SEPARATE ACCOUNT VA-P OF FIRST ALLMERICA FIN LIFE INSUR CO, N-4, 2001-01-19

SEPARATE ACCOUNT VA-P OF FIRST ALLMERICA FIN LIFE INSUR CO
N-4, 2001-01-19

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File Nos. ________
811-8872

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Initial Registration

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 23

SEPARATE ACCOUNT VA-P OF

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(Exact Name of Registrant)

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(Name of Depositor)

440 Lincoln Street

Worcester MA 01653

(Address of Depositor's Principal Executive Offices)

(508) 855-1000

(Depositor's Telephone Number, including Area Code)

Charles F. Cronin, Secretary

First Allmerica Financial Life Insurance Company

440 Lincoln Street

Worcester MA 01653

(Name and Address of Agent for Service of Process)

It is proposed that this filing will become effective:

____ immediately upon filing pursuant to Paragraph (b) of Rule 485
____ on (date) pursuant to Paragraph (b) of Rule 485
____ 60 days after filing pursuant to Paragraph (a) (1) of Rule 485
____ on (date) pursuant to Paragraph (a) (1) of Rule 485
____ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

VARIABLE ANNUITY CONTRACTS

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act"). No filing fee is
submitted as a filing fee is not required for this type of filing. The Rule
24f-2 Notice for the issuer's fiscal year ended December 31, 1999 was filed on
or before March 30, 2000.

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall become effective in accordance with section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on such date or
dates as the Commission, acting pursuant to said section 8(a), may determine.

<PAGE>

Registrant is making this filing in order to register a new flexible payment
deferred variable annuity contract, which is the purpose of this initial
Registration Statement under the Securities Act of 1933 and amendment under the
Investment Company Act of 1940. Registrant does not intend this filing to delete
or amend any currently effective prospectus, statement of additional
information, or supplements thereto, contained in any other registration
statement of the Registrant under the Securities Act of 1933.

CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4

FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
----------------- ---------------------
<S> <C>
1 .........................Cover Page

2..........................Special Terms

3..........................Summary of Contract Features; Summary of Fees and Expenses

4..........................Condensed Financial Information; Performance Information

5..........................Description of the Company, the Variable Account and the Underlying Investment Companies

6..........................Charges and Deductions

7..........................Description of the Contract--The Accumulation Phase

8..........................Electing the Annuity Date; Description of Annuity Payout Options; Annuity Benefit Payments

9..........................Death Benefit

10.........................Payments; Computation of Values; Distribution

11.........................Surrender and Withdrawals; Surrender Charge; Withdrawal Without Surrender Charge; Texas
Optional Retirement Program

12.........................Federal Tax Considerations

13.........................Legal Matters

14.........................Statement of Additional Information-Table of Contents
</TABLE>

FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
----------------- ----------------------------------------------
<S> <C>
15.........................Cover Page

16.........................Table of Contents

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

</TABLE>

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<TABLE>

<S> <C>
18.........................Services

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

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

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

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

23.........................Financial Statements

</TABLE>

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

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

A Statement of Additional Information dated , 2001 containing more
information about this annuity is on file with the Securities and Exchange
Commission and is incorporated by reference into this Prospectus. A copy may be
obtained free of charge by calling Annuity Client Services at 1-800-688-9915.
The Table of Contents of the Statement of Additional Information is listed on
page 3 of this Prospectus. This Prospectus and the Statement of Additional
Information can also be obtained from the Securities and Exchange Commission's
website (http://www.sec.gov).

The Variable Account, known as Separate Account VA-P is subdivided into
Sub-Accounts. Each Sub-Account offered as an investment option under this
contract invests exclusively in shares of one of the following portfolios:

<TABLE>
<S> <C>
PIONEER VARIABLE CONTRACTS TRUST AIM VARIABLE INSURANCE FUNDS
Pioneer Emerging Markets VCT Portfolio AIM V.I. Aggressive Growth Fund
Pioneer Europe VCT Portfolio AIM V.I. Capital Appreciation Fund
Pioneer International Growth VCT Portfolio
Pioneer Science & Technology VCT Portfolio ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. (CLASS B)
Pioneer Mid-Cap Value VCT Portfolio Alliance Premier Growth Portfolio
Pioneer Small Company VCT Portfolio Alliance Technology Portfolio
Pioneer Growth Shares VCT Portfolio
Pioneer Real Estate Growth VCT Portfolio DELAWARE GROUP PREMIUM FUND (SERVICE CLASS)
Pioneer Fund VCT Portfolio DGPF Growth Opportunities Series
Pioneer Equity-Income VCT Portfolio DGPF Select Growth Series
Pioneer Balanced VCT Portfolio
Pioneer Swiss Franc Bond VCT Portfolio FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (CLASS
Pioneer High Yield VCT Portfolio 2)
Pioneer Strategic Income VCT Portfolio Franklin Small Cap Fund
Pioneer America Income VCT Portfolio Templeton Asset Strategy Fund
Pioneer Money Market VCT Portfolio Templeton International Smaller Companies Fund
VAN KAMPEN LIFE INVESTMENT TRUST
Van Kampen LIT Emerging Growth Portfolio
</TABLE>

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

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

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

THIS ANNUITY IS NOT A BANK DEPOSITOR OR OBLIGATION; IS NOT FEDERALLY INSURED;
AND IS NOT ENDORSED BY ANY BANK OR GOVERNMENTAL AGENCY.

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

DATED , 2001
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS............................................... 4
SUMMARY OF FEES AND EXPENSES................................ 6
SUMMARY OF CONTRACT FEATURES................................ 14
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE
UNDERLYING INVESTMENT COMPANIES............................ 19
INVESTMENT OBJECTIVES AND POLICIES.......................... 21
PERFORMANCE INFORMATION..................................... 23
DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE....... 25
A. Payments............................................. 25
B. Payment Credits...................................... 25
C. Computation of Values................................ 26
The Accumulation Unit............................... 26
Net Investment Factor............................... 26
D. Right to Cancel...................................... 27
E. Transfer Privilege................................... 27
Automatic Transfers (Dollar Cost Averaging)......... 28
Automatic Account Rebalancing....................... 28
F. Surrender and Withdrawals............................ 29
Systematic Withdrawals.............................. 29
Life Expectancy Distributions....................... 30
Systematic Level Free of Surrender Charge Withdrawal
Program............................................. 31
G. Death Benefit........................................ 31
Standard Death Benefit.............................. 31
Optional Enhanced Death Benefit Rider............... 31
Payment of the Death Benefit Prior to the Annuity
Date................................................ 32
H. The Spouse of the Owner as Beneficiary............... 32
I. Assignment........................................... 32
ANNUITIZATION -- THE PAYOUT PHASE........................... 33
A. Electing the Annuity Date............................ 33
B. Choosing the Annuity Payout Option................... 33
Fixed Annuity Payout Options........................ 34
Variable Annuity Payout Options..................... 34
C. Description of Annuity Payout Options................ 35
D. Variable Annuity Benefit Payments.................... 36
The Annuity Unit.................................... 36
Determination of the First Annuity Benefit
Payment............................................. 36
Determination of the Number of Annuity Units........ 36
Dollar Amount of Subsequent Variable Annuity Benefit
Payments............................................ 37
Payment of Annuity Benefit Payments................. 37
E. Transfers of Annuity Units........................... 37
F. Withdrawals After the Annuity Date................... 38
Calculation of Proportionate Reduction.............. 38
Calculation of Present Value........................ 38
Deferral of Withdrawals............................. 39
G. Reversal of Annuitization............................ 39
H. NORRIS Decision...................................... 40
CHARGES AND DEDUCTIONS...................................... 40
A. Variable Account Deductions.......................... 40
Mortality and Expense Risk Charge................... 40
Administrative Expense Charge....................... 41
Other Charges....................................... 41
B. Contract Fee......................................... 42
</TABLE>

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<TABLE>
<S> <C>
C. Optional Rider Charge................................ 42
D. Premium Taxes........................................ 42
E. Surrender Charge..................................... 43
Calculation of Surrender Charge..................... 43
Withdrawal Without Surrender Charge................. 44
Reduction or Elimination of Surrender Charge and
Additional Amounts Credited......................... 45
F. Transfer Charge...................................... 46
G. Withdrawal Adjustment Charge......................... 46
FEDERAL TAX CONSIDERATIONS.................................. 47
A. General.............................................. 47
The Company......................................... 47
Diversification Requirements........................ 47
Investor Control.................................... 47
B. Qualified and Non-Qualified Contracts................ 48
C. Taxation of the Contract in General.................. 48
Withdrawals Prior to Annuitization.................. 48
Withdrawals After Annuitization..................... 48
Annuity Payouts After Annuitization................. 49
Penalty on Distribution............................. 49
Assignments or Transfers............................ 49
Nonnatural Owners................................... 49
Deferred Compensation Plans of State and Local
Government and Tax-Exempt Organizations............. 50
D. Tax Withholding...................................... 50
E. Provisions Applicable to Qualified Employer Plans.... 50
Corporate and Self-Employed Pension and Profit
Sharing Plans....................................... 50
Individual Retirement Annuities..................... 50
Tax-Sheltered Annuities............................. 51
Texas Optional Retirement Program................... 51
STATEMENTS AND REPORTS...................................... 51
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........... 51
CHANGES TO COMPLY WITH LAW AND AMENDMENTS................... 52
VOTING RIGHTS............................................... 53
DISTRIBUTION................................................ 53
LEGAL MATTERS............................................... 53
FURTHER INFORMATION......................................... 54
APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT...... A-1
APPENDIX B -- SURRENDER CHARGES............................. B-1
APPENDIX C -- CONDENSED FINANCIAL INFORMATION............... C-1
APPENDIX D -- EXAMPLES OF PRESENT VALUE WITHDRAWALS......... D-1

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

3
<PAGE>
SPECIAL TERMS

ACCUMULATED VALUE: the total dollar amount of all values in the Sub-Accounts,
the Fixed Account and the Guarantee Period Accounts credited to the Contract on
any day before the Annuity Date. The Accumulated Value includes all Payment
Credits applied to the Contract.

ACCUMULATION UNIT: a measure used to calculate the value of a Sub-Account before
annuity benefit payments begin.

ANNUITANT: the person designated in the Contract whose life is used to determine
the duration of annuity benefit payments involving a life contingency. Joint
Annuitants are permitted and, unless otherwise indicated, any reference to
Annuitant shall include Joint Annuitants.

ANNUITY BENEFIT PAYMENT CHANGE FREQUENCY: the frequency (monthly, quarterly,
semi-annually or annually) that changes due to investment performance will be
reflected in the dollar value of an annuity benefit payment under a variable
annuity payout option.

ANNUITY DATE: the date specified in the Contract or a date elected later by the
Owner to begin annuity benefit payments. This date must be at least one year
after the issue date and may not be later than the Owner's 90th birthday.

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

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

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

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

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

FIXED ACCOUNT: an investment option under the Contract that guarantees principal
and a fixed minimum interest rate and which is part of the Company's General
Account.

FIXED ANNUITY PAYOUT: an annuity payout option with annuity benefit payments
that are fixed in amount and guaranteed throughout the annuity benefit payment
period.

GENERAL ACCOUNT: all the assets of the Company other than those held in a
separate account.

GROSS PAYMENT BASE: the total of all payments invested in the Contract, less any
withdrawals that exceed the Withdrawal Without Surrender Charge amount.

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

OWNER (YOU): the person, persons (Joint Owners) or entity entitled to exercise
the rights and privileges under this Contract. Unless otherwise indicated, any
reference to Owner shall include Joint Owners.

PAYMENT CREDIT: an amount added to the Contract by the Company when a payment is
made to the Contract. The amount will be a specified percentage of the payment.

4
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SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a corresponding Portfolio of the Pioneer Variable Contracts Trust
("Pioneer VCT"), AIM Variable Insurance Funds ("AVIF"), Alliance Variable
Products Series Fund, Inc. ("Alliance"), Delaware Group Premium Fund ("DGPF"),
Franklin Templeton Variable Insurance Products Trust ("FT VIP"), or Van Kampen
Life Investment Trust ("Van Kampen").

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

UNDERLYING PORTFOLIOS (PORTFOLIOS): an investment portfolio of Pioneer VCT,
AVIF, Alliance, DGPF, FT VIP or Van Kampen in which a Sub-Account invests.

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

VARIABLE ACCOUNT: Separate Account VA-P, one of the Company's separate accounts,
consisting of assets segregated from other assets of the Company. The investment
performance of the assets of the Variable Account is determined separately from
the other assets of the Company and the assets are not chargeable with
liabilities arising out of any other business which the Company may conduct.

VARIABLE ANNUITY PAYOUT: an annuity payout option providing for payments varying
in amount in accordance with the investment experience of the Underlying
Portfolios.

5
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SUMMARY OF FEES AND EXPENSES

There are certain fees and expenses that you will incur directly or indirectly
under the Contract. The purpose of the following tables is to help you
understand these various charges. The tables show (1) charges under the
Contract, (2) annual expenses of the Sub-Accounts, and (3) annual expenses of
the Portfolios during the accumulation phase. In addition to the charges and
expenses described below, premium taxes are applicable in some states and are
deducted as described under "D. Premium Taxes" under CHARGES AND DEDUCTIONS.

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

* From time to time, the Company may reduce or eliminate the surrender charge,
the period during which it applies, or both, and/or credit additional amounts on
Contracts when Contracts are sold to individuals or groups in a manner that
reduces sales expenses or where the Owner and Annuitant on the date of issue is
within certain classes of eligible individuals. For more information see
"Reduction or Elimination of Surrender Charge and Additional Amounts Credited"
under "E. Surrender Charge" in the CHARGES AND DEDUCTIONS section.

<TABLE>
<CAPTION>
TRANSFER CHARGE: None
The Company currently does not charge for processing transfers and
guarantees that the first 12 transfers in a Contract year will not be
subject to a transfer charge. For each subsequent transfer, the Com-
pany reserves the right to assess a charge, guaranteed never to exceed
$25, to reimburse the Company for the costs of processing the trans-
fer.
<S> <C> <C>
ANNUAL CONTRACT FEE: $30
During the accumulation phase, the fee is deducted annually and upon
surrender when Accumulated Value is less than $75,000. The fee is
waived for Contracts issued to and maintained by the trustee of a
401(k) plan.

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

WITHDRAWAL ADJUSTMENT CHARGE AFTER THE ANNUITY DATE:

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

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

(2) ANNUAL SUB-ACCOUNT EXPENSES:

<TABLE>
<S> <C>
(on an annual basis as a percentage of average daily net assets)
Mortality and Expense Risk Charge: 1.25%
Administrative Expense Charge: 0.15%
-----
Total Annual Expenses: 1.40%
</TABLE>

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

<TABLE>
<CAPTION>
OTHER EXPENSES TOTAL PORTFOLIO
MANAGEMENT FEE (AFTER ANY EXPENSES (AFTER
(AFTER ANY REIMBURSEMENTS/ ANY WAIVERS/
UNDERLYING PORTFOLIO VOLUNTARY WAIVERS) 12B-1 FEES WAIVERS) REIMBURSEMENTS)
-------------------- ------------------ ---------- --------------- --------------------
<S> <C> <C> <C> <C>
Pioneer Emerging Markets VCT Portfolio....... 0.00% -- 1.75% 1.75%(5)
Pioneer Europe VCT Portfolio................. 0.00% -- 1.50% 1.50%(5)
Pioneer International Growth VCT Portfolio... 1.00% -- 0.22% 1.22%(3)
Pioneer Science & Technology VCT Portfolio... 0.35% -- 0.90% 1.25%(1)(5)
Pioneer Mid-Cap Value VCT Portfolio.......... 0.65% -- 0.11% 0.76%
Pioneer Small Company VCT Portfolio
Pioneer Growth Shares VCT Portfolio.......... 0.65% -- 0.11% 0.76%(3)
Pioneer Real Estate Growth VCT Portfolio..... 0.85% -- 0.30% 1.15%(5)
Pioneer Fund VCT Portfolio................... 0.65% -- 0.15% 0.80%(3)
Pioneer Equity-Income VCT Portfolio.......... 0.65% -- 0.15% 0.80%
Pioneer Balanced VCT Portfolio............... 0.65% -- 0.13% 0.78%(4)
Pioneer Swiss Franc Bond VCT Portfolio....... 0.65% -- 0.23% 0.88%(3)(4)
Pioneer High Yield VCT Portfolio............. 0.18% -- 1.07% 1.25%(1)(5)
Pioneer Strategic Income VCT Portfolio....... 0.00% -- 1.50% 1.50%(2)(5)
Pioneer America Income VCT Portfolio......... 0.55% -- 0.26% 0.81%(3)(4)
Pioneer Money Market VCT Portfolio........... 0.50% -- 0.29% 0.79%(4)
AIM V.I. Aggressive Growth Fund
AIM V.I. Capital Appreciation Fund........... 0.62% -- 0.11% 0.73%
Alliance Premier Growth Portfolio (Class
B).......................................... 1.00% 0.25% 0.04% 1.29%
Alliance Technology Portfolio (Class B)...... 1.00% 0.25% 0.27% 1.52%(6)
DGPF Growth Opportunities Series (Service
Class)...................................... 0.75% 0.15% 0.07% 0.97%(7)
DGPF Select Growth Series (Service Class).... 0.74% 0.15% 0.06% 0.95%(7)
Franklin Small Cap Fund (Class 2)............ 0.55% 0.25% 0.27% 1.07%(8)(9)
Templeton Asset Strategy Fund (Class 2)...... 0.60% 0.25% 0.18% 1.03%(8)(10)
Templeton International Smaller Companies
Fund (Class 2).............................. 0.85% 0.25% 0.26% 1.36%(8)
Van Kampen LIT Emerging Growth Portfolio..... 0.67% -- 0.18% 0.85%(11)
</TABLE>

(1)Portfolios commenced operations on May 1, 2000, therefore expenses shown are
estimated. For the fiscal year ending December 31, 2000, assuming no voluntary
limitations, total expenses attributable to Class I

7
<PAGE>
shares as a percentage of average daily net assets are estimated to be 1.65% for
the Pioneer Science & Technology VCT Portfolio and 1.72% for the Pioneer High
Yield VCT Portfolio.

