1) Those who have signed the Service Agreement, who meet the requirements
of paragraph (4) below, and who render distribution, administrative support and
recordkeeping services as described therein, will hereafter be referred to as
"Qualified Recipients."

(2) Qualified Recipients who perform distribution services for their
clients including, without limitation, sale of Portfolio shares, answering
routine client inquiries about the Portfolio(s), completing Portfolio
applications for the client, and producing Portfolio sales brochures or other
marketing materials, will earn a quarterly fee at an annualized rate of 0.06%
(six basis points) of the average aggregate net assets of their clients invested
in the Portfolios.

(3) The fees paid to each Qualified Recipient will be calculated and paid
quarterly. Checks will be mailed to each Qualified Recipient by the 30th of the
following month.

(4) In order to be assured of receiving payment under this Agreement for a
given calendar quarter, a Qualified Recipient must have insurance company
clients with a minimum of $100 million of average net assets in the aggregate in
the mutual fund portfolios shown below. For any calendar quarter during which
assets in these portfolios are in the aggregate less than $100 million, the
amount of qualify assets may be considered to be zero for the purpose of
computing the payments due.

Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio

<PAGE>

AMENDMENT TO SERVICE AGREEMENT

This Amendment to Service Agreement, effective as of the 1st day of
January, 1997, modifies an agreement entered into by and between FIDELITY
INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY ("FIIOC") and ALLMERICA FINANCIAL
LIFE INSURANCE AND ANNUITY COMPANY ("Company") as of the 1st day of November,
1995 (the "Agreement").

WHEREAS, Fidelity now has a third insurance-dedicated mutual fund, Variable
Insurance Products Fund III, which the parties are desirous of including in this
Agreement; and

WHEREAS, the parties also desire to make technical amendments to the
Agreement;

NOW, THEREFORE, the parties do hereby agree to amend the Agreement as
follows:

1. The term "Funds" now includes Variable Insurance Products Fund,
Variable Insurance Products Fund II, and Variable Insurance Products Fund III.

2. Paragraph 3 of the Agreement is amended to change the compensation
rate from 2 basis points to 4 basis points, and to place a cap on the maximum
quarterly payment, by making the following changes:

(a) Each place that the figure 0.0002 appears, it is hereby replaced with
the figure 0.0004, and each place that the words "two basis points" appear they
are hereby replaced with "four basis points;" and

(b) The following language is hereby added to the end of paragraph 3:
"Notwithstanding anything else in this Agreement, the maximum Payment to which
Company shall be entitled with respect to any calendar quarter or stub period is
One Million Dollars ($1,000,000)."

IN WITNESS WHEREOF, the parties have set their hand as of the date first
above written.

FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By: /s/ Thomas J. Fryer
------------------------------
Thomas J. Fryer
Vice President

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

By: /s/ Richard M. Reilly
------------------------------

Name: Richard M. Reilly
-----------------------------

Title: Vice President
----------------------------

<PAGE>

Exhibit 1(8)(e)

(RPFI)

FORM OF
SERVICE AGREEMENT

______________, 1997

__________________Insurance Company

Ladies and Gentlemen:

This letter sets forth the agreement ("AGREEMENT") between
_____________________ Company ("YOU" or the "COMPANY") and the undersigned ("WE"
or "RPFI") concerning certain administration services to be provided by you,
with respect to the T. Rowe Price International Series, Inc. (the "FUND").

1. THE FUND. The Fund is a Maryland Corporation registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940 (the "ACT") as an open-end diversified management investment company.
The Fund serves as a funding vehicle for variable annuity contracts and variable
life insurance contracts and, as such, sells its shares to insurance companies
and their separate accounts. With respect to various provisions of the Act, the
SEC requires that owners of variable annuity contracts and variable life
insurance contracts be provided with materials and rights afforded to
shareholders of a publicly-available SEC-registered mutual fund.

2. THE COMPANY. The Company is a [STATE] insurance company. The Company
issues variable annuity and/or variable life insurance contracts (the
"CONTRACTS") supported by certain separate accounts (each a "SEPARATE ACCOUNT"),
as set forth on attached Schedule A, which are registered with the SEC as a unit
investment trust. The Company has entered into a participation agreement (the
"PARTICIPATION AGREEMENT") with the Fund pursuant to which the Company purchases
shares of the Fund for the Separate Account supporting the Company's Contracts.

3. RPFI. RPFI serves as the Fund's investment adviser. RPFI supervises
and assists in the overall management of the Fund's affairs under an Investment
Management Agreement with the Fund, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law. Under the Investment
Management Agreement, RPFI is compensated by the Fund for providing investment
advisory and certain administrative services (either directly or through its
affiliates).

4. ADMINISTRATIVE SERVICES. You have agreed to assist us and/or our
affiliates, as we may request from time to time, with the provision of
administrative services to the Fund, as they may relate to the investment in the
Fund by the Separate Account. It is anticipated that such services may include
(but shall not be limited to): the mailing of Fund reports, notices, proxies and
proxy statements and other informational materials to holders of the Contracts
supported by the Separate Account; the transmission of purchase and redemption
requests to the Fund's transfer agent; the maintenance of separate records for
each holder of the

<PAGE>

_________________ Insurance Company
_____________, 1997
Page Two

Contract reflecting shares purchased and redeemed and share balances; the
preparation of various reports for submission to the Fund Directors; the
provision of advice and recommendations concerning the operation of the series
of the Fund as funding vehicles for the Contracts; the provision of shareholder
support services with respect to the Portfolios serving as funding vehicles for
the Company's Contracts; telephonic support for holders of Contracts with
respect to inquiries about the Fund; and the provision of other administrative
services as shall be mutually agreed upon from time to time.

