ALLMERICA SELECT SEP ACCT II OF ALLMERICA FIN LIFE INS CO, 497, 1998-05-07

ALLMERICA SELECT SEP ACCT II OF ALLMERICA FIN LIFE INS CO
497, 1998-05-07

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ALLMERICA SELECT LIFE
(INDIVIDUAL FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICIES)

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

(Certain Funds may not be available in all states):

<TABLE>
<S> <C> <C>
FUND MANAGER
Select Emerging Markets Fund Schroder Capital Management International Inc.
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 T. Rowe Price Associates, Inc.
Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
Select Growth Fund Putnam Investment Management, Inc.
Select Strategic Growth Fund Cambiar Investors, 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. THE FIDELITY VIP HIGH INCOME PORTFOLIO MAY INVEST IN
HIGHER YIELDING, HIGHER RISK, LOWER RATED DEBT SECURITIES (SEE "INVESTMENT
OBJECTIVES AND POLICIES" IN THIS PROSPECTUS). INVESTORS SHOULD RETAIN A COPY OF
THIS PROSPECTUS FOR FUTURE REFERENCE.

THE SECURITIES AND EXCHANGE HAS 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.

CORRESPONDENCE MAY BE MAILED TO
ALLMERICA SELECT, P.O. BOX 8179,
BOSTON, MA 02266-8179

DATED MAY 1, 1998
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
(508) 855-1000
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TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS......................................................................... 4
SUMMARY............................................................................... 7
PERFORMANCE INFORMATION............................................................... 16
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE UNDERLYING FUNDS............ 22
INVESTMENT OBJECTIVES AND POLICIES.................................................... 23
INVESTMENT ADVISORY SERVICES.......................................................... 25
THE POLICY............................................................................ 28
Applying for a Policy............................................................... 28
Free-Look Period.................................................................... 28
Conversion Privilege................................................................ 29
Payments............................................................................ 29
Allocation of Net Payments.......................................................... 30
Transfer Privilege.................................................................. 30
Death Benefit....................................................................... 31
Guaranteed Death Benefit Rider...................................................... 32
Level Option and Adjustable Option.................................................. 33
Change to Level Option or Adjustable Option......................................... 35
Change in Face Amount............................................................... 35
Policy Value........................................................................ 36
Payment Options..................................................................... 38
Optional Insurance Benefits......................................................... 38
Surrender........................................................................... 38
Partial Withdrawal.................................................................. 38
Paid-up Insurance Option............................................................ 39
CHARGES AND DEDUCTIONS................................................................ 39
Payment Expense Charge.............................................................. 40
Monthly Insurance Protection Charges................................................ 40
Charges Against or Reflected in the Assets of the Variable Account.................. 42
Surrender Charge.................................................................... 43
Partial Withdrawal Costs............................................................ 44
Transfer Charges.................................................................... 44
Charge for Change in Face Amount.................................................... 44
Other Administrative Charges........................................................ 45
POLICY LOANS.......................................................................... 45
Preferred Loan Option............................................................... 45
Loan Interest Charged............................................................... 46
Repayment of Outstanding Loan....................................................... 46
Effect of Policy Loans.............................................................. 46
Policies Issued in Connection with TSA Plans........................................ 46
POLICY TERMINATION AND REINSTATEMENT.................................................. 47
Termination......................................................................... 47
Reinstatement....................................................................... 47
</TABLE>

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<TABLE>
<S> <C>
OTHER POLICY PROVISIONS............................................................... 48
Policy Owner........................................................................ 48
Beneficiary......................................................................... 48
Assignment.......................................................................... 48
Limit on Right to Challenge Policy.................................................. 49
Suicide............................................................................. 49
Misstatement of Age or Sex.......................................................... 49
Delay of Payments................................................................... 49
FEDERAL TAX CONSIDERATIONS............................................................ 49
The Company and the Variable Account................................................ 49
Taxation of the Policies............................................................ 50
Policy Loans........................................................................ 50
Policies Issued in Connection with TSA Plans........................................ 50
Modified Endowment Policies......................................................... 51
VOTING RIGHTS......................................................................... 52
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY....................................... 53
DISTRIBUTION.......................................................................... 54
SERVICES.............................................................................. 54
REPORTS............................................................................... 54
LEGAL PROCEEDINGS..................................................................... 55
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS..................................... 55
FURTHER INFORMATION................................................................... 56
MORE INFORMATION ABOUT THE FIXED ACCOUNT.............................................. 56
General Description................................................................. 56
Fixed Account Interest.............................................................. 56
Transfers, Surrenders, Partial Withdrawals and Policy Loans......................... 56
INDEPENDENT ACCOUNTANTS............................................................... 57
FINANCIAL STATEMENTS.................................................................. 57
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE..................................... A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS............................................. B-1
APPENDIX C -- PAYMENT OPTIONS......................................................... C-1
APPENDIX D -- ILLUSTRATIONS........................................................... D-1
APPENDIX E -- COMPUTING MAXIMUM SURRENDER CHARGES..................................... E-1
</TABLE>

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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" and "the Company" 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. The net death benefit is the policy
value less any outstanding loan, unless the Guaranteed Death Benefit Rider is in
effect. If the Guaranteed Death Benefit Rider is in effect, the death benefit is
the greater of:

- the Face Amount as of the Final Payment Date; or

- the Policy Value as of the date due proof of death is received by the
Company.

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: Select Emerging Markets Fund, Select International Equity
Fund, Select Aggressive Growth Fund, Select Capital Appreciation Fund, Select
Value Opportunity Fund, Select Growth Fund, Select Strategic 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

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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.

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 generally is:

- The policy value MINUS

- Any outstanding loan

If the Guaranteed Death Benefit Rider is in effect, after the Final Payment
Date, the death benefit is the greater of:

- the Face Amount as of the Final Payment Date; or

- the Policy Value as of the date due proof of death is received by the
Company.

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.

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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.

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.

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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

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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.

An optional Guaranteed Death Benefit Rider is available ONLY AT ISSUE OF THE
POLICY. (The Guaranteed Death Benefit Rider may not be available in all states).
If this Rider is in effect, the Company:

- guarantees that your Policy will not lapse regardless of the investment
performance of the Variable Account; and

- provides a guaranteed net death benefit.

In order to maintain the Guaranteed Death Benefit Rider, certain minimum premium
payment tests must be met on each policy anniversary and within 48 months
following the Date of Issue and/or the date of any increase in Face Amount, as
described below. In addition, a one-time administrative charge of $25 will be
deducted from Policy Value when the Rider is elected. Certain transactions,
including policy loans, partial withdrawals, and changes in Sum Insured Options,
can result in the termination of the Rider. IF THIS RIDER IS TERMINATED, IT
CANNOT BE REINSTATED. FOR MORE INFORMATION, SEE "GUARANTEED DEATH BENEFIT
RIDER."

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 fourteen funds:

Select Emerging Markets Fund
Managed by Schroder Capital Management International Inc.

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Select International Equity Fund
Managed by Bank of Ireland Asset Management (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 T. Rowe Price Associates, Inc.

Select Value Opportunity Fund
Managed by Cramer Rosenthal McGlynn, LLC

Select Growth Fund
Managed by Putnam Investment Management, Inc.

Select Strategic Growth Fund
Managed by Cambiar Investors, 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.

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
the Company.

WHO ARE THE INVESTMENT ADVISERS AND HOW ARE THEY SELECTED?

BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a pension consulting firm,
assists the Company in the selection of the Policy's Funds. In addition, BARRA
RogersCasey assists the Trust in the selection of

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investment advisers for the Funds of the Trust. BARRA RogersCasey provides
consulting services to pension plans representing hundreds of billions of
dollars in total assets and, in its consulting capacity, monitors the investment
performance of over 1000 investment advisers. BARRA RogersCasey is
wholly-controlled by BARRA, Inc. As a consultant, BARRA RogersCasey has no
decision-making authority with respect to the Funds, and is not responsible for
any advice provided by Allmerica Financial Investment Management Services, Inc.
("AFIMS") or the investment advisers.

AFIMS, an affiliate of the Company, is the investment manager of the Trust.
AFIMS has entered into agreements with investment advisers ("Sub-Advisers")
selected by AFIMS and the Trustees in consultation with BARRA RogersCasey. 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 BARRA 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 Funds of the Trust, or the addition or deletion of Funds. The committee
includes members who may be affiliated or unaffiliated with the Company and the
Trust. 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 $30 billion under management in its offices in Baltimore, London,
Tokyo, Hong Kong, Singapore and Buenos Aires.

The following are the investment advisers of the Funds:

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISER
- -------------------------------- ------------------------------------------------
<S> <C>
Select Emerging Markets Fund Schroder Capital Management International Inc.
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 T. Rowe Price Associates, Inc.
Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
Select Growth Fund Putnam Investment Management, Inc.
Select Strategic Growth Fund Cambiar Investors, 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>

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.

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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.

A request for a preferred loan or partial withdrawal after the Final Payment
Date or the foreclosure of an outstanding loan will terminate a Guaranteed Death
Benefit Rider. See "GUARANTEED DEATH BENEFIT RIDER."

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

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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.

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.

CHARGE FOR OPTIONAL GUARANTEED DEATH BENEFIT RIDER--A one time
administrative charge of $25 will be deducted from Policy Value
when the Rider is elected.

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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

- 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.

WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?

The following table shows the expenses of the Funds for 1997. For more
information concerning fees and expenses, see the prospectuses of the Funds.

13
<PAGE>
CHARGES OF THE UNDERLYING FUNDS -- In addition to the charges described above,
certain fees and expenses are deducted from the assets of the Underlying Funds.
The levels of fees and expenses vary among the Underlying Funds. The following
table shows the expenses of the Underlying Funds for 1997. For more information
concerning fees and expenses, see the prospectuses of the Underlying Funds.