(2)Portfolio commenced operations on July 29, 1999; therefore expenses shown are
annualized.

(3)Pioneer has agreed voluntarily to limit its management fee and/or reimburse
each portfolio for expenses to the extent that total expenses attributable to
Class I shares will not exceed 1.50% for the Pioneer International Growth VCT
Portfolio, and 1.25% for the Pioneer America Income VCT Portfolio, Pioneer
Growth Shares VCT Portfolio, Pioneer Fund VCT Portfolio and Pioneer Swiss Franc
Bond VCT Portfolio. The total operating expenses attributable to Class I shares
of these Portfolios were less than their respective expense limitations during
1999. The declaration of a voluntary limitation and/or reimbursement in any year
does not bind Pioneer Investment Management, Inc. ("Pioneer") to declare further
expense limitations with respect to these portfolios. These limitations/waivers
may be terminated at any time with notice.

(4)Total expenses are gross of amounts paid in connection with certain expense
offset arrangements. Assuming reduction for expense offset arrangements, total
operating expenses attributable to Class I shares for the fiscal year ended
December 31, 1999, would have been 0.79% for the Pioneer America Income VCT
Portfolio, 0.77% for the Pioneer Balanced VCT Portfolio, 0.78% for the Pioneer
Money Market VCT Portfolio, and 0.87% for the Pioneer Swiss Franc Bond VCT
Portfolio.

(5)Pioneer has agreed voluntarily to limit its management fee and/or reimburse
each portfolio for expenses to the extent that total expenses attributable to
Class I shares will not exceed 1.75% for the Pioneer Emerging Markets VCT
Portfolio, 1.50% for the Pioneer Europe VCT Portfolio, and 1.25% for the Pioneer
High Yield VCT Portfolio, Pioneer Real Estate Growth VCT Portfolio, Pioneer
Science & Technology VCT Portfolio and Pioneer Strategic Income VCT Portfolio.
The declaration of a voluntary limitation and/or reimbursement in any year does
not bind Pioneer to declare further expense limitations with respect to these
portfolios. These limitations/waivers may be terminated at any time with notice.

Excluding certain offset arrangements, but after the affect of the voluntary
limitations, expenses attributable to Class I shares would have been 1.88% for
the Pioneer Emerging Markets VCT Portfolio, 1.53% for the Pioneer Europe VCT
Portfolio, 1.15% for the Pioneer Real Estate Growth VCT Portfolio, and 1.54% for
the Pioneer Strategic Income VCT Portfolio. For the fiscal year ended
December 31, 1999, assuming no voluntary limitations and no expense offset
arrangements, Portfolio expenses as a percentage of average daily net assets
attributable to Class I shares were 6.56% for the Pioneer Emerging Markets VCT
Portfolio, 2.58% for the Pioneer Europe VCT Portfolio, 1.30% for the Pioneer
Real Estate Growth VCT Portfolio and 8.68% for the Pioneer Strategic Income VCT
Portfolio. On April 1, 1999, Pioneer agreed to waive a portion of its
management fee from 1.00% to 0.80% of the Pioneer Real Estate Growth VCT
Portfolio's average daily net assets. Pioneer reduced the portfolio's management
fee to 0.80% effective December 14, 1999.

(6)From time to time, the Alliance Technology Portfolio's investment adviser, in
its own discretion, may voluntarily waive all or part of its fees and/or
voluntarily assume certain portfolio expenses. An expense cap of 1.20% which was
in effect during 1999, is no longer in effect as of May 1, 2000. Therefore, the
expenses shown in the above table have been restated to reflect current fees
without the cap.

(7)Service Class inception is May 1, 2000. Fees and Expenses shown are based on
those for the Standard Class. Effective May 1, 2000 through October 31, 2000,
the investment advisor, Delaware Management Company, has voluntarily agreed to
waive its management fee and reimburse each Series for expenses to the extent
that total expenses will not exceed 0.85%, exclusive of the 12b-1 fee. Total
expenses of the Select Growth Series before waiver and/or reimbursement would
have been 0.96%, inclusive of the 12b-1 fee.

(8)The fund's class 2 distribution plan or "rule 12b-1 plan" is described in the
fund's prospectus.

8
<PAGE>
(9)On 2/8/00, a merger and reorganization was approved that combined the assets
of the Franklin Small Cap Fund with a similar fund of the Templeton Variable
Products Series Fund, effective 5/1/00. On 2/28/00, fund shareholders approved
new management fees, which apply to the combined fund effective 5/1/00. The
table shows restated total expenses based on the new fees and assets of the fund
as of 12/31/99, and not the assets of the combined fund. However, if the table
reflected both the new fees and the combined assets, the fund's expenses after
May 1, 2000 would be estimated to be the same.

(10)On 2/8/00, shareholders approved a merger and reorganization that combined
the Templeton Asset Strategy Fund with the Templeton Global Asset Allocation
Fund, effective 5/1/00. The shareholders of that fund had approved new
management fees, which apply to the combined fund effective 5/1/00. The table
shows restated total expenses based on the new fees and the assets of the fund
as of 12/31/99, and not the assets of the combined fund. However, if the table
reflected both the new fees and the combined assets, the fund's expenses after
5/1/00 would be estimated as: Management Fees 0.60%, 12b-1 Fees 0.25%, Other
Expenses 0.14%, and Total Fund Expenses 0.99%.

(11)Without taking into effect the voluntary fee waiver of 0.85%, the Van Kampen
LIT Emerging Growth Portfolio's management fee, other expenses and total
portfolio expenses would have been 0.70%, 0.18% and 0.88%, respectively, for the
fiscal year ended December 31, 1999.

The Underlying Portfolio information above was provided by the Underlying
Portfolios and was not independently verified by the Company.

EXPENSE EXAMPLES: The following examples demonstrate the cumulative expenses
which an Owner would pay during the accumulation phase at 1-year, 3-year,
5-year, and 10-year intervals under certain contingencies. Each example assumes
a $1,000 investment in a Sub-Account and a 5% annual return on assets and
assumes that the Underlying Portfolio expenses listed above remain the same in
each of the 1, 3, 5, and 10-year intervals. As required by rules of the
Securities and Exchange Commission ("SEC"), the Contract fee is reflected in the
examples by a method designed to show the "average" impact on an investment in
the Variable Account. The total Contract fees collected are divided by the total
average net assets attributable to the Contracts. The resulting percentage is
0.04%, and the amount of the Contract fee is assumed to be $0.40 in the
examples. The Contract fee is only deducted when the Accumulated Value is less
than $75,000. Lower costs apply to Contracts owned and maintained under a 401(k)
plan. Because the expenses of the Underlying Portfolios differ, separate
examples are used to illustrate the expenses incurred by an Owner on an
investment in the various Sub-Accounts.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

9
<PAGE>
(1)(a) If, at the end of the applicable time period, you surrender your
Contract, you would have paid the following expenses on a $1,000 investment,
assuming a 5% annual return on assets, and no Rider.

<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Pioneer Emerging Markets VCT Portfolio.....................
Pioneer Europe VCT Portfolio...............................
Pioneer International Growth VCT Portfolio.................
Pioneer Science & Technology VCT Portfolio.................
Pioneer Mid-Cap Value VCT Portfolio........................
Pioneer Small Company VCT Portfolio
Pioneer Growth Shares VCT Portfolio........................
Pioneer Real Estate Growth VCT Portfolio...................
Pioneer Fund VCT Portfolio.................................
Pioneer Equity-Income VCT Portfolio........................
Pioneer Balanced VCT Portfolio.............................
Pioneer Swiss Franc Bond VCT Portfolio.....................
Pioneer High Yield VCT Portfolio...........................
Pioneer Strategic Income VCT Portfolio.....................
Pioneer America Income VCT Portfolio.......................
Pioneer Money Market VCT Portfolio.........................
AIM V.I. Aggressive Growth Fund
AIM V.I. Capital Appreciation Fund.........................
Alliance Premier Growth Portfolio..........................
Alliance Technology Portfolio..............................
DGPF Growth Opportunities Series...........................
DGPF Select Growth Series..................................
Franklin Small Cap Fund....................................
Templeton Asset Strategy Fund..............................
Templeton International Smaller Companies Fund.............
Van Kampen LIT Emerging Growth Portfolio...................
</TABLE>

10
<PAGE>
(1)(b) If, at the end of the applicable time period, you surrender your
Contract, you would have paid the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and election at issue of the Enhanced
Death Benefit Rider With Annual Step-Up.

11
<PAGE>
(2)(a) If, at the end of the applicable time period, you do not surrender your
Contract or you annuitize, you would have paid the following expenses on a
$1,000 investment, assuming a 5% annual return on assets, and no Rider.

<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Pioneer Emerging Markets VCT Portfolio..................... $32 $98 $167 $349
Pioneer Europe VCT Portfolio............................... $30 $91 $155 $326
Pioneer International Growth VCT Portfolio................. $27 $83 $141 $299
Pioneer Science & Technology VCT Portfolio................. $27 $84 $142 $302
Pioneer Mid-Cap Value VCT Portfolio........................ $22 $69 $118 $253
Pioneer Small Company VCT Portfolio
Pioneer Growth Shares VCT Portfolio........................ $22 $69 $118 $253
Pioneer Real Estate Growth VCT Portfolio................... $26 $81 $138 $292
Pioneer Fund VCT Portfolio................................. $23 $70 $120 $257
Pioneer Equity-Income VCT Portfolio........................ $23 $70 $120 $257
Pioneer Balanced VCT Portfolio............................. $23 $69 $119 $255
Pioneer Swiss Franc Bond VCT Portfolio..................... $24 $72 $124 $266
Pioneer High Yield VCT Portfolio........................... $27 $84 $142 $302
Pioneer Strategic Income VCT Portfolio..................... $30 $91 $155 $326
Pioneer America Income VCT Portfolio....................... $23 $70 $120 $258
Pioneer Money Market VCT Portfolio......................... $23 $70 $119 $256
AIM V.I. Aggressive Growth Fund
AIM V.I. Capital Appreciation Fund......................... $22 $68 $116 $250
Alliance Premier Growth Portfolio.......................... $28 $85 $144 $306
Alliance Technology Portfolio.............................. $30 $92 $156 $328
DGPF Growth Opportunities Series........................... $24 $75 $129 $275
DGPF Select Growth Series.................................. $24 $75 $128 $273
Franklin Small Cap Fund.................................... $25 $78 $134 $285
Templeton Asset Strategy Fund.............................. $25 $77 $132 $281
Templeton International Smaller Companies Fund............. $28 $87 $148 $313
Van Kampen LIT Emerging Growth Portfolio................... $23 $72 $123 $263
</TABLE>

12
<PAGE>
(2)(b) If, at the end of the applicable time period, you do not surrender your
Contract or you annuitize, you would have paid the following expenses on a
$1,000 investment, assuming a 5% annual return on assets and election at issue
of the Enhanced Death Benefit Rider With Annual Step-Up.

<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Pioneer Emerging Markets VCT Portfolio.....................
Pioneer Europe VCT Portfolio...............................
Pioneer International Growth VCT Portfolio.................
Pioneer Science & Technology VCT Portfolio.................
Pioneer Mid-Cap Value VCT Portfolio........................
Pioneer Small Company VCT Portfolio
Pioneer Growth Shares VCT Portfolio........................
Pioneer Real Estate Growth VCT Portfolio...................
Pioneer Fund VCT Portfolio.................................
Pioneer Equity-Income VCT Portfolio........................
Pioneer Balanced VCT Portfolio.............................
Pioneer Swiss Franc Bond VCT Portfolio.....................
Pioneer High Yield VCT Portfolio...........................
Pioneer Strategic Income VCT Portfolio.....................
Pioneer America Income VCT Portfolio.......................
Pioneer Money Market VCT Portfolio.........................
AIM V.I. Aggressive Growth Fund
AIM V.I. Capital Appreciation Fund.........................
Alliance Premier Growth Portfolio..........................
Alliance Technology Portfolio..............................
DGPF Growth Opportunities Series...........................
DGPF0 Select Growth Series.................................
Franklin Small Cap Fund....................................
Templeton Asset Strategy Fund..............................
Templeton International Smaller Companies Fund.............
Van Kampen LIT Emerging Growth Portfolio...................
</TABLE>

13
<PAGE>
SUMMARY OF CONTRACT FEATURES

WHAT IS THE PIONEER XTRAVISION VARIABLE ANNUITY?

The Pioneer XtraVision variable annuity contract or certificate ("Contract") is
an insurance contract designed to help you, the Owner, accumulate assets for
your retirement or other important financial goals on a tax-deferred basis. The
Contract may be purchased up to age 85 of the oldest Owner or, if the Owner is
not a natural person, the oldest Annuitant. The Contract combines the concept of
professional money management with the attributes of an annuity contract.
Features available through the Contract include:

- a customized investment portfolio;

- a Payment Credit equal to 4% of your payment, added to the Contract's
Accumulated Value as soon as your payment is applied;

- experienced professional investment advisers;

- tax deferral on earnings;

- guarantees that can protect your family;

- withdrawals during the accumulation and annuitization phases; and

- income that you can receive for life.

WHAT HAPPENS IN THE ACCUMULATION PHASE?

The Contract has two phases: an accumulation phase and, if you choose to
annuitize, an annuity payout phase (described below). During the accumulation
phase, you may allocate your initial payment and any additional payments you
choose to make among the Sub-Accounts investing in the portfolios of securities
("Underlying Portfolios") and to the Fixed Account (collectively "the investment
options.") You select the investment options most appropriate for your
investment needs. As those needs change, you may also change your allocation
without incurring any tax consequences. Your Contract's Accumulated Value is
based on the investment performance of the Underlying Portfolios and any
accumulations in the Fixed Account. You do not pay taxes on any earnings under
the Contract until you withdraw money. In addition, during the accumulation
phase, your beneficiaries receive certain protections in the event of your
death. See discussion below: WHAT HAPPENS UPON MY DEATH DURING THE ACCUMULATION
PHASE?

WHAT HAPPENS UPON MY DEATH DURING THE ACCUMULATION PHASE?

If you or a Joint Owner dies before the Annuity Date, a standard death benefit
will be paid to the beneficiary. (No death benefit is payable at the death of
any Annuitant except when the Owner is not a natural person.) Three optional
Enhanced Death Benefit Riders are also available at issue for a separate monthly
charge. See "G. Death Benefit" under DESCRIPTION OF THE CONTRACT -- THE
ACCUMULATION PHASE.

WHAT HAPPENS IN THE ANNUITY PAYOUT PHASE?

During the annuity payout phase, you, or the payee you designate, can receive
income based on one of the numerous annuity payout options available under the
Contract. You choose:

- the annuity payout option;

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

14
<PAGE>
- whether you want variable annuity benefit payments based on the investment
performance of the Underlying Portfolios, fixed-amount annuity benefit
payments with payment amounts guaranteed by the Company, or a combination
of fixed-amount and variable annuity benefit payments; and whether you
want certain protections provided under optional riders.

