ALLMERICA SELECT SEP ACCT II OF ALLMERICA FIN LIFE INS CO
497, 2000-05-02
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             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                            WORCESTER, MASSACHUSETTS
          INDIVIDUAL FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
                             ALLMERICA SELECT LIFE

This Prospectus provides important information about Allmerica Select Life, an
individual flexible payment variable life insurance policy issued by Allmerica
Financial Life Insurance and Annuity Company. The Policies are funded through
the Allmerica Select Separate Account II, a separate investment account of the
Company that is referred to as the Variable Account. PLEASE READ THIS PROSPECTUS
CAREFULLY BEFORE INVESTING AND KEEP IT FOR FUTURE REFERENCE.

The Variable Account is subdivided into Sub-Accounts. Each Sub-Account invests
exclusively in shares of one of the following Funds of Allmerica Investment
Trust, Fidelity Variable Insurance Products Fund, and T. Rowe Price
International Series, Inc.:

<TABLE>
<CAPTION>
FUND                                           MANAGER
- ----                                           -------
<S>                                            <C>
Select Emerging Markets Fund                   Schroder Investment Management North America 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                   TCW Investment Management Company
Fidelity VIP Growth Portfolio                  Fidelity Management & Research Company
Select Growth and Income Fund                  J. P. Morgan Investment Management Inc.
Fidelity VIP Equity-Income Portfolio           Fidelity Management & Research Company
Fidelity VIP High Income Portfolio             Fidelity Management & Research Company
Select Income Fund*                            Standish, Ayer & Wood, Inc.
Money Market Fund                              Allmerica Asset Management, Inc.
</TABLE>

*The Company has requested the necessary regulatory approvals to substitute
shares of the Select Investment Grade Income Fund of the Allmerica Investment
Trust for shares of the currently offered Select Income Fund. Subject to
receiving the necessary approvals, this substitution will take place on or about
July 1, 2000.

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.

THE PURPOSE OF THE POLICIES IS TO PROVIDE INSURANCE PROTECTION FOR THE
BENEFICIARY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY SIMILAR OR
COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND. THE POLICY,
TOGETHER WITH ITS ATTACHED APPLICATION, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN
YOU AND THE COMPANY.

THE POLICIES ARE NOT SUITABLE FOR SHORT-TERM INVESTMENT. VARIABLE LIFE POLICIES
INVOLVE RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL. IT MAY NOT BE ADVANTAGEOUS
TO REPLACE EXISTING INSURANCE WITH THE POLICY. THIS LIFE POLICY IS NOT: A BANK
DEPOSIT OR OBLIGATION; OR FEDERALLY INSURED; OR ENDORSED BY ANY BANK OR
GOVERNMENTAL AGENCY.

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

This Prospectus can also be obtained from the Securities and Exchange
Commission's website (http://www.sec.gov).

<TABLE>
   <S>                                                  <C>
   CORRESPONDENCE MAY BE MAILED TO:                     DATED MAY 1, 2000
   ALLMERICA SELECT                                     440 LINCOLN STREET
   P.O. BOX 8179                                        WORCESTER, MASSACHUSETTS 01653
   BOSTON, MA 02266-8179                                (508) 855-1000
</TABLE>
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                           <C>
SPECIAL TERMS...............................................       4
SUMMARY OF FEES AND CHARGES.................................       7
SUMMARY OF POLICY FEATURES..................................      11
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE
 UNDERLYING FUNDS...........................................      18
INVESTMENT OBJECTIVES AND POLICIES..........................      20
SUBSTITUTION OF SHARES OF THE SELECT INCOME FUND............      22
THE POLICY..................................................      23
  Applying for a Policy.....................................      23
  Free-Look Period..........................................      23
  Conversion Privilege......................................      24
  Payments..................................................      24
  Allocation of Net Payments................................      25
  Transfer Privilege........................................      25
  Death Benefit.............................................      27
  Guaranteed Death Benefit Rider............................      27
  Level Option and Adjustable Option........................      28
  Change to Level Option or Adjustable Option...............      30
  Change in Face Amount.....................................      31
  Policy Value..............................................      32
  Payment Options...........................................      33
  Optional Insurance Benefits...............................      33
  Surrender.................................................      34
  Partial Withdrawal........................................      34
  Paid-up Insurance Option..................................      34
CHARGES AND DEDUCTIONS......................................      36
  Payment Expense Charge....................................      36
  Monthly Insurance Protection Charges......................      36
  Charges Against or Reflected in the Assets of the Variable
    Account.................................................      38
  Surrender Charge..........................................      39
  Partial Withdrawal Costs..................................      40
  Transfer Charges..........................................      40
  Charge for Change in Face Amount..........................      41
  Other Administrative Charges..............................      41
POLICY LOANS................................................      42
  Preferred Loan Option.....................................      42
  Loan Interest Charged.....................................      42
  Repayment of Outstanding Loan.............................      43
  Effect of Policy Loans....................................      43
  Policies Issued in Connection with TSA Plans..............      43
POLICY TERMINATION AND REINSTATEMENT........................      44
  Termination...............................................      44
  Reinstatement.............................................      44
OTHER POLICY PROVISIONS.....................................      45
  Policy Owner..............................................      45
  Beneficiary...............................................      45
  Assignment................................................      46
  Limit on Right to Challenge Policy........................      46
  Suicide...................................................      46
  Misstatement of Age or Sex................................      46
  Delay of Payments.........................................      46
FEDERAL TAX CONSIDERATIONS..................................      47
</TABLE>

                                       2
<PAGE>
<TABLE>
<S>                                                           <C>
  The Company and the Variable Account......................      47
  Taxation of the Policies..................................      47
  Policy Loans..............................................      47
  Policies Issued in Connection with TSA Plans..............      48
  Modified Endowment Policies...............................      48
VOTING RIGHTS...............................................      49
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY.............      50
DISTRIBUTION................................................      51
REPORTS.....................................................      51
LEGAL PROCEEDINGS...........................................      52
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS...........      52
FURTHER INFORMATION.........................................      53
MORE INFORMATION ABOUT THE FIXED ACCOUNT....................      53
  General Description.......................................      53
  Fixed Account Interest and Policy Loans...................      53
  Transfers, Surrenders, and Partial Withdrawals............      54
INDEPENDENT ACCOUNTANTS.....................................      54
FINANCIAL STATEMENTS........................................      54
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 -- CALCULATION OF MAXIMUM SURRENDER CHARGES......     E-1
APPENDIX F -- PERFORMANCE INFORMATION.......................     F-1
FINANCIAL STATEMENTS........................................   FIN-1
</TABLE>

                                       3
<PAGE>
                                 SPECIAL TERMS

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

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

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

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 may be different
before and after the Final Payment Date. See NET DEATH BENEFIT.

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 ("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 Fidelity Variable Insurance Products Fund
("Fidelity VIP"): 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. ("T.
Rowe Price").

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

                                       4
<PAGE>
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

The percentage factor is a percentage that, when multiplied by the Policy Value,
determines the minimum death benefit required under federal tax laws. For both
the Level Option and the Adjustable Option, the percentage factor is based on
the Insured's attained age, as set forth in APPENDIX A -- GUIDELINE MINIMUM SUM
INSURED TABLE.

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.

Where permitted by state law, we will compute the Net Death Benefit on the date
we receive due proof of the Insured's death under the Adjustable Option and on
the date of death for the Level Option. If required by state law, we will
compute the Net Death Benefit on the date of death for the Adjustable Option.

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.

                                       5
<PAGE>
PAID-UP INSURANCE: life insurance coverage for the life of the Insured, with no
further premiums due.

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

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

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

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

    - Accumulation in the fixed account credited to the Policy

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

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

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

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

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

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

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

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

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

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

VALUATION PERIOD: the interval between two consecutive valuation dates.

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

WRITTEN REQUEST: your request in writing, satisfactory to us, received at our
Principal Office.

                                       6
<PAGE>
                          SUMMARY OF FEES AND CHARGES

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.

       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

                                       7
<PAGE>
       - 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. For more information, see APPENDIX E -- CALCULATION OF
       MAXIMUM SURRENDER CHARGES.

       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. The transaction fee
       applies to all partial withdrawals, including a Withdrawal without a
       surrender charge.

                                       8
<PAGE>
WHAT ARE THE EXPENSES AND FEES OF THE 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 1999.

<TABLE>
<CAPTION>
                                              MANAGEMENT FEE        OTHER EXPENSES       TOTAL FUND EXPENSES
                                                (AFTER ANY       (AFTER ANY APPLICABLE   (AFTER ANY WAIVERS/
UNDERLYING FUND                             VOLUNTARY WAIVERS)      REIMBURSEMENTS)        REIMBURSEMENTS)
- ---------------                             ------------------   ---------------------   -------------------
<S>                                         <C>                  <C>                     <C>
Select Emerging Markets Fund..............        1.35%                  0.57%               1.92%(1)(2)
Select International Equity Fund..........        0.89%                  0.13%               1.02%(1)(2)
T. Rowe Price International Stock
 Portfolio................................        1.05%                  0.00%               1.05%
Select Aggressive Growth Fund.............        0.81%*                 0.06%               0.87%(1)(2)*
Select Capital Appreciation Fund..........        0.90%*                 0.07%               0.97%(1)*
Select Value Opportunity Fund.............        0.90%                  0.07%               0.97%(1)(2)
Select Growth Fund........................        0.78%                  0.05%               0.83%(1)(2)
Select Strategic Growth Fund..............        0.85%                  0.35%               1.20%(1)(2)
Fidelity VIP Growth Portfolio.............        0.58%                  0.08%               0.66%(3)
Select Growth and Income Fund.............        0.67%                  0.07%               0.74%(1)(2)
Fidelity VIP Equity-Income Portfolio......        0.48%                  0.09%               0.57%(3)
Fidelity VIP High Income Portfolio........        0.58%                  0.11%               0.69%
Select Income Fund........................        0.52%                  0.09%               0.61%(1)
Money Market Fund.........................        0.24%                  0.05%               0.29%(1)
</TABLE>

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

(1)  Until further notice, Allmerica Financial Investment Management
      Services, Inc. ("AFIMS") has declared a voluntary expense limitation of
    1.50% of average net assets for Select International Equity Fund, 1.35% for
    Select Aggressive Growth Fund and Select Capital Appreciation Fund, 1.25%
    for Select Value Opportunity Fund, 1.20% for Select Growth Fund, 1.10% for
    Select Growth and Income Fund, 1.00% for Select Income Fund, and 0.60% for
    Money Market Fund. The total operating expenses of these Funds of the Trust
    were less than their respective expense limitations throughout 1999.

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

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

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

(2)  These Funds have entered into agreements with brokers whereby the brokers
      rebate a portion of commissions. These amounts have been treated as
    reductions of expenses. Including these reductions, total annual fund
    operating expenses were 1.01% for Select International Equity Fund, 1.88%
    for Select Emerging Markets, 0.84% for Select Aggressive Growth Fund, 0.88%
    for Select Value Opportunity Fund, 0.81% for Select Growth Fund, 1.17% for
    Select Strategic Growth Fund, and 0.73% for Select Growth and Income Fund.

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

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

                                       10
<PAGE>
                           SUMMARY OF POLICY FEATURES

This Summary is intended to provide only a very brief overview of the more
significant aspects of the Policy. If you are considering the purchase of this
product, you should read the remainder of this Prospectus carefully before
making a decision. It offers a more complete presentation of the topics
presented here, and will help you better understand the product. However, the
Policy, together with its attached application, constitutes the entire agreement
between you and the Company.

There is no guaranteed minimum Policy Value. The value of a Policy will vary up
or down to reflect the investment experience of allocations to the Sub-Accounts
and the fixed rates of interest earned by allocations to the General Account.
The Policy Value will also be adjusted for other factors, including the amount
of charges imposed. The Policy Value may decrease to the point where the Policy
will lapse and provide no further death benefit without additional premium
payments, unless the optional Guaranteed Death Benefit Rider is in effect. This
Rider may not be available in all states.

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.

                                       11
<PAGE>
WHO ARE THE KEY PERSONS UNDER THE POLICY?

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

WHAT HAPPENS WHEN THE INSURED DIES?

We will pay the net death benefit to the beneficiary when the Insured dies while
the Policy is in effect. You may choose between two death benefit options. Under
the Level Option, the death benefit is the face amount (the insurance applied
for) or the guideline minimum sum insured (the minimum death benefit federal tax
law requires), whichever is greater. Under the Adjustable Option, the death
benefit is either the sum of the face amount and policy value or the guideline
minimum sum insured, whichever is greater.

The Net Death Benefit is the death benefit less any outstanding loan and partial
withdrawals, partial withdrawal costs, and due and unpaid monthly insurance
protection charges. However, after the final payment date, the net death benefit
is the policy value less any outstanding loan. The beneficiary may receive the
net death benefit in a lump sum or under a payment option we offer.

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, the Company will mail a refund to you within seven days. We may delay
a refund of any payment made by check until the check has cleared the bank.

Where required by state law, 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.

                                       12
<PAGE>
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 Investment Management North America Inc.

    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 TCW Investment Management Company

    Fidelity VIP Growth Portfolio
    Managed by Fidelity Management & Research Company

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

In some states, insurance regulations may restrict the availability of
particular Underlying Funds. The Policy also offers a Fixed Account that is part
of the general account of the Company. The Fixed Account is a guaranteed account
offering a minimum interest rate. This range of investment choices allows you to
allocate your money among the Sub-Accounts and the Fixed Account 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 until the fourth day after the

                                       13
<PAGE>
expiration of the "Right to Examine" provision of your Policy. After this, we
will allocate all amounts as you have chosen.

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 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 & Research Company ("FMR") is the investment adviser of
Fidelity 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. The Portfolios of Fidelity VIP, as part of their operating expenses,
pay a monthly management fee to FMR for managing investments and business
affairs. The prospectus of Fidelity 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.

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 the largest no-load international mutual fund asset managers with
approximately $42.5 billion (as of December 31, 1999) under management in its
offices in Baltimore, London, Tokyo, Hong Kong, Singapore and Buenos Aires.

For a listing of the Funds and their managers, see "What Are My Investment
Choices?", above.

CAN I MAKE TRANSFERS AMONG THE FUNDS AND THE FIXED ACCOUNT?

Yes. The Policy permits you to transfer Policy Value among the available
Sub-Accounts and between the Sub-Accounts and the General Account of the
Company, subject to certain limitations described under THE POLICY -- "Transfer
Privilege." Under present law, you will incur no current taxes on transfers
while your money is in the Policy.

HOW MUCH CAN I INVEST AND HOW OFTEN?

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

                                       14
<PAGE>
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 after the Final Payment Date 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." There is some uncertainty as to the tax treatment of a preferred
loan, which may be treated as a taxable withdrawal from the Policy. See FEDERAL
TAX CONSIDERATIONS, "Policy Loans."

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

CAN I MAKE FUTURE CHANGES UNDER MY POLICY?

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

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

    - Transfer your ownership to someone else

    - Change the beneficiary

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

    - Make transfers of policy value among the funds

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

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

    - Add or remove optional insurance benefits provided by Rider

CAN I CONVERT MY POLICY INTO A FIXED 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.

                                       15
<PAGE>
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 (excluding loan foreclosure). For
more information, see "Guaranteed Death Benefit Rider."

If the Insured has not died, you may reinstate your Policy within three years
after the grace period. The Insured must provide evidence of insurability
subject to our then current underwriting standards. In addition, you must either
repay or reinstate any outstanding loans and make payments sufficient to keep
the Policy in force for three months. See POLICY TERMINATION AND REINSTATEMENT.

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

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

CAN THE POLICIES BE ISSUED IN CONNECTION WITH TSA PLANS?

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

HOW IS MY POLICY TAXED?

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

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

A Policy may be considered a "modified endowment contract." This may occur if
total payments during the first seven Policy years (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 annual
payments. If the

                                       16
<PAGE>
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% additional 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. The
Policy and its attached application or enrollment form are the entire agreement
between you and the Company.

THE PURPOSE OF THE POLICY IS TO PROVIDE INSURANCE PROTECTION FOR THE
BENEFICIARY. IT MAY NOT BE ADVANTAGEOUS TO PURCHASE FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE AS A REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE, OR IF YOU
ALREADY OWN A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY SIMILAR OR COMPARABLE TO A
SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                                       17
<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, 1999, the Company had over $17 billion in assets and
over $26 billion of life insurance in force. 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, Fidelity 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 UNDERLYING FUNDS

Each Underlying Fund pays a management fee to an investment manager or adviser
for managing and providing services to the Underlying Fund. However, management
fee waivers and/or reimbursements may be in effect for certain or all of the
Underlying Funds. For specific information regarding the existence and effect of
any waiver/reimbursements see "WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?"
under the SUMMARY OF FEES AND CHARGES section. The prospectuses of the
Underlying Funds also contain information regarding fees for advisory services
and should be read in conjunction with this prospectus.