<TABLE>
<CAPTION>
TOTAL FUND
EXPENSES
MANAGEMENT FEE (AFTER ANY
(AFTER ANY OTHER FUND APPLICABLE
UNDERLYING FUND VOLUNTARY WAIVER) EXPENSES REIMBURSEMENTS)
- --------------------------------------------------------- ----------------------- --------------- ---------------------
<S> <C> <C> <C>
Select Emerging Markets Fund @........................... 1.35% 0.65% 2.00%(1)
Select International Equity Fund......................... 0.92%* 0.20% 1.12%(1)(3)
T. Rowe Price International Stock Portfolio.............. 1.05% 0.00% 1.05%
Select Aggressive Growth Fund............................ 0.89%* 0.09% 0.98%(1)(3)
Select Capital Appreciation Fund......................... 0.95%* 0.15% 1.10%(1)
Select Value Opportunity Fund............................ 0.90%** 0.14% 1.04%(1)(3)
Select Growth Fund....................................... 0.85% 0.08% 0.93%(1)(3)
Select Strategic Growth Fund @........................... 0.85% 0.13% 0.98%(1)
Fidelity VIP Growth Portfolio............................ 0.60% 0.09% 0.69%(2)
Select Growth and Income Fund............................ 0.70%* 0.07% 0.77%(1)(3)
Fidelity VIP Equity-Income Portfolio..................... 0.50% 0.08% 0.58%(2)
Fidelity VIP High Income Portfolio....................... 0.59% 0.12% 0.71%
Select Income Fund....................................... 0.58%* 0.13% 0.71%(1)
Money Market Fund........................................ 0.27% 0.08% 0.35%(1)
</TABLE>

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

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

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

(1) Until further notice, AFIMS has declared a voluntary expense limitation of
1.35% of average net assets for the Select Aggressive Growth Fund and Select
Capital Appreciation Fund, 1.50% for the Select International Equity Fund,
1.25% for the Select Value Opportunity Fund, 1.20% for the Select Growth
Fund, 1.10% for the Select Growth and Income, 1.00% for the Select Income
Fund, and 0.60% for the Money Market Fund. The total operating expenses of
these Funds of the Trust were less than their respective expense limitations
throughout 1997.

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

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

14
<PAGE>
(2) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian and transfer agent whereby interest earned
on uninvested cash balances was used to reduce custodian and transfer agent
expenses. Including these reductions, the total operating expenses presented
in the table would have been 0.57% for Fidelity VIP Equity-Income Portfolio,
and 0.67% for Fidelity VIP Growth Portfolio.

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

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. If the Guaranteed Death
Benefit Rider is in effect, the Policy will not lapse regardless of the
investment performance of the Variable Account. For more information, see
"Guaranteed Death Benefit Rider."

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

15
<PAGE>
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 (or within seven years of a
material change in the Policy) 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 the Company.

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 Sub-Accounts have been in existence (Tables IA and IB),
and based on the periods that the Underlying Funds have been in existence
(Tables IIA and IIB). The results for any period prior to the Policies being
offered will be calculated as if the Policies had been offered during that
period of time, with all charges assumed to be those applicable to the
Sub-Accounts 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.

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

16
<PAGE>
- 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.

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

In each table below, "One-Year Total Return" refers to the total of the income
generated by a sub-account, based on certain charges and assumptions as
described in the respective tables, for the one-year period ended December 31,
1997. "Average Annual Total Return" is based on the same charges and
assumptions, but reflects the hypothetical annually compounded return that would
have produced the same cumulative return if the Sub-Account's performance had
been constant over the entire period. Because average annual total returns tend
to smooth out variations in annual performance return, they are not the same as
actual year-by-year results.

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

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

<TABLE>
<CAPTION>
10 YEARS
OR LIFE
ONE-YEAR OF
TOTAL 5 SUB-ACCOUNT
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select International Equity Fund -100.00% N/A -19.41%
T. Rowe Price International Stock Portfolio -100.00% N/A -34.66%
Select Aggressive Growth Fund -98.19% N/A -9.12%
Select Capital Appreciation Fund -100.00% N/A -9.80%
Select Value Opportunity Fund N/A N/A N/A
Select Growth Fund -84.61% N/A -3.95%
Select Strategic Growth Fund N/A N/A N/A
Fidelity VIP Growth Portfolio -93.97% N/A -8.77%
Select Growth and Income Fund -94.82% N/A -7.93%
Fidelity VIP Equity-Income Portfolio -89.88% N/A -8.93%
Fidelity VIP High Income Portfolio -99.10% N/A -17.92%
Select Income Fund -100.00% N/A -26.87%
Money Market Fund -100.00% N/A -30.76%
</TABLE>

The inception dates for the Sub-Accounts are: 5/1/95 for Money Market, for
Select Aggressive Growth, for Select Growth, for Select Growth and Income, for
Select Income, for Select Value Opportunity, for Select International Equity,
for the Select Capital Appreciation, for Fidelity VIP Equity-Income, for
Fidelity VIP Growth and for Fidelity VIP High Income; and 8/23/95 for the T.
Rowe Price International Stock. The Select Emerging Markets Fund and the Select
Strategic Growth Fund commenced operations in February 1998.

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

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

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The performance information is net of total
Underlying Fund expenses, all Sub-Account charges, and premium tax and expense
charges. THE DATA DOES NOT REFLECT MONTHLY CHARGES UNDER THE POLICY OR SURRENDER
CHARGES. It is assumed that an annual premium payment of $3,000 (approximately
one Guideline Annual Premium) was made at the beginning of each Policy year and
that ALL premiums were allocated to EACH Sub-Account individually.

<TABLE>
<CAPTION>
10 YEARS
OR LIFE
ONE-YEAR OF
TOTAL 5 SUB-ACCOUNT
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select International Equity Fund 3.81% N/A 13.81%
T. Rowe Price International Stock Portfolio 2.27% N/A 7.78%
Select Aggressive Growth Fund 17.76% N/A 22.45%
Select Capital Appreciation Fund 13.37% N/A 21.87%
Select Value Opportunity Fund N/A N/A N/A
Select Growth Fund 33.00% N/A 26.90%
Select Strategic Growth Fund N/A N/A N/A
Fidelity VIP Growth Portfolio 22.50% N/A 22.75%
Select Growth and Income Fund 21.54% N/A 23.47%
Fidelity VIP Equity-Income Portfolio 27.09% N/A 22.61%
Fidelity VIP High Income Portfolio 16.73% N/A 15.04%
Select Income Fund 8.30% N/A 7.74%
Money Market Fund 4.63% N/A 4.64%
</TABLE>

The inception dates for the Sub-Accounts are: 5/1/95 for Money Market, for
Select Aggressive Growth, for Select Growth, for Select Growth and Income, for
Select Income, for Select Value Opportunity, for Select International Equity,
for the Select Capital Appreciation, for Fidelity VIP Equity-Income, for
Fidelity VIP Growth, and for Fidelity VIP High Income; and 8/23/95 for the T.
Rowe Price International Stock. The Select Emerging Markets Fund and the Select
Strategic Growth Fund commenced operations in February 1998.

19
<PAGE>
TABLE II(A):
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE UNDERLYING FUNDS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY

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

<TABLE>
<CAPTION>
10 YEARS
ONE-YEAR OR LIFE
TOTAL 5 OF FUND
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select International Equity Fund -100.00% N/A -8.86%
T. Rowe Price International Stock Portfolio -100.00% N/A -11.58%
Select Aggressive Growth Fund -98.19% 5.55% 9.48%
Select Capital Appreciation Fund -100.00% N/A -9.57%
Select Value Opportunity Fund -92.77% N/A 4.17%
Select Growth Fund -84.61% 3.75% 6.04%
Select Strategic Growth Fund N/A N/A N/A
Fidelity VIP Growth Portfolio -93.97% 6.85% 12.49%
Select Growth and Income Fund -94.82% 5.31% 4.93%
Fidelity VIP Equity-Income Portfolio -89.88% 9.20% 12.00%
Fidelity VIP High Income Portfolio -99.10% 2.39% 7.96%
Select Income Fund -100.00% -5.48% -4.82%
Money Market Fund -100.00% -7.92% 0.60%
</TABLE>

The inception dates for the Underlying Funds are: 4/29/85 for Money Market;
8/21/92 for Select Aggressive Growth, Select Growth, Select Growth and Income,
and Select Income; 4/30/93 for Select Value Opportunity; 5/02/94 for Select
International Equity; 4/28/95 for the Select Capital Appreciation; 10/09/86 for
Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/19/85 for Fidelity VIP
High Income and 3/31/94 for the T. Rowe Price International Stock. The Select
Emerging Markets Fund and Select Strategic Growth Fund commenced operations in
February, 1998.

20
<PAGE>
TABLE II(B)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE UNDERLYING FUNDS
EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the
Underlying Funds have been in existence. The performance information is net of
total Underlying Fund expenses, all Sub-Account charges, and premium tax and
expense charges. THE DATA DOES NOT REFLECT MONTHLY CHARGES UNDER THE POLICY OR
SURRENDER CHARGES. It is assumed that an annual premium payment of $3,000
(approximately one Guideline Annual Premium) was made at the beginning of each
Policy year and that ALL premiums were allocated to EACH Sub-Account
individually.