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

WHO ARE THE KEY PERSONS UNDER THE CONTRACT

The Contract is between you, (the "Owner"), and us, First Allmerica Financial
Life Insurance Company. Each Contract has an Owner (or an Owner and a Joint
Owner), an Annuitant (or an Annuitant and a Joint Annuitant) and one or more
beneficiaries. As Owner, you may:

- make payments

- choose investment allocations

- choose annuity payout options

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

- select the Annuitant and beneficiary.

The Annuitant is the person whose life is used to determine the duration of
annuity benefit payments involving a life contingency. There must be at least
one Annuitant at all times. If an Annuitant dies and a replacement is not named,
the Owner will become the new Annuitant. The beneficiary is the person(s) or
entity entitled to the death benefit at the death of a sole Owner prior to the
Annuity Date. In the case of the death of a Joint Owner, the surviving Joint
Owner will receive the death benefit. Under certain circumstances, the
beneficiary may be entitled to annuity benefit payments upon the death of an
Owner on or after the Annuity Date.

HOW MUCH CAN I INVEST AND HOW OFTEN?

During the Accumulation Phase, you may make additional payments. Total payments
under the Contract can exceed $5,000,000 only with the Company's prior approval.
The number and frequency of your payments are flexible, subject only to a $1,000
minimum for your initial payment and a $50 minimum for any additional payments.
A lower initial payment is permitted for certain qualified plans and where
monthly payments are being forwarded directly from a financial institution.

Each time you make a payment, you will receive a Payment Credit equal to 4% of
your payment. This Payment Credit will be immediately invested along with your
payment. However, if you cancel the Contract under its "Right to Examine"
provision, your refund will be reduced by the amount of the Payment Credit. For
more information, see "D. Right to Cancel" under DESCRIPTION OF THE CONTRACT --
THE ACCUMULATION PHASE.

WHAT ARE MY INVESTMENT CHOICES?

You may choose among the Sub-Accounts investing in the Underlying Portfolios and
the Fixed Account.

15
<PAGE>
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing in the
following twenty-six Underlying Portfolios:

<TABLE>
<S> <C>
Pioneer Emerging Markets VCT Portfolio Pioneer Strategic Income VCT Portfolio
Pioneer Europe VCT Portfolio Pioneer America Income VCT Portfolio
Pioneer International Growth VCT Portfolio Pioneer Money Market VCT Portfolio
Pioneer Science & Technology VCT Portfolio AIM V.I. Aggressive Growth Fund
Pioneer Mid-Cap Value VCT Portfolio AIM V.I. Capital Appreciation Fund
Pioneer Small Company VCT Portfolio Alliance Premier Growth Portfolio
Pioneer Growth Shares VCT Portfolio Alliance Technology Portfolio
Pioneer Real Estate Growth VCT Portfolio DGPF Growth Opportunities Series
Pioneer Pioneer Fund VCT Portfolio DGPF Select Growth Series
Pioneer Equity-Income VCT Portfolio Franklin Small Cap Fund
Pioneer Balanced VCT Portfolio Templeton Asset Strategy Fund
Pioneer Swiss Franc Bond VCT Portfolio Templeton International Smaller Companies Fund
Pioneer High Yield VCT Portfolio Van Kampen LIT Emerging Growth Portfolio
</TABLE>

Each Underlying Portfolio operates pursuant to different investment objectives,
and this range of investment options enables you to allocate your money among
the Underlying Portfolios to meet your particular investment needs. FOR A MORE
DETAILED DESCRIPTION OF THE UNDERLYING PORTFOLIOS, SEE INVESTMENT OBJECTIVES AND
POLICIES.

FIXED ACCOUNT. The Fixed Account is part of the General Account, which consists
of all the Company's assets other than those allocated to the Variable Account
and any other separate account. Allocations to the Fixed Account are guaranteed
as to principal and a minimum rate of interest. Additional excess interest may
be declared periodically at the Company's discretion. The initial rate in effect
on the date an amount is allocated to the Fixed Account will be guaranteed for
one year from that date. For more information about the Fixed Account, see
APPENDIX -- MORE INFORMATION ABOUT THE FIXED ACCOUNT.

WHO ARE THE INVESTMENT ADVISERS OF THE UNDERLYING PORTFOLIOS?

Pioneer Investment Management, Inc. is the investment adviser to each Portfolio
of Pioneer Variable Contracts Trust. A I M Advisors, Inc. is the investment
adviser for the AIM V.I. Aggressive Growth Fund and AIM V.I. Capital
Appreciation Fund of AIM Variable Insurance Funds. Alliance Capital Management,
L.P. serves as the investment adviser to the Alliance Premier Growth Portfolio
and Alliance Technology Portfolio of Alliance Variable Products Series Fund,
Inc. Delaware Management Company is the investment adviser for the DGPF Growth
Opportunities Series and DGPF Select Growth Series of Delaware Group Premium
Fund. The investment adviser for Franklin Small Cap Fund is Franklin Advisers,
Inc. Templeton Investment Counsel, Inc. is the adviser to the Templeton Asset
Strategy Fund and the Templeton International Smaller Companies Fund of Franklin
Templeton Variable Insurance Products Trust. The investment adviser for the Van
Kampen LIT Emerging Growth Portfolio of the Van Kampen Life Investment Trust is
Van Kampen Asset Management Inc.

CAN I MAKE TRANSFERS AMONG THE INVESTMENT OPTIONS?

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

16
<PAGE>
The first 12 transfers in a Contract year are guaranteed to be free of a
transfer charge. For each subsequent transfer in a Contract year, the Company
does not currently charge but reserves the right to assess a processing charge
guaranteed never to exceed $25.

If you authorize automatic periodic transfers (under an Automatic Transfers
program (Dollar Cost Averaging), or Automatic Account Rebalancing program) the
first automatic transfer of rebalancing under a request counts as one transfer
for purposes of the 12 transfers guaranteed to be free of a transfer charge in
each Contract year. Each subsequent transfer or rebalancing under that request
is without charge and does not reduce the remaining number of transfers which
may be made free of charge in that Contract year.

WHAT IF I NEED MY MONEY BEFORE THE ANNUITY PAYOUT PHASE BEGINS?

Before the annuity payout phase begins, you may surrender your Contract or make
withdrawals at any time. A 10% tax penalty may apply on all amounts deemed to be
earnings if you are under age 59 1/2. Each calendar year, you can withdraw
without a surrender charge the Withdrawal Without Surrender Charge Amount. The
Withdrawal Without Surrender Charge Amount in each calendar year will be the
greater of:

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

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

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

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

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

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

CAN I EXAMINE THE CONTRACT?

Yes. Your Contract will be delivered to you after your purchase. If you return
the Contract to the Company within ten days of receipt, the Contract will be
cancelled. There may be a longer period in certain jurisdictions; see the "Right
to Examine" provision on the cover of your Contract.

If you cancel the Contract, you will receive the Contract's Accumulated Value
plus any fees or charges that may have been deducted, less the Payment
Credit(s). However, if required in your state or if the Contract was issued as
an Individual Retirement Annuity (IRA), you will generally receive a refund of
your gross payment(s). In certain jurisdictions this refund may be the greater
of (1) your gross payment(s) or (2) the Accumulated Value plus any fees or
charges previously deducted, less any Payment Credit(s). See "D. Right to
Cancel" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE.

Each time you make a payment, you will receive a Payment Credit equal to 4% of
the payment. The Payment Credit will be immediately invested along with your
payment. However, if you cancel the Contract under its "Right to Examine"
provision, your refund will be reduced by the amount of the Payment Credit(s).
If the "Right to Examine" provision in your state provides that you will receive
the Accumulated Value of the Contract (adjusted as described above), this means
that you receive any gains and bear any losses attributable

17
<PAGE>
to the Payment Credit. For more information, see "D. Right to Cancel" under
DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE.

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

You can make several changes after receiving your Contract:

- You may assign your ownership to someone else, except under certain
qualified plans.

- You may change the beneficiary, unless you have designated an irrevocable
beneficiary.

- You may change your allocation of payments.

- You may make transfers among the Sub-Accounts without any tax
consequences.

- You may cancel your Contract within ten days of delivery (or longer if
required by state law).

18
<PAGE>
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
AND THE UNDERLYING INVESTMENT COMPANIES

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

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

The Company is a charter member of the Insurance Marketplace Standards
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that covers the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness, and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.

THE VARIABLE ACCOUNT. The Company maintains a separate account called Separate
Account VA-P (the "Variable Account"). The Variable Account was authorized by
vote of the Board of Directors of the Company on October 27, 1994. The Variable
Account is registered with the SEC as a unit investment trust under the
Investment Company Act of 1940 ("the 1940 Act"). This registration does not
involve the supervision or management of investment practices or policies of the
Variable Account or the Company by the SEC.

The Variable Account is a separate investment account of the Company. The assets
used to fund the variable portions of the Contract are set aside in the
Sub-Accounts of the Variable Account, and are kept separate from the general
assets of the Company. Each Sub-Account is administered and accounted for as
part of the general business of the Company. The income, capital gains or
capital losses of each Sub-Account, however, are allocated to each Sub-Account,
without regard to any other income, capital gains or capital losses of the
Company. Obligations under the Contract are obligations of the Company. Under
Delaware law, the assets of the Variable Account may not be charged with any
liabilities arising out of any other business of the Company.

The Company reserves the right, subject to compliance with applicable law, to
change the names of the Variable Account and the Sub-Accounts. The Company may
offer other variable annuity contracts investing in the Variable Account which
are not discussed in this Prospectus. The Variable Account also may invest in
other underlying portfolios which are not available to the Contracts described
in this Prospectus.

THE UNDERLYING INVESTMENT COMPANIES

PIONEER VARIABLE CONTRACT TRUST

Pioneer Variable Contracts Trust ("Pioneer VCT") is an open-end, management
investment company registered with the SEC under the 1940 Act. Such registration
does not involve supervision by the SEC of the investments or investment policy
of Pioneer VCT or its separate investment Portfolios. Pioneer Investment
Management, Inc. ("Pioneer") is the investment adviser to each Portfolio.
Pioneer also provides investment research and portfolio management services to a
number of other retail mutual funds and certain institutional clients. Pioneer
is a wholly owned subsidiary of The Pioneer Group, Inc. ("PGI"). PGI,
established in 1928, is one of America's oldest investment managers and has its
principal place of business at 60 State Street, Boston, Massachusetts.

19
<PAGE>
AIM VARIABLE INSURANCE FUNDS

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

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

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

DELAWARE GROUP PREMIUM FUND

Delaware Group Premium Fund ("DGPF"), previously a Maryland corporation
organized on February 19, 1987 and reorganized as a Delaware business trust on
December 15, 1999, is an open-end management investment company registered with
the SEC under the 1940 Act. Delaware Management Company, a series of Delaware
Management Business Trust ("Delaware Management") is the investment adviser for
the DGPF Growth Opportunities Series and the DGPF Select Growth Series. Delaware
Management and its predecessors have been managing the funds in the Delaware
Investments family since 1938.

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

Franklin Templeton Variable Insurance Products Trust ("FT VIP") and the funds'
investment managers and their affiliates manage over $2XX billion (as of
December 31, 2000) in assets. In 1992, Franklin joined forces with Templeton, a
pioneer in international investing. The Mutual Advisers organization became part
of the Franklin Templeton organization four years later. Templeton Investment
Counsel, Inc. is adviser to both Templeton Asset Strategy Fund and Templeton
International Smaller Companies Fund. The investment adviser to the Franklin
Small Cap Fund is Franklin Advisers, Inc.

VAN KAMPEN LIFE INVESTMENT TRUST

Van Kampen Life Investment Trust ("Van Kampen") is a diversified, open-end
management investment company registered with the SEC under the 1940 Act. Van
Kampen Asset Management Inc. is the investment adviser for the Van Kampen LIT
Emerging Growth Portfolio. The adviser is a wholly owned subsidiary of Van
Kampen Investments Inc., a diversified asset management company. Van Kampen
Investments Inc. is an indirect wholly owned subsidiary of Morgan Stanley Dean
Witter & Co.

20
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

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

PIONEER VARIABLE CONTRACTS TRUST:

PIONEER EMERGING MARKETS VCT PORTFOLIO -- invests in securities of emerging
market issuers for long-term growth of capital.

PIONEER EUROPE VCT PORTFOLIO -- invests in European issuers for long-term growth
of capital.

PIONEER INTERNATIONAL GROWTH VCT PORTFOLIO -- invests primarily in non-U.S.
equity securities for long-term growth of capital.

PIONEER SCIENCE & TECHNOLOGY VCT PORTFOLIO -- invests for capital growth in
common stock and other equity securities of companies expected to benefit from
the development, advancement or use of science or technology.

PIONEER MID-CAP VALUE VCT PORTFOLIO -- invests in a diversified portfolio of
common stocks for capital appreciation. This portfolio formerly was known as the
Capital Growth Portfolio.

PIONEER SMALL COMPANY VCT PORTFOLIO -- seeks capital appreciation primarily
through small companies capitalized at $1 billion or less at the time of
purchase.

PIONEER GROWTH SHARES VCT PORTFOLIO -- invests in equity securities for
appreciation of capital.

PIONEER REAL ESTATE GROWTH VCT PORTFOLIO -- invests primarily in REITs and other
real estate industry companies for long-term growth of capital. Current income
is the portfolio's secondary investment objective.

PIONEER FUND VCT PORTFOLIO -- invests in a broad list of carefully selected,
reasonably priced securities for reasonable income and growth. This portfolio
formerly was known as the Growth and Income Portfolio.

PIONEER EQUITY-INCOME VCT PORTFOLIO -- invests in a portfolio of income
producing equity securities of U.S. corporations for current income and
long-term capital growth.

PIONEER BALANCED VCT PORTFOLIO -- invests for capital growth and current income
by actively managing investments in a diversified portfolio of common stocks and
bonds.

PIONEER SWISS FRANC BOND VCT PORTFOLIO -- invests to approximate the performance
of the Swiss franc relative to the U.S. dollar while earning a reasonable level
of income.

PIONEER HIGH YIELD VCT PORTFOLIO -- invests in below investment grade debt
securities and preferred stocks to maximize total return.

PIONEER STRATEGIC INCOME VCT PORTFOLIO -- invests in debt securities for a high
level of current income.

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PIONEER AMERICA INCOME VCT PORTFOLIO -- invests for as high a level of current
income as is consistent with the preservation of capital. The portfolio invests
in U.S. government securities.

PIONEER MONEY MARKET VCT PORTFOLIO -- invests for current income consistent with
preserving capital and providing liquidity.

AIM VARIABLE INSURANCE FUNDS:

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

AIM V.I. CAPITAL APPRECIATION FUND -- seeks growth of capital through investment
in common stocks, with emphasis on medium- and small-sized growth companies.

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:

ALLIANCE PREMIER GROWTH PORTFOLIO (CLASS B) -- seeks growth of capital by
pursuing aggressive investment policies.

ALLIANCE TECHNOLOGY PORTFOLIO (CLASS B) -- emphasizes growth of capital and
invests for capital appreciation. Current income is only an incidental
consideration.

DELAWARE GROUP PREMIUM FUND:

DGPF GROWTH OPPORTUNITIES SERIES (SERVICE CLASS) -- seeks long-term capital
appreciation by investing its assets in a diversified portfolio of securities
exhibiting the potential for significant growth.

DGPF SELECT GROWTH SERIES (SERVICE CLASS) -- seeks to provide long-term capital
appreciation which the Fund attempts to achieve by investing primarily in equity
securities of companies which the investment manager believes have the potential
for high earnings growth.

FRANKIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST:

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

TEMPLETON ASSET STRATEGY FUND (CLASS 2) -- seeks a high level of total return.
The fund invests in equity securities in any nation, debt securities of
companies and governments of any nation, including emerging markets, and in
money market instruments.

TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND (CLASS 2) -- seeks long-term
capital appreciation. The fund invests primarily in the equity securities of
smaller companies located outside the U.S., including emerging markets.

VAN KAMPEN LIFE INVESTMENT TRUST:

VAN KAMPEN LIT EMERGING GROWTH PORTFOLIO -- seeks capital appreciation.

If there is a material change in the investment policy of a Sub-Account or the
Portfolio in which it invests, the Owner will be notified of the change. If the
Owner has values allocated to that Sub-Account, the Company will transfer it
without charge on written request by the Owner to another Sub-Account or to the
Fixed Account. The Company must receive such written request within 60 days of
the later of (1) the effective date of the change in the investment policy, or
(2) the receipt of the notice of the Owner's right to transfer.