                                       18
<PAGE>
ALLMERICA INVESTMENT TRUST

Allmerica Investment 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, or other 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 are held separate from the assets of
the other funds. Each fund operates as a separate investment vehicle. The income
or losses of one fund have no effect on the investment performance of another
fund. The sub-accounts reinvest dividends and/or capital gains distributions
received from a fund in more shares of that fund as retained assets.

Allmerica Financial Investment Management Services, Inc. ("AFIMS") serves as
investment manager of the Trust. AFIMS, which is a wholly-owned subsidiary of
Allmerica Financial, has entered into agreements with other investment managers
("Sub-Advisers"), who manage the investments of the Funds. The Trustees have
responsibility for the supervision of the affairs of the Trust. The Trustees
have entered into a management agreement with AFIMS

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

FIDELITY VIP

Fidelity VIP, managed by Fidelity Management & Research Company ("FMR"), is an
open-end, diversified, management investment company organized as a
Massachusetts business trust on November 13, 1981 and

                                       19
<PAGE>
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, FIDELITY VIP AND T.
ROWE PRICE THAT ACCOMPANY THIS PROSPECTUS. THE PROSPECTUSES OF THE TRUST,
FIDELITY 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 Investment Management North America 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.
Realization of income is not a significant investment consideration and any
income realized on the Fund's investments will be incidental to its primary
objective. The Fund will invest primarily in common stock of industries and
companies which are experiencing favorable demand for their products and
services, and which operate in a favorable competitive environment and
regulatory climate. The Sub-Adviser for the Select Capital Appreciation Fund is
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.

                                       20
<PAGE>
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 TCW Investment Management Company.

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 J. P. Morgan Investment Management 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
Fidelity 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.

                                       21
<PAGE>
                SUBSTITUTION OF SHARES OF THE SELECT INCOME FUND

On January 31, 2000, the Company, First Allmerica (collectively, the
"Companies") and several other applicants filed an application with the
Securities and Exchange Commission in part seeking an order approving the
substitution of shares of the Select Investment Grade Income Fund of Allmerica
Investment Trust for shares of the Select Income Fund. To the extent required by
law, approvals of such substitutions will also be obtained from the state
insurance regulators in certain jurisdictions. The Companies will bear any
expenses in connection with the proposed substitution. Although subject to
change and obtaining necessary regulatory approvals, the Companies are currently
planning to effect the substitution on or about July 1, 2000.

The Select Investment Grade Income Fund seeks as high a level of total return,
which includes capital appreciation as well as income, as is consistent with
prudent investment management. Allmerica Asset Management, Inc. is the
Sub-Adviser of the Select Investment Grade Income Fund. For more information
about the Select Investment Grade Income Fund, see the prospectus of the Trust.

Under the proposed substitution, during the period from February 14, 2000 until
the date the Select Income Fund is replaced by the Select Investment Grade
Income Fund, a Policy owner with value in the Sub-Account investing in the
Select Income Fund may make one transfer of all amounts in that Sub-Account to
and among any of the other Sub-Accounts and the Fixed Account. This transfer of
all amounts from the Sub-Account investing in the Select Income Fund prior to
the substitution date will be free of any transfer charge and will not count as
one of the twelve transfers guaranteed to be free of the transfer charge in each
Policy year. In addition, on the date the proposed substitution is completed, a
Policy Owner that has amounts invested in the Select Investment Grade Income
Fund as a result of the substitution will have a period of 60 days to make one
transfer of all amounts allocated to the Sub-Account investing in the Select
Investment Grade Income Fund to any one or more of the investment options
available under the Policy. This transfer will be free of any transfer charge
and will not count as one of the twelve transfers guaranteed to be free of the
transfer charge in that Policy year. All Policy owners with value in the
affected Sub-Account on the date the substitution is made will receive written
notice that the substitution has been completed.

THE TERMS AND CONDITIONS OF THE PROPOSED SUBSTITUTION ARE SUBJECT TO CHANGE. IN
PARTICULAR, THE TERMS AND CONDITIONS OF ANY SEC EXEMPTION ORDER, IF AND WHEN
GRANTED, MAY REQUIRE CHANGES IN THE PROPOSED SUBSTITUTION.

                                       22
<PAGE>
                                   THE POLICY

APPLYING 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 issue 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.

                                       23
<PAGE>
If your Policy provides for a full refund under its "Right to Examine Policy"
provision, the Company will mail a refund to you within seven days. We may delay
a refund of any payment made by check until the check has cleared your bank.
Where required by state law, 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, 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 Fixed 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.

                                       24
<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 policy loans,
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 1.00% 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. Such
procedures may include, among other things, requiring some form of personal
identification prior to acting upon instructions received by telephone. 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. 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 not transfer that portion
of the policy value held in the fixed account that secures a Policy loan.)

                                       25
<PAGE>
TRANSFER PRIVILEGES SUBJECT TO POSSIBLE LIMITS

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 to and from 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 under the Policy.

These rules are subject to change by the Company.

DOLLAR-COST AVERAGING OPTION AND AUTOMATIC REBALANCING OPTION

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 ("Dollar-Cost Averaging
      Option")

    - To reallocate policy value among the sub-accounts on a quarterly,
      semiannual or annual schedule ("Automatic Rebalancing Option").

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.

SPECIAL TRANSFER PRIVILEGE UNDER PROPOSED SUBSTITUTION

The Company has requested the necessary regulatory approvals to substitute
shares of the Select Investment Grade Income Fund of the Allmerica Investment
Trust for shares of the currently offered Select Income Fund. Subject to
receiving the necessary approvals, this substitution will take place on or about
July 1, 2000. Policy Owners who have amounts invested in the Sub-Account
investing in the Select Income Fund have certain special transfer rights before
and after the proposed substitution is completed. For more information, see
SUBSTITUTION OF SHARES OF THE SELECT INCOME FUND.

                                       26
<PAGE>
DEATH BENEFIT

The Policy provides two death benefit options: The Level Option and the
Adjustable Option (for more information, see LEVEL OPTION AND ADJUSTABLE
OPTION). If the Policy is in force on the Insured's death, we will, with due
proof of death, pay the net death benefit under the applicable death benefit
option to the named beneficiary. We will normally pay the net death benefit
within seven days of receiving due proof of the Insured's death, but we may
delay payment of net death benefits. See OTHER POLICY PROVISIONS -- "Delay of
Payments." The beneficiary may receive the net death benefit in a lump sum or
under a payment option. See APPENDIX C -- PAYMENT OPTIONS.

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

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

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

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

After the final payment date, if the Guaranteed Death Benefit Rider is not in
effect, the net death benefit is:

    - The policy value MINUS

    - Any outstanding loan

Where permitted by state law, we will compute the Net Death Benefit on

    - The date we receive due proof of the Insured's death under the Adjustable
      Option OR

    - The date of death for the Level Option.

If required by state law, we will compute the Net Death Benefit on the date of
death for the Adjustable Option as well as for the Level Option.

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.

                                       27
<PAGE>
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.

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.

                                       28
<PAGE>
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 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

                                       29
<PAGE>
(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.

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

                                       30
<PAGE>
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

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 the following order:

    - the Face Amount provided by the most recent increase;

    - the next most recent increases successively; and

    - the initial Face Amount

                                       31
<PAGE>
On a decrease in the face amount, we will deduct from the policy value a
transaction charge of $50 and, if applicable, any surrender charge. You may
allocate the deduction to one sub-account. If you make no allocation, we will
make a pro-rata allocation. We will reduce the surrender charge by the amount of
any surrender charge deducted.

POLICY VALUE

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

    - Your accumulation in the fixed account PLUS

    - The value of your units in the sub-accounts

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

Your policy value is affected by the:

    - Frequency and amount of your net payments

    - Interest credited in the fixed account

    - Investment performance of your sub-accounts

    - Partial withdrawals

    - Loans, loan repayments and loan interest paid or credited

    - Charges and deductions under the Policy

    - The death benefit option

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

    - The value of the amount allocated to the money market fund, net of
      mortality and expense risk charges, administrative charges and fund
      expenses (see THE POLICY -- "Applying 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.

                                       32
<PAGE>
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.

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.

                                       33
<PAGE>
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 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."

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%.

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<PAGE>
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."

                                       35
<PAGE>
                             CHARGES AND DEDUCTIONS

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.

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.

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.

                                       36
<PAGE>
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.

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

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<PAGE>
       - The face amount PLUS the policy value, if you selected the Adjustable
         Option

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

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

    - Male, female or blended unisex rate table

    - Age and underwriting class of the Insured

    - Effective date of an increase or date of any Rider

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

                                       38
<PAGE>
    - Regulatory filing fees and other fees

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

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

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

FUND EXPENSES -- The value of the units of the sub-accounts will reflect the
investment advisory fee and other expenses of the funds whose shares the
sub-accounts purchase. The prospectuses and statements of additional information
of the Trust, Fidelity 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

                                       39
<PAGE>
initial face amount and 25% to the increase. All future payments would also be
allocated 75% to the initial face amount and 25% to the increase.

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

    - First, the most recent increase

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

    - Third, the initial face amount.

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

    - The decrease DIVIDED by the current face amount TIMES

    - the surrender charge

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

See APPENDIX E -- CALCULATION OF 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. The transaction fee applies to all partial
withdrawals, including a Withdrawal without a surrender charge (described
below).

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

                                       40
<PAGE>
that Policy year. We reserve the right to increase the charge, but it will never
exceed $25. This charge reimburses us for the administrative costs of processing
the transfer.

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

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

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

    - A transfer to the fixed account to secure a loan

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

CHARGE FOR CHANGE IN FACE AMOUNT

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

OTHER ADMINISTRATIVE CHARGES

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

    - Changing net payment allocation instructions

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

    - Providing a projection of values

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

                                       41
<PAGE>
                                  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% (currently 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. You may change a preferred loan to a non-preferred loan at any time upon
written request. 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%.

There is some uncertainty as to the tax treatment of a preferred loan, which may
be treated as a taxable withdrawal from the Policy. 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.

                                       42
<PAGE>
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;

                                         OR

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

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

                                       43
<PAGE>
    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.

                                       44
<PAGE>
    MINIMUM AMOUNT PAYABLE -- If reinstatement is requested when less than 48
    monthly insurance protection charges have been paid since the date of issue
    or increase in the face amount, you must pay the lesser of:

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

        - the SUM of:

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

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

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

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

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

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

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

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

    You may reinstate any outstanding loan.

                              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.

                                       45
<PAGE>
    ASSIGNMENT

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

    THE FOLLOWING POLICY PROVISIONS MAY VARY BY STATE.

    LIMIT ON RIGHT TO CHALLENGE POLICY

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

    SUICIDE

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

    MISSTATEMENT OF AGE OR SEX

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

    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.

                                       46
<PAGE>
                             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 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. So long as the Policies are 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 be 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

                                       47
<PAGE>
    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 convert your preferred loan to a non-preferred
    loan. However, it is possible that, notwithstanding the conversion, some or
    all of the loan could be treated as a taxable withdrawal from the Policy.

    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 business-owned policies covering officers or 20-percent
    owners, up to a maximum equal to the greater of (1) five individuals or
    (2) the lesser of (a) 5% of the total number of officers and employees of
    the corporation or (b) 20 individuals.

    POLICIES ISSUED IN CONNECTION WITH TSA PLANS

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

    A Policy issued in connection with a TSA Plan will be endorsed to reflect
    the restrictions under Section 403(b) of the Code. The 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 annual payments. In
    addition, if benefits are reduced at anytime during the life of the Policy,
    there may be adverse tax consequences. Please consult your tax adviser.

                                       48
<PAGE>
    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% additional tax is imposed on
    that part of any distribution that is includible in income, unless the
    distribution is:

        - Made after the taxpayer becomes disabled,

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

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

    All modified endowment contracts issued by the same insurance company to the
    same policy owner during any calendar 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, when required by state insurance regulatory authorities, disregard
    voting instructions if the instructions require that Fund shares be voted so
    as (1) to cause to change in the sub-classification or investment objective
    of one or more of the Funds, or (2) to approve or disapprove an investment
    advisory contract for the Funds. In addition, we may disregard voting
    instructions that are in favor of any change in the investment policies or
    in any investment adviser or principal underwriter if the change has been
    initiated by Contract Owners or the Trustees. Our disapproval of any such
    change must be reasonable and, in the case of a change in investment
    policies or investment adviser, based on a good faith determination that
    such change would be contrary to state law or otherwise is inappropriate in
    light of the objectives and purposes of the Funds. In the event we do
    disregard voting instructions, a summary of and the reasons for that action
    will be included in the next periodic report to Contract Owners.

                                       49
<PAGE>
                DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

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

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

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

Mary Eldridge                         Secretary (since 1999) of First Allmerica; Secretary
  Secretary                           (since 1999) of Allmerica Investments, Inc.; and
                                      Secretary (since 1999) of Allmerica Financial
                                      Investment Management
                                      Services, Inc.

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

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

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

James R. McAuliffe                    Director (since 1996) of First Allmerica; Director
  Director                            (since 1992), President (since 1994) and Chief
                                      Executive Officer (since 1996) of Citizens Insurance
                                      Company of America

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

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

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

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

                                       50
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY           PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------           ----------------------------------------------
<S>                                   <C>
Robert P. Restrepo, Jr.               Director and Vice President (since 1998) of First
  Director                            Allmerica; Director (since 1998) of The Hanover
                                      Insurance Company; Chief Executive Officer (1996 to
                                      1998) of Travelers Property & Casualty; Senior Vice
                                      President (1993 to 1996) of Aetna Life & Casualty
                                      Company

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

                                  DISTRIBUTION

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

We pay to broker-dealers who sell the Policy commissions based on a commission
schedule. After the date of issue or an increase in Face Amount, commissions
will be 90% of the first-year payments up to a payment 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, overrides and
promotional incentives or payments may also be provided to General Agents,
independent marketing organizations, and broker-dealers based on sales volumes,
the assumption of wholesaling functions or other sales-related criteria. 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.

                                    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

                                       51
<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. The Owner should
review the information in all statements carefully. All errors or corrections
must be reported to the Company immediately to assure proper crediting to the
Contract. The Company will assume that all transactions are accurately reported
on confirmation statements and quarterly/ annual statements unless the Owner
notifies the Principal Office in writing within 30 days after receipt of the
statement. 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, Fidelity 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 and Allmerica Investments, Inc. are not involved in any
litigation that is materially important to their 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 Fidelity 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, Fidelity 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 and
shared 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:

                                       52
<PAGE>
    - Operated as a management company under the 1940 Act

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

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

                              FURTHER INFORMATION

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

                    MORE INFORMATION ABOUT THE FIXED ACCOUNT

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

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 AND POLICY LOANS

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. Thus, if a payment has been allocated
to the Fixed Account for less than one Policy year, the interest rate credited
to such payment may be greater or less than the interest rate credited to
payments that have been allocated to the Policy for more than one Policy year.

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.

                                       53
<PAGE>
TRANSFERS, SURRENDERS, AND PARTIAL WITHDRAWALS

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. This means that the
last payments allocated to Fixed Account will be withdrawn first.

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.

                            INDEPENDENT ACCOUNTANTS

The financial statements of the Company as of December 31, 1999 and 1998 and for
each of the three years in the period ended December 31, 1999, and the financial
statements of Allmerica Select Separate Account II of the Company as of
December 31, 1999 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 PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

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

                              FINANCIAL STATEMENTS

Financial Statements for the Company and for the Variable Account are included
in this Prospectus, beginning immediately after the Appendices. 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.

                                       54
<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%
    41....................................................      245%
    42....................................................      240%
    43....................................................      235%
    44....................................................      220%
    45....................................................      215%
    46....................................................      209%
    47....................................................      203%
    48....................................................      197%
    49....................................................      191%
    50....................................................      185%
    51....................................................      178%
    52....................................................      171%
    53....................................................      164%
    54....................................................      157%
    55....................................................      150%
    56....................................................      146%
    57....................................................      142%
    58....................................................      138%
    59....................................................      134%
    60....................................................      130%
    61....................................................      128%
    62....................................................      126%
    63....................................................      124%
    64....................................................      122%
    65....................................................      120%
    70....................................................      115%
    71....................................................      113%
    72....................................................      111%
    73....................................................      109%
    74....................................................      107%
    75-90.................................................      105%
    91....................................................      104%
    92....................................................      103%
    93....................................................      102%
    94....................................................      101%
    95 and above..........................................      100%
</TABLE>

                                      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 your 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 costs 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 Fact 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 assumed 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 rate of 0%, 6%, and 12%. The
second column of the tables show the amount which would accumulate if the
premiums 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 Charges 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 1999, ranged from an
annual rate of 0.29% to an annual rate of 1.92% 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.