<TABLE>
<CAPTION>
10 YEARS
ONE-YEAR OR LIFE
TOTAL 5 OF FUND
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select International Equity Fund 3.81% N/A 10.25%
T. Rowe Price International Stock Portfolio 2.27% N/A 7.20%
Select Aggressive Growth Fund 17.76% 15.86% 18.61%
Select Capital Appreciation Fund 13.37% N/A 21.90%
Select Value Opportunity Fund 23.85% N/A 15.99%
Select Growth Fund 33.00% 14.23% 15.44%
Select Strategic Growth Fund N/A N/A N/A
Fidelity VIP Growth Portfolio 22.50% 17.05% 16.25%
Select Growth and Income Fund 21.54% 15.64% 14.43%
Fidelity VIP Equity-Income Portfolio 27.09% 19.20% 15.78%
Fidelity VIP High Income Portfolio 16.73% 13.00% 11.91%
Select Income Fund 8.30% 6.00% 5.66%
Money Market Fund 4.63% 3.87% 4.95%
</TABLE>

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

THE COMPANY

The Company is a life insurance company organized under the laws of Delaware in
1974. As of December 31, 1997, the Company had over $9.4 billion in assets. 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 Company is a charter member of the Insurance Marketplace Standards
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.

THE VARIABLE ACCOUNT

The variable account is a separate investment account with fourteen
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 the
Company. 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 the Company and affiliated insurance companies.
Shares of the Trust are not offered to the public but solely to the separate
accounts. Ten different investment portfolios of the Trust are available under
the Policies, each issuing a series of shares: the Select Emerging Markets Fund,
Select International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Value Opportunity Fund, Select Growth Fund, Select
Strategic Growth Fund, Select Growth and Income Fund, Select Income Fund and
Money Market Fund. The assets of each fund

22
<PAGE>
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.

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

FIDELITY VIP

Fidelity 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.

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. T. Rowe Price Associates, Inc.,
an affiliate of Price-Fleming, serves as sub-adviser to the Select Capital
Appreciation Fund of the Trust.

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 EMERGING MARKETS FUND -- seeks long-term growth of capital by investing
in the world's emerging markets. The Sub-Adviser for the Select Emerging Markets
Fund is Schroder Capital Management International Inc.

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 (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. The Manager of the Portfolio is Rowe Price-Fleming International,
Inc.

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

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<PAGE>
services, and which operate in a favorable competitive environment and
regulatory climate. The Sub-Adviser for the Select Capital Appreciation Fund is
T. Rowe Price Associates, Inc.

SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital by investing
primarily in a diversified portfolio of common stocks of small and mid-size
companies, whose securities at the time of purchase are considered by the
Sub-Adviser to be undervalued. The Sub-Adviser for the Select Value Opportunity
Fund is Cramer Rosenthal McGlynn, LLC.

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.

SELECT STRATEGIC GROWTH FUND -- seeks long-term growth of capital by investing
primarily in common stocks of established companies. The Sub-Adviser for the
Select Strategic Growth Fund is Cambiar Investors, 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.

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

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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 AFIMS , an
indirectly wholly owned subsidiary of First Allmerica. AFIMS, subject to Trustee
review, is responsible for the daily affairs of the Trust and the general
management of the funds. AFIMS 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 AFIMS.

The Trust bears all expenses incurred in its operation, other than the expenses
AFIMS 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 AFIMS

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

Under the management agreement with the Trust, AFIMS has entered into agreements
with investment advisers ("Sub-Advisers") selected by AFIMS and Trustees in
consultation with BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a pension
consulting firm. The cost of such consultation services is borne by AFIMS. As a
consultant, BARRA RogersCasey has no decision-making authority with respect to
the Funds, and is not responsible for any advice provided by AFIMS or the
Sub-Advisers.

Under each Sub-Adviser agreement, the Sub-Adviser is authorized to engage in
portfolio transactions on behalf of the 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.
The Sub-Advisers (other than Allmerica Asset Management, Inc.) are not
affiliated with the Company or the Trust.

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For providing its services under the management agreement, AFIMS receives a fee,
computed daily at an annual rate based on the average daily net asset value of
each fund as follows:

<TABLE>
<S> <C> <C>
Select Emerging Markets Fund * 1.35%

Select International Equity First $100 million
Fund 1.00%
Next $150 million 0.90%
Over $250 million 0.85%

Select Aggressive Growth Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%

Select Capital Appreciation First $100 million
Fund 1.00%
Next $150 million 0.90%
Over $250 million 0.85%

Select Value Opportunity Fund First $100 million 1.00%
Next $150 million 0.85%
Next $250 million 0.80%
Next $250 million 0.75%
Over $750 million 0.70%

Select Growth Fund * 0.85%

Select Strategic Growth Fund * 0.85%

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

Select Income Fund First $50 million 0.60%
Next $50 million 0.55%
Over $100 million 0.45%

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

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

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

AFIMS 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 FIDELITY 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.

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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.

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.

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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

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 the Company. 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. If the Guaranteed Death Benefit Rider is in
effect, there are certain minimum payment requirements.

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.

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<PAGE>
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 enrollment form. The
policy of the Company 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, the Company
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.)

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<PAGE>
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 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."

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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, if the Guaranteed Death Benefit Rider is not in
effect, 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.

GUARANTEED DEATH BENEFIT RIDER (NOT AVAILABLE IN ALL STATES)

An optional Guaranteed Death Benefit Rider is available ONLY AT ISSUE OF THE
POLICY. If this Rider is in effect, the Company:

- guarantees that your Policy will not lapse regardless of the investment
performance of the Variable Account and

- provides a guaranteed net death benefit.

In order to maintain the Guaranteed Death Benefit Rider, certain minimum premium
payment tests must be met on each Policy anniversary and within 48 months
following the Date of Issue and/or the date of any increase in Face Amount, as
described below. In addition, a one-time administrative charge of $25 will be
deducted from Policy Value when the Rider is elected. Certain transactions,
including policy loans, partial withdrawals, and changes in Sum Insured Options,
can result in the termination of the Rider. IF THIS RIDER IS TERMINATED, IT
CANNOT BE REINSTATED.

GUARANTEED DEATH BENEFIT TESTS

While the Guaranteed Death Benefit Rider is in effect, the Policy will not lapse
if the following two tests are met:

1. Within 48 months following the Date of Issue of the Policy or of any
increase in the Face Amount, the sum of the premiums paid, less any Debt,
partial withdrawals and withdrawal charges, must be greater than the minimum
monthly payment multiplied by the number of months which have elapsed since
the relevant Date of Issue; and

2. On each Policy anniversary, (a) must exceed (b), where, since the Date of
Issue:

(a) is the sum of your premiums, less any withdrawals, partial withdrawal
charges and Debt which is classified as a preferred loan; and

(b) is the sum of the minimum Guaranteed Death Benefit premiums, as shown on
the specifications page of the Policy.

GUARANTEED DEATH BENEFIT

If the Guaranteed Death Benefit Rider is in effect on the Final Premium Payment
Date, a guaranteed Death Benefit will be provided as long as the Rider is in
force. The Death Benefit will be the greater of:

- the Face Amount as of the Final Premium Payment Date; or

- the Policy Value as of the date due proof of death is received by the
Company.

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TERMINATION OF THE GUARANTEED DEATH BENEFIT RIDER

The Guaranteed Death Benefit Rider will end and may not be reinstated on the
first to occur of the following:

- foreclosure of an outstanding loan; or

- the date on which the sum of your payments does not meet or exceed the
applicable Guaranteed Death Benefit test (above); or

- any Policy change that results in a negative guideline level premium; or

- the effective date of a change from the Adjustable Death Benefit Option to
the Level Death Benefit Option, if such changes occur within 5 policy
years of the Final Payment Date; or

- a request for a partial withdrawal or preferred loan is made after the
Final Premium Payment Date.

It is possible that the Policy Value will not be sufficient to keep the Policy
in force on the first Monthly Payment Date following the date the Rider
terminates.

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.

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

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<PAGE>
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.

A change from the Adjustable Death Benefit option to the Level Benefit option
within five policy years of the Final Payment Date will terminate a Guaranteed
Death Benefit Rider.

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

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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.

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

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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

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.

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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 the Company. 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 INSURANCE BENEFITS." The cost of certain 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."

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."

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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."

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); directors of First Allmerica and its
affiliates and subsidiaries; 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.

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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

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.

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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

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<PAGE>
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 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.

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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."

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

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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.

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.

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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.

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. A request for a preferred loan after
the Final Payment Date will terminate the optional Guaranteed Death Benefit
Rider.

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%.

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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 payment within 62
days after this notice is mailed, the Policy will terminate with no value. See
"POLICY TERMINATION AND REINSTATEMENT." The foreclosure of an outstanding loan
will terminate the optional Guaranteed Death Benefit Rider.

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.

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<PAGE>
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

Unless the Guaranteed Death Benefit Rider is in effect, 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.

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.

If the optional Guaranteed Death Benefit Rider is in effect, the Policy will not
lapse regardless of the investment performance of the Variable Account. See
"Guaranteed Death Benefit Rider."

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

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<PAGE>
- 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.

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.

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<PAGE>
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.

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.

THE COMPANY AND THE VARIABLE ACCOUNT

The Company 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

49
<PAGE>
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, the Company 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.

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 Policy Owner for federal income tax purposes. Under
current law, these loans will not constitute income for the Policy Owner 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.

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<PAGE>
A Policy issued in connection with a TSA Plan will be endorsed to reflect the
restrictions under Section 403(b) of the Code. The Policy Owner 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 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 (or within seven years of a
material change in the Policy) 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.

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<PAGE>
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.

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<PAGE>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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

53
<PAGE>
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 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

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<PAGE>
- 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. The Company is not involved in any litigation that is materially
important to its total assets.

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 the Company 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. The Company, 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.
The Company 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

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<PAGE>
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.

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.