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PERFORMANCE INFORMATION

This Contract was first offered to the public in 2001. However, in order to help
people understand how investment performance can affect money invested in the
Sub-Accounts, the Company may advertise "total return" and "average annual total
return" performance information based on (1) the periods that the Sub-Accounts
have been in existence and (2) the periods that the Underlying Portfolios have
been in existence. Performance results in Tables 1A and 2A reflect the
applicable deductions for the Contract fee, Sub-Account charges and Underlying
Portfolio charges under this Contract and also assume that the Contract is
surrendered at the end of the applicable period. Performance results in Tables
1B and 2B do not include the Contract fee and assume that the Contract is not
surrendered at the end of the applicable period. Neither set of tables includes
the optional Rider charge. Both the total return and yield figures are based on
historical earnings and are not intended to indicate future performance. All
performance tables referenced in this section may be found in the SAI.

The "total return" of a Sub-Account refers to the total of the income generated
by an investment in the Sub-Account and of the changes in the value of the
principal (due to realized and unrealized capital gains or losses) for a
specified period, reduced by Variable Account charges, and expressed as a
percentage. The "average annual total return" represents the average annual
percentage change in the value of an investment in the Sub-Account over a given
period of time. It represents averaged figures as opposed to the actual
performance of a Sub-Account, which will vary from year to year.

The yield of the Sub-Account investing in the Pioneer Money Market VCT Portfolio
refers to the income generated by an investment in the Sub-Account over a
seven-day period (which period will be specified in the advertisement). This
income is then "annualized" by assuming that the income generated in the
specific week is generated over a 52-week period. This annualized yield is shown
as a percentage of the investment. The "effective yield" calculation is similar
but, when annualized, the income earned by an investment in the Sub-Account is
assumed to be reinvested. Thus the effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.

The yield of a Sub-Account investing in a Portfolio other than the Pioneer Money
Market VCT Portfolio refers to the annualized income generated by an investment
in the Sub-Account over a specified 30-day or one-month period. The yield is
calculated by assuming that the income generated by the investment during that
30-day or one-month period is generated each period over a 12-month period and
is shown as a percentage of the investment.

Quotations of average annual total return as shown in Table 1A are calculated in
the manner prescribed by the SEC and show the percentage rate of return of a
hypothetical initial investment of $1,000 for the most recent one, five and ten
year period or for a period covering the time the Sub-Account has been in
existence, if less than the prescribed periods. The calculation is adjusted to
reflect the deduction of the annual Sub-Account asset charge of 1.40%, the
effect of the $30 annual Contract fee, the Underlying Portfolio charges and the
surrender charge which would be assessed if the investment were completely
withdrawn at the end of the specified period. The calculation is not adjusted to
reflect the deduction of any optional Rider charges. Quotations of supplemental
average total returns, as shown in Table 1B, are calculated in exactly the same
manner and for the same periods of time except that they do not reflect the
Contract fee and assume that the Contract is not surrendered at the end of the
periods shown.

The performance shown in Tables 2A and 2B in the SAI is calculated in exactly
the same manner as the performance in Tables 1A and 1B; however, the period of
time is based on the Underlying Portfolio's lifetime, which may predate the
Sub-Account's inception date. These performance calculations are based on the
assumption that the Sub-Account corresponding to the applicable Underlying
Portfolio was actually in existence throughout the stated period and that the
contractual charges and expenses during that period were equal to those
currently assessed under this Contract. For more detailed information about
these performance calculations, including actual formulas, see the SAI.

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PERFORMANCE INFORMATION FOR ANY SUB-ACCOUNT REFLECTS ONLY THE PERFORMANCE OF A
HYPOTHETICAL INVESTMENT IN THE SUB-ACCOUNT DURING THE TIME PERIOD ON WHICH THE
CALCULATIONS ARE BASED. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF
THE INVESTMENT OBJECTIVES AND POLICIES AND RISK CHARACTERISTICS OF THE
UNDERLYING PORTFOLIO IN WHICH THE 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.

Performance information for a Sub-Account may be compared, in reports and
promotional literature, to:

(1) the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"), Dow
Jones Industrial Average ("DJIA"), Shearson Lehman Aggregate Bond Index
or other unmanaged indices, so that investors may compare the Sub-Account
results with those of a group of unmanaged securities widely regarded by
investors as representative of the securities markets in general; or

(2) other groups of variable annuity separate accounts or other investment
products tracked by Lipper Analytical Services, a widely used independent
research firm which ranks mutual funds and other investment products by
overall performance, investment objectives, and assets, or tracked by
other services, companies, publications, or persons, who rank such
investment products on overall performance or other criteria; or

(3) the Consumer Price Index (a measure for inflation) to assess the real
rate of return from an investment in the Sub-Account. Unmanaged indices
may assume the reinvestment of dividends but generally do not reflect
deductions for administrative and management costs and expenses. In
addition, relevant broad-based indices and performance from independent
sources may be used to illustrate the performance of certain Contract
features.

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

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DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE

A. PAYMENTS

The latest Issue Date is age 85 of the oldest Owner or, if the Owner is not a
natural person, the oldest Annuitant. The Company will issue a Contract when its
underwriting requirements are met. These requirements include receipt of the
initial payment and allocation instructions by the Company at its Principal
Office and may include the proper completion of an application; however, where
permitted by law, the Company may issue a Contract without completion of an
application. If all issue requirements are not completed within five business
days of the Company's receipt of the initial payment, the payment will be
returned immediately unless the applicant authorizes the Company to retain it
pending completion of all issue requirements.

Payments may be made to the Contract at any time prior to the Annuity Date, or
prior to the death of an Owner, subject to certain minimums:

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

- Under a salary deduction or monthly automatic payment plan, the minimum
initial payment is $50.

- Each subsequent payment must be at least $50.

- Where the contribution on behalf of an employee under an
employer-sponsored retirement plan is less than $600 but more than $300
annually, the Company may issue a Contract on the employee if the plan's
average annual contribution per eligible plan participant is at least
$600.

Payments are to be made payable to the Company. The Company may reduce a payment
by any applicable premium tax before applying it to the Contract. The initial
net payment is credited to the Contract and allocated among the requested
investment options as of the date that all issue requirements are properly met.
The allocation instructions for the initial net payment will serve as the
allocation instructions for all future payments. You can change the allocation
instructions for future payments by notifying the Company.

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

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

Subject to state law, in order for the Owner to initiate transactions over the
telephone, a properly completed authorization must be on file. The policy of the
Company and its agents and affiliates is that we will not be responsible for
losses resulting from acting upon telephone requests reasonably believed to be
genuine. The Company will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine; otherwise, the Company may
be liable for any losses due to unauthorized or fraudulent instructions. Such
procedures may include, among other things, requiring some form of personal
identification prior to acting upon instructions received by telephone. All
telephone instructions are tape-recorded.

B. PAYMENT CREDITS

A Payment Credit will be added to the Contract's Accumulated Value each time a
payment is made. The Payment Credit is funded from the Company's General Account
and is currently equal to 4% of each payment received. The Company guarantees
that the Payment Credit will never be less than 4%. Payment Credits are not
considered to be "investment in the contract" for income tax purposes. (See
FEDERAL TAX CONSIDERATIONS.)

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

C. COMPUTATION OF VALUES

The Owner may allocate payments among the Sub-Accounts and the Fixed Account.
Allocations to the Fixed Account are not converted into Accumulation Units, but
are credited interest at a rate periodically set by the Company. See APPENDIX
A-MORE INFORMATION ABOUT THE FIXED ACCOUNT.

The Accumulated Value under the Contract is determined by:

(1) multiplying the number of Accumulation Units in each Sub-Account by the
value of an Accumulation Unit of that Sub-Account on the Valuation Date,

(2) adding together the values of each Sub-Account, and

(3) adding the amount of the accumulations in the Fixed Account, if any.

THE ACCUMULATION UNIT. Allocations to the Sub-Accounts are credited to the
Contract in the form of Accumulation Units. Accumulation Units are credited
separately for each Sub-Account. The number of Accumulation Units of each
Sub-Account credited to the Contract is equal to the portion of the payment and
Payment Credit allocated to the Sub-Account, divided by the dollar value of the
applicable Accumulation Unit as of the Valuation Date. The number of
Accumulation Units resulting from each payment and Payment Credit will remain
fixed unless changed by a subsequent split of Accumulation Unit value, a
transfer, a withdrawal, or surrender. The dollar value of an Accumulation Unit
of each Sub-Account varies from Valuation Date to Valuation Date based on the
investment experience of that Sub-Account, and will reflect the investment
performance, expenses and charges of its Underlying Portfolios. The value of an
Accumulation Unit was arbitrarily set at $1.00 on the first Valuation Date for
each Sub-Account.

NET INVESTMENT FACTOR. The net investment factor is an index that measures the
investment performance of a Sub-Account from one Valuation Period to the next.
This factor is equal to 1.000000 plus the result (which may be positive or
negative) from dividing (1) by (2) and subtracting the sum of (3) and
(4) where:

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

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

(3) is a charge for mortality and expense risks equal to 1.25% on an annual
basis of the daily value of the Sub-Account's assets; and

(4) is an administrative charge equal to 0.15% on an annual basis of the
daily value of the Sub-Account's assets.

The dollar value of an Accumulation Unit as of a given Valuation Date is
determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor.

For an illustration of an Accumulation Unit calculation using a hypothetical
example see the SAI.

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D. RIGHT TO CANCEL

An Owner may cancel the Contract at any time within ten days after receipt of
the Contract (or longer if required by law) and receive a refund. In order to
cancel the Contract, the Owner must mail or deliver it to the Company's
Principal Office at 440 Lincoln Street, Worcester, MA 01653, or to an authorized
representative. Mailing or delivery must occur within ten days after receipt of
the Contract for cancellation to be effective.

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

In most states, the Company will pay the Owner the Contract's Accumulated Value
plus any amounts deducted for taxes, charges or fees, minus any Payment
Credit(s). However, if the Contract was purchased as an IRA or issued in a state
that requires a full refund of the initial payment(s), the Company will provide
a refund equal to your gross payment(s). In some states, the refund may equal
the greater of (a) your gross payment(s) or (b) the Accumulated Value plus any
amounts deducted for taxes, charges or fees, minus any Payment Credit(s). At the
time the Contract is issued, the "Right to Examine" provision on the cover of
the Contract will specifically indicate what the refund will be and the time
period allowed to exercise the right to cancel.

Each time you make a payment, you receive a Payment Credit equal to 4% of the
payment. If you cancel the Contract under its "Right to Examine" provision, your
refund will be reduced by the amount of the Payment Credit(s). If the "Right to
Examine" provision in your state provides that you will receive the Accumulated
Value of the Contract (adjusted as described above), this means that you receive
any gains and bear any losses attributable to the Payment Credit.

The liability of the Variable Account under this provision is limited to the
Owner's Accumulated Value in the Sub-Accounts on the date of cancellation. Any
additional amounts refunded to the Owner will be paid by the Company.

E. TRANSFER PRIVILEGE

Prior to the Annuity Date, the Owner may transfer amounts among investment
options at any time upon written or, in most jurisdictions, telephone request to
the Company. As discussed in "A. Payments" above, a properly completed
authorization form must be on file before telephone requests will be honored.
Transfer values will be based on the Accumulated Value next computed after
receipt of the transfer request.

Currently, the Company does not charge for transfers. The first 12 transfers in
a Contract year are guaranteed to be free of any transfer charge. For each
subsequent transfer in a Contract year, the Company reserves the right to assess
a charge, guaranteed never to exceed $25, to reimburse it for the expense of
processing transfers. The first automatic transfer or rebalancing under an
Automatic Transfers (Dollar Cost Averaging) program or Automatic Account
Rebalancing program counts as one transfer for purposes of the 12 transfers
guaranteed to be free of a transfer charge in each Contract year. Each
subsequent automatic transfer or rebalancing under that request is without
charge and does not reduce the remaining number of transfers which may be made
free of charge in that Contract year.

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coincides with a market timing strategy and/or that is disruptive to the
Underlying Portfolios, the Company reserves the right, subject to state law, to
refuse transfers or to take other action to prevent or limit the use of such
activities.

AUTOMATIC TRANSFERS (DOLLAR COST AVERAGING). You may elect automatic transfers
of a predetermined dollar amount on a periodic basis from the Fixed Account or
the Sub-Accounts investing in the Pioneer Money Market VCT Portfolio and the
Pioneer America Income VCT Portfolio ("source accounts"). You may elect
automatic transfers to one or more Sub-Accounts, subject to the following:

- the predetermined dollar amount may not be less than $100;

- the periodic basis may be monthly, quarterly, semi-annually or annually;

- automatic transfers may not be made into the selected source account or
the Fixed Account, and

- if an automatic transfer would reduce the balance in the source account(s)
to less than $100, the entire balance will be transferred proportionately
to the chosen Sub-Accounts.

Automatic transfers from a particular source account will continue until the
earlier of:

- the amount in the source account on a transfer date is zero; or

- the Owner's request to terminate the option is received by the Company.

If additional amounts are allocated to a source account before its balance has
fallen to zero, those additional amounts will also be automatically transferred.
The original automatic transfer allocations will apply to all amounts in that
source account unless you provide new allocation instructions. New allocation
instructions will apply to the entire balance in the source account. If
additional amounts are allocated to a source account after its balance has
fallen to zero, automatic transfers will not begin again unless you specifically
instruct the Company to do so.

To the extent permitted by law, the Company reserves the right, from time to
time, to credit an enhanced interest rate to an initial and/or subsequent
payment made to the Fixed Account, when it is being used as the source account
from which to process automatic transfers. For more information see "ENHANCED
AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM" in the SAI.

AUTOMATIC ACCOUNT REBALANCING. The Owner may request automatic rebalancing of
Sub-Account allocations on a monthly, quarterly, semi-annual or annual basis in
accordance with his/her specified percentage allocations. As frequently as
elected by the Owner, the Company will review the percentage allocations in the
Underlying Portfolios and, if necessary, transfer amounts to ensure conformity
with the designated percentage allocation mix. If the amount necessary to
re-establish the mix on any scheduled date is less than $100, no transfer will
be made.

Automatic Account Rebalancing will continue until (1) the Owner's request to
terminate or change the option is received by the Company or (2) the end date
designated by the Owner when the option was elected. If a subsequent payment is
allocated in a manner different from the percentage allocation mix in effect on
the date the payment is received, on the next scheduled rebalancing date the
payment will be reallocated in accordance with the existing mix.

Currently, Dollar Cost Averaging and Automatic Account Rebalancing may not be in
effect simultaneously. Either option may be elected at no additional charge when
the Contract is purchased or at a later date. The Company reserves the right to
limit the number of Sub-Accounts that may be utilized for automatic transfers
and rebalancing, and to discontinue either option upon advance written notice.

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F. SURRENDERS AND WITHDRAWALS

Before the Annuity Date, an Owner may surrender the Contract for its Surrender
Value or withdraw a portion of its Accumulated Value. In the case of surrender,
the Owner must send the Contract and a signed, written request for surrender,
satisfactory to the Company, to the Principal Office. The Surrender Value will
be calculated based on the Contract's Accumulated Value as of the Valuation
Date.

In the case of a withdrawal, the Owner must submit to the Principal Office a
signed, written request indicating the desired dollar amount and the investment
options from which such amount is to be withdrawn. A withdrawal from a
Sub-Account will result in cancellation of a number of units equivalent in value
to the amount withdrawn. The amount withdrawn will equal the amount requested by
the Owner plus any applicable surrender charge. Each withdrawal must be a
minimum of $100 and, except in New York where no specific minimum balance is
required, the remaining Accumulated Value under the Contract may not be reduced
to less than $1,000.

A surrender charge, a Contract fee and, if applicable, a rider charge, may apply
when a withdrawal is made or a Contract is surrendered. See CHARGES AND
DEDUCTIONS. However, each calendar year prior to the Annuity Date, an Owner may
withdraw a portion of the Contract's Surrender Value without any applicable
surrender charge; see "E. Surrender Charge," "Withdrawal Without Surrender
Charge" under CHARGES AND DEDUCTIONS.

Any distribution is normally payable within seven days following the Company's
receipt of the surrender or withdrawal request. Subject to state law, the
Company reserves the right to defer surrenders and withdrawals of amounts
allocated to the Company's Fixed Account for a period not to exceed six months.
The Company reserves the right to defer surrenders and withdrawals of amounts in
each Sub-Account in any period during which:

- trading on the New York Stock Exchange is restricted as determined by the
SEC or such Exchange is closed for other than weekends and holidays,

- the SEC has by order permitted such suspension, or

- an emergency, as determined by the SEC, exists such that disposal of
portfolio securities or valuation of assets of a separate account is not
reasonably practicable.