Until further notice, Allmerica Financial Investment Management Services, Inc.
("AFIMS") has declared a voluntary expense limitation of 1.50% of average net
assets for Select International Equity Fund, 1.35% for Select Aggressive Growth
Fund and Select Capital Appreciation Fund, 1.25% for Select Value Opportunity

                                      D-1
<PAGE>
Fund, 1.20% for Select Growth Fund, 1.10% for Select Growth and Income Fund,
1.00% for Select Income Fund, and 0.60% for Money Market Fund. The total
operating expenses of these Funds of the Trust were less than their respective
expense limitations throughout 1999.

Until further notice, AFIMS has declared a voluntary expense limitation of 1.20%
of average daily net assets for the Select Strategic Growth Fund. In addition,
AFIMS has agreed to voluntarily waive its management fee to the extent that
expenses of the Select Emerging Markets Fund exceed 2.00% of the Fund's average
daily net assets, except that such waiver shall not exceed the net amount of
management fees earned by AFIMS from the Fund after subtracting fees paid by
AFIMS to a sub-advisor. Until further notice, the Select Value Opportunity
Fund's management fee rate has been voluntarily limited to an annual rate of
0.90% of average daily net assets, and total expenses are limited to 1.25% of
average daily net assets. The declaration of a voluntary management fee or
expense limitation in any year does not bind AFIMS to declare future expense
limitations with respect to these Funds. These limitations may be terminated at
any time.

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

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 tables 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 rates 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
                                                          MALE NON-SMOKER AGE 30
                                                            SUM INSURED OPTION 2

                 BASED ON CURRENT MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
           PREMIUMS            HYPOTHETICAL 0%                HYPOTHETICAL 6%                  HYPOTHETICAL 12%
           PAID PLUS       GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
           INTEREST     -----------------------------  -----------------------------  ----------------------------------
 POLICY      AT 5%      SURRENDER   POLICY     DEATH   SURRENDER   POLICY     DEATH    SURRENDER     POLICY      DEATH
  YEAR   PER YEAR (1)     VALUE    VALUE (2)  BENEFIT    VALUE    VALUE (2)  BENEFIT     VALUE      VALUE (2)   BENEFIT
 ------  -------------  ---------  ---------  -------  ---------  ---------  -------  ------------  ---------  ---------
 <S>     <C>            <C>        <C>        <C>      <C>        <C>        <C>      <C>           <C>        <C>
   1          2,100         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
SURRENDER 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

                                                               AMOUNT = $100,000
                                                          MALE NON-SMOKER AGE 30
                                                            SUM INSURED OPTION 2

                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
           PREMIUMS            HYPOTHETICAL 0%                 HYPOTHETICAL 6%                   HYPOTHETICAL 12%
           PAID PLUS       GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           INTEREST     ------------------------------  ------------------------------  -----------------------------------
 POLICY      AT 5%      SURRENDER    POLICY     DEATH   SURRENDER    POLICY     DEATH    SURRENDER      POLICY      DEATH
  YEAR   PER YEAR (1)     VALUE    VALUE (2)   BENEFIT    VALUE    VALUE (2)   BENEFIT     VALUE      VALUE (2)    BENEFIT
 ------  -------------  ---------  ----------  -------  ---------  ----------  -------  ------------  ----------  ---------
 <S>     <C>            <C>        <C>         <C>      <C>        <C>         <C>      <C>           <C>         <C>
   1          2,100         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 $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
SURRENDER 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-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%                   HYPOTHETICAL 12%
           PAID PLUS       GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           INTEREST     ------------------------------  ------------------------------  -----------------------------------
 POLICY      AT 5%      SURRENDER    POLICY     DEATH   SURRENDER    POLICY     DEATH    SURRENDER      POLICY      DEATH
  YEAR   PER YEAR (1)     VALUE    VALUE (2)   BENEFIT    VALUE    VALUE (2)   BENEFIT     VALUE      VALUE (2)    BENEFIT
 ------  -------------  ---------  ----------  -------  ---------  ----------  -------  ------------  ----------  ---------
 <S>     <C>            <C>        <C>         <C>      <C>        <C>         <C>      <C>           <C>         <C>
   1          4,410           0       3,171    250,000        65       3,387   250,000         282        3,604     250,000
   2          9,041       2,913       6,238    250,000     3,544       6,870   250,000       4,203        7,529     250,000
   3         13,903       6,275       9,185    250,000     7,524      10,434   250,000       8,879       11,789     250,000
   4         19,008       9,532      12,027    250,000    11,603      14,097   250,000      13,942       16,437     250,000
   5         24,368      12,668      14,746    250,000    15,767      17,846   250,000      19,415       21,494     250,000
   6         29,996      15,680      17,343    250,000    20,020      21,683   250,000      25,342       27,005     250,000
   7         35,906      18,561      19,808    250,000    24,356      25,603   250,000      31,763       33,010     250,000
   8         42,112      21,298      22,129    250,000    28,766      29,597   250,000      38,722       39,553     250,000
   9         48,627      23,882      24,298    250,000    33,245      33,661   250,000      46,271       46,687     250,000
   10        55,469      26,298      26,298    250,000    37,782      37,782   250,000      54,466       54,466     250,000
   11        62,652      28,582      28,582    250,000    42,424      42,424   250,000      63,427       63,427     250,000
   12        70,195      30,751      30,751    250,000    47,211      47,211   250,000      73,298       73,298     250,000
   13        78,114      32,809      32,809    250,000    52,155      52,155   250,000      84,187       84,187     250,000
   14        86,430      34,757      34,757    250,000    57,265      57,265   250,000      96,217       96,217     250,000
   15        95,161      36,587      36,587    250,000    62,546      62,546   250,000     109,520      109,520     250,000
   16       104,330      38,297      38,297    250,000    68,008      68,008   250,000     124,247      124,247     250,000
   17       113,956      39,882      39,882    250,000    73,659      73,659   250,000     140,571      140,571     250,000
   18       124,064      41,335      41,335    250,000    79,506      79,506   250,000     158,685      158,685     250,000
   19       134,677      42,646      42,646    250,000    85,557      85,557   250,000     178,812      178,812     250,000
   20       145,821      43,808      43,808    250,000    91,823      91,823   250,000     201,208      201,208     250,000
 Age 60      95,161      36,587      36,587    250,000    62,546      62,546   250,000     109,520      109,520     250,000
 Age 65     145,821      43,808      43,808    250,000    91,823      91,823   250,000     201,208      201,208     250,000
 Age 70     210,477      47,405      47,405    250,000   127,125     127,125   250,000     353,475      353,475     410,031
 Age 75     292,995      45,138      45,138    250,000   170,558     170,558   250,000     601,316      601,316     643,408
</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.

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
SURRENDER 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-5
<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 GUARANTEED MONTHLY INSURANCE PROTECTION
                             CHARGES WITHOUT RIDERS

<TABLE>
<CAPTION>
           PREMIUMS            HYPOTHETICAL 0%                 HYPOTHETICAL 6%                   HYPOTHETICAL 12%
           PAID PLUS       GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           INTEREST     ------------------------------  ------------------------------  -----------------------------------
 POLICY      AT 5%      SURRENDER    POLICY     DEATH   SURRENDER    POLICY     DEATH    SURRENDER      POLICY      DEATH
  YEAR   PER YEAR (1)     VALUE    VALUE (2)   BENEFIT    VALUE    VALUE (2)   BENEFIT     VALUE      VALUE (2)    BENEFIT
 ------  -------------  ---------  ----------  -------  ---------  ----------  -------  ------------  ----------  ---------
 <S>     <C>            <C>        <C>         <C>      <C>        <C>         <C>      <C>           <C>         <C>
   1          4,410           0        3,165   250,000        60       3,382   250,000         277        3,599     250,000
   2          9,041       2,897        6,223   250,000     3,528       6,854   250,000       4,187        7,512     250,000
   3         13,903       6,237        9,147   250,000     7,483      10,393   250,000       8,836       11,746     250,000
   4         19,008       9,476       11,970   250,000    11,539      14,033   250,000      13,871       16,365     250,000
   5         24,368      12,589       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    19,867      21,530   250,000      25,160       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      38,385       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            0   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.

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
SURRENDER 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-6
<PAGE>
                                   APPENDIX E
                    CALCULATION OF 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
</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>
   25       10.33     10.94      10.06     10.37      10.27     10.82
   26       10.41     11.04      10.13     10.46      10.35     10.92
   27       10.49     11.16      10.21     10.54      10.43     11.03
   28       10.58     11.28      10.28     10.64      10.52     11.15
   29       10.68     11.42      10.37     10.74      10.61     11.28
   30       10.78     11.56      10.45     10.84      10.71     11.41
   31       10.89     11.71      10.54     10.96      10.82     11.55
   32       11.00     11.87      10.64     11.07      10.93     11.70
   33       11.12     12.03      10.74     11.20      11.05     11.86
   34       11.25     12.21      10.85     11.33      11.17     12.03
   35       11.39     12.41      10.96     11.47      11.30     12.21
   36       11.54     12.61      11.08     11.61      11.44     12.40
   37       11.69     12.82      11.21     11.77      11.59     12.60
   38       11.85     13.05      11.34     11.93      11.75     12.82
   39       12.03     13.29      11.48     12.10      11.92     13.04
   40       12.21     13.54      11.63     12.28      12.09     13.28
   41       12.40     13.81      11.79     12.46      12.28     13.53
   42       12.61     14.09      11.95     12.66      12.47     13.79
   43       12.83     14.39      12.12     12.86      12.68     14.07
   44       13.06     14.71      12.30     13.07      12.90     14.36
   45       13.30     15.04      12.50     13.29      13.14     14.67
   46       13.56     15.39      12.70     13.53      13.38     14.99
   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
</TABLE>

                                      E-2
<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>
   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>

                                    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 X 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.

                                      E-3
<PAGE>
                                   APPENDIX F
                            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.

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

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

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

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

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

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

    - Dow Jones Industrial Average ("DJIA")

    - Shearson Lehman Aggregate Bond Index

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

    - Other groups of variable life separate accounts or other investment
      products tracked by Lipper Inc.

    - 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.

                                      F-1
<PAGE>
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 ("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,
1999. "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.

                                      F-2
<PAGE>
                                   TABLE I(A)
       AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1999
                      SINCE INCEPTION OF THE 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>
                                                                                                10 YEARS
                                                           ONE-YEAR                              OR LIFE
                                                            TOTAL                5           OF SUB-ACCOUNT
UNDERLYING FUND                                             RETURN             YEARS            (IF LESS)
<S>                                                    <C>                 <C>                <C>
Select Emerging Markets Fund                                -56.54%             N/A              -44.45%
Select International Equity Fund                            -86.70%             N/A                5.95%
T. Rowe Price International Stock Portfolio                 -85.28%             N/A                1.19%
Select Aggressive Growth Fund                               -80.55%             N/A               11.44%
Select Capital Appreciation Fund                            -92.31%             N/A                9.05%
Select Value Opportunity Fund                              -100.00%             N/A              -64.22%
Select Growth Fund                                          -88.38%             N/A               18.18%
Select Strategic Growth Fund                               -100.00%             N/A              -53.47%
Fidelity VIP Growth Portfolio                               -81.63%             N/A               18.12%
Select Growth and Income Fund                               -98.44%             N/A                9.05%
Fidelity VIP Equity-Income Portfolio                       -100.00%             N/A                4.35%
Fidelity VIP High Income Portfolio                         -100.00%             N/A               -3.97%
Select Income Fund                                         -100.00%             N/A               -7.95%
Money Market Fund                                          -100.00%             N/A               -8.78%
</TABLE>

The inception dates for the Sub-Accounts are: 5/1/95 for Money Market, Select
Aggressive Growth, Select Growth, Select Growth and Income, Select Income,
Select International Equity, Select Capital Appreciation, Fidelity VIP
Equity-Income, Fidelity VIP Growth, and Fidelity VIP High Income; 8/23/95 for T.
Rowe Price International Stock; and 2/20/98 for Select Emerging Markets, Select
Value Opportunity and Select Strategic Growth.

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.

                                      F-3
<PAGE>
                                   TABLE I(B)
       AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1999
                      SINCE INCEPTION OF THE 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 and all Sub-Account 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>
                                                                                                10 YEARS
                                                           ONE-YEAR                              OR LIFE
                                                            TOTAL                5           OF SUB-ACCOUNT
UNDERLYING FUND                                             RETURN             YEARS            (IF LESS)
<S>                                                    <C>                 <C>                <C>
Select Emerging Markets Fund                                64.40%              N/A               14.30%
Select International Equity Fund                            30.66%              N/A               17.61%
T. Rowe Price International Stock Portfolio                 32.25%              N/A               14.64%
Select Aggressive Growth Fund                               37.55%              N/A               22.62%
Select Capital Appreciation Fund                            24.36%              N/A               20.43%
Select Value Opportunity Fund                               -5.46%              N/A               -3.31%
Select Growth Fund                                          28.77%              N/A               28.87%
Select Strategic Growth Fund                                15.13%              N/A                6.04%
Fidelity VIP Growth Portfolio                               36.34%              N/A               28.81%
Select Growth and Income Fund                               17.48%              N/A               20.43%
Fidelity VIP Equity-Income Portfolio                         5.48%              N/A               16.16%
Fidelity VIP High Income Portfolio                           7.29%              N/A                8.76%
Select Income Fund                                          -1.64%              N/A                5.29%
Money Market Fund                                            4.34%              N/A                4.58%
</TABLE>

The inception dates for the Sub-Accounts are: 5/1/95 for Money Market, Select
Aggressive Growth, Select Growth, Select Growth and Income, Select Income,
Select International Equity, Select Capital Appreciation, Fidelity VIP
Equity-Income, Fidelity VIP Growth, and Fidelity VIP High Income; 8/23/95 for T.
Rowe Price International Stock; and 2/20/98 for Select Emerging Markets, Select
Value Opportunity and Select Strategic Growth.

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.

                                      F-4
<PAGE>
                                  TABLE II(A)
       AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1999
                    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>
                                                            ONE-YEAR                              10 YEARS
                                                             TOTAL                5               OR LIFE OF
UNDERLYING FUND                                              RETURN             YEARS           FUND (IF LESS)
<S>                                                     <C>                 <C>               <C>
Select Emerging Markets Fund                                 -56.54%              N/A              -44.45%
Select International Equity Fund                             -86.70%             7.47%               5.87%
T. Rowe Price International Stock Portfolio                  -85.28%             3.62%               3.73%
Select Aggressive Growth Fund                                -80.55%            12.62%              14.21%
Select Capital Appreciation Fund                             -92.31%              N/A                9.10%
Select Value Opportunity Fund                               -100.00%             1.97%               3.66%
Select Growth Fund                                           -88.38%            18.71%              14.06%
Select Strategic Growth Fund                                -100.00%              N/A              -53.47%
Fidelity VIP Growth Portfolio                                -81.63%            19.42%              15.33%
Select Growth and Income Fund                                -98.44%            10.86%               9.20%
Fidelity VIP Equity-Income Portfolio                        -100.00%             7.53%               9.80%
Fidelity VIP High Income Portfolio                          -100.00%            -0.95%               7.57%
Select Income Fund                                          -100.00%            -5.40%              -1.87%
Money Market Fund                                           -100.00%            -7.06%               0.01%
</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; 5/2/94 for Select
International Equity; 4/28/95 for Select Capital Appreciation; 10/9/86 for
Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/19/85 for Fidelity VIP
High Income; 3/31/94 for T. Rowe Price International Stock; and 2/20/98 for
Select Emerging Markets and Select Strategic Growth.

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.

                                      F-5
<PAGE>
                                  TABLE II(B)
       AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1999
                    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 and all Sub-Account 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>
                                                            ONE-YEAR                               10 YEARS
                                                             TOTAL                5               OR LIFE OF
UNDERLYING FUND                                              RETURN             YEARS           FUND (IF LESS)
<S>                                                     <C>                 <C>               <C>
Select Emerging Markets Fund                                64.40%                N/A               14.30%
Select International Equity Fund                            30.66%              17.61%              14.56%
T. Rowe Price International Stock Portfolio                 32.25%              14.11%              12.38%
Select Aggressive Growth Fund                               37.55%              22.36%              19.74%
Select Capital Appreciation Fund                            24.36%                N/A               20.44%
Select Value Opportunity Fund                               -5.46%              12.62%              10.68%
Select Growth Fund                                          28.77%              28.05%              19.60%
Select Strategic Growth Fund                                15.13%                N/A                6.04%
Fidelity VIP Growth Portfolio                               36.34%              28.71%              18.99%
Select Growth and Income Fund                               17.48%              20.73%              14.99%
Fidelity VIP Equity-Income Portfolio                         5.48%              17.67%              13.67%
Fidelity VIP High Income Portfolio                           7.29%              10.00%              11.54%
Select Income Fund                                          -1.64%               6.07%               4.68%
Money Market Fund                                            4.34%               4.62%               4.39%
</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; 5/2/94 for Select
International Equity; 4/28/95 for the Select Capital Appreciation; 10/9/86 for
Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/19/85 for Fidelity VIP
High Income; 3/31/94 for the T. Rowe Price International Stock; and 2/20/98 for
Select Emerging Markets and Select Strategic Growth.