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<PAGE>
INDEPENDENT ACCOUNTANTS

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

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

FINANCIAL STATEMENTS

Financial Statements for the Company and for the Variable Account are included
in this Prospectus, starting on the next page. The financial statements of the
Company 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.

57
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY

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

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

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

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP

Boston, Massachusetts

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF INCOME

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

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

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED BALANCE SHEETS

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

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

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

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

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

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

(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

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

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

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

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

B. VALUATION OF INVESTMENTS

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

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

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

Policy loans are carried principally at unpaid principal balances.

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

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

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

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

C. FINANCIAL INSTRUMENTS

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

D. CASH AND CASH EQUIVALENTS

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

E. DEFERRED POLICY ACQUISITION COSTS

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

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

F. SEPARATE ACCOUNTS

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

G. POLICY LIABILITIES AND ACCRUALS

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

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

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

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

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

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

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

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

H. PREMIUM AND FEE REVENUE AND RELATED EXPENSES

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

I. FEDERAL INCOME TAXES

AFC, its life insurance subsidiaries, FAFLIC and AFLIAC, and its non-life
insurance domestic subsidiaries file a life-nonlife consolidated United States
Federal income tax return. Entities included within the consolidated group are
segregated into either a life insurance or non-life insurance company subgroup.
The consolidation of these subgroups is subject to certain statutory
restrictions on the percentage of eligible non-life insurance company taxable
operating losses that can be applied to offset life insurance company taxable
income. Allmerica P&C and its subsidiaries will be included in the AFC
consolidated return as part of the

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

non-life insurance company subgroup for the period July 17, 1997 through
December 31, 1997. For the period January 1, 1997 through July 16, 1997,
Allmerica P&C and its subsidiaries will file a separate consolidated United
States Federal income tax return.

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

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

J. NEW ACCOUNTING PRONOUNCEMENTS

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

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

2. SIGNIFICANT TRANSACTIONS

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

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

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

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

3. INVESTMENTS

A. SUMMARY OF INVESTMENTS

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

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

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

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

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

In connection with AFLIAC's voluntary withdrawal of its license in New York,
AFLIAC agreed with the New York Department of Insurance to maintain, through a
custodial account in New York, a security deposit, the market value of which
will at all times equal 102% of all outstanding liabilities of AFLIAC for New
York policyholders, claimants and creditors. At December 31, 1997, the amortized
cost and market value of these assets on deposit were $276.8 million and $291.7
million, respectively. At December 31, 1996, the amortized cost and market value
of these assets on deposit were $284.9 million and $292.2 million, respectively.
In addition, fixed maturities, excluding those securities on deposit in New
York, with an amortized cost of $4.2 million were on deposit with various state
and governmental authorities at December 31, 1997 and 1996.

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

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

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

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

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

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

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

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

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

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

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

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

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

B. MORTGAGE LOANS AND REAL ESTATE

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

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

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

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

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

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

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

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

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

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

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

C. INVESTMENT VALUATION ALLOWANCES

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

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

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

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

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

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

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

D. OTHER

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

4. INVESTMENT INCOME AND GAINS AND LOSSES

A. NET INVESTMENT INCOME

The components of net investment income were as follows:

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

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

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

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

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

B. REALIZED INVESTMENT GAINS AND LOSSES

Realized gains (losses) on investments were as follows:

5. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

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

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

CASH AND CASH EQUIVALENTS

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

FIXED MATURITIES

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

EQUITY SECURITIES

MORTGAGE LOANS

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

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

REINSURANCE RECEIVABLES

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

POLICY LOANS

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

INVESTMENT CONTRACTS (WITHOUT MORTALITY FEATURES)

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

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

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

6. DEBT

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

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

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

7. FEDERAL INCOME TAXES

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

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

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

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

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

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

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

8. RELATED PARTY TRANSACTIONS

The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $124.1 million and $112.4 million in 1997 and 1996. The
net amounts payable to FAFLIC and affiliates for accrued expenses and various
other liabilities and receivables were $15.0 million and $13.3 million at
December 31, 1997 and 1996.

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

9. DIVIDEND RESTRICTIONS

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

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

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

10. REINSURANCE

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

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

The effects of reinsurance were as follows:

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

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

11. DEFERRED POLICY ACQUISITION EXPENSES

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

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

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

12. LIABILITIES FOR INDIVIDUAL ACCIDENT AND HEALTH BENEFITS

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

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

13. CONTINGENCIES

REGULATORY AND INDUSTRY DEVELOPMENTS

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

LITIGATION

In July 1997, a lawsuit was instituted in Louisiana against Allmerica Financial
Corp. and certain of its subsidiaries by individual plaintiffs alleging fraud,
unfair or deceptive acts, breach of contract, misrepresentation and related
claims in the sale of life insurance policies. In October 1997, plaintiffs
voluntarily dismissed the Louisiana suit and refiled the action in Federal
District Court in Worcester, Massachusetts. The plaintiffs

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

seek to be certified as a class. The case is in the early stages of discovery
and the Company is evaluating the claims. Although the Company believes it has
meritorious defenses to plaintiffs' claims, there can be no assurance that the
claims will be resolved on a basis which is satisfactory to the Company.

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

YEAR 2000

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

14. STATUTORY FINANCIAL INFORMATION

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

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

F-19
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and Policyowners of the 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,
Fidelity VIP High Income, Fidelity VIP Equity-Income, Fidelity VIP Growth, and
T. Rowe Price International Stock) constituting Allmerica Select Separate
Account II of Allmerica Financial Life Insurance and Annuity Company at December
31, 1997, the results of each of their operations and the changes in each of
their net assets for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of Allmerica Financial Life Insurance and Annuity Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of investments at December 31, 1997 by correspondence with the
Funds, provide a reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP

Boston, Massachusetts

March 25, 1998
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
<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:
Investments in shares of Allmerica
Investment Trust.......................... $2,639,594 $4,600,140 $4,006,492 $4,259,274 $1,544,600 $ 3,629,102
Investments in shares of Fidelity Variable
Insurance Products
Fund (VIP)................................ -- -- -- -- -- --
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -------------
Total assets.............................. 2,639,594 4,600,140 4,006,492 4,259,274 1,544,600 3,629,102

LIABILITIES:
Payable to Allmerica Financial Life
Insurance and Annuity Company............. 58,536 -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -------------
Net assets................................ $2,581,058 $4,600,140 $4,006,492 $4,259,274 $1,544,600 $ 3,629,102
---------- ---------- ---------- ---------- ---------- -------------
---------- ---------- ---------- ---------- ---------- -------------
Net asset distribution by category:
Variable life policies.................... $2,581,058 $4,600,140 $4,006,492 $4,259,274 $1,544,600 $ 3,629,102
---------- ---------- ---------- ---------- ---------- -------------
---------- ---------- ---------- ---------- ---------- -------------
Units outstanding, December 31, 1997...... 2,286,565 2,679,164 2,121,174 2,426,270 1,265,717 2,569,520
Net asset value per unit, December 31,
1997.................................... $ 1.128793 $1.717006 $ 1.888809 $1.755482 $ 1.220336 $ 1.412366

<CAPTION>
SELECT FIDELITY FIDELITY FIDELITY T. ROWE PRICE
CAPITAL VIP VIP VIP INTERNATIONAL
APPRECIATION HIGH INCOME EQUITY-INCOME GROWTH STOCK
------------ ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments in shares of Allmerica
Investment Trust.......................... $ 2,798,827 $ -- $ -- $ -- $ --
Investments in shares of Fidelity Variable
Insurance Products
Fund (VIP)................................ -- 1,942,293 3,301,606 2,850,448 --
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- 2,314,555
------------ ----------- ------------- ---------- -------------
Total assets.............................. 2,798,827 1,942,293 3,301,606 2,850,448 2,314,555
LIABILITIES:
Payable to Allmerica Financial Life
Insurance and Annuity Company............. -- -- -- -- --
------------ ----------- ------------- ---------- -------------
Net assets................................ $ 2,798,827 $1,942,293 $ 3,301,606 $2,850,448 $ 2,314,555
------------ ----------- ------------- ---------- -------------
------------ ----------- ------------- ---------- -------------
Net asset distribution by category:
Variable life policies.................... $ 2,798,827 $1,942,293 $ 3,301,606 $2,850,448 $ 2,314,555
------------ ----------- ------------- ---------- -------------
------------ ----------- ------------- ---------- -------------
Units outstanding, December 31, 1997...... 1,650,758 1,336,337 1,916,237 1,649,301 1,940,003
Net asset value per unit, December 31,
1997.................................... $ 1.695480 $ 1.453445 $ 1.722961 $ 1.728276 $ 1.193068
</TABLE>

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

SA-1
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
MONEY MARKET SELECT AGGRESSIVE GROWTH
FOR THE FOR THE
YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, PERIOD DECEMBER 31, FOR THE
------------------- 5/1/95* -------------------- PERIOD 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
--------- -------- ----------- --------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 146,135 $ 42,306 $3,310 $ -- $ -- $ --
--------- -------- ----------- --------- --------- -----

EXPENSES:
Mortality and expense risk
fees.................... 17,744 5,083 543 18,928 4,965 104
Administrative expense
fees.................... 4,163 1,192 125 4,440 1,165 24
--------- -------- ----------- --------- --------- -----
Total expenses.......... 21,907 6,275 668 23,368 6,130 128
--------- -------- ----------- --------- --------- -----

Net investment income
(loss).................. 124,228 36,031 2,642 (23,368) (6,130) (128)
--------- -------- ----------- --------- --------- -----
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- -- -- 342,572 90,988 --
Net realized gain (loss)
from sales of
investments............. -- -- -- (801) 13,851 4
--------- -------- ----------- --------- --------- -----
Net realized gain
(loss)................ -- -- -- 341,771 104,839 4
Net unrealized gain
(loss).................. -- -- -- 72,690 26,999 417
--------- -------- ----------- --------- --------- -----