5. PAYMENT FOR ADMINISTRATIVE SERVICES. In consideration of the services
to be provided by you, we shall pay you on a quarterly basis ("PAYMENTS"), from
our assets, including our BONA FIDE profits as investment adviser to the Fund,
an amount equal to 15 basis points (0.15%) per annum of the average aggregate
net asset value of shares of the Fund held by the Separate Account under the
Participation Agreement, PROVIDED, HOWEVER, that such payments shall only be
payable for each calendar quarter during which the total dollar value of shares
of the Fund purchased pursuant to the Participation Agreement exceeds
$50,000,000. For purposes of computing the payment to the Company contemplated
under this Paragraph 5, the average aggregate net asset value of shares of the
Fund held by the Separate Account over a quarterly period shall be computed by
totaling the Separate Account's aggregate investment (share net asset value
multiplied by total number of shares held by the Separate Account) on each
business day during the calendar quarter, and dividing by the total number of
business days during such quarter. The payment contemplated by this Paragraph 5
shall be calculated by RPFI at the end of each calendar quarter and will be paid
to the Company within 30 business days thereafter.

6. NATURE OF PAYMENTS. The parties to this Agreement recognize and agree
that RPFI's Payments to the Company under this Agreement represent compensation
for administrative services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of the Contracts or of
Fund shares; and further, that these payments are not otherwise related to
investment advisory or distribution services or expenses, or administrative
services which RPFI is required to provide to owners of the Contracts pursuant
to the terms thereof. You represent that you may legally receive the payments
contemplated by this Agreement.

7. TERM. This Agreement shall remain in full force and effect for an
initial term of one year, and shall automatically renew for successive one-year
periods unless either party notifies the other upon 60-days written notice of
its intent not to continue this agreement. This Agreement and all obligations
hereunder shall terminate automatically upon the redemption of the Company's and
the Separate Account's investment in the Fund, or upon termination of the
Participation Agreement.

8. AMENDMENT. This Agreement may be amended only upon mutual agreement
of the parties hereto in writing.

9. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together constitute one
and the same instrument.

<PAGE>

________________ Insurance Company
_____________, 1997
Page Three

If this Agreement is consistent with your understanding of the matters
we discussed concerning your administration services, kindly sign below and
return a signed copy to us.

Very truly yours,

ROWE PRICE-FLEMING
INTERNATIONAL, INC.

By:
-----------------------------------------

Name:
----------------------------------------

Title:
---------------------------------------

Acknowledged and Agreed to:

LIFE INSURANCE COMPANY
- --------------------------

By:
------------------------------

Name:
-----------------------------

Title:
-----------------------------

<PAGE>

EXHIBIT 3

April 2, 1997

Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653

Gentlemen:

In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of this
Post-Effective Amendment to the Registration Statement for the Allmerica
Select Separate Account II on Form S-6 under the Securities Act of 1933 with
respect to the Company's individual flexible premium variable life insurance
policies.

I am of the following opinion:

1. The Allmerica Select Separate Account II 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 Allmerica Select Separate Account II equal to the
reserves and other Policy liabilities of the Policies which are supported
by the Allmerica Select Separate Account II are not chargeable with
liabilities arising out of any other business the Company may conduct.

3. The individual 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 this
Post-Effective Amendment to the Registration Statement of the Allmerica
Select Separate Account II on Form S-6 filed under the Securities Act of
1933.

Very truly yours,

/s/ Sheila B. St. Hilaire

Sheila B. St. Hilaire
Assistant Vice President and Counsel

<PAGE>

EXHIBIT 6

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

April 2, 1997

Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653

Gentlemen:

This opinion is furnished in connection with the filing by Allmerica
Financial Life Insurance and Annuity Company of an amendment to the
Registration Statement on Form S-6 of its flexible premium variable life
insurance policies ("Policies") allocated to the Allmerica Select Separate
Account II under the Securities Act of 1933. The prospectus included in the
amendment to the Registration Statement describes the Policies. I am
familiar with and have provided actuarial advice concerning the preparation
of the amendment to the Registration Statement, including exhibits.

In my professional opinion, the illustration of death benefits and cash
values included in Appendix C of the prospectus, based on the assumptions
stated in the illustrations, are consistent with the provisions of the
Policy. The rate structure of the Policies has not been designed so as to
make the relationship between premiums and benefits, as shown in the
illustrations, appear more favorable to a prospective purchaser of a Policy
for a person age 30 or a person age 45 than to prospective purchasers of
Policies for people at other ages or underwriting classes. I am also of the
opinion that the aggregate fees and charges under the Policy are reasonable
in relation to the services rendered, the expenses expected to be incurred,
and the risks assumed by the Company.

I hereby consent to the use of this opinion as an exhibit to the amendment to
the Registration Statement.

Sincerely,

/s/ William H. Mawdsley
William H. Mawdsley, FSA, MAAA
Vice President and Actuary

<PAGE>

Exhibit 1 (8)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 3 to the Registration Statement on Form S-6 of
our report dated February 3, 1997, relating to the financial statements of
Allmerica Financial Life Insurance and Annuity Company, our report dated
February 5, 1996 relating to the statutory basis financial statements of
Allmerica Financial Life Insurance and Annuity Company, and our report dated
March 26, 1997, relating to the financial statements of the Allmerica Select
Separate Acount II of Allmerica Financial Life Insurance and Annuity Company,
all of which appear 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
April 21, 1997