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.

                                      F-6
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income, shareholder's equity
and cash flows present fairly, in all material respects, the financial position
of Allmerica Financial Life Insurance and Annuity Company (the "Company") at
December 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
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
auditing standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
February 1, 2000
<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)                                     1999    1998    1997
 -------------                                     ----    ----    ----
 <S>                                              <C>     <C>     <C>
 REVENUES
     Premiums...................................  $  0.5  $  0.5  $ 22.8
     Universal life and investment product
       policy fees..............................   328.1   267.4   212.2
     Net investment income......................   150.2   151.3   164.2
     Net realized investment (losses) gains.....    (8.7)   20.0     2.9
     Other income...............................    36.9     0.6     1.4
                                                  ------  ------  ------
         Total revenues.........................   507.0   439.8   403.5
                                                  ------  ------  ------
 BENEFITS, LOSSES AND EXPENSES
     Policy benefits, claims and losses.........   173.6   153.9   187.8
     Policy acquisition expenses................    49.8    64.6     2.8
     Sales practice litigation..................    --      21.0    --
     Loss from cession of disability income
       business.................................    --      --      53.9
     Other operating expenses...................   151.3   104.1   101.3
                                                  ------  ------  ------
         Total benefits, losses and expenses....   374.7   343.6   345.8
                                                  ------  ------  ------
 Income before federal income taxes.............   132.3    96.2    57.7
                                                  ------  ------  ------
 FEDERAL INCOME TAX EXPENSE
     Current....................................    15.5    22.1    13.9
     Deferred...................................    30.5    11.8     7.1
                                                  ------  ------  ------
         Total federal income tax expense.......    46.0    33.9    21.0
                                                  ------  ------  ------
 Net income.....................................  $ 86.3  $ 62.3  $ 36.7
                                                  ======  ======  ======
</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, EXCEPT PER SHARE DATA)                        1999       1998
 ------------------------------------                      ---------  ---------
 <S>                                                       <C>        <C>
 ASSETS
   Investments:
     Fixed maturities at fair value (amortized cost of
       $1,354.2 and $1,284.6)............................  $ 1,324.6  $ 1,330.4
     Equity securities at fair value (cost of $25.2 and
       $27.4)............................................       32.6       31.8
     Mortgage loans......................................      223.7      230.0
     Policy loans........................................      166.8      151.5
     Real estate and other long-term investments.........       25.1       23.6
                                                           ---------  ---------
         Total investments...............................    1,772.8    1,767.3
                                                           ---------  ---------
   Cash and cash equivalents.............................      132.9      217.9
   Accrued investment income.............................       36.0       33.5
   Deferred policy acquisition costs.....................    1,156.4      950.5
   Reinsurance receivable on paid and unpaid losses,
     benefits and unearned premiums......................      287.2      308.0
   Other assets..........................................       64.8       46.9
   Separate account assets...............................   14,527.9   11,020.4
                                                           ---------  ---------
         Total assets....................................  $17,978.0  $14,344.5
                                                           =========  =========
 LIABILITIES
   Policy liabilities and accruals:
     Future policy benefits..............................  $ 2,274.7  $ 2,284.8
     Outstanding claims and losses.......................       13.7       17.9
     Unearned premiums...................................        2.6        2.7
     Contractholder deposit funds and other policy
       liabilities.......................................       44.3       38.1
                                                           ---------  ---------
         Total policy liabilities and accruals...........    2,335.3    2,343.5
                                                           ---------  ---------
   Expenses and taxes payable............................      216.8      146.2
   Reinsurance premiums payable..........................       17.9       45.7
   Deferred federal income taxes.........................       94.8       78.8
   Separate account liabilities..........................   14,527.9   11,020.4
                                                           ---------  ---------
         Total liabilities...............................   17,192.7   13,634.6
                                                           ---------  ---------
   Contingencies (Note 12)
 SHAREHOLDER'S EQUITY
   Common stock, $1,000 par value, 10,000 shares
     authorized, 2,526 and 2,524 shares, issued and
     outstanding.........................................        2.5        2.5
   Additional paid-in capital............................      423.7      407.9
   Accumulated other comprehensive (loss) income.........       (2.6)      24.1
   Retained earnings.....................................      361.7      275.4
                                                           ---------  ---------
         Total shareholder's equity......................      785.3      709.9
                                                           ---------  ---------
         Total liabilities and shareholder's equity......  $17,978.0  $14,344.5
                                                           =========  =========
</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)                                     1999     1998     1997
 -------------                                    -------  -------  -------
 <S>                                              <C>      <C>      <C>
 COMMON STOCK...................................  $  2.5   $  2.5   $  2.5
                                                  ------   ------   ------

 ADDITIONAL PAID-IN CAPITAL
     Balance at beginning of period.............   407.9    386.9    346.3
     Issuance of common stock...................    15.8     21.0     40.6
                                                  ------   ------   ------
     Balance at end of period...................   423.7    407.9    386.9
                                                  ------   ------   ------
 ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
     Net unrealized (depreciation) appreciation
       on investments:
     Balance at beginning of period.............    24.1     38.5     20.5
     (Depreciation) appreciation during the
       period:
         Net (depreciation) appreciation on
           available-for-sale securities........   (41.1)   (23.4)    27.0
         Benefit (provision) for deferred
           federal income taxes.................    14.4      9.0     (9.0)
                                                  ------   ------   ------
                                                   (26.7)   (14.4)    18.0
                                                  ------   ------   ------
     Balance at end of period...................    (2.6)    24.1     38.5
                                                  ------   ------   ------
 RETAINED EARNINGS
     Balance at beginning of period.............   275.4    213.1    176.4
     Net income.................................    86.3     62.3     36.7
                                                  ------   ------   ------
     Balance at end of period...................   361.7    275.4    213.1
                                                  ------   ------   ------
         Total shareholder's equity.............  $785.3   $709.9   $641.0
                                                  ======   ======   ======
</TABLE>

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

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

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
 FOR THE YEARS ENDED DECEMBER 31,
 (IN MILLIONS)                                  1999    1998    1997
 -------------                                 ------  ------  ------
 <S>                                           <C>     <C>     <C>
 Net income..................................  $ 86.3  $ 62.3  $36.7
 Other comprehensive (loss) income:
     Net (depreciation) appreciation on
       available-for-sale securities.........   (41.1)  (23.4)  27.0
     Benefit (provision) for deferred federal
       income taxes..........................    14.4     9.0   (9.0)
                                               ------  ------  -----
         Other comprehensive (loss) income...   (26.7)  (14.4)  18.0
                                               ------  ------  -----
     Comprehensive income....................  $ 59.6  $ 47.9  $54.7
                                               ======  ======  =====
</TABLE>

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

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

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
 FOR THE YEARS ENDED DECEMBER 31,
 (IN MILLIONS)                                  1999     1998     1997
 -------------                                 -------  -------  -------
 <S>                                           <C>      <C>      <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
     Net income..............................  $  86.3  $  62.3  $  36.7
     Adjustments to reconcile net income to
       net cash used in operating activities:
         Net realized losses/(gains).........      8.7    (20.0)    (2.9)
         Net amortization and depreciation...     (2.3)    (7.1)   --
         Sales practice litigation expense...    --        21.0    --
         Loss from cession of disability
           income business...................    --       --        53.9
         Deferred federal income taxes.......     30.5     11.8      7.1
         Payment related to cession of
           disability income business........    --       --      (207.0)
         Change in deferred acquisition
           costs.............................   (169.7)  (177.8)  (181.3)
         Change in reinsurance premiums
           payable...........................    (31.5)    40.8      3.9
         Change in accrued investment
           income............................     (2.5)     0.7      3.5
         Change in policy liabilities and
           accruals, net.....................     (8.4)   193.1    (72.4)
         Change in reinsurance receivable....     20.7    (56.9)    22.1
         Change in expenses and taxes
           payable...........................     64.1     55.4      0.2
         Other, net..........................    (14.8)   (28.5)    (7.1)
                                               -------  -------  -------
             Net cash (used in) provided by
               operating activities..........    (18.9)    94.8   (343.3)
                                               -------  -------  -------
 CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from disposals and maturities
       of available-for-sale fixed
       maturities............................    330.9    187.0    909.7
     Proceeds from disposals of equity
       securities............................     30.9     53.3      2.4
     Proceeds from disposals of other
       investments...........................      0.8     22.7     23.7
     Proceeds from mortgages matured or
       collected.............................     30.5     60.1     62.9
     Purchase of available-for-sale fixed
       maturities............................   (415.5)  (136.0)  (579.7)
     Purchase of equity securities...........    (20.2)   (30.6)    (3.2)
     Purchase of other investments...........    (44.1)   (22.7)    (9.0)
     Purchase of mortgages...................    --       (58.9)   (70.4)
     Other investing activities, net.........      2.0     (3.9)   --
                                               -------  -------  -------
         Net cash (used in) provided by
           investing activities..............    (84.7)    71.0    336.4
                                               -------  -------  -------
 CASH FLOWS FROM FINANCING ACTIVITIES
     Contribution from subsidiaries..........     14.6    --       --
     Proceeds from issuance of stock and
       capital paid in.......................      4.0     21.0     19.2
                                               -------  -------  -------
         Net cash provided by financing
           activities........................     18.6     21.0     19.2
                                               -------  -------  -------
 Net change in cash and cash equivalents.....    (85.0)   186.8     12.3
 Cash and cash equivalents, beginning of
  period.....................................    217.9     31.1     18.8
                                               -------  -------  -------
 Cash and cash equivalents, end of period....  $ 132.9  $ 217.9  $  31.1
                                               =======  =======  =======
 SUPPLEMENTAL CASH FLOW INFORMATION
     Interest paid...........................  $ --     $ --     $ --
     Income taxes paid.......................  $   4.4  $  36.2  $   5.4
</TABLE>

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

                                      F-5
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

Allmerica Financial Life Insurance and Annuity Company ("AFLIAC" or the
"Company") is organized as a stock life insurance company, and is a wholly-owned
subsidiary of First Allmerica Financial Life Insurance Company ("FAFLIC") which
is a wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"). As
noted below, the consolidated accounts of AFLIAC include the accounts of certain
wholly-owned non-insurance subsidiaries (principally brokerage and investment
advisory subsidiaries).

Prior to July 1, 1999, AFLIAC was a wholly-owned subsidiary of SMA Financial
Corporation ("SMAFCO"), which was a wholly-owned subsidiary of FAFLIC. Effective
July 1, 1999 and in connection with AFC's restructuring activities, SMAFCO was
renamed Allmerica Asset Management , Inc. ("AAM") and contributed it's ownership
of AFLIAC to FAFLIC. AAM also contributed Allmerica Investments, Inc., Allmerica
Investment Management Company, Inc., Allmerica Financial Investment Management
Services, Inc., and Allmerica Financial Services Insurance Agency, Inc., to
AFLIAC in exchange for one share of AFLIAC common stock. The equity of these
four companies on July 1, 1999 was $11.8 million. For the six months ended
December 31, 1999, the subsidiaries of AFLIAC had total revenue of $35.5 million
and total benefits, losses and expenses of $24.4 million. All significant
intercompany accounts and transactions have been eliminated.

In addition, effective November 1, 1999, the Company's consolidated financial
statements include five wholly-owned insurance agencies. These agencies are
Allmerica Investments Insurance Agency Inc. of Alabama, Allmerica Investments
Insurance Agency of Florida Inc., Allmerica Investment Insurance Agency Inc. of
Georgia, Allmerica Investment Insurance Agency Inc. of Kentucky, and Allmerica
Investments Insurance Agency Inc. of Mississippi.

The consolidated financial statements of AFLIAC include the accounts of Somerset
Square, Inc., a wholly-owned non-insurance company, which was transferred from
SMAFCO effective November 30, 1997 and dissolved as a subsidiary effective
November 30, 1998. Its results of operations are included for eleven months of
1998 and for the month of December, 1997.

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

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

B.  VALUATION OF INVESTMENTS

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

                                      F-6
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

Policy loans are carried principally at unpaid principal balances.

During 1997, the Company adopted a plan to dispose of all real estate assets. As
of December 31, 1999, there was one property remaining in the Company's real
estate portfolio, which is being actively marketed. This asset is carried at the
estimated fair value less costs of disposal. Depreciation is not recorded on
this asset while it is 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 or a group of investments is determined, a realized investment loss
is recorded. Changes in the valuation allowance for mortgage loans are included
in realized investment gains or losses.

C.  FINANCIAL INSTRUMENTS

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

D.  CASH AND CASH EQUIVALENTS

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

E.  DEFERRED POLICY ACQUISITION COSTS

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

                                      F-7
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

estimated total revenues over the contract periods based upon the same
assumptions used in estimating the liability for future policy benefits.

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

F.  SEPARATE ACCOUNTS

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

G.  POLICY LIABILITIES AND ACCRUALS

Future policy benefits are liabilities for life, disability income and annuity
products. Such liabilities are established in amounts adequate to meet the
estimated future obligations of policies in force. The liabilities associated
with traditional life insurance products are computed using the net level
premium method for individual life and annuity policies, and are based upon
estimates as to future investment yield, mortality and withdrawals that include
provisions for adverse deviation. Future policy benefits for individual life
insurance and annuity policies are computed using interest rates ranging from
3.0% to 6.0% for life insurance and 3 1/2% to 9 1/2% for annuities. Mortality,
morbidity and withdrawal assumptions for all policies are based on the Company's
own experience and industry standards. Liabilities for universal life, variable
universal life and variable annuities 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.
Liabilities for variable annuities include a reserve for benefit claims in
excess of a guaranteed minimum fund value.

Individual disability income benefit liabilities for active lives are estimated
using the net level premium method, and assumptions as to future morbidity 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 and losses are estimates of payments to be
made for reported claims and estimates of claims incurred but not reported for
individual life and disability income policies. These estimates are continually
reviewed and adjusted as necessary; such adjustments are reflected in current
operations.

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

                                      F-8
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

H.  PREMIUM AND FEE REVENUE AND RELATED EXPENSES

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

I.  FEDERAL INCOME TAXES

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

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

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

J.  OTHER INCOME AND OTHER OPERATING EXPENSES

Other income and other operating expenses for the year ended December 31, 1999
include investment management and brokerage income and sub-advisory expenses
arising from the activities of the non-insurance subsidiaries that were
transferred to AFLIAC during 1999, as more fully described in Note 1A.

                                      F-9
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

K.  NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement No. 133"), which establishes
accounting and reporting standards for derivative instruments. Statement No. 133
requires that an entity recognize all derivatives as either assets or
liabilities at fair value in the statement of financial position, and
establishes special accounting for the following three types of hedges; fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investments in foreign operations. This statement is effective for fiscal
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY (an indirect wholly-owned
subsidiary of Allmerica Financial Corporation) years beginning after June 15,
2000. The Company is currently assessing the impact of adoption of Statement No.
133.

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

In December 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments" ("SoP 97-3"). SoP 97-3 provides
guidance when a liability should be recognized for guaranty fund and other
assessments and how to measure the liability. This statement allows for the
discounting of the liability if the amount and timing of the cash payments are
fixed and determinable. In addition, it provides criteria for when an asset may
be recognized for a portion or all of the assessment liability or paid
assessment that can be recovered through premium tax offsets or policy
surcharges. This statement is effective for fiscal years beginning after
December 15, 1998. The adoption of this statement had no effect on the results
of operations or financial position of the Company.

In June 1997, the FASB issued Statement No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("Statement No. 131"). This statement
establishes standards for the way that public enterprises report information
about operating segments in annual financial statements and requires that
selected information about those operating segments be reported in interim
financial statements. This statement supersedes Statement No. 14, "Financial
Reporting for Segments of a Business Enterprise". Statement No. 131 requires
that all public enterprises report financial and descriptive information about
their reportable operating segments. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. This statement
is effective for fiscal years beginning after December 15, 1997. AFLIAC consists
of one segment, Allmerica Financial Services, which underwrites and distributes
variable annuities and variable universal life insurance via retail channels.