Net realized and
unrealized gain
(loss)................ -- -- -- 414,461 131,838 421
--------- -------- ----------- --------- --------- -----
Net increase (decrease)
in net assets from
operations............ $ 124,228 $ 36,031 $2,642 $ 391,093 $ 125,708 $ 293
--------- -------- ----------- --------- --------- -----
--------- -------- ----------- --------- --------- -----

<CAPTION>
SELECT GROWTH SELECT GROWTH AND INCOME
FOR THE FOR THE
YEAR ENDED YEAR ENDED
DECEMBER 31, FOR THE DECEMBER 31, FOR THE
-------------------- PERIOD 5/1/95* -------------------- PERIOD 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
--------- --------- -------------- --------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 11,566 $ 3,276 $ 14 $ 38,447 $ 8,758 $ 571
--------- --------- ----- --------- --------- -------
EXPENSES:
Mortality and expense risk
fees.................... 15,735 3,176 38 17,679 3,438 115
Administrative expense
fees.................... 3,691 745 9 4,146 807 27
--------- --------- ----- --------- --------- -------
Total expenses.......... 19,426 3,921 47 21,825 4,245 142
--------- --------- ----- --------- --------- -------
Net investment income
(loss).................. (7,860) (645) (33) 16,622 4,513 429
--------- --------- ----- --------- --------- -------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 199,778 157,037 -- 351,176 77,803 5,516
Net realized gain (loss)
from sales of
investments............. 19,841 13,278 11 18,494 886 783
--------- --------- ----- --------- --------- -------
Net realized gain
(loss)................ 219,619 170,315 11 369,670 78,689 6,299
Net unrealized gain
(loss).................. 405,886 (87,178) (892) 87,946 24,966 (1,200)
--------- --------- ----- --------- --------- -------
Net realized and
unrealized gain
(loss)................ 625,505 83,137 (881) 457,616 103,655 5,099
--------- --------- ----- --------- --------- -------
Net increase (decrease)
in net assets from
operations............ $ 617,645 $ 82,492 $(914) $ 474,238 $ 108,168 $5,528
--------- --------- ----- --------- --------- -------
--------- --------- ----- --------- --------- -------
</TABLE>

* Date of initial investment.

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

SA-2
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
SELECT INCOME SELECT INTERNATIONAL EQUITY
FOR THE FOR THE
YEAR ENDED FOR THE YEAR ENDED FOR THE
DECEMBER 31, PERIOD DECEMBER 31, PERIOD
------------------ 5/1/95* -------------------- 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
-------- -------- ------------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 71,740 $ 27,253 $1,445 $ 79,369 $ 23,190 $ 480
-------- -------- ------ --------- --------- ------

EXPENSES:
Mortality and expense risk
fees.................... 7,062 2,513 63 15,789 3,547 67
Administrative expense
fees.................... 1,657 589 15 3,704 832 15
-------- -------- ------ --------- --------- ------
Total expenses.......... 8,719 3,102 78 19,493 4,379 82
-------- -------- ------ --------- --------- ------

Net investment income
(loss).................. 63,021 24,151 1,367 59,876 18,811 398
-------- -------- ------ --------- --------- ------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- -- -- 111,310 2,758 141
Net realized gain (loss)
from sales of
investments............. 2,433 (472) 140 16,112 654 537
-------- -------- ------ --------- --------- ------
Net realized gain
(loss)................ 2,433 (472) 140 127,422 3,412 678
Net unrealized gain
(loss).................. 28,919 (4,696) 187 (153,589) 116,537 533
-------- -------- ------ --------- --------- ------

Net realized and
unrealized gain
(loss)................ 31,352 (5,168) 327 (26,167) 119,949 1,211
-------- -------- ------ --------- --------- ------
Net increase (decrease)
in net assets from
operations............ $ 94,373 $ 18,983 $1,694 $ 33,709 $ 138,760 $1,609
-------- -------- ------ --------- --------- ------
-------- -------- ------ --------- --------- ------

<CAPTION>
SELECT CAPITAL APPRECIATION FIDELITY VIP HIGH INCOME
FOR THE FOR THE
YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, PERIOD DECEMBER 31, FOR THE
------------------- 5/1/95* ------------------- PERIOD 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
--------- -------- ------------- --------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ -- $ -- $1,079 $ 33,619 $ 10,369 $ --
--------- -------- ------ --------- -------- -----
EXPENSES:
Mortality and expense risk
fees.................... 10,894 2,261 95 7,324 1,532 58
Administrative expense
fees.................... 2,556 530 22 1,718 359 13
--------- -------- ------ --------- -------- -----
Total expenses.......... 13,450 2,791 117 9,042 1,891 71
--------- -------- ------ --------- -------- -----
Net investment income
(loss).................. (13,450) (2,791) 962 24,577 8,478 (71)
--------- -------- ------ --------- -------- -----
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- 869 -- 4,155 2,029 --
Net realized gain (loss)
from sales of
investments............. 3,491 577 2,120 3,387 3,133 48
--------- -------- ------ --------- -------- -----
Net realized gain
(loss)................ 3,491 1,446 2,120 7,542 5,162 48
Net unrealized gain
(loss).................. 302,721 (1,192) 1,002 140,962 14,684 805
--------- -------- ------ --------- -------- -----
Net realized and
unrealized gain
(loss)................ 306,212 254 3,122 148,504 19,846 853
--------- -------- ------ --------- -------- -----
Net increase (decrease)
in net assets from
operations............ $ 292,762 $ (2,537) $4,084 $ 173,081 $ 28,324 $782
--------- -------- ------ --------- -------- -----
--------- -------- ------ --------- -------- -----
</TABLE>

* Date of initial investment.

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

SA-3
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP EQUITY-INCOME FIDELITY VIP GROWTH
FOR THE FOR THE
YEAR ENDED YEAR ENDED
DECEMBER 31, FOR THE DECEMBER 31, FOR THE
------------------- PERIOD 5/1/95* ------------------- PERIOD 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
--------- -------- -------------- --------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 17,528 $ 226 $ 638 $ 8,295 $ 710 $ --
--------- -------- ------ --------- -------- --------------

EXPENSES:
Mortality and expense risk
fees.................... 12,698 2,681 101 12,398 3,400 146
Administrative expense
fees.................... 2,979 629 23 2,908 797 34
--------- -------- ------ --------- -------- --------------
Total expenses.......... 15,677 3,310 124 15,306 4,197 180
--------- -------- ------ --------- -------- --------------

Net investment income
(loss).................. 1,851 (3,084) 514 (7,011) (3,487) (180)
--------- -------- ------ --------- -------- --------------
REALIZED AND UNREALIZED GAIN
(LOSS)
ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 88,129 6,482 -- 37,128 17,909 --
Net realized gain (loss)
from sales of
investments............. 15,787 1,871 453 11,558 (232) (4,864)
--------- -------- ------ --------- -------- --------------
Net realized gain
(loss)................ 103,916 8,353 453 48,686 17,677 (4,864)
Net unrealized gain
(loss).................. 303,518 59,082 5,154 306,079 45,024 (5,909)
--------- -------- ------ --------- -------- --------------

Net realized and
unrealized gain
(loss)................ 407,434 67,435 5,607 354,765 62,701 (10,773)
--------- -------- ------ --------- -------- --------------
Net increase (decrease)
in net assets from
operations............ $ 409,285 $ 64,351 $6,121 $ 347,754 $ 59,214 $(10,953)
--------- -------- ------ --------- -------- --------------
--------- -------- ------ --------- -------- --------------

<CAPTION>
T. ROWE PRICE INTERNATIONAL STOCK
FOR THE
YEAR ENDED
DECEMBER 31, FOR THE
-------------------- PERIOD 8/23/95*
1997 1996 TO 12/31/95
---------- -------- ---------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 21,184 $ 5,584 $ --
---------- -------- -----
EXPENSES:
Mortality and expense risk
fees.................... 10,189 1,629 2
Administrative expense
fees.................... 2,390 382 --
---------- -------- -----
Total expenses.......... 12,579 2,011 2
---------- -------- -----
Net investment income
(loss).................. 8,605 3,573 (2)
---------- -------- -----
REALIZED AND UNREALIZED GAIN
(LOSS)
ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 30,010 3,551 --
Net realized gain (loss)
from sales of
investments............. 101,222 1,101 1
---------- -------- -----
Net realized gain
(loss)................ 131,232 4,652 1
Net unrealized gain
(loss).................. (130,878) 30,684 47
---------- -------- -----
Net realized and
unrealized gain
(loss)................ 354 35,336 48
---------- -------- -----
Net increase (decrease)
in net assets from
operations............ $ 8,959 $ 38,909 $ 46
---------- -------- -----
---------- -------- -----
</TABLE>

* Date of initial investment.