The surrender and withdrawal rights of Owners who are participants under Section
403(b) plans or who are participants in the Texas Optional Retirement Program
(Texas ORP) are restricted; see "Tax Sheltered Annuities" and "Texas Optional
Retirement Program" under FEDERAL TAX CONSIDERATIONS.

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

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

SYSTEMATIC WITHDRAWALS. The Owner may elect an automatic schedule of
withdrawals (systematic withdrawals) from amounts in the Sub-Accounts and/or the
Fixed Account on a periodic basis (monthly, bimonthly, quarterly, semi-annually
or annually). The Owner may request:

- the withdrawal of a SPECIFIC DOLLAR AMOUNT and the percentage of this
amount to be taken from each designated Sub-Account and/or the Fixed
Account; or

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- the withdrawal of a SPECIFIC PERCENTAGE of the Accumulated Value
calculated as of the withdrawal dates, and may designate the percentage of
this amount which should be taken from each account.

The first withdrawal will take place on the latest of 15 days after Issue Date,
the date the written request is received at the Principal Office, or on a date
specified by the Owner.

Systematic withdrawals will first be taken from amounts available as a
"Withdrawal Without Surrender Charge" (see "E. Surrender Charge," "Withdrawal
Without Surrender Charge" under CHARGES AND DEDUCTIONS); then from any
applicable payments not subject to a surrender charge, if any, then from
payments subject to a surrender charge; and last, from Payment Credits. Any
applicable surrender charge will be deducted from the Contract's remaining
Accumulated Value.

The minimum amount of each automatic withdrawal is $100 and, except in New York,
the Accumulated Value may not be reduced to less than $1,000. If a withdrawal
would cause the remaining Accumulated Value to be less than $1,000, systematic
withdrawals may be discontinued. Systematic withdrawals will cease automatically
on the Annuity Date. The Owner may change or terminate systematic withdrawals
only by written request to the Principal Office.

LIFE EXPECTANCY DISTRIBUTIONS. (For Qualified Contracts and Contracts issued
under Section 457 Deferred Compensation Plans only.) Each calendar year prior to
the Annuity Date, the Owner may take without surrender charge a series of
systematic withdrawals from the Contract according to the Company's life
expectancy distribution ("LED") option. See "D. Surrender Charge," "Withdrawal
Without Surrender Charge" under CHARGES AND DEDUCTIONS. The Owner must return a
properly signed LED request to the Principal Office. Where the Owner is a trust
or other nonnatural person, the Owner may elect the LED option based on the
Annuitant's life expectancy.

If an Owner elects the Company's LED option, (based upon the applicable IRS
tables) in each calendar year a fraction of the Accumulated Value is withdrawn
without a surrender charge, based on the Owner's life expectancy (or the joint
life expectancy of the Owner and a beneficiary.) The numerator of the fraction
is 1 (one). The denominator of the fraction will be either:

- the remaining life expectancy of the Owner (or Owner and beneficiary), as
determined annually by the Company; or

- the prior year's life expectancy, minus one.

The resulting fraction, expressed as a percentage, is then applied to the
Accumulated Value at the beginning of the year to determine the amount to be
distributed during the year. The Owner may choose to have the applicable life
expectancy redetermined each year or use the prior year's life expectancy, minus
one. Under the Company's LED option, the amount withdrawn from the Contract
changes each year.

The Owner may elect periodic LED distributions on a monthly, bi-monthly,
quarterly, semi-annual, or annual basis. The Owner may terminate the LED option
at any time. The LED option will terminate automatically on the maximum Annuity
Date permitted under the Contract, at which time an annuity payout option must
be selected.

The LED option may not produce annual distributions that meet the definition of
"substantially equal periodic payments" as defined under Code Section 72(t). The
withdrawals may be treated by the Internal Revenue Service (IRS) as premature
distributions from the Contract and may be subject to a 10% federal tax penalty.
Owners seeking distributions over their life under this definition should
consult their tax advisor. For more information, see "C. Taxation of the
Contract in General" under FEDERAL TAX CONSIDERATIONS. IN ADDITION, IF THE
AMOUNT NECESSARY TO MEET THE "SUBSTANTIALLY EQUAL PERIODIC PAYMENT" DEFINITION
IS GREATER THAN THE COMPANY'S LED AMOUNT, A SURRENDER CHARGE MAY APPLY TO THE
AMOUNT IN EXCESS OF THE LED AMOUNT.

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SYSTEMATIC LEVEL FREE OF SURRENDER CHARGE WITHDRAWAL PROGRAM. In order to
receive withdrawals without application of any surrender charge, the Owner may
preauthorize level periodic withdrawals under the Systematic Level Free of
Surrender Charge Withdrawal Program. Withdrawals under the Program may be made
on a monthly, bi-monthly, quarterly, semi-annual or annual basis. In order to
ensure that no surrender charge is ever applied to withdrawals made under this
program, the periodic withdrawals in any calendar year are limited to 15% of the
total of all payments invested in the Contract as reduced by certain prior
withdrawal(s) of payments. For more information on how this amount is
calculated, see "E. Surrender Charge," "Withdrawal Without Surrender Charge"
under CHARGES AND DEDUCTIONS.

The program will automatically terminate if a withdrawal that is not part of the
program is made. Otherwise, withdrawals will continue until all available
Accumulated Value has been exhausted or until the Owner terminates the program
by written request.

G. DEATH BENEFIT

A death benefit is payable if the Owner or the first of Joint Owners dies prior
to the Annuity Date. If the Owner is a natural person, no death benefit is
payable at the death of any Annuitant. If the Owner is not a natural person, a
death benefit will be paid upon the death of any Annuitant. A spousal
beneficiary may elect to continue the Contract rather than receive the death
benefit as provided in "H. The Spouse of the Owner as Beneficiary."

STANDARD DEATH BENEFIT. Unless an enhanced death benefit is elected at issue,
the standard death benefit will be paid. The standard death benefit is equal to
the greater of (a) the Contract's Accumulated Value on the Valuation Date that
the Company receives proof of death, or (b) gross payments prior to the date of
death, proportionately reduced to reflect withdrawals.

For each withdrawal under (b) the proportionate reduction is calculated by
multiplying the standard death benefit immediately prior to the withdrawal by
the following fraction:

Amount of the withdrawal
------------------------------------------------

Accumulated Value immediately prior to the withdrawal

OPTIONAL ENHANCED DEATH BENEFIT RIDER. When applying for the Contract, an Owner
may elect the optional Enhanced Death Benefit With Annual Step-Up Rider. A
separate charge for this Rider is made against the Contract's Accumulated Value
on the last day of each Contract month for the coverage provided during that
month. The charge is made through a pro-rata reduction (based on relative
values) of Accumulation Units in the Sub-Accounts and dollar amounts in the
Fixed Account. For specific charges and more detail, see "C. Optional Rider
Charge" under CHARGES AND DEDUCTIONS.

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

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

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

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

(c) the highest Accumulated Value on any Contract anniversary date prior to
the date of death, as determined after being increased for subsequent
payments and proportionately reduced for subsequent withdrawals.

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Proportionate reductions are calculated in the same manner as described above
under "Standard Death Benefit."

PAYMENT OF THE DEATH BENEFIT PRIOR TO THE ANNUITY DATE. The death benefit
generally will be paid to the beneficiary in one sum upon receipt of due proof
of death at the Principal Office, unless the Owner has elected to apply the
proceeds to a life annuity not extending beyond the beneficiary's life
expectancy. Instead of payment in one sum, the beneficiary may, by written
request, elect to:

(1) defer distribution of the death benefit for a period no more than five
years from the date of death; or

(2) receive distributions over the life of the beneficiary or for a period
certain not extending beyond the beneficiary's life expectancy, with
annuity benefit payments beginning within one year from the date of
death.

If distribution of the death benefit is deferred under (1) or (2), the excess,
if any, of the death benefit over the Accumulated Value will be transferred to
the Pioneer Money Market VCT Sub-Account. The beneficiary may, by written
request, effect transfers and withdrawals during the deferral period and prior
to annuitization under (2), but may not make additional payments. The death
benefit will reflect any earnings or losses experienced during the deferral
period. If there are multiple beneficiaries, the consent of all is required.

H. THE SPOUSE OF THE OWNER AS BENEFICIARY

If the sole beneficiary is the deceased Owner's spouse, he or she may, by
written request, continue the Contract rather than receiving payment of the
death benefit. The spouse will then become the Owner and Annuitant, and the
excess, if any, of the death benefit over the Contract's Accumulated Value will
be added to the Pioneer Money Market VCT Sub-Account.

The resulting value will never be subject to a surrender charge when withdrawn.
The new Owner may also make additional payments, but a surrender charge will
apply to these additional amounts if they are withdrawn before they have been
invested in the Contract for at least nine years. All other rights and benefits
provided in the Contract will continue, except that any subsequent spouse of the
new Owner, if named as beneficiary, will not be entitled to continue the
Contract when the new Owner dies.

I. ASSIGNMENT

The Contract, other than one sold in connection with certain qualified plans,
may be assigned by the Owner at any time prior to the Annuity Date and prior to
the death of an Owner (see FEDERAL TAX CONSIDERATIONS). The Company will not be
deemed to have knowledge of an assignment unless it is made in writing and
received at the Principal Office. The Company will not assume responsibility for
determining the validity of any assignment. If an assignment of the Contract is
in effect on the Annuity Date, the Company reserves the right to pay to the
assignee, in one sum, that portion of the Surrender Value of the Contract to
which the assignee appears to be entitled. The Company will pay the balance, if
any, in one sum to the Owner in full settlement of all liability under the
Contract. The interest of the Owner and of any beneficiary will be subject to
any assignment.

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ANNUITIZATION -- THE PAYOUT PHASE

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

- to select the annuity payout option under which annuity benefit payments
are to be made;

- to determine whether those payments are to be made on a fixed basis, a
variable basis, or a combination fixed and variable basis. If a variable
annuity payout option is selected, the Owner must choose an Annuity
Benefit Payment Change Frequency ("Change Frequency") and the date the
first Change Frequency will occur;

- to select one of the available Assumed Investment Returns ("AIR") for a
variable option (see "D. Variable Annuity Benefit Payments" below for
details); and

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

A. ELECTING THE ANNUITY DATE

Generally, annuity benefit payments under the Contract will begin on the Annuity
Date. The Annuity Date:

- may not be earlier than the first Contract Anniversary; and

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

If there are Joint Owners, the age of the older will determine the latest
possible Annuity Date. If there is a non-natural Owner, the Annuity Date will be
based on the age of the oldest Annuitant. If the Owner does not select an
Annuity Date, the Annuity Date will be the later of (a) the Owner's age 85 or
(b) one year after the Issue Date.

The Owner may elect to change the Annuity Date by sending a written request to
the Principal Office at least one month before the earlier of the new Annuity
Date or the currently scheduled date.

If the Annuity Date occurs when the Owner is at an advanced age, it is possible
that the Contract will not be considered an annuity for federal tax purposes. In
addition, the Internal Revenue Code ("the Code") and/or the terms of qualified
plans may impose limitations on the age at which annuity benefit payments may
commence and the type of annuity payout option that may be elected. The Owner
should carefully review the Annuity Date and the annuity payout options with
his/her tax adviser. See FEDERAL TAX CONSIDERATIONS for further information.

B. CHOOSING THE ANNUITY PAYOUT OPTION

Regardless of how payments were allocated during the accumulation phase, the
Owner may choose a variable annuity payout option, a fixed annuity payout option
or a combination fixed and variable annuity payout option. Currently, all of the
variable annuity payout options described below are available and may be funded
through all of the variable Sub-Accounts. In addition, each of the variable
annuity payout options is also available on a fixed basis. The Company may offer
other annuity payout options.

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

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The annuity payout option selected must result in an initial payment of at least
$50 (a lower amount may be required in certain jurisdictions.) The Company
reserves the right to increase this minimum amount. If the annuity payout option
selected does not produce an initial payment which meets this minimum, a single
payment may be made.

FIXED ANNUITY PAYOUT OPTIONS. If the Owner selects a fixed annuity payout
option, each monthly annuity benefit payment will be equal to the first (unless
a withdrawal is made or as otherwise described under certain reduced survivor
annuity benefits.) Any portion of the Contract's Accumulated Value converted to
a fixed annuity will be held in the Company's General Account. The Contract
provides guaranteed fixed annuity option rates that determine the dollar amount
of the first payment under each form of fixed annuity for each $1,000 of applied
value. These rates are based on the Annuity 2000 Mortality Table and a 3% AIR.
The Company may offer annuity rates more favorable than those contained in the
Contract. Any such rates will be applied uniformly to all Owners of the same
class. For more specific information about fixed annuity payout options, see the
Contract.

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

Since the value of an Annuity Unit in a Sub-Account reflects the investment
performance of the Sub-Account, the amount of each monthly annuity benefit
payment will usually vary. However, under this Contract, if the Owner elects a
variable payout option, he or she must also select a monthly, quarterly,
semi-annual or annual Change Frequency. The Change Frequency is the frequency
that changes due to the Sub-Account's investment performance will be reflected
in the dollar value of a variable annuity benefit payment. As such, the Change
Frequency chosen will determine how frequently monthly variable annuity payments
will vary. For example, if a monthly Change Frequency is in effect, payments may
vary on a monthly basis. If a quarterly Change Frequency is selected, the amount
of each monthly payment may change every three months and will be level within
each three month cycle.

At the time the Change Frequency is elected, the Owner must also select the date
the first change is to occur. This date may not be later than the length of the
Change Frequency elected. For example, if a semi-annual Change Frequency is
elected, the date of the first change may not be later than six months after the
Annuity Date. If a quarterly Change Frequency is elected, the date of the first
change may not be later than three months after the Annuity Date.

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C. DESCRIPTION OF ANNUITY PAYOUT OPTIONS

The Company currently provides the following annuity payout options:

LIFE ANNUITY PAYOUT OPTION

- SINGLE LIFE ANNUITY -- Monthly payments during the Annuitant's life.
Payments cease with the last annuity benefit payment due prior to the
Annuitant's death.

- JOINT AND SURVIVOR ANNUITIES -- Monthly payments during the Annuitant's
and Joint Annuitant's joint lifetimes. Upon the first death, payments will
continue for the remaining lifetime of the survivor at a previously
elected level of 100%, two-thirds or one-half of the total number of
Annuity Units.

LIFE WITH PERIOD CERTAIN ANNUITY PAYOUT OPTION

- SINGLE LIFE -- Monthly payments guaranteed for a specified number of years
and continuing thereafter during the Annuitant's lifetime. If the
Annuitant dies before all guaranteed payments have been made, the
remaining payments continue to the Owner or the Beneficiary (whichever is
applicable).

- JOINT AND SURVIVOR ANNUITIES -- Monthly payments guaranteed for a
specified number of years and continuing during the Annuitant's and Joint
Annuitant's joint lifetimes. Upon the first death, payments continue for
the survivor's remaining lifetime at the previously elected level of 100%,
two-thirds or one-half of the Annuity Units. If the surviving Annuitant
dies before all guaranteed payments have been made, the remaining payments
continue to the Owner or the Beneficiary (whichever is applicable).

LIFE WITH CASH BACK ANNUITY PAYOUT OPTION

- SINGLE LIFE -- Monthly payments during the Annuitant's life. Thereafter,
any excess of the original applied Annuity Value, over the total amount of
annuity benefit payments made and withdrawals taken, will be paid to the
Owner or the Beneficiary (whichever is applicable).

- JOINT AND SURVIVOR ANNUITIES -- Monthly payments during the Annuitant's
and Joint Annuitant's joint lifetimes. At the first death, payments
continue for the survivor's remaining lifetime at the previously elected
level of 100%, two-thirds or one-half of the Annuity Units. Thereafter,
any excess of the original applied Annuity Value, over the total amount of
annuity benefit payments made and withdrawals taken, will be paid to the
Owner or the Beneficiary (whichever is applicable).

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

Monthly annuity benefit payments for a chosen number of years ranging from five
to thirty are paid. If the Annuitant dies before the end of the period,
remaining payments will continue. The period certain option does not involve a
life contingency. In the computation of the payments under this option, the
charge for annuity rate guarantees, which includes a factor for mortality risks,
is made.

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D. VARIABLE ANNUITY BENEFIT PAYMENTS

THE ANNUITY UNIT. On and after the Annuity Date, the Annuity Unit is a measure
of the value of the monthly annuity benefit payments under a variable annuity
payout option. The value of an Annuity Unit in each Sub-Account on its inception
date was set at $1.00. The value of an Annuity Unit under a Sub-Account on any
Valuation Date thereafter is equal to the value of the Annuity Unit on the
immediately preceding Valuation Date multiplied by the product of:

(a) a discount factor equivalent to the AIR and

(b) the Net Investment Factor of the Sub-Account funding the annuity benefit
payments for the applicable Valuation Period.