In June 1997, the FASB also issued Statement No. 130, "Reporting Comprehensive
Income" ("Statement No. 130"). Statement No. 130 establishes 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

                                      F-10
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

other events and circumstances from non-owner sources. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
adopted Statement No. 130 for the first quarter of 1998, which resulted
primarily in reporting unrealized gains and losses on investments in debt and
equity securities in comprehensive income.

L.  RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year
presentation.

2.  SIGNIFICANT TRANSACTIONS

During 1999, AFLIAC's parent contributed $11.8 million of additional paid-in
capital to the Company in the form of four subsidiaries as disclosed in Note 1A
above. These subsidiaries consisted of assets of $22.0 million, of which $14.6
million was cash and cash equivalents, and liabilities of $10.2 million. During
1999, 1998 and 1997, SMAFCO contributed $4.0 million, $21.0 million, and $40.6
million respectively, of additional paid-in capital to the Company. The nature
of the 1997 contribution was $19.2 million in cash and $21.4 million in other
assets including Somerset Square, Inc.

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

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

3.  INVESTMENTS

A.  SUMMARY OF INVESTMENTS

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

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

<TABLE>
<CAPTION>
                                                             1999
                                          -------------------------------------------
                                                       GROSS       GROSS
DECEMBER 31,                              AMORTIZED  UNREALIZED  UNREALIZED    FAIR
(IN MILLIONS)                             COST (1)     GAINS       LOSSES     VALUE
- -------------                             ---------  ----------  ----------  --------
<S>                                       <C>        <C>         <C>         <C>
U.S. Treasury securities and U.S.
 government and agency securities.......  $    5.2     $ 0.2       $--       $    5.4
States and political subdivisions.......      12.4       0.1       --            12.5
Foreign governments.....................      38.6       0.9         0.6         38.9
Corporate fixed maturities..............   1,180.0      10.3        38.9      1,151.4
Mortgage-backed securities..............     118.0       1.1         2.7        116.4
                                          --------     -----       -----     --------
Total fixed maturities..................  $1,354.2     $12.6       $42.2     $1,324.6
                                          ========     =====       =====     ========
Equity securities.......................  $   25.2     $ 7.4       $--       $   32.6
                                          ========     =====       =====     ========
</TABLE>

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

                                      F-11
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

(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, 1999, the amortized
cost and market value of these assets on deposit in New York were
$196.4 million and $193.0 million, respectively. At December 31, 1998, the
amortized cost and market value of assets on deposit were $268.5 million and
$284.1 million, respectively. In addition, fixed maturities, excluding those
securities on deposit in New York, with an amortized cost of $4.1 million and
$4.2 million were on deposit with various state and governmental authorities at
December 31, 1999 and 1998, respectively.

There were no contractual fixed maturity investment commitments at December 31,
1999.

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>
                                                                     1999
                                                              -------------------
DECEMBER 31,                                                  AMORTIZED    FAIR
(IN MILLIONS)                                                   COST      VALUE
- -------------                                                 ---------  --------
<S>                                                           <C>        <C>
Due in one year or less.....................................  $   54.5   $   54.8
Due after one year through five years.......................     349.1      347.2
Due after five years through ten years......................     652.9      637.1
Due after ten years.........................................     297.7      285.5
                                                              --------   --------
Total.......................................................  $1,354.2   $1,324.6
                                                              ========   ========
</TABLE>

                                      F-12
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                             EQUITY
FOR THE YEARS ENDED DECEMBER 31,                                FIXED      SECURITIES
(IN MILLIONS)                                                 MATURITIES  AND OTHER (1)  TOTAL
- -------------                                                 ----------  -------------  ------
<S>                                                           <C>         <C>            <C>
1999
Net appreciation, beginning of year.........................    $ 16.2       $  7.9      $ 24.1
                                                                ------       ------      ------
Net depreciation on available-for-sale securities...........     (75.3)        (0.2)      (75.5)
Net appreciation from the effect on deferred policy
 acquisition costs and on policy liabilities................      34.4       --            34.4
Benefit from deferred federal income taxes..................      14.3          0.1        14.4
                                                                ------       ------      ------
                                                                 (26.6)        (0.1)      (26.7)
                                                                ------       ------      ------
Net (depreciation) appreciation, end of year................    $(10.4)      $  7.8      $ (2.6)
                                                                ======       ======      ======

1998
Net appreciation, beginning of year.........................    $ 22.1       $ 16.4      $ 38.5
                                                                ------       ------      ------
Net depreciation on available-for-sale securities...........     (16.2)       (14.3)      (30.5)
Net appreciation from the effect on deferred policy
 acquisition costs and on policy liabilities................       7.1       --             7.1
Benefit from deferred federal income taxes..................       3.2          5.8         9.0
                                                                ------       ------      ------
                                                                  (5.9)        (8.5)      (14.4)
                                                                ------       ------      ------
Net appreciation, end of year...............................    $ 16.2       $  7.9      $ 24.1
                                                                ======       ======      ======

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

(1) Includes net (depreciation) appreciation on other investments of $(3.1)
    million, $0.9 million, and $1.3 million in 1999, 1998, and 1997,
    respectively.

B.  MORTGAGE LOANS AND REAL ESTATE

AFLIAC's mortgage loans are diversified by property type and location. The real
estate investment was obtained by an affiliate 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 the real estate investment net of
applicable reserves were $234.6 million and $244.5 million at December 31, 1999
and 1998, respectively. Reserves for mortgage loans were $2.4 million and
$3.3 million at December 31, 1999 and 1998, respectively.

                                      F-13
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During 1997, the Company committed to a plan to dispose of all real estate
assets. At December 31, 1999, there was one property remaining in the Company's
real estate portfolio which is being actively marketed. Depreciation is not
recorded on this asset while it is held for disposal.

There were no non-cash investing activities, including real estate acquired
through foreclosure of mortgage loans, in 1999, 1998 and 1997.

There were no material contractual commitments to extend credit under commercial
mortgage loan agreements at December 31, 1999.

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

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS)                                                  1999    1998
- -------------                                                 ------  ------
<S>                                                           <C>     <C>
Property type:
  Office building...........................................  $136.1  $129.2
  Residential...............................................    18.5    18.9
  Retail....................................................    28.3    37.4
  Industrial/warehouse......................................    51.1    59.2
  Other.....................................................     3.0     3.1
  Valuation allowances......................................    (2.4)   (3.3)
                                                              ------  ------
Total.......................................................  $234.6  $244.5
                                                              ======  ======
Geographic region:
  South Atlantic............................................  $ 60.7  $ 55.5
  Pacific...................................................    76.2    80.0
  East North Central........................................    35.9    41.4
  Middle Atlantic...........................................    20.1    22.5
  New England...............................................    29.9    26.9
  West South Central........................................     1.9     6.7
  Other.....................................................    12.3    14.8
  Valuation allowances......................................    (2.4)   (3.3)
                                                              ------  ------
Total.......................................................  $234.6  $244.5
                                                              ======  ======
</TABLE>

At December 31, 1999, scheduled mortgage loan maturities were as follows:
2000 -- $40.8 million; 2001 -- $6.3 million; 2002 -- $11.2 million; 2003 --
$0.5 million; 2004 -- $23.7 million; and $141.2 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 1999, the Company did not refinance any mortgage loans
based on terms which differed from those granted to new borrowers.

                                      F-14
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

C.  INVESTMENT VALUATION ALLOWANCES

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,                              BALANCE AT                           BALANCE AT
(IN MILLIONS)                                                 JANUARY 1   PROVISIONS  WRITE-OFFS  DECEMBER 31
- -------------                                                 ----------  ----------  ----------  ------------
<S>                                                           <C>         <C>         <C>         <C>
1999
Mortgage loans..............................................    $ 3.3       $(0.8)       $0.1         $2.4
                                                                =====       =====        ====         ====
1998
Mortgage loans..............................................    $ 9.4       $(4.5)       $1.6         $3.3
                                                                =====       =====        ====         ====
1997
Mortgage loans..............................................    $ 9.5       $ 1.1        $1.2         $9.4
Real estate.................................................      1.7         3.7         5.4        --
                                                                -----       -----        ----         ----
    Total...................................................    $11.2       $ 4.8        $6.6         $9.4
                                                                =====       =====        ====         ====
</TABLE>

Provisions on mortgages during 1999 and 1998 reflect the release of redundant
specific reserves. Write-offs of $5.4 million to the investment valuation
allowance related to real estate in 1997 primarily reflect write downs to the
estimated fair value less costs to sell pursuant to the aforementioned 1997 plan
of disposal.

The carrying value of impaired loans was $11.4 million and $15.3 million, with
related reserves of $0.7 million and $1.5 million as of December 31, 1999 and
1998, respectively. All impaired loans were reserved for as of December 31, 1999
and 1998.

The average carrying value of impaired loans was $14.3 million, $17.0 million
and $19.8 million, with related interest income while such loans were impaired
of $1.5 million, $2.0 million and $2.2 million as of December 31, 1999, 1998 and
1997, respectively.

D.  OTHER

At December 31, 1999 and 1998, AFLIAC had no concentration of investments in a
single investee exceeding 10% of shareholder's equity.

4.  INVESTMENT INCOME AND GAINS AND LOSSES

A.  NET INVESTMENT INCOME

The components of net investment income were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1999    1998    1997
- -------------                                                 ------  ------  ------
<S>                                                           <C>     <C>     <C>
Fixed maturities............................................  $107.2  $107.7  $130.0
Mortgage loans..............................................    19.0    25.5    20.4
Equity securities...........................................     0.4     0.3     1.3
Policy loans................................................    12.4    11.7    10.8
Real estate and other long-term investments.................     4.0     4.8     4.9
Short-term investments......................................     9.5     4.2     1.4
                                                              ------  ------  ------
    Gross investment income.................................   152.5   154.2   168.8
Less investment expenses....................................    (2.3)   (2.9)   (4.6)
                                                              ------  ------  ------
    Net investment income...................................  $150.2  $151.3  $164.2
                                                              ======  ======  ======
</TABLE>

                                      F-15
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

At December 31, 1999, the Company had fixed maturities with a carrying value of
$0.8 million on non-accrual status. There were no mortgage loans on non-accrual
status at December 31, 1999. There were no mortgage loans or fixed maturities on
non-accrual status at December 31, 1998. The effect of non-accruals, compared
with amounts that would have been recognized in accordance with the original
terms of the investments, was a reduction in net income of $1.2 million in 1999,
and had no impact in 1998 and 1997.

The payment terms of mortgage loans may from time to time be restructured or
modified. The investment in restructured mortgage loans, based on amortized
cost, amounted to $12.2 million, $12.6 million and $21.1 million at December 31,
1999, 1998 and 1997, respectively. Interest income on restructured mortgage
loans that would have been recorded in accordance with the original terms of
such loans amounted to $0.9 million, $1.4 million and $1.9 million in 1999,
1998, and 1997, respectively. Actual interest income on these loans included in
net investment income aggregated $1.1 million, $1.8 million and $2.1 million in
1999, 1998 and 1997, respectively.

There were no fixed maturities or mortgage loans which were non-income producing
for the year ended December 31, 1999.

Included in other long-term investments is income from limited partnerships of
$0.9 million and $0.7 million in 1999 and 1998, respectively. There was no
income from limited partnerships included in other long-term investments in
1997.

B.  NET REALIZED INVESTMENT GAINS AND LOSSES

Realized (losses) gains on investments were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1999   1998   1997
- -------------                                                 ------  -----  -----
<S>                                                           <C>     <C>    <C>
Fixed maturities............................................  $(18.8) $(6.1) $ 3.0
Mortgage loans..............................................     0.8    8.0   (1.1)
Equity securities...........................................     8.5   15.7    0.5
Real estate and other.......................................     0.8    2.4    0.5
                                                              ------  -----  -----
Net realized investment (losses) gains......................  $ (8.7) $20.0  $ 2.9
                                                              ======  =====  =====
</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>
1999
Fixed maturities............................................     $162.3      $ 2.7   $4.3
Equity securities...........................................     $ 30.4      $10.1   $1.6
1998
Fixed maturities............................................     $ 60.0      $ 2.0   $2.0
Equity securities...........................................     $ 52.6      $17.5   $0.9
1997
Fixed maturities............................................     $702.9      $11.4   $5.0
Equity securities...........................................     $  1.3      $ 0.5   $--
</TABLE>

                                      F-16
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

C.  OTHER COMPREHENSIVE INCOME RECONCILIATION

The following table provides a reconciliation of gross unrealized (losses) gains
to the net balance shown in the consolidated statements of comprehensive income:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1999    1998   1997
- -------------                                                 ------  ------  -----
<S>                                                           <C>     <C>     <C>
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during period (net
 of taxes of $(18.0) million, $(5.6) million and
 $10.2 million in 1999, 1998 and 1997, respectively)........  $(33.4) $ (8.2) $20.3
Less: reclassification adjustment for (losses) gains
 included in net income (net of taxes of $(3.6) million,
 $3.4 million and $1.2 million in 1999, 1998 and 1997,
 respectively)..............................................    (6.7)    6.2    2.3
                                                              ------  ------  -----
Other comprehensive (loss) income...........................  $(26.7) $(14.4) $18.0
                                                              ======  ======  =====
</TABLE>

5.  FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

Statement 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

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.

                                      F-17
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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.

FIXED ANNUITY AND OTHER CONTRACTS (WITHOUT MORTALITY FEATURES)

Fair values for the Company's liabilities under individual fixed annuity
contracts are estimated based on current surrender values, supplemental
contracts without life contingencies reflect current fund balances, and other
individual contract funds represent the present value of future policy benefits.

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

<TABLE>
<CAPTION>
                                                                     1999                1998
                                                              ------------------  ------------------
DECEMBER 31,                                                  CARRYING    FAIR    CARRYING    FAIR
(IN MILLIONS)                                                  VALUE     VALUE     VALUE     VALUE
- -------------                                                 --------  --------  --------  --------
<S>                                                           <C>       <C>       <C>       <C>
FINANCIAL ASSETS
  Cash and cash equivalents.................................  $  132.9  $  132.9  $  217.9  $  217.9
  Fixed maturities..........................................   1,324.6   1,324.6   1,330.4   1,330.4
  Equity securities.........................................      32.6      32.6      31.8      31.8
  Mortgage loans............................................     223.7     222.8     230.0     241.9
  Policy loans..............................................     166.8     166.8     151.5     151.5
                                                              --------  --------  --------  --------
                                                              $1,880.6  $1,879.7  $1,961.6  $1,973.5
                                                              ========  ========  ========  ========
FINANCIAL LIABILITIES
  Individual fixed annuity contracts........................  $1,048.0  $1,014.9  $1,069.4  $1,034.6
  Supplemental contracts without life contingencies.........      25.0      25.0      21.0      21.0
  Other individual contract deposit funds...................      19.3      19.3      17.0      17.0
                                                              --------  --------  --------  --------
                                                              $1,092.3  $1,059.2  $1,107.4  $1,072.6
                                                              ========  ========  ========  ========
</TABLE>

                                      F-18
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.  FEDERAL INCOME TAXES

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                 1999   1998   1997
- -------------                                                 -----  -----  -----
<S>                                                           <C>    <C>    <C>
Federal income tax expense
  Current...................................................  $15.5  $22.1  $13.9
  Deferred..................................................   30.5   11.8    7.1
                                                              -----  -----  -----
Total.......................................................  $46.0  $33.9  $21.0
                                                              =====  =====  =====
</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 income tax (asset) liability represents the tax effects of
temporary differences:

<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS)                                                  1999     1998
- -------------                                                 -------  -------
<S>                                                           <C>      <C>
Deferred tax (assets) liabilities
  Policy reserves...........................................  $(233.7) $(205.1)
  Deferred acquisition costs................................    339.7    278.8
  Investments, net..........................................     (4.0)    12.5
  Litigation reserves.......................................     (4.3)    (7.4)
  Bad debt reserve..........................................    --        (0.4)
  Other, net................................................     (2.9)     0.4
                                                              -------  -------
Deferred tax liability, net.................................  $  94.8  $  78.8
                                                              =======  =======
</TABLE>

Gross deferred income tax liabilities totaled $360.4 million and $291.7 million
at December 31, 1999 and 1998, respectively. Gross deferred income tax assets
totaled $265.6 million and $212.9 million at December 31, 1999 and 1998,
respectively.

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

The Company's federal income tax returns are routinely audited by the Internal
Revenue Service ("IRS"), and provisions are routinely made in the financial
statements in anticipation of the results of these audits. The IRS has examined
the FAFLIC/AFLIAC consolidated group's federal income tax returns through 1994.
The Company has appealed certain adjustments proposed by the IRS with respect
federal income tax returns for 1992, 1993, and 1994 for the FAFLIC/AFLIAC
consolidated group. Also, certain adjustments proposed by the IRS with respect
to FAFLIC/AFLIAC's federal income tax returns for 1982 and 1983 remain
unresolved. If upheld, these adjustments would result in additional payments;
however, the Company will vigorously defend its position with respect to these
adjustments. In the Company's opinion, adequate tax liabilities have

                                      F-19
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

been established for all years. However, the amount of these tax liabilities
could be revised in the near term if estimates of the Company's ultimate
liability are revised.