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

SA-4
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
MONEY MARKET SELECT AGGRESSIVE GROWTH
YEAR ENDED YEAR ENDED
DECEMBER 31, PERIOD DECEMBER 31, PERIOD
-------------------------- FROM 5/1/95* ------------------------- FROM 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
------------ ----------- -------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)... $ 124,228 $ 36,031 $ 2,642 $ (23,368) $ (6,130) $ (128)
Net realized gain (loss)....... -- -- -- 341,771 104,839 4
Net unrealized gain (loss)..... -- -- -- 72,690 26,999 417
------------ ----------- -------------- ----------- ----------- -------------
Net increase (decrease) in net
assets
from operations.............. 124,228 36,031 2,642 391,093 125,708 293
------------ ----------- -------------- ----------- ----------- -------------

FROM CAPITAL TRANSACTIONS:
Net premiums................... 10,400,201 4,471,372 575,190 1,443,916 824,503 127,557
Terminations................... (13,610) -- -- (21,979) (621) --
Insurance and other charges.... (254,488) -- -- (197,905) (55,229) (2,047)
Other transfers from (to) the
General Account of Allmerica
Financial Life Insurance and
Annuity Company (Sponsor).... (9,939,966) (2,298,619) (521,908) 1,531,211 356,678 77,054
Net increase (decrease) in
investment by Allmerica
Financial Life Insurance and
Annuity Company (Sponsor).... -- (215) 200 -- (292) 200
------------ ----------- -------------- ----------- ----------- -------------
Net increase (decrease) in net
assets from capital
transactions................. 192,137 2,172,538 53,482 2,755,243 1,125,039 202,764
------------ ----------- -------------- ----------- ----------- -------------

Net increase (decrease) in net
assets....................... 316,365 2,208,569 56,124 3,146,336 1,250,747 203,057

NET ASSETS:
Beginning of period.............. 2,264,693 56,124 -- 1,453,804 203,057 --
------------ ----------- -------------- ----------- ----------- -------------
End of period.................... $ 2,581,058 $ 2,264,693 $ 56,124 $ 4,600,140 $ 1,453,804 $203,057
------------ ----------- -------------- ----------- ----------- -------------
------------ ----------- -------------- ----------- ----------- -------------

<CAPTION>
SELECT GROWTH SELECT GROWTH AND INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, PERIOD DECEMBER 31, PERIOD
---------------------- FROM 5/1/95* ---------------------- FROM 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
---------- ---------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)... $ (7,860) $ (645) $ (33) $ 16,622 $ 4,513 $ 429
Net realized gain (loss)....... 219,619 170,315 11 369,670 78,689 6,299
Net unrealized gain (loss)..... 405,886 (87,178) (892) 87,946 24,966 (1,200)
---------- ---------- ------------ ---------- ---------- ------------
Net increase (decrease) in net
assets
from operations.............. 617,645 82,492 (914) 474,238 108,168 5,528
---------- ---------- ------------ ---------- ---------- ------------
FROM CAPITAL TRANSACTIONS:
Net premiums................... 1,340,830 618,908 126,681 1,270,182 759,907 37,091
Terminations................... (14,477) (609) -- (17,389) -- --
Insurance and other charges.... (185,902) (35,694) (1,374) (206,456) (39,270) (1,281)
Other transfers from (to) the
General Account of Allmerica
Financial Life Insurance and
Annuity Company (Sponsor).... 1,131,454 322,741 4,792 1,519,939 242,706 105,994
Net increase (decrease) in
investment by Allmerica
Financial Life Insurance and
Annuity Company (Sponsor).... -- (281) 200 -- (283) 200
---------- ---------- ------------ ---------- ---------- ------------
Net increase (decrease) in net
assets from capital
transactions................. 2,271,905 905,065 130,299 2,566,276 963,060 142,004
---------- ---------- ------------ ---------- ---------- ------------
Net increase (decrease) in net
assets....................... 2,889,550 987,557 129,385 3,040,514 1,071,228 147,532
NET ASSETS:
Beginning of period.............. 1,116,942 129,385 -- 1,218,760 147,532 --
---------- ---------- ------------ ---------- ---------- ------------
End of period.................... $4,006,492 $1,116,942 $ 129,385 $4,259,274 $1,218,760 $ 147,532
---------- ---------- ------------ ---------- ---------- ------------
---------- ---------- ------------ ---------- ---------- ------------
</TABLE>

* Date of initial investment.

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

SA-5
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
SELECT INCOME SELECT INTERNATIONAL EQUITY
YEAR ENDED YEAR ENDED
DECEMBER 31, PERIOD DECEMBER 31, PERIOD
----------------------- FROM 5/1/95* ------------------------- FROM 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
----------- --------- -------------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)... $ 63,021 $ 24,151 $ 1,367 $ 59,876 $ 18,811 $ 398
Net realized gain (loss)....... 2,433 (472) 140 127,422 3,412 678
Net unrealized gain (loss)..... 28,919 (4,696) 187 (153,589) 116,537 533
----------- --------- ------- ----------- ----------- -------
Net increase (decrease) in net
assets
from operations.............. 94,373 18,983 1,694 33,709 138,760 1,609
----------- --------- ------- ----------- ----------- -------

FROM CAPITAL TRANSACTIONS:
Net premiums................... 605,452 321,729 32,948 1,354,454 680,979 40,124
Terminations................... (12,415) (548) -- (34,908) (636) --
Insurance and other charges.... (100,701) (16,497) (989) (182,904) (45,019) (1,522)
Other transfers from (to) the
General
Account of Allmerica
Financial Life
Insurance and Annuity Company
(Sponsor).................... 314,379 228,418 57,799 1,190,404 444,374 9,740
Net increase (decrease) in
investment by
Allmerica Financial Life
Insurance and
Annuity Company (Sponsor).... -- (225) 200 -- (262) 200
----------- --------- ------- ----------- ----------- -------
Net increase (decrease) in net
assets from
capital transactions......... 806,715 532,877 89,958 2,327,046 1,079,436 48,542
----------- --------- ------- ----------- ----------- -------

Net increase (decrease) in net
assets....................... 901,088 551,860 91,652 2,360,755 1,218,196 50,151

NET ASSETS:
Beginning of period.............. 643,512 91,652 -- 1,268,347 50,151 --
----------- --------- ------- ----------- ----------- -------
End of period.................... $ 1,544,600 $ 643,512 $91,652 $ 3,629,102 $ 1,268,347 $50,151
----------- --------- ------- ----------- ----------- -------
----------- --------- ------- ----------- ----------- -------

<CAPTION>
SELECT CAPITAL APPRECIATION FIDELITY VIP HIGH INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, PERIOD DECEMBER 31, PERIOD

----------------------- FROM 5/1/95* ----------------------- FROM 5/1/95*

1997 1996 TO 12/31/95 1997 1996 TO 12/31/95

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

<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)... $ (13,450) $ (2,791) $ 962 $ 24,577 $ 8,478 $ (71)

Net realized gain (loss)....... 3,491 1,446 2,120 7,542 5,162 48

Net unrealized gain (loss)..... 302,721 (1,192) 1,002 140,962 14,684 805

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

Net increase (decrease) in net
assets
from operations.............. 292,762 (2,537) 4,084 173,081 28,324 782

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

FROM CAPITAL TRANSACTIONS:
Net premiums................... 1,254,757 652,549 114,192 653,604 325,210 20,148

Terminations................... (13,698) -- -- (25,742) (578) --

Insurance and other charges.... (203,548) (87,458) (1,350) (95,813) (19,247) (1,024)

Other transfers from (to) the
General
Account of Allmerica
Financial Life
Insurance and Annuity Company
(Sponsor).................... 642,641 140,136 6,392 870,165 (34,771) 48,201

Net increase (decrease) in
investment by
Allmerica Financial Life
Insurance and
Annuity Company (Sponsor).... -- (295) 200 -- (247) 200

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

Net increase (decrease) in net
assets from
capital transactions......... 1,680,152 704,932 119,434 1,402,214 270,367 67,525

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

Net increase (decrease) in net
assets....................... 1,972,914 702,395 123,518 1,575,295 298,691 68,307

NET ASSETS:
Beginning of period.............. 825,913 123,518 -- 366,998 68,307 --

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

End of period.................... $ 2,798,827 $ 825,913 $123,518 $ 1,942,293 $ 366,998 $68,307

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

</TABLE>

* Date of initial investment.

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

SA-6
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP EQUITY-INCOME FIDELITY VIP GROWTH
YEAR ENDED YEAR ENDED
DECEMBER 31, PERIOD DECEMBER 31, PERIOD
----------------------- FROM 5/1/95* ----------------------- FROM 5/1/95*
1997 1996 TO 12/31/95 1997 1996 TO 12/31/95
----------- --------- --------------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)... $ 1,851 $ (3,084) $ 514 $ (7,011) $ (3,487) $ (180)
Net realized gain (loss)....... 103,916 8,353 453 48,686 17,677 (4,864)
Net unrealized gain (loss)..... 303,518 59,082 5,154 306,079 45,024 (5,909)
----------- --------- --------------- ----------- --------- ------------
Net increase (decrease) in net
assets
from operations.............. 409,285 64,351 6,121 347,754 59,214 (10,953)
----------- --------- --------------- ----------- --------- ------------

FROM CAPITAL TRANSACTIONS:
Net premiums................... 1,217,983 530,169 21,784 1,050,189 673,958 105,504
Terminations................... (24,981) (704) -- (30,496) (105) --
Insurance and other charges.... (154,199) (31,982) (1,452) (192,569) (91,360) (1,719)
Other transfers from (to) the
General
Account of Allmerica
Financial Life
Insurance and Annuity Company
(Sponsor).................... 943,429 225,588 96,282 729,527 88,925 122,660
Net increase (decrease) in
investment by
Allmerica Financial Life
Insurance and
Annuity Company (Sponsor).... -- (268) 200 -- (281) 200
----------- --------- --------------- ----------- --------- ------------
Net increase (decrease) in net
assets from
capital transactions......... 1,982,232 722,803 116,814 1,556,651 671,137 226,645
----------- --------- --------------- ----------- --------- ------------

Net increase (decrease) in net
assets....................... 2,391,517 787,154 122,935 1,904,405 730,351 215,692