Annuity benefit payments will increase from one payment date to the next if the
annualized net rate of return during that period is greater than the AIR and
will decrease if the annualized net rate of return is less than the AIR. Where
permitted by law, the Owner may select an AIR of 3% or 5%. A higher AIR will
result in a higher initial payment. However, subsequent payments will increase
more slowly during periods when actual investment performance exceeds the AIR
and will decrease more rapidly during periods when investment performance is
less than the AIR.

DETERMINATION OF THE FIRST ANNUITY BENEFIT PAYMENT. The amount of the first
periodic variable annuity benefit payment depends on the:

- annuity payout option chosen;

- length of the annuity payout option elected;

- age of the Annuitant;

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

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

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

- AIR selected.

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

(1) the Accumulated Value applied under that option less premium tax, if
any, (or the amount of the death benefit, if applicable) divided by
$1,000, by

(2) the applicable amount of the first monthly payment per $1,000 of value.

Notwithstanding the above, the annuity benefit payments under a New York
Contract will be equal to or greater than the annuity benefit payments under an
immediate variable annuity issued by the Company where the initial payment is
equal to the greater of (1) the Contract's surrender value or 95% of the
Accumulated Value.

DETERMINATION OF THE NUMBER OF ANNUITY UNITS. The dollar amount of the first
variable annuity benefit payment is then divided by the value of an Annuity Unit
of the selected Sub-Account(s) to determine the number of Annuity Units
represented by the first payment. The number of Annuity Units remains fixed
under all annuity payout options (except for the survivor annuity benefit
payment under the joint and two-thirds or joint and one-half option) unless the
Owner transfers among Sub-Accounts, makes a withdrawal, or units are split.

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DOLLAR AMOUNT OF SUBSEQUENT VARIABLE ANNUITY BENEFIT PAYMENTS. For each
subsequent payment, the dollar amount of the variable annuity benefit payment is
determined by multiplying this fixed number of Annuity Units by the value of an
Annuity Unit on the applicable Valuation Date. The dollar amount of each
periodic variable annuity benefit payment after the first will vary with
subsequent variations in the value of the Annuity Unit of the selected
Sub-Account(s).

For an illustration of the calculation of a variable annuity benefit payment
using a hypothetical example, see "Annuity Benefit Payments" in the SAI.

PAYMENT OF ANNUITY BENEFIT PAYMENTS. The Owner will receive the annuity benefit
payments unless he/ she requests in writing that payments be made to another
person, persons, or entity. If the Owner (or, if there are Joint Owners, the
surviving Joint Owner) dies on or after the Annuity Date, the beneficiary will
become the Owner of the Contract. Any remaining annuity benefit payments will
continue to the beneficiary in accordance with the terms of the annuity benefit
payment option selected. If there are Joint Owners on or after the Annuity Date,
upon the first Owner's death, any remaining annuity benefit payments will
continue to the surviving Joint Owner in accordance with the terms of the
annuity benefit payment option selected.

If an Annuitant dies on or after the Annuity Date but before all guaranteed
annuity benefit payments have been made, any remaining guaranteed payments will
continue to be paid to the Owner or the payee the Owner has designated. Unless
otherwise indicated by the Owner, the present value of any remaining guaranteed
annuity benefit payments may be paid in a single sum to the Owner. For
discussion of present value calculation, see "Calculation of Present Value"
below.

E. TRANSFERS OF ANNUITY UNITS

After the Annuity Date and prior to the death of the Annuitant, the Owner may
transfer among the available Sub-Accounts upon written or telephone request to
the Company. As discussed in "A. Payments," a properly completed authorization
form must be on file before telephone requests will be honored. A designated
number of Annuity Units equal to the dollar amount of the transfer requested
will be exchanged for an equivalent dollar amount of Annuity Units of another
Sub-Account. Transfer values will be based on the Annuity Value next computed
after receipt of the transfer request.

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

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

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F. WITHDRAWALS AFTER THE ANNUITY DATE

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

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

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

The amount of each Present Value Withdrawal represents a portion of the present
value of the remaining guaranteed annuity benefit payments and proportionately
reduces the number of Annuity Units (under a variable annuity payout option) or
dollar amount (under a fixed annuity payout option) applied to future annuity
benefit payments. Because each variable annuity benefit payment is determined by
multiplying the number of Annuity Units by the value of an Annuity Unit, the
reduction in the number of Annuity Units will result in lower future variable
annuity benefit payments. See Calculation of Proportionate Reduction, below. The
present value is calculated with a discount rate that will include an additional
charge if a withdrawal is taken within 5 years of the Issue Date. See
Calculation of Present Value, below.

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

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

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

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

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

CALCULATION OF PRESENT VALUE. When a withdrawal is taken, the present value of
future annuity benefit payments is calculated based on an assumed mortality
table and a discount rate. The mortality table that is used will be equal to the
mortality table used at the time of annuitization to determine the annuity
benefit

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payments (currently the Annuity 2000 Mortality Table with male, female, or
unisex rates, as appropriate). The discount rate is the AIR (for a variable
annuity payout option) or the interest rate (for a fixed annuity payout option)
that was used at the time of annuitization to determine the annuity benefit
payments. If a withdrawal is made within 5 years of the Issue Date, the discount
rate is increased by a "Withdrawal Adjustment Charge" equal to 1.00%. The
Withdrawal Adjustment Charge does not apply if a withdrawal is made in
connection with the death of an Annuitant or if a withdrawal is made 5 or more
years after the Issue Date.

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

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

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

- trading on the New York Stock Exchange is restricted as determined by the
SEC or such Exchange is closed for other than weekends and holidays;

- the SEC has by order permitted such suspension; or

- an emergency, as determined by the SEC, exists such that disposal of
portfolio securities or valuation of assets of a separate account is not
reasonably practicable.

Subject to state law, the Company reserves the right to defer withdrawals of
amounts allocated to the Company's General Account for a period not to exceed
six months.

G. REVERSAL OF ANNUITIZATION

The Owner may reverse the decision to annuitize by written request to the
Company within 90 days of the Annuity Date. Upon receipt of such request, the
Company will return the Contract to the Accumulation Phase, subject to the
following:

(1) The value applied under a fixed annuity payout option at the time of
annuitization will be treated as if it had been invested in the Fixed
Account of the Contract on that same date.

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

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

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

H. NORRIS DECISION

In the case of ARIZONA GOVERNING COMMITTEE V. NORRIS, the United States Supreme
Court ruled that, in connection with retirement benefit options offered under
certain employer-sponsored employee benefit plans, annuity payout options based
on sex-distinct actuarial tables are not permissible under Title VII of the
Civil Rights Act of 1964. The ruling requires that benefits derived from
contributions paid into a plan after August 1, 1983 be calculated without regard
to the sex of the employee. Annuity benefits attributable to payments received
by the Company under a Contract issued in connection with an employer-sponsored
benefit plan affected by the NORRIS decision will be based on unisex rates.

CHARGES AND DEDUCTIONS

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

A. VARIABLE ACCOUNT DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE. The Company assesses a charge against the
assets of each Sub-Account to compensate for certain mortality and expense risks
it has assumed. The mortality and expense risk charge is assessed daily at an
annual rate of 1.25% of each Sub-Account's assets. The charge is imposed during
both the accumulation phase and the annuity payout phase. The mortality risk
arises from the Company's guarantee that it will make annuity benefit payments
in accordance with annuity rate provisions established at the time the Contract
is issued for the life of the Annuitant (or in accordance with the annuity
payout option selected), no matter how long the Annuitant lives and no matter
how long all Annuitants as a class live. The mortality charge is deducted during
the annuity payout phase on all Contracts, including those that do not involve a
life contingency, even though the Company does not bear direct mortality risk
with respect to variable annuity settlement options that do not involve life
contingencies. The expense risk arises from the Company's guarantee that the
charges it makes will not exceed the limits described in the Contract and in
this Prospectus.

If the charge for mortality and expense risks is not sufficient to cover actual
mortality experience and expenses, the Company will absorb the losses. If
expenses are less than the amounts provided to the Company by the charge, the
difference will be a profit to the Company. To the extent this charge results in
a profit to the Company, such profit will be available for use by the Company
for, among other things, the payment of distribution, sales and other expenses,
and to partially recover the expenses associated with the Payment Credit.

This charge may not be increased. Since mortality and expense risks involve
future contingencies that are not subject to precise determination in advance,
it is not feasible to identify specifically the portion of the charge which is
applicable to each.

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<PAGE>
Deductions under the Contract and charges against the assets of the Sub-Accounts
are described below. Other deductions and expenses paid out of the assets of the
Underlying Portfolios are described in the prospectuses and SAIs of the
Underlying Portfolios.

A. VARIABLE ACCOUNT DEDUCTIONS

ADMINISTRATIVE EXPENSE CHARGE. The Company assesses each Sub-Account with a
daily Administrative Expense Charge at an annual rate of 0.15% of the average
daily net assets of the Sub-Account. This charge may not be increased. The
charge is imposed during both the accumulation phase and the annuity payout
phase. The daily Administrative Expense Charge is assessed to help defray
administrative expenses actually incurred in the administration of the
Sub-Account. There is no direct relationship, however, between the amount of
administrative expenses imposed on a given Contract and the amount of expenses
actually attributable to that Contract.

Deductions for the Contract fee (described below under "B. Contract Fee") and
for the Administrative Expense Charge are designed to reimburse the Company for
the cost of administration and related expenses and are not expected to be a
source of profit. The administrative functions and expense assumed by the
Company in connection with the Variable Account and the Contract include, but
are not limited to, clerical, accounting, actuarial and legal services, rent,
postage, telephone, office equipment and supplies, expenses of preparing and
printing registration statements, expense of preparing and typesetting
prospectuses and the cost of printing prospectuses not allocable to sales
expense, filing and other fees.

OTHER CHARGES. Because the Sub-Accounts purchase shares of the Underlying
Portfolios, the value of the net assets of the Sub-Accounts will reflect the
investment advisory fee and other expenses incurred by the Underlying
Portfolios. Management fee waivers and/or reimbursements may be in effect for
certain or all of the Underlying Portfolios. For specific information regarding
the existence and effect of any waivers/ reimbursements see "Annual Underlying
Portfolio Expenses" under SUMMARY OF FEES AND EXPENSES. The prospectuses and
SAIs for the Underlying Portfolios also contain additional information
concerning expenses of the Underlying Portfolios and should be read in
conjunction with the Prospectus.

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<PAGE>
B. CONTRACT FEE

During the accumulation phase, a $30 Contract fee is deducted on the Contract
anniversary date and upon full surrender of the Contract if the Accumulated
Value on any of these dates is less than $75,000. The Contract fee is currently
waived for Contracts issued to and maintained by the trustee of a 401(k) plan.
The Company reserves the right to impose a Contract Fee on Contracts issued to
401(k) plans but only with respect to Contracts issued after the date the waiver
is no longer available.

Where Contract value has been allocated to more than one account, a percentage
of the total Contract fee will be deducted from the value in each account. The
portion of the charge deducted from each account will be equal to the percentage
that the value in that account bears to the Accumulated Value under the
Contract. The deduction of the Contract fee from a Sub-Account will result in
cancellation of a number of Accumulation Units equal in value to the portion of
the charge deducted from that Sub-Account.

Where permitted by law, the Contract fee also may be waived for Contracts where,
on the Issue Date, either the Owner or the Annuitant is within the following
class of individuals: employees and registered representatives of any
broker-dealer which has entered into a sales agreement with the Company to sell
the Contract; employees of the Company, its affiliates and subsidiaries,
officers, directors, trustees and employees of any of the Underlying Portfolios;
investment managers or sub-advisers; and the spouses of and immediate family
members residing in the same household with such eligible persons. "Immediate
family members" means children, siblings, parents and grandparents.

C. OPTIONAL RIDER CHARGE

The Company currently offers an Enhanced Death Benefit Rider that is only
available if elected by the Owner at issue. A separate monthly charge is made
for the Rider through a pro-rata reduction of the Accumulated Value of the
Sub-Accounts and the Fixed Account. The pro-rata reduction is based on the
relative value that the Accumulation Units of the Sub-Accounts and the dollar
amounts in the Fixed Account bear to the total Accumulated Value.

The applicable charge for the following is assessed on the Accumulated Value on
the last day of each Contract month multiplied by 1/12th of the following annual
percentage rate:

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

For a description of the Rider, see "Optional Enhanced Death Benefit Rider"
under "G. Death Benefit," DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE,
above.

D. PREMIUM TAXES

Some states and municipalities impose a premium tax on variable annuity
contracts. State premium taxes currently range up to 3.5%. The Company makes a
charge for state and municipal premium taxes, when applicable, and deducts the
amount paid as a premium tax charge. The current practice of the Company is to
deduct the premium tax charge in one of two ways:

1. if the premium tax was paid by the Company when payments were received,
the premium tax charge is deducted on a pro-rata basis when withdrawals
are made, upon surrender of the Contract, or when annuity benefit
payments begin (the Company reserves the right instead to deduct the
premium tax charge for a Contract at the time payments are received); or

2. the premium tax charge is deducted when annuity benefit payments begin.

In no event will a deduction be taken before the Company has incurred a tax
liability under applicable state law.

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<PAGE>
If no amount for premium tax was deducted at the time the payment was received,
but subsequently tax is determined to be due prior to the Annuity Date, the
Company reserves the right to deduct the premium tax from the Contract value at
the time such determination is made.

E. SURRENDER CHARGE

No charge for sales expense is deducted from payments at the time the payments
are made. However, during the accumulation phase, a surrender charge, may be
deducted from the Accumulated Value in the case of surrender or withdrawal
within certain time limits described below. The Company uses a portion of the
surrender charge to recover expenses associated with the Payment Credit.

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

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

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

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

- Payment Credits.

Amounts available as a Withdrawal Without Surrender Charge, followed by Old
Payments, may be withdrawn from the Contract at any time without the imposition
of a surrender charge. However, if a withdrawal or surrender is attributable all
or in part to New Payments, a surrender charge may be imposed.

The amount of the charge will depend upon the number of years that any New
Payments to which the withdrawal is attributed have remained credited under the
Contract. For the purpose of calculating surrender charges for New Payments, all
amounts withdrawn are assumed to be deducted first from the oldest New Payment
and then from the next oldest New Payment and so on, until all New Payments have
been exhausted pursuant to the first-in-first-out ("FIFO") method of accounting.
(See FEDERAL TAX CONSIDERATIONS for a discussion of how withdrawals are treated
for income tax purposes.)

The following surrender charge table outlines these charges:

<TABLE>
<CAPTION>
COMPLETE YEARS FROM
DATE OF PAYMENT CHARGE
--------------- ------
<S> <C>
Less than 4 8.5%
Less than 5 7.5%
Less than 6 6.5%
Less than 7 5.5%
Less than 8 3.5%
Less than 9 1.5%
Thereafter 0
</TABLE>

The amount withdrawn equals the amount requested by the Owner plus the surrender
charge, if any. The charge is applied as a percentage of the New Payments
withdrawn.

The total charge equals the aggregate of all applicable surrender charges for a
surrender and withdrawals, including the Withdrawal Adjustment Charge that may
apply if a withdrawal is taken during the Annuity Payout phase (see "F.
Withdrawals After the Annuity Date" under ANNUITIZATION -- THE PAYOUT

43
<PAGE>
PHASE). In no event will the total surrender and withdrawal charges exceed a
maximum limit of 8.5% of total gross New Payments.

WITHDRAWAL WITHOUT SURRENDER CHARGE. Each calendar year prior to the Annuity
Date, an Owner may withdraw a portion of the Contract's Surrender Value without
any applicable surrender charge ("Withdrawal Without Surrender Charge Amount").
The above surrender charge table is not applicable to these withdrawals. The
first time an Owner makes a withdrawal from the Contract, the Withdrawal Without
Surrender Charge Amount is the greater of (a) or (b):

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

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

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

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

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

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

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

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

- If the Withdrawal Without Surrender Charge Amount exceeds cumulative
earnings, the Company will deem the excess to be withdrawn from New
Payments on a last-in-first-out (LIFO) basis, so that the newest New
Payments are withdrawn first. This results in those New Payments, which
are otherwise subject to the highest surrender charge at that point in
time, being withdrawn first without a surrender charge.

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

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

- First from Old Payments.

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

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<PAGE>
- Second from New Payments.

- The surrender charge table is applicable.

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

- Third from Payment Credits.