7.  RELATED PARTY TRANSACTIONS

The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $173.9 million, $145.4 million and $124.1 million in
1999, 1998 and 1997 respectively. The net amounts payable to FAFLIC and
affiliates for accrued expenses and various other liabilities and receivables
were $48.6 million and $16.4 million at December 31, 1999 and 1998,
respectively.

8.  DIVIDEND RESTRICTIONS

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

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

No dividends were declared by the Company during 1999, 1998 or 1997. During
2000, AFLIAC could pay dividends of $34.3 million to FAFLIC without prior
approval.

9.  REINSURANCE

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

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

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

                                      F-20
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

standard terms with respect to lines of business covered, limit and retention,
arbitration and occurrence. Based on its review of its reinsurers' financial
statements and reputations in the reinsurance marketplace, the Company believes
that its reinsurers are financially sound.

Amounts recoverable from reinsurers at December 31, 1999 and 1998 for the
disability income business were $241.5 million and $230.8 million, respectively,
traditional life were $9.7 million and $11.4 million, respectively, and
universal and variable universal life were $36.0 million and $65.8 million,
respectively.

The effects of reinsurance were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                  1999    1998    1997
- -------------                                                 ------  ------  ------
<S>                                                           <C>     <C>     <C>
Insurance premiums:
  Direct....................................................  $ 41.3  $ 45.5  $ 48.8
  Assumed...................................................    --      --       2.6
  Ceded.....................................................   (40.8)  (45.0)  (28.6)
                                                              ------  ------  ------
Net premiums................................................  $  0.5  $  0.5  $ 22.8
                                                              ======  ======  ======
Insurance and other individual policy benefits, claims and
 losses:
  Direct....................................................  $210.6  $204.0  $226.0
  Assumed...................................................    --      --       4.2
  Ceded.....................................................   (37.0)  (50.1)  (42.4)
                                                              ------  ------  ------
Net policy benefits, claims and losses......................  $173.6  $153.9  $187.8
                                                              ======  ======  ======
</TABLE>

10.  DEFERRED POLICY ACQUISITION COSTS

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS)                                                   1999     1998    1997
- -------------                                                 --------  ------  ------
<S>                                                           <C>       <C>     <C>
Balance at beginning of year................................  $  950.5  $765.3  $632.7
  Acquisition expenses deferred.............................     219.5   242.4   184.2
  Amortized to expense during the year......................     (49.8)  (64.6)  (53.1)
  Adjustment to equity during the year......................      36.2     7.4   (10.2)
  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......................................  $1,156.4  $950.5  $765.3
                                                              ========  ======  ======
</TABLE>

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

11.  LIABILITIES FOR INDIVIDUAL DISABILITY INCOME BENEFITS

The Company regularly updates its estimates of liabilities for future policy
benefits and outstanding claims and losses as new information becomes available
and further events occur which may impact the resolution of

                                      F-21
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

unsettled claims. Changes in prior estimates are recorded in results of
operations in the year such changes are determined to be needed.

The liability for future policy benefits and outstanding claims and losses
related to the Company's disability income business was $240.7 million and
$233.3 million at December 31, 1999 and 1998. Due to the reinsurance agreement
whereby the Company has ceded substantially all of its disability income
business to a highly rated reinsurer, the Company believes that no material
adverse development of losses will occur. However, the amount of the liabilities
could be revised in the near term if the estimates used in determining the
liability are revised.

12.  CONTINGENCIES

REGULATORY AND INDUSTRY DEVELOPMENTS

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

LITIGATION

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

The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the Company's opinion, based on the advice of
legal counsel, the ultimate resolution of these proceedings will not have a
material effect on the Company's consolidated 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 resulted from computer programs being written using two
digits rather than four to define the applicable year. 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.

                                      F-22
<PAGE>
             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

    (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Although the Company does not believe that there is a material contingency
associated with the Year 2000 issue, there can be no assurance that exposure for
material contingencies will not arise.

13.  STATUTORY FINANCIAL INFORMATION

The Company is required to file annual statements with state regulatory
authorities prepared on an accounting basis prescribed or permitted by such
authorities (statutory basis). Statutory surplus differs from shareholder's
equity reported in accordance with generally accepted accounting principles
primarily because policy acquisition costs are expensed when incurred,
investment reserves are based on different assumptions, life insurance reserves
are based on different assumptions and income tax expense reflects only taxes
paid or currently payable. In 1999, 49 out of 50 states have adopted the
National Association of Insurance Commissioners proposed Codification, which
provides for uniform statutory accounting principles. These principles are
effective January 1, 2001. The Company is currently assessing the impact that
the adoption of Codification will have on its statutory results of operations
and financial position. Statutory net income and surplus are as follows:

<TABLE>
<CAPTION>
(IN MILLIONS)                                                  1999    1998    1997
- -------------                                                 ------  ------  ------
<S>                                                           <C>     <C>     <C>
Statutory net income........................................  $  5.0  $ (8.2) $ 31.5
Statutory shareholder's surplus.............................  $342.7  $312.2  $309.7
</TABLE>

                                      F-23
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and the 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
constituting the Allmerica Select Separate Account II of Allmerica Financial
Life Insurance and Annuity Company at December 31, 1999, the results of each of
their operations and the changes in each of their net assets for each of the
periods indicated, in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of
Allmerica Financial Life Insurance and Annuity Company; 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 auditing
standards generally accepted in the United States, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1999 by correspondence with the Funds, provide a reasonable basis
for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
April 3, 2000
<PAGE>
                      ALLMERICA SELECT SEPARATE ACCOUNT II
                      STATEMENTS OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                SELECT                      SELECT                                     SELECT
                                              AGGRESSIVE      SELECT        GROWTH      SELECT VALUE     SELECT     INTERNATIONAL
                              MONEY MARKET      GROWTH        GROWTH      AND INCOME    OPPORTUNITY      INCOME        EQUITY
                              -------------   -----------   -----------   -----------   ------------   ----------   -------------
<S>                           <C>             <C>           <C>           <C>           <C>            <C>          <C>
ASSETS:
Investments in shares of
  Allmerica Investment
  Trust.....................   $4,612,221     $13,653,957   $17,899,879   $12,226,153    $1,408,654    $3,205,266    $11,189,955
Investments in shares of
  Fidelity Variable
  Insurance Products Funds
  (VIP).....................           --              --            --           --             --            --             --
Investment in shares of T.
  Rowe Price International
  Series, Inc...............           --              --            --           --             --            --             --
                               ----------     -----------   -----------   -----------    ----------    ----------    -----------
  Total assets..............    4,612,221      13,653,957    17,899,879   12,226,153      1,408,654     3,205,266     11,189,955

LIABILITIES:
Payable to Allmerica
  Financial Life Insurance
  and Annuity Company.......      269,360              --            --           --             --            --             --
                               ----------     -----------   -----------   -----------    ----------    ----------    -----------
  Net assets................   $4,342,861     $13,653,957   $17,899,879   $12,226,153    $1,408,654    $3,205,266    $11,189,955
                               ==========     ===========   ===========   ===========    ==========    ==========    ===========

Net asset distribution by
  category:
  Variable life policies....   $4,342,861     $13,653,957   $17,899,879   $12,226,153    $1,408,654    $3,205,266    $11,189,955
                               ==========     ===========   ===========   ===========    ==========    ==========    ===========

Units outstanding, December
  31, 1999..................    3,522,827       5,270,915     5,477,561    5,132,635      1,499,618     2,519,768      5,247,462
Net asset value per unit,
  December 31, 1999.........   $ 1.232777     $  2.590434   $  3.267856   $ 2.382042     $ 0.939342    $ 1.272048    $  2.132451
</TABLE>

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

                                      SA-1
<PAGE>
                      ALLMERICA SELECT SEPARATE ACCOUNT II
                STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
                               DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                 SELECT        SELECT       SELECT       FIDELITY       FIDELITY       FIDELITY     T. ROWE PRICE
                                CAPITAL       EMERGING    STRATEGIC        VIP             VIP            VIP       INTERNATIONAL
                              APPRECIATION    MARKETS       GROWTH     HIGH INCOME    EQUITY-INCOME     GROWTH          STOCK
                              ------------   ----------   ----------   ------------   -------------   -----------   -------------
<S>                           <C>            <C>          <C>          <C>            <C>             <C>           <C>
ASSETS:
Investments in shares of
  Allmerica Investment
  Trust.....................   $8,183,193    $  930,034   $  951,704    $       --     $       --     $        --    $       --
Investments in shares of
  Fidelity Variable
  Insurance Products Funds
  (VIP).....................           --            --           --     4,740,237      8,606,958      13,303,140            --
Investment in shares of T.
  Rowe Price International
  Series, Inc...............           --            --           --            --             --              --     5,478,821
                               ----------    ----------   ----------    ----------     ----------     -----------    ----------
  Total assets..............    8,183,193       930,034      951,704     4,740,237      8,606,958      13,303,140     5,478,821

LIABILITIES:
Payable to Allmerica
  Financial Life Insurance
  and Annuity Company.......           --            --           --            --             --              --            --
                               ----------    ----------   ----------    ----------     ----------     -----------    ----------
  Net assets................   $8,183,193    $  930,034   $  951,704    $4,740,237     $8,606,958     $13,303,140    $5,478,821
                               ==========    ==========   ==========    ==========     ==========     ===========    ==========

Net asset distribution by
  category:
  Variable life policies....   $8,183,193    $  930,034   $  951,704    $4,740,237     $8,606,958     $13,303,140    $5,478,821
                               ==========    ==========   ==========    ==========     ==========     ===========    ==========

Units outstanding, December
  31, 1999..................    3,435,362       725,276      853,385     3,202,846      4,276,654       4,079,933     3,021,071
Net asset value per unit,
  December 31, 1999.........   $ 2.382047    $ 1.282318   $ 1.115210    $ 1.480008     $ 2.012545     $  3.260627    $ 1.813536
</TABLE>

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

                                      SA-2
<PAGE>
                      ALLMERICA SELECT SEPARATE ACCOUNT II
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                              MONEY MARKET                SELECT AGGRESSIVE GROWTH
                                                FOR THE                           FOR THE
                                               YEAR ENDED                        YEAR ENDED
                                              DECEMBER 31,                      DECEMBER 31,
                                     ------------------------------   --------------------------------
                                       1999       1998       1997        1999        1998       1997
                                     --------   --------   --------   ----------   --------   --------
<S>                                  <C>        <C>        <C>        <C>          <C>        <C>
INVESTMENT INCOME:
  Dividends........................  $227,080   $175,154   $146,135   $       --   $     --   $     --
                                     --------   --------   --------   ----------   --------   --------

EXPENSES:
  Mortality and expense risk
    fees...........................    29,170     21,235     17,744       64,369     41,399     18,928
  Administrative expense fees......     6,842      4,981      4,163       15,099      9,711      4,440
                                     --------   --------   --------   ----------   --------   --------
    Total expenses.................    36,012     26,216     21,907       79,468     51,110     23,368
                                     --------   --------   --------   ----------   --------   --------
    Net investment income (loss)...   191,068    148,938    124,228      (79,468)   (51,110)   (23,368)
                                     --------   --------   --------   ----------   --------   --------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain distributions from
    portfolio sponsors.............        --         --         --           --         --    342,572
  Net realized gain (loss) from
    sales of investments...........        --         --         --       98,038      2,186       (801)
                                     --------   --------   --------   ----------   --------   --------
    Net realized gain (loss).......        --         --         --       98,038      2,186    341,771
  Net unrealized gain (loss).......        --         --         --    3,545,212    622,935     72,690
                                     --------   --------   --------   ----------   --------   --------

    Net realized and unrealized
      gain (loss)..................        --         --         --    3,643,250    625,121    414,461
                                     --------   --------   --------   ----------   --------   --------
    Net increase (decrease) in net
      assets from operations.......  $191,068   $148,938   $124,228   $3,563,782   $574,011   $391,093
                                     ========   ========   ========   ==========   ========   ========

<CAPTION>
                                               SELECT GROWTH                  SELECT GROWTH AND INCOME
                                                  FOR THE                             FOR THE
                                                 YEAR ENDED                          YEAR ENDED
                                                DECEMBER 31,                        DECEMBER 31,
                                     ----------------------------------   --------------------------------
                                        1999         1998        1997        1999        1998       1997
                                     ----------   ----------   --------   ----------   --------   --------
<S>                                  <C>          <C>          <C>        <C>          <C>        <C>
INVESTMENT INCOME:
  Dividends........................  $    6,938   $    6,418   $ 11,566   $  116,721   $ 83,350   $ 38,447
                                     ----------   ----------   --------   ----------   --------   --------
EXPENSES:
  Mortality and expense risk
    fees...........................      87,021       43,744     15,735       67,540     40,612     17,679
  Administrative expense fees......      20,412       10,261      3,691       15,842      9,526      4,146
                                     ----------   ----------   --------   ----------   --------   --------
    Total expenses.................     107,433       54,005     19,426       83,382     50,138     21,825
                                     ----------   ----------   --------   ----------   --------   --------
    Net investment income (loss)...    (100,495)     (47,587)    (7,860)      33,339     33,212     16,622
                                     ----------   ----------   --------   ----------   --------   --------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain distributions from
    portfolio sponsors.............     440,879       67,370    199,778      779,339     22,002    351,176
  Net realized gain (loss) from
    sales of investments...........     193,555       27,507     19,841       89,046     14,307     18,494
                                     ----------   ----------   --------   ----------   --------   --------
    Net realized gain (loss).......     634,434       94,877    219,619      868,385     36,309    369,670
  Net unrealized gain (loss).......   3,272,528    2,033,516    405,886      794,354    850,067     87,946
                                     ----------   ----------   --------   ----------   --------   --------
    Net realized and unrealized
      gain (loss)..................   3,906,962    2,128,393    625,505    1,662,739    886,376    457,616
                                     ----------   ----------   --------   ----------   --------   --------
    Net increase (decrease) in net
      assets from operations.......  $3,806,467   $2,080,806   $617,645   $1,696,078   $919,588   $474,238
                                     ==========   ==========   ========   ==========   ========   ========
</TABLE>

   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>
                                                                                              SELECT INCOME
                                                         SELECT VALUE OPPORTUNITY                FOR THE
                                                          FOR THE        FOR THE               YEAR ENDED
                                                         YEAR ENDED      PERIOD               DECEMBER 31,
                                                        DECEMBER 31,   2/20/98* TO   -------------------------------
                                                            1999        12/31/98       1999        1998       1997
                                                        ------------   -----------   ---------   --------   --------
<S>                                                     <C>            <C>           <C>         <C>        <C>
INVESTMENT INCOME:
  Dividends...........................................   $       6       $ 6,865     $ 212,376   $129,283   $71,740
                                                         ---------       -------     ---------   --------   -------

EXPENSES:
  Mortality and expense risk fees.....................       7,226         1,859        21,735     13,699     7,062
  Administrative expense fees.........................       1,695           436         5,098      3,213     1,657
                                                         ---------       -------     ---------   --------   -------
    Total expenses....................................       8,921         2,295        26,833     16,912     8,719
                                                         ---------       -------     ---------   --------   -------
    Net investment income (loss)......................      (8,915)        4,570       185,543    112,371    63,021
                                                         ---------       -------     ---------   --------   -------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain distributions from portfolio
    sponsors..........................................      63,281           841        26,470         --        --
  Net realized gain (loss) from sales of
    investments.......................................       3,266        (2,512)      (33,295)     3,373     2,433
                                                         ---------       -------     ---------   --------   -------
    Net realized gain (loss)..........................      66,547        (1,671)       (6,825)     3,373     2,433
  Net unrealized gain (loss)..........................    (100,511)       21,746      (236,038)       645    28,919
                                                         ---------       -------     ---------   --------   -------

    Net realized and unrealized gain (loss)...........     (33,964)       20,075      (242,863)     4,018    31,352
                                                         ---------       -------     ---------   --------   -------
    Net increase (decrease) in net assets from
      operations......................................   $ (42,879)      $24,645     $ (57,320)  $116,389   $94,373
                                                         =========       =======     =========   ========   =======