NET ASSETS:
Beginning of period.............. 910,089 122,935 -- 946,043 215,692 --
----------- --------- --------------- ----------- --------- ------------
End of period.................... $ 3,301,606 $ 910,089 $122,935 $ 2,850,448 $ 946,043 $215,692
----------- --------- --------------- ----------- --------- ------------
----------- --------- --------------- ----------- --------- ------------

<CAPTION>
T. ROWE PRICE INTERNATIONAL STOCK
YEAR ENDED
DECEMBER 31, PERIOD
----------------------- FROM 8/23/95*
1997 1996 TO 12/31/95
----------- --------- --------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)... $ 8,605 $ 3,573 $ (2)
Net realized gain (loss)....... 131,232 4,652 1
Net unrealized gain (loss)..... (130,878) 30,684 47
----------- --------- ------
Net increase (decrease) in net
assets
from operations.............. 8,959 38,909 46
----------- --------- ------
FROM CAPITAL TRANSACTIONS:
Net premiums................... 822,104 520,547 1,590
Terminations................... (11,448) -- --
Insurance and other charges.... (112,458) (22,014) (217)
Other transfers from (to) the
General
Account of Allmerica
Financial Life
Insurance and Annuity Company
(Sponsor).................... 893,491 175,007 39
Net increase (decrease) in
investment by
Allmerica Financial Life
Insurance and
Annuity Company (Sponsor).... -- -- --
----------- --------- ------
Net increase (decrease) in net
assets from
capital transactions......... 1,591,689 673,540 1,412
----------- --------- ------
Net increase (decrease) in net
assets....................... 1,600,648 712,449 1,458
NET ASSETS:
Beginning of period.............. 713,907 1,458 --
----------- --------- ------
End of period.................... $ 2,314,555 $ 713,907 $1,458
----------- --------- ------
----------- --------- ------
</TABLE>

* Date of initial investment.

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

SA-7
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II

NOTES TO FINANCIAL STATEMENTS

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
(Fidelity VIP), managed by Fidelity Management & Research Company (FMR), or of
the T. Rowe Price International Series, Inc. (T. Rowe Price) managed by Rowe
Price-Fleming International, Inc. The Trust, Fidelity VIP and T. Rowe Price (the
Funds) are open-end, diversified management investment companies registered
under the 1940 Act.

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

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

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

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

SA-8
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS

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

<TABLE>
<CAPTION>
PORTFOLIO INFORMATION
---------------------------------------
NET ASSET
NUMBER OF AGGREGATE VALUE
INVESTMENT PORTFOLIO SHARES COST PER SHARE
- ------------------------------------------------------- ------------ ------------ ---------
<S> <C> <C> <C>
ALLMERICA INVESTMENT TRUST:
Money Market......................................... 2,639,594 $ 2,639,594 $ 1.000
Select Aggressive Growth............................. 2,067,479 4,500,034 2.225
Select Growth........................................ 2,212,309 3,688,676 1.811
Select Growth and Income............................. 2,744,378 4,147,562 1.552
Select Income........................................ 1,511,351 1,520,191 1.022
Select International Equity.......................... 2,706,265 3,665,620 1.341
Select Capital Appreciation.......................... 1,649,279 2,496,295 1.697
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
High Income.......................................... 143,026 1,785,841 13.580
Equity-Income........................................ 135,980 2,933,852 24.280
Growth............................................... 76,831 2,505,254 37.100
T. ROWE PRICE INTERNATIONAL SERIES, INC.:
International Stock.................................. 181,676 2,414,701 12.740
</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 years ended December 31, 1997, 1996 and 1995,
these monthly deductions from Sub-Account policy values amounted to $1,886,943,
$443,770, and $12,975, respectively. These amounts are included on the
statements of changes in net assets in Insurance and other charges.

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 risk 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 and paid to the Company on a
daily basis.

Allmerica Investments, Inc., (Allmerica Investments), a wholly-owned
subsidiary of First Allmerica, is principal underwriter and general distributor
of Allmerica Select II. Broker-dealers sell the policies through their
registered representatives who are appointed by Allmerica Investments.
Commissions are paid to such

SA-9
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT II

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- RELATED PARTY TRANSACTIONS (CONTINUED)

registered representatives by the Company. The current series of policies have a
contingent surrender charge comprised of a deferred administrative charge and a
deferred sales charge. For the years ended December 31, 1997, 1996 and 1995, the
Company received surrender charges of $39,306, $3,838, and $0, respectively.

NOTE 5 -- DIVERSIFICATION REQUIREMENTS

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

The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. The Company believes that 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, Fidelity VIP, and T.
Rowe Price shares by Allmerica Select II during the year ended December 31,
1997, were as follows:

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO PURCHASES SALES
- ------------------------------------------------------------------ ------------ ------------
<S> <C> <C>
ALLMERICA INVESTMENT TRUST:
Money Market.................................................... $ 13,266,604 $ 13,004,422
Select Aggressive Growth........................................ 3,211,257 136,810
Select Growth................................................... 2,641,572 177,749
Select Growth and Income........................................ 3,163,993 229,919
Select Income................................................... 1,128,693 258,957
Select International Equity..................................... 2,784,893 286,661
Select Capital Appreciation..................................... 1,793,652 126,950
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
High Income..................................................... 1,510,885 79,939
Equity-Income................................................... 2,308,866 236,654
Growth.......................................................... 1,732,838 146,070
T. ROWE PRICE INTERNATIONAL SERIES, INC.:
International Stock............................................. 4,126,796 2,496,492
------------ ------------
Totals............................................................ $ 37,670,049 $ 17,180,623
------------ ------------
------------ ------------
</TABLE>

SA-10
<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:

GUIDELINE MINIMUM SUM INSURED

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

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

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.

GUARANTEED DEATH BENEFIT RIDER

This Rider, which is available only at issue, (a) guarantees that you Policy
will not lapse regardless of the Performance of the Variable Account and (b)
provides a guaranteed net death benefit.

Certain Riders May Not Be Available In All States

B-1
<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 the
Company. 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 becomes payable. If you make no selection, the
beneficiary may select an option when the net death benefit becomes payable.

C-1
<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 Separate 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 each year to earn interest
(after taxes) at 5%, compounded annually.

The Policy Values and Death Proceeds would be different from those shown if the
gross annual investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above or below such averages for individual Policy
years. The values also would be different depending on the allocation of the
Policy's total Policy Value among the Sub-Accounts of the 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 take into account the deduction of the payment
expense charge, the monthly deduction from Policy Value, the daily charge
against the Variable Account for mortality and expense risks and for the
Variable Account administrative charge (for the first ten Policy years). In the
Current Cost of Insurance tables, the Variable Account charges are equivalent to
an effective annual rate of 0.80% of the average daily value of the assets in
the Variable Account in the first ten Policy Years, and 0.65% thereafter. In the
Guaranteed Cost of Insurance Charges tables, the Variable Account charges are
equivalent to an effective annual rate of 0.95% of the average daily value of
the assets in the Variable Account in the first ten Policy Years, and 0.80%
thereafter.

EXPENSES OF THE UNDERLYING FUNDS

The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses, which are assumed to be at an annual rate
of 0.95% of the average daily net assets of the Underlying Funds. The actual
fees and expenses of each Underlying Fund vary, and in 1997 ranged from an
annual rate of 0.35% to an annual rate of 2.00% of average daily net assets. The
fees and expenses associated with your Policy may be more or less than 0.95% in
the aggregate, depending upon how you make allocations of Policy Value among the
Sub-Accounts.

AFIMS has declared a voluntary expense limitation of 1.35% of average net assets
for the Select Aggressive Growth Fund and Select Capital Appreciation Fund,
1.50% for the Select International Equity Fund, 1.25%

D-1
<PAGE>
for the Select Value Opportunity Fund, 1.20% for the Select Growth Fund, 1.10%
for the Select Growth and Income, 1.00% for the Select Income Fund, and 0.60%
for the Money Market Fund. The total operating expenses of these Funds of the
Trust were less than their respective expense limitations throughout 1997. These
limitations may be terminated at any time.

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

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 0.95% of average net
assets, in the Current Cost of Insurance Charges tables the gross annual rates
of investment return of 0%, 6% and 12% would produce net annual rates of -1.75%,
4.25% and 10.25%, respectively, during the first 10 Policy years and -1.60%,
4.40% and 10.40%, respectively, after that. In the Guaranteed Cost of Insurance
Charges tables, the gross annual rates of investment return of 0%, 6% and 12%
would produce net annual rates of -1.90%, 4.10% and 10.10%, respectively, during
the first 10 Policy years and -1.75%, 4.25% and 10.25%, 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.