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

For Qualified Contracts and Contracts issued under Section 457 Deferred
Compensation Plans only, the maximum amount available without a surrender charge
during any calendar year will be the greatest of (a), (b) and (c) where (a) and
(b) are the same as above and (c) is the amount available as a Life Expectancy
Distribution less any Withdrawal Without Surrender Charge Amount during the same
calendar year. (see "Life Expectancy Distributions" under DESCRIPTION OF THE
CONTACT -- THE ACCUMULATION PHASE.

For further information on surrender and withdrawals, including minimum limits
on amount withdrawn and amount remaining under the Contract in the case of
withdrawals, and important tax considerations, see "F. Surrender and
Withdrawals" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION PHASE and see
FEDERAL TAX CONSIDERATIONS.

REDUCTION OR ELIMINATION OF SURRENDER CHARGE AND ADDITIONAL AMOUNTS
CREDITED. Where permitted by law, the Company will waive the surrender charge
in the event that the Owner (or the Annuitant, if the Owner is not an
individual) becomes physically disabled after the Issue Date of the Contract (or
in the event that the original Owner or Annuitant has changed since issue, after
being named Owner or Annuitant) and before attaining age 65. For purposes of
this provision, "physically disabled" means the Owner or Annuitant, as
applicable, has been unable to engage in an occupation or to conduct daily
activities for a period of at least 12 consecutive months as a result of disease
or bodily injury.The Company may require proof of such disability and continuing
disability and reserves the right to obtain an examination by a licensed
physician of its choice and at its expense.

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

In addition, from time to time the Company may allow a reduction in or
elimination of the surrender charges, the period during which the charges apply,
or both, and/or credit additional amounts on Contracts, when Contracts are sold
to individuals or groups of individuals in a manner that reduces sales expenses.
The Company will consider factors such as the following:

- the size and type of group or class, and the persistency expected from
that group or class;

- the total amount of payments to be received, and the manner in which
payments are remitted;

- the purpose for which the Contracts are being purchased, and whether that
purpose makes it likely that costs and expenses will be reduced;

- other transactions where sales expenses are likely to be reduced; or

- the level of commissions paid to selling broker-dealers or certain
financial institutions with respect to Contracts within the same group or
class (for example, broker-dealers who offer this Contract in connection
with financial planning services offered on a fee-for-service basis).

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<PAGE>
The Company also may reduce or waive the surrender charge, and/or credit
additional amounts on Contracts, where either the Owner or the Annuitant on the
Issue Date is within the following class of individuals ("eligible persons"):

- employees and registered representatives of any broker-dealer which has
entered into a sales agreement with the Company to sell the Contract;

- employees of the Company, its affiliates and subsidiaries; officers,
directors, trustees and employees of any of the Underlying Portfolios;

- investment managers or sub-advisers of the Underlying Portfolios; and

- the spouses of and immediate family members residing in the same household
with such eligible persons. Immediate family members means children,
siblings, parents, and grandparents.

In addition, if permitted under state law, surrender charge will be waived under
403(b) Contracts where the amount withdrawn is being contributed to a life
policy issued by the Company as part of the individual's 403(b) plan.

Where an Owner who is trustee under a pension plan surrenders, in whole or in
part, a Contract on a terminating employee, the trustee will be permitted to
reallocate all or a part of the Accumulated Value under the Contract to other
Contracts issued by the Company and owned by the trustee, with no deduction for
any otherwise applicable surrender charge. Any such reallocation will be at the
unit values for the Sub-Accounts as of the Valuation Date on which a written,
signed request is received at the Principal Office.

Any reduction or elimination in the amount or duration of the surrender charge
will not discriminate unfairly among purchasers of this Contract. The Company
will not make any changes to this charge where prohibited by law.

F. TRANSFER CHARGE

The Company currently does not assess a charge for processing transfers. The
Company guarantees that the first 12 transfers in a Contract year will be free
of a transfer charge, but reserves the right to assess a charge, guaranteed
never to exceed $25, for each subsequent transfer in a Contract year to
reimburse it for the expense of processing transfers. For more information, see
"E. Transfer Privilege" under DESCRIPTION OF THE CONTRACT -- THE ACCUMULATION
PHASE and "E. Transfers of Annuity Units" under ANNUITIZATION -- THE PAYOUT
PHASE.

G. WITHDRAWAL ADJUSTMENT CHARGE

After the Annuity Date, each calendar year the Owner may withdraw a portion of
the present value of either all future annuity benefit payments or future
guaranteed annuity benefit payments. If a withdrawal is made within 5 years of
the Issue Date, the AIR or interest rate used to determine the annuity benefit
payments is increased by 1.00%. The adjustment to the AIR or interest rate used
to determine the present value results in lower future annuity benefit payments,
and may be viewed as a charge under the Contract. The Withdrawal Adjustment
Charge does not apply if a withdrawal is made in connection with the death of an
Annuitant or if a withdrawal is made 5 or more years after the Issue Date.

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

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<PAGE>
FEDERAL TAX CONSIDERATIONS

The effect of federal income taxes on the value of a Contract, on withdrawals or
surrenders, on annuity benefit payments, and on the economic benefit to the
Owner, Annuitant, or beneficiary depends upon a variety of factors. The
following discussion is based upon the Company's understanding of current
federal income tax laws as they are interpreted as of the date of this
Prospectus. No representation is made regarding the likelihood of continuation
of current federal income tax laws or of current interpretations by the IRS. In
addition, this discussion does not address state or local tax consequences that
may be associated with the Contract.

IT SHOULD BE RECOGNIZED THAT THE FOLLOWING DISCUSSION OF FEDERAL INCOME TAX
ASPECTS OF AMOUNTS RECEIVED UNDER VARIABLE ANNUITY CONTRACTS IS NOT EXHAUSTIVE,
DOES NOT PURPORT TO COVER ALL SITUATIONS, AND IS NOT INTENDED AS TAX ADVICE. A
QUALIFIED TAX ADVISER ALWAYS SHOULD BE CONSULTED WITH REGARD TO THE APPLICATION
OF LAW TO INDIVIDUAL CIRCUMSTANCES.

A. GENERAL

THE COMPANY. The Company intends to make a charge for any effect which the
income, assets, or existence of the Contract, the Variable Account or the
Sub-Accounts may have upon its tax. The Variable Account presently is not
subject to tax, but the Company reserves the right to assess a charge for taxes
should the Variable Account at any time become subject to tax. Any charge for
taxes will be assessed on a fair and equitable basis in order to preserve equity
among classes of Owners and with respect to each separate account as though that
separate account was a separate taxable entity.

The Variable Account is considered a part of and taxed with the operations of
the Company. The Company is taxed as a life insurance company under Subchapter L
of the Code. The Company files a consolidated tax return with its affiliates.

DIVERSIFICATION REQUIREMENTS. The IRS has issued regulations under Section
817(h) of the Code relating to the diversification requirements for variable
annuity and variable life insurance contracts. The regulations prescribed by the
Treasury Department provide that the investments of a segregated asset account
underlying a variable annuity contract are adequately diversified if no more
than 55% of the value of its assets is represented by any one investment, no
more than 70% by any two investments, no more than 80% by any three investments,
and no more than 90% by any four investments. Under this section of the Code, if
the investments are not adequately diversified, the Contract will not be treated
as an annuity contract, and therefore the income on the Contract, for any
taxable year of the Owner, would be treated as ordinary income received or
accrued by the Owner. It is anticipated that the Underlying Portfolios will
comply with the current diversification requirements. In the event that future
IRS regulations and/or rulings would require Contract modifications in order to
remain in compliance with the diversification standards, the Company will make
reasonable efforts to comply, and it reserves the right to make such changes as
it deems appropriate for that purpose.

INVESTOR CONTROL. In order for a variable annuity contract to qualify for tax
deferral, the Company, and not the variable contract owner, must be considered
to be the owner for tax purposes of the assets in the segregated asset account
underlying the variable annuity contract. In certain circumstances, however,
variable annuity contract owners may now be considered the owners of these
assets for federal income tax purposes. Specifically, the IRS has stated in
published rulings that a variable annuity contract owner may be considered the
owner of segregated account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection with
the issuance of regulations concerning investment diversification, that those
regulations do not provide guidance governing the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., the contract owner), rather than the insurance company, to be
treated as the owner of the assets in the account. This announcement also states
that guidance would be issued by way of regulations or rulings on the "extent to
which policyholders may direct their

47
<PAGE>
investments to particular sub-accounts without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued. The Company therefore additionally reserves the right to modify the
Contract as necessary in order to attempt to prevent a contract owner from being
considered the owner of a pro rata share of the assets of the segregated asset
account underlying the variable annuity contracts.

B. QUALIFIED AND NON-QUALIFIED CONTRACTS

From a federal tax viewpoint there are two types of variable annuity contracts,
"qualified" contracts and "non-qualified" contracts. A qualified contract is one
that is purchased in connection with a retirement plan which meets the
requirements of Sections 401, 403, or 408 of the Code, while a non-qualified
contract is one that is not purchased in connection with one of the indicated
retirement plans. The tax treatment for certain withdrawals or surrenders will
vary, depending on whether they are made from a qualified contract or a non-
qualified contract. For more information on the tax provisions applicable to
qualified contracts, see "E. Provisions Applicable to Qualified Employer Plans"
below.

C. TAXATION OF THE CONTRACT IN GENERAL

The Company believes that the Contract described in this Prospectus will, with
certain exceptions (see "Nonnatural Owner" below), be considered an annuity
contract under Section 72 of the Code. Please note, however, if the Owner
chooses an Annuity Date beyond the Owner's 85th birthday, it is possible that
the Contract may not be considered an annuity for tax purposes, and therefore,
the Owner will be taxed on the annual increase in Accumulated Value. The Owner
should consult tax and financial advisors for more information. This section
governs the taxation of annuities. The following discussion concerns annuities
subject to Section 72.

WITHDRAWALS PRIOR TO ANNUITIZATION. With certain exceptions, any increase in
the Contract's Accumulated Value is not taxable to the Owner until it is
withdrawn from the Contract. Under the current provisions of the Code, amounts
received under an annuity contract prior to annuitization (including payments
made upon the death of the annuitant or owner), generally are first attributable
to any investment gains credited to the contract over the taxpayer's "investment
in the contract." Such amounts will be treated as gross income subject to
federal income taxation. "Investment in the contract" is the total of all
payments to the Contract which were not excluded from the Owner's gross income
less any amounts previously withdrawn which were not included in income. Section
72(e)(11)(A)(ii) requires that all non-qualified deferred annuity contracts
issued by the same insurance company to the same owner during a single calendar
year be treated as one contract in determining taxable distributions.

WITHDRAWALS AFTER ANNUITIZATION. A withdrawal from a qualified or non-qualified
contract may create significant adverse tax consequences. It is possible that
the Internal Revenue Service may take the view that when withdrawals (other than
annuity payments) are taken during the annuity payout phase of the Contract, all
amounts received by the taxpayer are taxable at ordinary income rates as amounts
"not received as an annuity." In addition, such amounts may be taxable to the
recipient without regard to the Owner's investment in the Contract or any
investment gain that might be present in the current annuity value.

For example, assume that a Contract owner with Accumulated Value of $100,000 of
which $90,000 is comprised of investment in the Contract and $10,000 is
investment gain, makes a withdrawal of $20,000 during the annuity payout phase.
Under this view, the Contract owner would pay income taxes on the entire $20,000
amount in that tax year. For some taxpayers, such as those under age 59 1/2,
additional tax penalties may also apply.

OWNERS OF QUALIFIED AND NON-QUALIFIED CONTRACTS SHOULD CONSIDER CAREFULLY THE
TAX IMPLICATIONS OF ANY WITHDRAWAL REQUESTS AND THEIR NEED FOR CONTRACT FUNDS
PRIOR TO THE EXERCISE OF THE WITHDRAWAL RIGHT. CONTRACT OWNERS SHOULD ALSO
CONTACT THEIR TAX ADVISER PRIOR TO MAKING WITHDRAWALS.

48
<PAGE>
ANNUITY PAYOUTS AFTER ANNUITIZATION. When annuity benefit payments begin under
the Contract, generally a portion of each payment may be excluded from gross
income. The excludable portion generally is determined by a formula that
establishes the ratio that the investment in the Contract bears to the expected
return under the Contract. The portion of the payment in excess of this
excludable amount is taxable as ordinary income. Once all the investment in the
Contract is recovered, the entire payment is taxable. If the annuitant dies
before cost basis is recovered, a deduction for the difference is allowed on the
Owner's final tax return.

PENALTY ON DISTRIBUTION. A 10% penalty tax may be imposed on the withdrawal of
investment gains if the withdrawal is made prior to age 59 1/2. The penalty tax
will not be imposed on withdrawals:

- taken on or after age 59 1/2; or

- if the withdrawal follows the death of the Owner (or, if the Owner is not
an individual, the death of the primary Annuitant, as defined in the
Code); or

- in the case of the Owner's "total disability" (as defined in the Code); or

- if withdrawals from a qualified Contract are made to an employee who has
terminated employment after reaching age 55; or

- irrespective of age, if the amount received is one of a series of
"substantially equal" periodic payments made at least annually for the
life or life expectancy of the payee.

The requirement of "substantially equal" periodic payments is met when the Owner
elects to have distributions made over the Owner's life expectancy, or over the
joint life expectancy of the Owner and beneficiary. The requirement is also met
when the number of units withdrawn to make each distribution is substantially
the same. Any modification, other than by reason of death or disability, of
distributions which are part of a series of substantially equal periodic
payments that occurs before the later of the Owner's age 59 1/2 or five years,
will subject the Owner to the 10% penalty tax on the prior distributions.

In a Private Letter Ruling, the IRS took the position that where distributions
from a variable annuity contract were determined by amortizing the accumulated
value of the contract over the taxpayer's remaining life expectancy, and the
option could be changed or terminated at any time, the distributions failed to
qualify as part of a "series of substantially equal payments" within the meaning
of Section 72 of the Code. The distributions, therefore, were subject to the 10%
federal penalty tax. This Private Letter Ruling may be applicable to an Owner
who receives distributions under any LED-type option prior to age 59 1/2.
Subsequent Private Letter Rulings, however, have treated LED-type withdrawal
programs as effectively avoiding the 10% penalty tax. The position of the IRS on
this issue is unclear.

ASSIGNMENTS OR TRANSFERS. If the Owner transfers (assigns) the Contract to
another individual as a gift prior to the Annuity Date, the Code provides that
the Owner will incur taxable income at the time of the transfer. An exception is
provided for certain transfers between spouses. The amount of taxable income
upon such taxable transfer is equal to any investment gain in value over the
Owner's cost basis at the time of the transfer. The transfer also is subject to
federal gift tax provisions.

NONNATURAL OWNERS. As a general rule, deferred annuity contracts owned by
"nonnatural persons" (e.g., a corporation) are not treated as annuity contracts
for federal tax purposes, and the investment income attributable to
contributions made after February 28, 1986 is taxed as ordinary income that is
received or accrued by the owner during the taxable year. This rule does not
apply to annuity contracts purchased with a single payment when the annuity date
is no later than a year from the issue date or to deferred annuities owned by
qualified employer plans, estates, employers with respect to a terminated
pension plan, and entities other than employers, such as a trust, holding an
annuity as an agent for a natural person. This exception, however,

49
<PAGE>
will not apply in cases of any employer who is the owner of an annuity contract
under a non-qualified deferred compensation plan.

DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT
ORGANIZATIONS. Under Section 457 of the Code, deferred compensation plans
established by governmental and certain other tax-exempt employers for their
employees may invest in annuity contracts. Contributions and investment earnings
are not taxable to employees until distributed; however, with respect to
payments made after February 28, 1986, a Contract owned by a state or local
government or a tax-exempt organization will not be treated as an annuity under
Section 72 as well.

D. TAX WITHHOLDING

The Code requires withholding with respect to payments or distributions from
non-qualified contracts and IRAs, unless a taxpayer elects not to have
withholding. A 20% withholding requirement applies to distributions from most
other qualified contracts. In addition, the Code requires reporting to the IRS
of the amount of income received with respect to payment or distributions from
annuities.

E. PROVISIONS APPLICABLE TO QUALIFIED EMPLOYER PLANS

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

The tax rules applicable to qualified retirement plans, as defined by the Code,
are complex and vary according to the type of plan. Benefits under a qualified
plan may be subject to that plan's terms and conditions irrespective of the
terms and conditions of any annuity contract used to fund such benefits. As
such, the following is simply a general description of various types of
qualified plans that may use the Contract. Before purchasing any annuity
contract for use in funding a qualified plan, more specific information should
be obtained.