<CAPTION>
                                                           SELECT INTERNATIONAL EQUITY        SELECT CAPITAL APPRECIATION
                                                                     FOR THE                            FOR THE
                                                                   YEAR ENDED                          YEAR ENDED
                                                                  DECEMBER 31,                        DECEMBER 31,
                                                        ---------------------------------   --------------------------------
                                                           1999        1998       1997         1999        1998       1997
                                                        ----------   --------   ---------   ----------   --------   --------
<S>                                                     <C>          <C>        <C>         <C>          <C>        <C>
INVESTMENT INCOME:
  Dividends...........................................  $       --   $ 85,662   $  79,369   $       --   $     --   $     --
                                                        ----------   --------   ---------   ----------   --------   --------
EXPENSES:
  Mortality and expense risk fees.....................      54,103     35,312      15,789       41,197     24,475     10,894
  Administrative expense fees.........................      12,691      8,283       3,704        9,664      5,740      2,556
                                                        ----------   --------   ---------   ----------   --------   --------
    Total expenses....................................      66,794     43,595      19,493       50,861     30,215     13,450
                                                        ----------   --------   ---------   ----------   --------   --------
    Net investment income (loss)......................     (66,794)    42,067      59,876      (50,861)   (30,215)   (13,450)
                                                        ----------   --------   ---------   ----------   --------   --------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain distributions from portfolio
    sponsors..........................................          --         --     111,310        9,651    823,033         --
  Net realized gain (loss) from sales of
    investments.......................................     403,617    114,424      16,112       41,082     10,040      3,491
                                                        ----------   --------   ---------   ----------   --------   --------
    Net realized gain (loss)..........................     403,617    114,424     127,422       50,733    833,073      3,491
  Net unrealized gain (loss)..........................   2,127,716    583,139    (153,589)   1,547,971   (182,338)   302,721
                                                        ----------   --------   ---------   ----------   --------   --------
    Net realized and unrealized gain (loss)...........   2,531,333    697,563     (26,167)   1,598,704    650,735    306,212
                                                        ----------   --------   ---------   ----------   --------   --------
    Net increase (decrease) in net assets from
      operations......................................  $2,464,539   $739,630   $  33,709   $1,547,843   $620,520   $292,762
                                                        ==========   ========   =========   ==========   ========   ========

<CAPTION>

                                                         SELECT EMERGING MARKETS
                                                          FOR THE        FOR THE
                                                         YEAR ENDED      PERIOD
                                                        DECEMBER 31,   2/20/98* TO
                                                            1999        12/31/98
                                                        ------------   -----------
<S>                                                     <C>            <C>
INVESTMENT INCOME:
  Dividends...........................................    $  3,706       $  523
                                                          --------       ------
EXPENSES:
  Mortality and expense risk fees.....................       3,545          589
  Administrative expense fees.........................         832          139
                                                          --------       ------
    Total expenses....................................       4,377          728
                                                          --------       ------
    Net investment income (loss)......................        (671)        (205)
                                                          --------       ------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain distributions from portfolio
    sponsors..........................................          --           --
  Net realized gain (loss) from sales of
    investments.......................................      17,885         (657)
                                                          --------       ------
    Net realized gain (loss)..........................      17,885         (657)
  Net unrealized gain (loss)..........................     277,944        3,262
                                                          --------       ------
    Net realized and unrealized gain (loss)...........     295,829        2,605
                                                          --------       ------
    Net increase (decrease) in net assets from
      operations......................................    $295,158       $2,400
                                                          ========       ======
</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 OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                                                   FIDELITY VIP HIGH INCOME
                                                   SELECT STRATEGIC GROWTH                 FOR THE
                                                    FOR THE        FOR THE                YEAR ENDED
                                                   YEAR ENDED      PERIOD                DECEMBER 31,
                                                  DECEMBER 31,   2/20/98* TO   --------------------------------
                                                      1999        12/31/98       1999        1998        1997
                                                  ------------   -----------   ---------   ---------   --------
<S>                                               <C>            <C>           <C>         <C>         <C>
INVESTMENT INCOME:
  Dividends.....................................    $  2,639       $ 1,034     $ 372,689   $ 158,854   $ 33,619
                                                    --------       -------     ---------   ---------   --------

EXPENSES:
  Mortality and expense risk fees...............       4,613         1,108        28,845      18,746      7,324
  Administrative expense fees...................       1,083           260         6,767       4,398      1,718
                                                    --------       -------     ---------   ---------   --------
    Total expenses..............................       5,696         1,368        35,612      23,144      9,042
                                                    --------       -------     ---------   ---------   --------
    Net investment income (loss)................      (3,057)         (334)      337,077     135,710     24,577
                                                    --------       -------     ---------   ---------   --------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain distributions from portfolio
    sponsors....................................          --            --        13,932     100,938      4,155
  Net realized gain (loss) from sales of
    investments.................................       3,387        (8,655)     (104,455)    (40,086)     3,387
                                                    --------       -------     ---------   ---------   --------
    Net realized gain (loss)....................       3,387        (8,655)      (90,523)     60,852      7,542
  Net unrealized gain (loss)....................     108,948        17,807        41,910    (377,055)   140,962
                                                    --------       -------     ---------   ---------   --------

    Net realized and unrealized gain (loss).....     112,335         9,152       (48,613)   (316,203)   148,504
                                                    --------       -------     ---------   ---------   --------
    Net increase (decrease) in net assets from
      operations................................    $109,278       $ 8,818     $ 288,464   $(180,493)  $173,081
                                                    ========       =======     =========   =========   ========

<CAPTION>
                                                    FIDELITY VIP EQUITY-INCOME            FIDELITY VIP GROWTH
                                                             FOR THE                            FOR THE
                                                            YEAR ENDED                         YEAR ENDED
                                                           DECEMBER 31,                       DECEMBER 31,
                                                  ------------------------------   ----------------------------------
                                                    1999       1998       1997        1999         1998        1997
                                                  --------   --------   --------   ----------   ----------   --------
<S>                                               <C>        <C>        <C>        <C>          <C>          <C>
INVESTMENT INCOME:
  Dividends.....................................  $102,500   $ 50,230   $ 17,528   $   12,390   $   15,966   $  8,295
                                                  --------   --------   --------   ----------   ----------   --------
EXPENSES:
  Mortality and expense risk fees...............    52,629     31,695     12,698       60,866       28,780     12,398
  Administrative expense fees...................    12,345      7,435      2,979       14,278        6,750      2,908
                                                  --------   --------   --------   ----------   ----------   --------
    Total expenses..............................    64,974     39,130     15,677       75,144       35,530     15,306
                                                  --------   --------   --------   ----------   ----------   --------
    Net investment income (loss)................    37,526     11,100      1,851      (62,754)     (19,564)    (7,011)
                                                  --------   --------   --------   ----------   ----------   --------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain distributions from portfolio
    sponsors....................................   226,579    178,760     88,129      779,015      417,641     37,128
  Net realized gain (loss) from sales of
    investments.................................    72,945      8,042     15,787      169,742       20,497     11,558
                                                  --------   --------   --------   ----------   ----------   --------
    Net realized gain (loss)....................   299,524    186,802    103,916      948,757      438,138     48,686
  Net unrealized gain (loss)....................    47,631    313,911    303,518    2,302,712    1,114,442    306,079
                                                  --------   --------   --------   ----------   ----------   --------
    Net realized and unrealized gain (loss).....   347,155    500,713    407,434    3,251,469    1,552,580    354,765
                                                  --------   --------   --------   ----------   ----------   --------
    Net increase (decrease) in net assets from
      operations................................  $384,681   $511,813   $409,285   $3,188,715   $1,533,016   $347,754
                                                  ========   ========   ========   ==========   ==========   ========

<CAPTION>
                                                            T. ROWE PRICE
                                                         INTERNATIONAL STOCK
                                                         FOR THE YEAR ENDED
                                                            DECEMBER 31,
                                                  ---------------------------------
                                                     1999        1998       1997
                                                  ----------   --------   ---------
<S>                                               <C>          <C>        <C>
INVESTMENT INCOME:
  Dividends.....................................  $   19,580   $ 42,006   $  21,184
                                                  ----------   --------   ---------
EXPENSES:
  Mortality and expense risk fees...............      26,434     18,891      10,189
  Administrative expense fees...................       6,201      4,431       2,390
                                                  ----------   --------   ---------
    Total expenses..............................      32,635     23,322      12,579
                                                  ----------   --------   ---------
    Net investment income (loss)................     (13,055)    18,684       8,605
                                                  ----------   --------   ---------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain distributions from portfolio
    sponsors....................................      61,539     14,826      30,010
  Net realized gain (loss) from sales of
    investments.................................     220,213    106,914     101,222
                                                  ----------   --------   ---------
    Net realized gain (loss)....................     281,752    121,740     131,232
  Net unrealized gain (loss)....................   1,036,965    264,312    (130,878)
                                                  ----------   --------   ---------
    Net realized and unrealized gain (loss).....   1,318,717    386,052         354
                                                  ----------   --------   ---------
    Net increase (decrease) in net assets from
      operations................................  $1,305,662   $404,736   $   8,959
                                                  ==========   ========   =========
</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
<TABLE>
<CAPTION>
                                           MONEY MARKET
                                            YEAR ENDED
                                           DECEMBER 31,
                              --------------------------------------
                                 1999         1998          1997
                              -----------  -----------  ------------
<S>                           <C>          <C>          <C>
INCREASE (DECREASE) IN NET
  ASSETS:
  FROM OPERATIONS:
    Net investment income
      (loss)................  $   191,068  $   148,938  $    124,228
    Net realized gain
      (loss)................           --           --            --
    Net unrealized gain
      (loss)................           --           --            --
                              -----------  -----------  ------------
    Net Increase (decrease)
      in net assets from
      operations............      191,068      148,938       124,228
                              -----------  -----------  ------------

  FROM POLICY TRANSACTIONS:
    Net premiums............    8,499,350   11,093,896    10,400,201
    Terminations............     (437,319)     (24,162)      (13,610)
    Insurance and other
      charges...............     (432,293)    (345,540)     (254,488)
    Transfers between
      sub-accounts
      (including fixed
      account), net.........   (7,249,751)  (9,375,482)  (10,000,972)
    Other transfers from
      (to) the General
      Account...............     (351,420)      44,518        61,006
    Net Increase (decrease)
      in investment by
      Sponsor...............           --           --            --
                              -----------  -----------  ------------
    Net Increase (decrease)
      in net assets from
      policy
      transactions..........       28,567    1,393,230       192,137
                              -----------  -----------  ------------
    Net Increase (decrease)
      in net assets.........      219,635    1,542,168       316,365

NET ASSETS:
  Beginning of year.........    4,123,226    2,581,058     2,264,693
                              -----------  -----------  ------------
  End of year...............  $ 4,342,861  $ 4,123,226  $  2,581,058
                              ===========  ===========  ============

<CAPTION>
                                   SELECT AGGRESSIVE GROWTH
                                          YEAR ENDED
                                         DECEMBER 31,
                              -----------------------------------
                                 1999         1998        1997
                              -----------  ----------  ----------
<S>                           <C>          <C>         <C>
INCREASE (DECREASE) IN NET
  ASSETS:
  FROM OPERATIONS:
    Net investment income
      (loss)................  $   (79,468) $  (51,110) $  (23,368)
    Net realized gain
      (loss)................       98,038       2,186     341,771
    Net unrealized gain
      (loss)................    3,545,212     622,935      72,690
                              -----------  ----------  ----------
    Net Increase (decrease)
      in net assets from
      operations............    3,563,782     574,011     391,093
                              -----------  ----------  ----------
  FROM POLICY TRANSACTIONS:
    Net premiums............    2,125,768   2,831,723   1,443,916
    Terminations............     (121,893)    (85,085)    (21,979)
    Insurance and other
      charges...............     (578,716)   (431,113)   (197,905)
    Transfers between
      sub-accounts
      (including fixed
      account), net.........      373,435   1,046,205   1,568,913
    Other transfers from
      (to) the General
      Account...............     (148,963)    (95,337)    (37,702)
    Net Increase (decrease)
      in investment by
      Sponsor...............           --          --          --
                              -----------  ----------  ----------
    Net Increase (decrease)
      in net assets from
      policy
      transactions..........    1,649,631   3,266,393   2,755,243
                              -----------  ----------  ----------
    Net Increase (decrease)
      in net assets.........    5,213,413   3,840,404   3,146,336
NET ASSETS:
  Beginning of year.........    8,440,544   4,600,140   1,453,804
                              -----------  ----------  ----------
  End of year...............  $13,653,957  $8,440,544  $4,600,140
                              ===========  ==========  ==========

<CAPTION>
                                         SELECT GROWTH
                                           YEAR ENDED
                                          DECEMBER 31,
                              ------------------------------------
                                 1999         1998         1997
                              -----------  -----------  ----------
<S>                           <C>          <C>          <C>
INCREASE (DECREASE) IN NET
  ASSETS:
  FROM OPERATIONS:
    Net investment income
      (loss)................  $  (100,495) $   (47,587) $   (7,860)
    Net realized gain
      (loss)................      634,434       94,877     219,619
    Net unrealized gain
      (loss)................    3,272,528    2,033,516     405,886
                              -----------  -----------  ----------
    Net Increase (decrease)
      in net assets from
      operations............    3,806,467    2,080,806     617,645
                              -----------  -----------  ----------
  FROM POLICY TRANSACTIONS:
    Net premiums............    2,584,751    3,309,479   1,340,830
    Terminations............     (113,850)     (52,990)    (14,477)
    Insurance and other
      charges...............     (773,212)    (481,408)   (185,902)
    Transfers between
      sub-accounts
      (including fixed
      account), net.........    2,157,977    1,598,818   1,166,196
    Other transfers from
      (to) the General
      Account...............     (171,538)     (51,913)    (34,742)
    Net Increase (decrease)
      in investment by
      Sponsor...............           --           --          --
                              -----------  -----------  ----------
    Net Increase (decrease)
      in net assets from
      policy
      transactions..........    3,684,128    4,321,986   2,271,905
                              -----------  -----------  ----------
    Net Increase (decrease)
      in net assets.........    7,490,595    6,402,792   2,889,550
NET ASSETS:
  Beginning of year.........   10,409,284    4,006,492   1,116,942
                              -----------  -----------  ----------
  End of year...............  $17,899,879  $10,409,284  $4,006,492
                              ===========  ===========  ==========

<CAPTION>
                                   SELECT GROWTH AND INCOME
                                          YEAR ENDED
                                         DECEMBER 31,
                              -----------------------------------
                                 1999         1998        1997
                              -----------  ----------  ----------
<S>                           <C>          <C>         <C>
INCREASE (DECREASE) IN NET
  ASSETS:
  FROM OPERATIONS:
    Net investment income
      (loss)................  $    33,339  $   33,212  $   16,622
    Net realized gain
      (loss)................      868,385      36,309     369,670
    Net unrealized gain
      (loss)................      794,354     850,067      87,946
                              -----------  ----------  ----------
    Net Increase (decrease)
      in net assets from
      operations............    1,696,078     919,588     474,238
                              -----------  ----------  ----------
  FROM POLICY TRANSACTIONS:
    Net premiums............    1,816,620   2,634,152   1,270,182
    Terminations............     (109,642)    (42,745)    (17,389)
    Insurance and other
      charges...............     (642,172)   (445,514)   (206,456)
    Transfers between
      sub-accounts
      (including fixed
      account), net.........      729,016   1,552,003   1,585,084
    Other transfers from
      (to) the General
      Account...............     (105,558)    (34,947)    (65,145)
    Net Increase (decrease)
      in investment by
      Sponsor...............           --          --          --
                              -----------  ----------  ----------
    Net Increase (decrease)
      in net assets from
      policy
      transactions..........    1,688,264   3,662,949   2,566,276
                              -----------  ----------  ----------
    Net Increase (decrease)
      in net assets.........    3,384,342   4,582,537   3,040,514
NET ASSETS:
  Beginning of year.........    8,841,811   4,259,274   1,218,760
                              -----------  ----------  ----------
  End of year...............  $12,226,153  $8,841,811  $4,259,274
                              ===========  ==========  ==========
</TABLE>

   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>
                                                                                               SELECT INCOME
                                                     SELECT VALUE OPPORTUNITY                    YEAR ENDED
                                                   YEAR ENDED         PERIOD                    DECEMBER 31,
                                                  DECEMBER 31,     FROM 2/20/98*    ------------------------------------
                                                      1999          TO 12/31/98        1999         1998         1997
                                                 --------------   ---------------   ----------   ----------   ----------
<S>                                              <C>              <C>               <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS:
  FROM OPERATIONS:
    Net investment income (loss)...............    $   (8,915)       $  4,570       $  185,543   $  112,371   $   63,021
    Net realized gain (loss)...................        66,547          (1,671)          (6,825)       3,373        2,433
    Net unrealized gain (loss).................      (100,511)         21,746         (236,038)         645       28,919
                                                   ----------        --------       ----------   ----------   ----------
    Net Increase (decrease) in net assets from
      operations...............................       (42,879)         24,645          (57,320)     116,389       94,373
                                                   ----------        --------       ----------   ----------   ----------