D-2
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT VARIABLE LIFE POLICY

AMOUNT = $100,000

SUM INSURED MALE NON-SMOKER AGE 30

FACE OPTION 2

BASED ON CURRENT MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN HYPOTHETICAL 12%
INTEREST ---------------------------- ----------------------------- GROSS INVESTMENT RETURN
AT 5% POLICY POLICY -------------------------------
POLICY PER YEAR SURRENDER VALUE DEATH SURRENDER VALUE DEATH SURRENDER POLICY DEATH
YEAR (1) VALUE (2) BENEFIT VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ --------- --------- ------- ------- --------- -------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,100 667 1,744 101,744 777 1,854 101,854 888 1,965 101,965
2 4,305 2,380 3,457 103,457 2,710 3,788 103,788 3,054 4,131 104,131
3 6,620 4,198 5,140 105,140 4,860 5,803 105,803 5,577 6,520 106,520
4 9,051 5,986 6,794 106,794 7,096 7,904 107,904 8,345 9,153 109,153
5 11,604 7,734 8,407 108,407 9,408 10,082 110,082 11,370 12,043 112,043

6 14,284 9,441 9,980 109,980 11,801 12,340 112,340 14,679 15,217 115,217
7 17,098 11,121 11,525 111,525 14,290 14,694 114,694 18,313 18,717 118,717
8 20,053 12,763 13,032 113,032 16,867 17,136 117,136 22,293 22,562 122,562
9 23,156 14,365 14,500 114,500 19,535 19,670 119,670 26,655 26,789 126,789
10 26,414 15,931 15,931 115,931 22,298 22,298 122,298 31,437 31,437 131,437

11 29,834 17,345 17,345 117,345 25,057 25,057 125,057 36,592 36,592 136,592
12 33,426 18,720 18,720 118,720 27,920 27,920 127,920 42,265 42,265 142,265
13 37,197 20,056 20,056 120,056 30,890 30,890 130,890 48,510 48,510 148,510
14 41,157 21,351 21,351 121,351 33,971 33,971 133,971 55,383 55,383 155,383
15 45,315 22,604 22,604 122,604 37,166 37,166 137,166 62,949 62,949 162,949

16 49,681 23,820 23,820 123,820 40,485 40,485 140,485 71,284 71,284 171,284
17 54,265 24,991 24,991 124,991 43,922 43,922 143,922 80,458 80,458 180,458
18 59,078 26,125 26,125 126,125 47,492 47,492 147,492 90,567 90,567 190,567
19 64,132 27,221 27,221 127,221 51,199 51,199 151,199 101,706 101,706 201,706
20 69,439 28,278 28,278 128,278 55,046 55,046 155,046 113,978 113,978 217,698

Age 60 139,522 36,259 36,259 136,259 102,102 102,102 202,102 331,018 331,018 443,564
Age 65 189,673 38,090 38,090 138,090 132,367 132,367 232,367 549,309 549,309 670,157
Age 70 253,680 38,113 38,113 138,113 167,967 167,967 267,967 903,529 903,529 1,048,094
Age 75 335,370 35,266 35,266 135,266 208,864 208,864 308,864 1,480,061 1,480,061 1,583,665
</TABLE>

(1) Assumes a $2,000 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, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

D-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT VARIABLE LIFE POLICY

MALE NON-SMOKER AGE 30

SPECIFIED FACE AMOUNT = $100,000

SUM INSURED OPTION 2

BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN HYPOTHETICAL 12%
INTEREST ------------------------------ ---------------------------- GROSS INVESTMENT RETURN
AT 5% POLICY POLICY -------------------------------
POLICY PER YEAR SURRENDER VALUE DEATH SURRENDER VALUE DEATH SURRENDER POLICY DEATH
YEAR (1) VALUE (2) BENEFIT VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ --------- --------- -------- -------- --------- ------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,100 667 1,744 101,744 777 1,854 101,854 888 1,965 101,965
2 4,305 2,380 3,457 103,457 2,710 3,788 103,788 3,054 4,131 104,131
3 6,620 4,198 5,140 105,140 4,860 5,803 105,803 5,577 6,520 106,520
4 9,051 5,986 6,794 106,794 7,096 7,904 107,904 8,345 9,153 109,153
5 11,604 7,734 8,407 108,407 9,408 10,082 110,082 11,370 12,043 112,043

(1) Assumes a $2,000 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.

D-4
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT VARIABLE LIFE POLICY

MALE NON-SMOKER AGE 45

FACE AMOUNT = $250,000

SUM INSURED OPTION 1

BASED ON CURRENT MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN HYPOTHETICAL 12%
INTEREST ---------------------------- ----------------------------- GROSS INVESTMENT RETURN
AT 5% POLICY POLICY -------------------------------
POLICY PER YEAR SURRENDER VALUE DEATH SURRENDER VALUE DEATH SURRENDER POLICY DEATH
YEAR (1) VALUE (2) BENEFIT VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ --------- --------- ------- ------- --------- -------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,100 664 1,741 101,741 774 1,852 101,852 885 1,962 101,962
2 4,305 2,372 3,449 103,449 2,702 3,779 103,779 3,045 4,122 104,122
3 6,620 4,182 5,124 105,124 4,843 5,785 105,785 5,558 6,501 106,501
4 9,051 5,960 6,768 106,768 7,066 7,874 107,874 8,312 9,120 109,120
5 11,604 7,695 8,369 108,369 9,363 10,036 110,036 11,317 11,990 111,990

6 14,284 9,388 9,927 109,927 11,736 12,275 112,275 14,600 15,138 115,138
7 17,098 11,052 11,455 111,455 14,201 14,605 114,605 18,200 18,604 118,604
8 20,053 12,674 12,943 112,943 16,749 17,019 117,019 22,138 22,407 122,407
9 23,156 14,256 14,391 114,391 19,384 19,519 119,519 26,447 26,582 126,582
10 26,414 15,799 15,799 115,799 22,109 22,109 122,109 31,166 31,166 131,166

11 29,834 17,183 17,183 117,183 24,817 24,817 124,817 36,237 36,237 136,237
12 33,426 18,531 18,531 118,531 27,628 27,628 127,628 41,815 41,815 141,815
13 37,197 19,832 19,832 119,832 30,534 30,534 130,534 47,939 47,939 147,939
14 41,157 21,098 21,098 121,098 33,551 33,551 133,551 54,678 54,678 154,678
15 45,315 22,318 22,318 122,318 36,672 36,672 136,672 62,083 62,083 162,083

16 49,681 23,493 23,493 123,493 39,900 39,900 139,900 70,222 70,222 170,222
17 54,265 24,623 24,623 124,623 43,242 43,242 143,242 79,169 79,169 179,169
18 59,078 25,698 25,698 125,698 46,688 46,688 146,688 88,996 88,996 188,996
19 64,132 26,731 26,731 126,731 50,257 50,257 150,257 99,805 99,805 199,805
20 69,439 27,710 27,710 127,710 53,940 53,940 153,940 111,683 111,683 213,314

Age 60 139,522 33,493 33,493 133,493 96,807 96,807 196,807 317,909 317,909 425,998
Age 65 189,673 32,226 32,226 132,226 121,420 121,420 221,420 520,322 520,322 634,793
Age 70 253,680 25,942 25,942 125,942 145,829 145,829 245,829 840,654 840,654 975,158
Age 75 335,370 11,579 11,579 111,579 165,998 165,998 265,998 1,349,832 1,349,832 1,449,832
</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.

D-5
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA 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>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN HYPOTHETICAL 12%
INTEREST ------------------------------- ---------------------------- GROSS INVESTMENT RETURN
AT 5% POLICY POLICY -------------------------------
POLICY PER YEAR SURRENDER VALUE DEATH SURRENDER VALUE DEATH SURRENDER POLICY DEATH
YEAR (1) VALUE (2) BENEFIT VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ --------- --------- -------- -------- --------- ------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 0 3,165 250,000 60 3,382 250,000 277 3,599 250,000
2 9,041 2,896 6,223 250,000 3,527 6,854 250,000 4,185 7,512 250,000
3 13,903 6,236 9,147 250,000 7,482 10,393 250,000 8,835 11,746 250,000
4 19,008 9,475 11,970 250,000 11,538 14,033 250,000 13,870 16,365 250,000
5 24,368 12,588 14,667 250,000 15,674 17,753 250,000 19,306 21,385 250,000

6 29,996 15,551 17,214 250,000 19,866 21,530 250,000 25,159 26,823 250,000
7 35,906 18,396 19,643 250,000 24,151 25,398 250,000 31,509 32,756 250,000
8 42,112 21,099 21,931 250,000 28,507 29,338 250,000 38,384 39,216 250,000
9 48,627 23,638 24,054 250,000 32,914 33,330 250,000 45,823 46,239 250,000
10 55,469 25,990 25,990 250,000 37,355 37,355 250,000 53,870 53,870 250,000

11 62,652 27,790 27,790 250,000 41,482 41,482 250,000 62,273 62,273 250,000
12 70,195 29,388 29,388 250,000 45,642 45,642 250,000 71,448 71,448 250,000
13 78,114 30,790 30,790 250,000 49,843 49,843 250,000 81,498 81,498 250,000
14 86,430 31,974 31,974 250,000 54,071 54,071 250,000 92,520 92,520 250,000
15 95,161 32,918 32,918 250,000 58,313 58,313 250,000 104,627 104,627 250,000

16 104,330 33,600 33,600 250,000 62,554 62,554 250,000 117,955 117,955 250,000
17 113,956 33,996 33,996 250,000 66,783 66,783 250,000 132,665 132,665 250,000
18 124,064 34,085 34,085 250,000 70,989 70,989 250,000 148,947 148,947 250,000
19 134,677 33,815 33,815 250,000 75,139 75,139 250,000 167,016 167,016 250,000
20 145,821 33,109 33,109 250,000 79,181 79,181 250,000 187,125 187,125 250,000

Age 60 95,161 32,918 32,918 250,000 58,313 58,313 250,000 104,627 104,627 250,000
Age 65 145,821 33,109 33,109 250,000 79,181 79,181 250,000 187,125 187,125 250,000
Age 70 210,477 21,602 21,602 250,000 97,202 97,202 250,000 324,231 324,231 376,108
Age 75 292,995 0 -12,603 250,000 107,255 107,255 250,000 542,791 542,791 580,786
</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.

D-6
<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.

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
</TABLE>

E-1
<PAGE>
<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>
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
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>

E-2
<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:

Maximum surrender charge per table (11.39 H 100) $1,139.00

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:

(1) Deferred administrative charge $850.00
($8.50/$1,000 of Face Amount)

(2) Deferred sales charge Varies
(not to exceed 29% of Premiums received, up to one GAP

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

Sum of (1) and (2)

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.

E-3