  FROM POLICY TRANSACTIONS:
    Net premiums...............................       518,429         442,998          904,312      989,252      605,452
    Terminations...............................        (6,936)             --          (18,153)     (30,715)     (12,415)
    Insurance and other charges................       (92,535)        (24,021)        (251,970)    (186,443)    (100,701)
    Transfers between sub-accounts (including
      fixed account), net......................       221,042         386,166         (394,040)     620,540      315,978
    Other transfers from (to) the General
      Account..................................       (13,504)         (4,754)         (11,695)     (19,491)      (1,599)
    Net Increase (decrease) in investment by
      Sponsor..................................            --               3               --           --           --
                                                   ----------        --------       ----------   ----------   ----------
    Net Increase (decrease) in net assets from
      policy transactions......................       626,496         800,392          228,454    1,373,143      806,715
                                                   ----------        --------       ----------   ----------   ----------
    Net Increase (decrease) in net assets......       583,617         825,037          171,134    1,489,532      901,088

NET ASSETS:
  Beginning of year............................       825,037              --        3,034,132    1,544,600      643,512
                                                   ----------        --------       ----------   ----------   ----------
  End of year..................................    $1,408,654        $825,037       $3,205,266   $3,034,132   $1,544,600
                                                   ==========        ========       ==========   ==========   ==========

<CAPTION>
                                                      SELECT INTERNATIONAL EQUITY             SELECT CAPITAL APPRECIATION
                                                              YEAR ENDED                              YEAR ENDED
                                                             DECEMBER 31,                            DECEMBER 31,
                                                 -------------------------------------   -------------------------------------
                                                    1999          1998         1997         1999          1998         1997
                                                 -----------   ----------   ----------   -----------   ----------   ----------
<S>                                              <C>           <C>          <C>          <C>           <C>          <C>
INCREASE (DECREASE) IN NET ASSETS:
  FROM OPERATIONS:
    Net investment income (loss)...............  $   (66,794)  $   42,067   $   59,876   $   (50,861)  $  (30,215)  $  (13,450)
    Net realized gain (loss)...................      403,617      114,424      127,422        50,733      833,073        3,491
    Net unrealized gain (loss).................    2,127,716      583,139     (153,589)    1,547,971     (182,338)     302,721
                                                 -----------   ----------   ----------   -----------   ----------   ----------
    Net Increase (decrease) in net assets from
      operations...............................    2,464,539      739,630       33,709     1,547,843      620,520      292,762
                                                 -----------   ----------   ----------   -----------   ----------   ----------
  FROM POLICY TRANSACTIONS:
    Net premiums...............................    1,611,539    2,532,926    1,354,454     1,816,681    1,822,847    1,254,757
    Terminations...............................      (95,538)     (23,226)     (34,908)     (104,605)     (22,986)     (13,698)
    Insurance and other charges................     (471,025)    (358,394)    (182,904)     (471,791)    (364,119)    (203,548)
    Transfers between sub-accounts (including
      fixed account), net......................      554,738      762,716    1,261,530       118,892      632,404      646,073
    Other transfers from (to) the General
      Account..................................      (83,308)     (73,744)     (71,126)     (139,336)     (71,984)      (3,432)
    Net Increase (decrease) in investment by
      Sponsor..................................           --           --           --            --           --           --
                                                 -----------   ----------   ----------   -----------   ----------   ----------
    Net Increase (decrease) in net assets from
      policy transactions......................    1,516,406    2,840,278    2,327,046     1,219,841    1,996,162    1,680,152
                                                 -----------   ----------   ----------   -----------   ----------   ----------
    Net Increase (decrease) in net assets......    3,980,945    3,579,908    2,360,755     2,767,684    2,616,682    1,972,914
NET ASSETS:
  Beginning of year............................    7,209,010    3,629,102    1,268,347     5,415,509    2,798,827      825,913
                                                 -----------   ----------   ----------   -----------   ----------   ----------
  End of year..................................  $11,189,955   $7,209,010   $3,629,102   $ 8,183,193   $5,415,509   $2,798,827
                                                 ===========   ==========   ==========   ===========   ==========   ==========

<CAPTION>

                                                     SELECT EMERGING MARKETS
                                                   YEAR ENDED         PERIOD
                                                  DECEMBER 31,     FROM 2/20/98*
                                                      1999          TO 12/31/98
                                                 --------------   ---------------
<S>                                              <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
  FROM OPERATIONS:
    Net investment income (loss)...............     $   (671)        $   (205)
    Net realized gain (loss)...................       17,885             (657)
    Net unrealized gain (loss).................      277,944            3,262
                                                    --------         --------
    Net Increase (decrease) in net assets from
      operations...............................      295,158            2,400
                                                    --------         --------
  FROM POLICY TRANSACTIONS:
    Net premiums...............................      226,199          188,464
    Terminations...............................      (10,830)              --
    Insurance and other charges................      (34,424)          (5,902)
    Transfers between sub-accounts (including
      fixed account), net......................      169,423          110,693
    Other transfers from (to) the General
      Account..................................       (9,686)          (1,468)
    Net Increase (decrease) in investment by
      Sponsor..................................           --                7
                                                    --------         --------
    Net Increase (decrease) in net assets from
      policy transactions......................      340,682          291,794
                                                    --------         --------
    Net Increase (decrease) in net assets......      635,840          294,194
NET ASSETS:
  Beginning of year............................      294,194               --
                                                    --------         --------
  End of year..................................     $930,034         $294,194
                                                    ========         ========
</TABLE>

*  Date of initial investment.

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

                                      SA-7
<PAGE>
                      ALLMERICA SELECT SEPARATE ACCOUNT II
                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
                                                                                          FIDELITY VIP HIGH INCOME
                                                     SELECT STRATEGIC GROWTH                     YEAR ENDED
                                                   YEAR ENDED         PERIOD                    DECEMBER 31,
                                                  DECEMBER 31,     FROM 2/20/98*    ------------------------------------
                                                      1999          TO 12/31/98        1999         1998         1997
                                                 --------------   ---------------   ----------   ----------   ----------
<S>                                              <C>              <C>               <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS:
  FROM OPERATIONS:
    Net investment income (loss)...............     $ (3,057)        $   (334)      $  337,077   $  135,710   $   24,577
    Net realized gain (loss)...................        3,387           (8,655)         (90,523)      60,852        7,542
    Net unrealized gain (loss).................      108,948           17,807           41,910     (377,055)     140,962
                                                    --------         --------       ----------   ----------   ----------
    Net increase (decrease) in net assets from
      operations...............................      109,278            8,818          288,464     (180,493)     173,081
                                                    --------         --------       ----------   ----------   ----------

  FROM POLICY TRANSACTIONS:
    Net premiums...............................      308,044          232,074        1,024,579    1,491,023      653,604
    Terminations...............................       (3,128)              --          (51,617)     (15,611)     (25,742)
    Insurance and other charges................      (48,752)          (9,764)        (395,698)    (275,034)     (95,813)
    Transfers between sub-accounts (including
      fixed account), net......................      155,088          208,376          200,467      803,446      872,815
    Other transfers from (to) the General
      Account..................................       (7,995)            (339)         (26,938)     (64,644)      (2,650)
    Net Increase (decrease) in investment by
      Sponsor..................................           --                4               --           --           --
                                                    --------         --------       ----------   ----------   ----------
    Net Increase (decrease) in net assets from
      policy transactions......................      403,257          430,351          750,793    1,939,180    1,402,214
                                                    --------         --------       ----------   ----------   ----------
    Net Increase (decrease) in net assets......      512,535          439,169        1,039,257    1,758,687    1,575,295

NET ASSETS:
  Beginning of year............................      439,169               --        3,700,980    1,942,293      366,998
                                                    --------         --------       ----------   ----------   ----------
  End of year..................................     $951,704         $439,169       $4,740,237   $3,700,980   $1,942,293
                                                    ========         ========       ==========   ==========   ==========

<CAPTION>
                                                      FIDELITY VIP EQUITY-INCOME                 FIDELITY VIP GROWTH
                                                              YEAR ENDED                             YEAR ENDED
                                                             DECEMBER 31,                           DECEMBER 31,
                                                 ------------------------------------   -------------------------------------
                                                    1999         1998         1997         1999          1998         1997
                                                 ----------   ----------   ----------   -----------   ----------   ----------
<S>                                              <C>          <C>          <C>          <C>           <C>          <C>
INCREASE (DECREASE) IN NET ASSETS:
  FROM OPERATIONS:
    Net investment income (loss)...............  $   37,526   $   11,100   $    1,851   $   (62,754)  $  (19,564)  $   (7,011)
    Net realized gain (loss)...................     299,524      186,802      103,916       948,757      438,138       48,686
    Net unrealized gain (loss).................      47,631      313,911      303,518     2,302,712    1,114,442      306,079
                                                 ----------   ----------   ----------   -----------   ----------   ----------
    Net increase (decrease) in net assets from
      operations...............................     384,681      511,813      409,285     3,188,715    1,533,016      347,754
                                                 ----------   ----------   ----------   -----------   ----------   ----------
  FROM POLICY TRANSACTIONS:
    Net premiums...............................   1,655,610    2,314,509    1,217,983     2,074,948    1,948,708    1,050,189
    Terminations...............................    (135,062)     (45,399)     (24,981)     (139,619)     (33,897)     (30,496)
    Insurance and other charges................    (489,731)    (348,152)    (154,199)     (630,306)    (374,918)    (192,569)
    Transfers between sub-accounts (including
      fixed account), net......................     447,187    1,112,290    1,005,523     2,347,894      661,183      744,603
    Other transfers from (to) the General
      Account..................................     (77,096)     (25,298)     (62,094)      (75,484)     (47,548)     (15,076)
    Net Increase (decrease) in investment by
      Sponsor..................................          --           --           --            --           --           --
                                                 ----------   ----------   ----------   -----------   ----------   ----------
    Net Increase (decrease) in net assets from
      policy transactions......................   1,400,908    3,007,950    1,982,232     3,577,433    2,153,528    1,556,651
                                                 ----------   ----------   ----------   -----------   ----------   ----------
    Net Increase (decrease) in net assets......   1,785,589    3,519,763    2,391,517     6,766,148    3,686,544    1,904,405
NET ASSETS:
  Beginning of year............................   6,821,369    3,301,606      910,089     6,536,992    2,850,448      946,043
                                                 ----------   ----------   ----------   -----------   ----------   ----------
  End of year..................................  $8,606,958   $6,821,369   $3,301,606   $13,303,140   $6,536,992   $2,850,448
                                                 ==========   ==========   ==========   ===========   ==========   ==========

<CAPTION>
                                                            T. ROWE PRICE
                                                         INTERNATIONAL STOCK
                                                       YEAR ENDED DECEMBER 31,
                                                 ------------------------------------
                                                    1999         1998         1997
                                                 ----------   ----------   ----------
<S>                                              <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS:
  FROM OPERATIONS:
    Net investment income (loss)...............  $  (13,055)  $   18,684   $    8,605
    Net realized gain (loss)...................     281,752      121,740      131,232
    Net unrealized gain (loss).................   1,036,965      264,312     (130,878)
                                                 ----------   ----------   ----------
    Net increase (decrease) in net assets from
      operations...............................   1,305,662      404,736        8,959
                                                 ----------   ----------   ----------
  FROM POLICY TRANSACTIONS:
    Net premiums...............................     888,716    1,141,623      822,104
    Terminations...............................     (62,729)     (17,679)     (11,448)
    Insurance and other charges................    (245,746)    (196,518)    (112,458)
    Transfers between sub-accounts (including
      fixed account), net......................      29,617        3,307      885,865
    Other transfers from (to) the General
      Account..................................     (50,373)     (36,350)       7,626
    Net Increase (decrease) in investment by
      Sponsor..................................          --           --           --
                                                 ----------   ----------   ----------
    Net Increase (decrease) in net assets from
      policy transactions......................     559,485      894,383    1,591,689
                                                 ----------   ----------   ----------
    Net Increase (decrease) in net assets......   1,865,147    1,299,119    1,600,648
NET ASSETS:
  Beginning of year............................   3,613,674    2,314,555      713,907
                                                 ----------   ----------   ----------
  End of year..................................  $5,478,821   $3,613,674   $2,314,555
                                                 ==========   ==========   ==========
</TABLE>

*  Date of initial investment.

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

                                      SA-8
<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 insurance 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 fourteen Sub-Accounts. Each Sub-Account invests exclusively in
a corresponding investment portfolio of the Allmerica Investment Trust (the
Trust) managed by Allmerica Financial Investment Management Services, Inc.
(AFIMS) a wholly-owned subsidiary of the Company; 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.

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 Funds. 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
Funds 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-9
<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 Funds at December 31, 1999 were as follows:

<TABLE>
<CAPTION>
                                                              PORTFOLIO INFORMATION
                                                       -----------------------------------
                                                                                 NET ASSET
                                                       NUMBER OF    AGGREGATE      VALUE
INVESTMENT PORTFOLIO                                    SHARES        COST       PER SHARE
- --------------------                                   ---------   -----------   ---------
<S>                                                    <C>         <C>           <C>
Money Market.........................................  4,612,221   $ 4,612,221    $ 1.000
Select Aggressive Growth.............................  4,002,919     9,385,703      3.411
Select Growth........................................  5,870,738    12,276,019      3.049
Select Growth and Income.............................  6,324,963    10,470,020      1.933
Select Value Opportunity.............................   926,137      1,487,419      1.521
Select Income........................................  3,363,343     3,416,249      0.953
Select International Equity..........................  5,509,579     8,515,620      2.031
Select Capital Appreciation..........................  3,985,968     6,515,028      2.053
Select Emerging Markets..............................   719,841        648,828      1.292
Select Strategic Growth..............................   845,208        824,949      1.126
Fidelity VIP High Income.............................   419,119      4,918,930     11.310
Fidelity VIP Equity-Income...........................   334,771      7,877,662     25.710
Fidelity VIP Growth..................................   242,184      9,540,791     54.930
T. Rowe Price International Stock....................   287,753      4,277,691     19.040
</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.

    The Company makes a charge of 0.65% per annum based on the average daily net
assets of each Sub-Account at each valuation date for mortality and expense
risks. This 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 0.80% per annum.
During the first 10 policy years, the Company also charges each Sub-Account
0.15% per annum based on the average daily net assets of each Sub-Account for
administrative expenses. These charges are deducted in the daily computation of
unit values and are paid to the Company on a daily basis.

    Allmerica Investments, Inc., (Allmerica Investments), a wholly-owned
subsidiary of the Company, 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 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.

                                     SA-10
<PAGE>
                      ALLMERICA SELECT SEPARATE ACCOUNT II
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 -- DIVERSIFICATION REQUIREMENTS

    Under the provisions of Section 817(h) of the Code, a variable life
insurance policy, other than a policy issued in connection with certain types of
employee benefit plans, will not be treated as a variable life insurance policy
for federal income tax purposes for any period for which the investments of the
segregated asset account on which the policy 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 shares of the Funds by
Allmerica Select II during the year ended December 31, 1999 were as follows:

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO                                           PURCHASES       SALES
- --------------------                                          -----------   -----------
<S>                                                           <C>           <C>
Money Market................................................  $13,808,908   $13,377,815
Select Aggressive Growth....................................    2,285,713       715,551
Select Growth...............................................    4,831,723       807,211
Select Growth and Income....................................    3,209,191       708,249
Select Value Opportunity....................................      870,026       189,164
Select Income...............................................    1,983,639     1,543,172
Select International Equity.................................    4,629,947     3,180,335
Select Capital Appreciation.................................    1,893,621       714,990
Select Emerging Markets.....................................      447,849       107,838
Select Strategic Growth.....................................      456,807        56,607
Fidelity VIP High Income....................................    3,203,485     2,101,683
Fidelity VIP Equity-Income..................................    2,403,160       738,147
Fidelity VIP Growth.........................................    5,148,406       854,712
T. Rowe Price International Stock...........................    3,816,563     3,208,594
                                                              -----------   -----------
Totals......................................................  $48,989,038   $28,304,068
                                                              ===========   ===========
</TABLE>

NOTE 7 -- PLAN OF SUBSTITUTION FOR PORTFOLIO OF THE TRUST

    An application has been filed with the Securities and Exchange Commission
(SEC) seeking an order approving the substitution of shares of the Select
Investment Grade Income Fund (SIGIF) for all of the shares of the Select Income
Fund (SIF). To the extent required by law, approvals of such substitution will
also be obtained from the state insurance regulators in certain jurisdictions.
The effect of the substitution will be to replace SIF shares with SIGIF shares.
The substitution is planned to be effective on or about July 1, 2000.

                                     SA-11


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