Qualified Contracts may include special provisions (endorsements) changing or
restricting rights and benefits otherwise available to owners of non-qualified
Contracts. Individuals purchasing a qualified Contract should carefully review
any such changes or limitations which may include restrictions to ownership,
transferability, assignability, contributions, and distributions.

CORPORATE AND SELF-EMPLOYED ("H.R. 10" AND "KEOGH") PENSION AND PROFIT SHARING
PLANS. Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of tax-favored retirement
plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962,
as amended, permits self-employed individuals to establish similar plans for
themselves and their employees. Employers intending to use qualified Contracts
in connection with such plans should seek competent advice as to the suitability
of the Contract to their specific needs and as to applicable Code limitations
and tax consequences.

The Company can provide prototype plans for certain pension or profit sharing
plans for review by the plan's legal counsel. For information, ask your
financial representative.

INDIVIDUAL RETIREMENT ANNUITIES. Sections 408 and 408A of the Code permits
eligible individuals to contribute to an individual retirement program known as
an Individual Retirement Annuity ("IRA"). Note: This term covers all IRAs
permitted under Sections 408 and 408A of the Code, including Roth IRAs. IRAs are
subject to limits on the amounts that may be contributed, the persons who may be
eligible, and on the time

50
<PAGE>
when distributions may commence. In addition, certain distributions from other
types of retirement plans may be "rolled over," on a tax-deferred basis, to an
IRA. Purchasers of an IRA Contract will be provided with supplementary
information as may be required by the IRS or other appropriate agency, and will
have the right to cancel the Contract as described in this Prospectus. See "D.
Right to Cancel."

Eligible employers that meet specified criteria may establish simplified
employee pension plans (SEP-IRAs) for their employees using IRAs. Employer
contributions that may be made to such plans are larger than the amounts that
may be contributed to regular IRAs and may be deductible to the employer.

TAX-SHELTERED ANNUITIES ("TSAS"). Under the provisions of Section 403(b) of the
Code, payments made to annuity Contracts purchased for employees under annuity
plans adopted by public school systems and certain organizations which are tax
exempt under Section 501(c)(3) of the Code are excludable from the gross income
of such employees to the extent that total annual payments do not exceed the
maximum contribution permitted under the Code. Purchasers of TSA contracts
should seek competent advice as to eligibility, limitations on permissible
payments and other tax consequences associated with the contracts.

Withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) made to a TSA contract after December
31, 1988, may not begin before the employee attains age 59 1/2, separates from
service, dies or becomes disabled. In the case of hardship, an Owner may
withdraw amounts contributed by salary reduction, but not the earnings on such
amounts. Even though a distribution may be permitted under these rules (e.g.,
for hardship or after separation from service), it may be subject to a 10%
penalty tax as a premature distribution, in addition to income tax.

TEXAS OPTIONAL RETIREMENT PROGRAM. Distributions under a TSA contract issued to
participants in the Texas Optional Retirement Program may not be received except
in the case of the participant's death, retirement or termination of employment
in the Texas public institutions of higher education. These additional
restrictions are imposed under the Texas Government Code and a prior opinion of
the Texas Attorney General.

STATEMENTS AND REPORTS

An Owner is sent a report semi-annually which provides certain financial
information about the Underlying Portfolios. At least annually, but possibly as
frequently as quarterly, the Company will furnish a statement to the Owner
containing information about his or her Contract, including Accumulation Unit
Values and other information as required by applicable law, rules and
regulations. The Company will also send a confirmation statement to Owners each
time a transaction is made affecting the Contract's Accumulated Value. (Certain
transactions made under recurring payment plans may in the future be confirmed
quarterly rather than by immediate confirmations.) The Owner should review the
information in all statements carefully. All errors or corrections must be
reported to the Company immediately to assure proper crediting to the Contract.
The Company will assume that all transactions are accurately reported on
confirmation statements and quarterly/ annual statements unless the Owner
notifies the Principal Office in writing within 30 days after receipt of the
statement.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

The Company reserves the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares that are held in the
Sub-Accounts or that the Sub-Accounts may purchase. If the shares of any
Underlying Portfolio no longer are available for investment or if, in the
Company's judgment, further investment in any Underlying Portfolio should become
inappropriate in view of the purposes of the Variable Account or the affected
Sub-Account, the Company may withdraw the shares of that Underlying Portfolio
and substitute shares of another registered open-end management company. The
Company will not substitute any shares attributable to a Contract interest in a
Sub-Account without notice to the Owner and prior approval of the SEC and state
insurance authorities, to the extent required by the 1940 Act or other
applicable law. The

51
<PAGE>
Variable Account may, to the extent permitted by law, purchase other securities
for other contracts or permit a conversion between contracts upon request by an
Owner.

The Company also reserves the right to establish additional Sub-Accounts of the
Variable Account, each of which would invest in shares corresponding to a new
Underlying Portfolio or in shares of another investment company having a
specified investment objective. Subject to applicable law and any required SEC
approval, the Company may, in its sole discretion, establish new Sub-Accounts or
eliminate one or more Sub-Accounts if marketing needs, tax considerations or
investment conditions warrant. Any new Sub-Accounts may be made available to
existing Owners on a basis to be determined by the Company.

Shares of the Underlying Portfolios may be issued to variable accounts of the
Company and its affiliates which issue variable life contracts ("mixed
funding"). Shares of the Underlying Portfolios also are issued to other
unaffiliated insurance companies ("shared funding"). It is conceivable that in
the future such mixed funding or shared funding may be disadvantageous for
variable life owners or variable annuity owners. Although the Company and the
underlying investment companies do not currently foresee any such disadvantages
to either variable life insurance owners or variable annuity owners, the Company
and the trustees intend to monitor events in order to identify any material
conflicts between such owners, and to determine what action, if any, should be
taken in response thereto. If the trustees were to conclude that separate funds
should be established for variable life and variable annuity separate accounts,
the Company will bear the attendant expenses.

The Company reserves the right, subject to compliance with applicable law to:

(1) transfer assets from the Variable Account or Sub-Account to another of
the Company's variable accounts or sub-accounts having assets of the same
class,

(2) to operate the Variable Account or any Sub-Account as a management
investment company under the 1940 Act or in any other form permitted by
law,

(3) to deregister the Variable Account under the 1940 Act in accordance with
the requirements of the 1940 Act,

(4) to substitute the shares of any other registered investment company for
the Portfolio shares held by a Sub-Account, in the event that Portfolio
shares are unavailable for investment, or if the Company determines that
further investment in such Portfolio shares is inappropriate in view of
the purpose of the Sub-Account,

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

(6) to change the names of the Variable Account or of the Sub-Accounts. In
no event will the changes described be made without notice to Owners in
accordance with the 1940 Act and

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

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

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

The Company reserves the right, without the consent of Owners, to suspend sales
of the Contract as presently offered, and to make any change to provisions of
the Contract to comply with, or give Owners the benefit of, any federal or state
statute, rule or regulation (or any laws, regulations or rules of any
jurisdiction in which the Company is doing business), including but not limited
to requirements for annuity contracts and retirement plans under the Code and
pertinent regulations or any state statute or regulation. Any such changes will
apply uniformly to all Contracts that are affected. Owners will be given written
notice of such changes.

52
<PAGE>
VOTING RIGHTS

The Company will vote Underlying Portfolio shares held by each Sub-Account in
accordance with instructions received from Owners. Each person having a voting
interest in a Sub-Account will be provided with proxy materials of the
Underlying Portfolio, together with a form with which to give voting
instructions to the Company. Shares for which no timely instructions are
received will be voted in proportion to the instructions that are received. The
Company also will vote shares in a Sub-Account that it owns and which are not
attributable to Contracts in the same proportion. If the 1940 Act or any rules
thereunder should be amended, or if the present interpretation of the 1940 Act
or such rules should change, and as a result the Company determines that it is
permitted to vote shares in its own right, whether or not such shares are
attributable to the Contract, the Company reserves the right to do so.

The number of votes which an Owner may cast will be determined by the Company as
of the record date established by the Underlying Portfolio. During the
accumulation period, the number of Underlying Portfolio shares attributable to
each Owner will be determined by dividing the dollar value of the Accumulation
Units of the Sub-Account credited to the Contract by the net asset value of one
Underlying Portfolio share. During the annuity payout phase, the number of
Underlying Portfolio shares attributable to each Owner will be determined by
dividing the reserve held in each Sub-Account for the Owner's variable annuity
by the net asset value of one Underlying Portfolio share. Ordinarily, the
Owner's voting interest in the Underlying Portfolio will decrease as the reserve
for the variable annuity is depleted.

DISTRIBUTION

The Contract offered by this Prospectus may be purchased from certain
independent broker-dealers which are registered under the Securities and
Exchange Act of 1934 and members of the National Association of Securities
Dealers, Inc. ("NASD"). The Contract also is offered through Allmerica
Investments, Inc., which is the principal underwriter and distributor of the
Contracts. Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653,
is a registered broker-dealer, a member of the NASD and an indirectly wholly
owned subsidiary of First Allmerica.

The Company pays commissions not to exceed 7.0% of payments to broker-dealers
which sell the Contract. Alternative commission schedules are available with
lower initial commission amounts based on payments, plus ongoing annual
compensation of up to 1% of the Contract's Accumulated Value. To the extent
permitted by NASD rules, promotional incentives or payments also may be provided
to such broker-dealers based on sales volumes, the assumption of wholesaling
functions, or other sales-related criteria. Additional payments may be made for
other services not directly related to the sale of the Contract, including the
recruitment and training of personnel, production of promotional literature, and
similar services.

The Company intends to recoup commissions and other sales expenses through a
combination of anticipated surrender charges and profits from the Company's
General Account, which may include amounts derived from mortality and risk
charges. Commissions paid on the Contract, including additional incentives or
payments, do not result in any additional charge to Owners or to the Variable
Account. The Company will retain any surrender charges assessed on a Contract.
Owners may direct any inquiries to their financial representative or to
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653, telephone
1-800-688-9915.

LEGAL MATTERS

There are no legal proceedings pending to which the Variable Account is a party,
or to which the assets of the Variable Account are subject. The Company and the
Principal Underwriter are not involved in any litigation that is of material
importance in relation to their total assets or that relates to the Separate
Account.

53
<PAGE>
FURTHER INFORMATION

A Registration Statement under the 1933 Act relating to this offering has been
filed with the SEC. Certain portions of the Registration Statement and
amendments have been omitted in this Prospectus pursuant to the rules and
regulations of the SEC. The omitted information may be obtained from the SEC's
principal office in Washington, D.C., upon payment of the SEC's prescribed fees.

54
<PAGE>
APPENDIX A
MORE INFORMATION ABOUT THE FIXED ACCOUNT

Because of exemption and exclusionary provisions in the securities laws,
interests in the Fixed Account generally are not subject to regulation under the
provisions of the 1933 Act or the 1940 Act. Disclosures regarding the fixed
portion of the annuity Contract and the Fixed Account may be subject to the
provisions of the 1933 Act concerning the accuracy and completeness of
statements made in this Prospectus. The disclosures in this APPENDIX A have not
been reviewed by the SEC.

The Fixed Account is part of the Company's General Account which is made up of
all of the general assets of the Company other than those allocated to a
separate account. Allocations to the Fixed Account become part of the assets of
the Company and are used to support insurance and annuity obligations. A portion
or all of net payments may be allocated to accumulate at a fixed rate of
interest in the Fixed Account. Such net amounts are guaranteed by the Company as
to principal and a minimum rate of interest. Under the Contract, the minimum
interest which may be credited on amounts allocated to the Fixed Account is 3%
compounded annually. Additional "Excess Interest" may or may not be credited at
the sole discretion of the Company.

A-1
<PAGE>
APPENDIX B
SURRENDER CHARGES

FULL SURRENDER -- Assume a payment of $50,000 is made on the Issue Date and no
additional payments are made. Assume there are no partial withdrawals. The
Withdrawal Without Surrender Charge Amount is equal to the greater of 100% of
cumulative earnings (excluding Payment Credits) or 15% of the total of all
payments invested in the Contract.

The table below presents examples of the surrender charge resulting from a full
surrender, based on Hypothetical Accumulated Values:

<TABLE>
<CAPTION>
HYPOTHETICAL WITHDRAWAL SURRENDER
CONTRACT ACCUMULATED WITHOUT SURRENDER CHARGE SURRENDER
YEAR VALUE CHARGE AMOUNT PERCENTAGE CHARGE
-------- ------------ ----------------- ---------- ---------
<S> <C> <C> <C> <C>
1 $ 56,160 $ 7,500 8.5% $4,136
2 60,653 8,653 8.5% 4,250
3 65,505 13,505 8.5% 4,250
4 70,745 18,745 8.5% 4,250
5 76,405 24,405 7.5% 3,750
6 82,517 30,517 6.5% 3,250
7 89,119 37,119 5.5% 2,750
8 96,248 44,248 3.5% 1,750
9 103,948 51,948 1.5% 750
10 112,264 60,264 0.0% 0
</TABLE>

WITHDRAWALS -- Assume a payment of $50,000 is made on the Issue Date and no
additional payments are made. Assume that there are withdrawals as detailed
below. The Withdrawal Without Surrender Charge Amount is equal to the greater of
100% of cumulative earnings (excluding Payment Credits) or 15% of the total of
all payments invested in the Contract less that portion of any prior
withdrawal(s) of payments that are subject to the surrender charge table.

The table below presents examples of the surrender charge resulting from
withdrawals, based on Hypothetical Accumulated Values:

<TABLE>
<CAPTION>
HYPOTHETICAL WITHDRAWAL SURRENDER
CONTRACT ACCUMULATED WITHOUT SURRENDER CHARGE SURRENDER
YEAR VALUE WITHDRAWALS CHARGE AMOUNT PERCENTAGE CHARGE
-------- ------------ ----------- ----------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1 $56,160 $ 0 $ 7,500 8.5% $ 0
2 60,653 0 8,653 8.5% 0
3 65,505 0 13,505 8.5% 0
4 70,745 30,000 18,745 8.5% 957
5 44,005 10,000 5,812 7.5% 314
6 36,725 5,000 5,184 6.5% 0
7 34,264 10,000 5,184 5.5% 265
8 26,205 15,000 4,461 3.5% 369
9 12,101 5,000 2,880 1.5% 32
10 7,669 5,000 2,562 0.0% 0
</TABLE>

B-1
<PAGE>
APPENDIX C
CONDENSED FINANCIAL INFORMATION
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-P

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

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

PRESENT VALUE WITHDRAWALS

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

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

Rate used in Present Value Determination = 5% (3% AIR plus 2% Withdrawal
Adjustment Charge)
Present Value of Future Guaranteed Annuity Benefit Payments = $119,961.92

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

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

Because the withdrawal is being made within 5 years of the Issue Date, the rate
used in the Present Value Determination is increased by a Withdrawal Adjustment
Charge. Since less than 10 years of guaranteed annuity payments are being
valued, the Withdrawal Adjustment Charge is 2%. Because this is a Present Value
Withdrawal, the number of Annuity Units will increase to 1,370 after the end of
the 10-year period during which the Company guaranteed to make payments.

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

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

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

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

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

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

D-1
<PAGE>

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

STATEMENT OF ADDITIONAL INFORMATION

FLEXIBLE PAYMENT DEFERRED VARIABLE AND
FIXED ANNUITY CONTRACTS FUNDED THROUGH

SUB-ACCOUNTS OF

SEPARATE ACCOUNT VA-P

INVESTING IN SHARES OF THE UNDERLYING PORTFOLIOS

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE PIONEER XTRAVISION PROSPECTUS OF SEPARATE ACCOUNT VA-P
DATED ________, 2001 ("THE PROSPECTUS"). THE PROSPECTUS MAY BE OBTAINED FROM
ANNUITY CLIENT SERVICES, FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY, 440
LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653, TELEPHONE 1-800-688-9915.

DATED ________, 2001

<PAGE>

TABLE OF CONTENTS

<TABLE>

<S> <C>
GENERAL INFORMATION AND HISTORY......................................................................2

TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT AND THE COMPANY.......................................3

SERVICES.............................................................................................3

UNDERWRITERS.........................................................................................4

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

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

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

FINANCIAL STATEMENTS...............................................................................F-1

</TABLE>

GENERAL INFORMATION AND HISTORY

Separate Account VA-P (the "Variable Account") is a separate investment account
of First Allmerica Financial Life Insurance Company (the "Company") authorized
by vote of its Board of Directors on August 20, 1991. The Company, organized
under the laws of Massachusetts in 1844, is among the five oldest life insurance
companies in America. As of December 31, 2000, the Company and its subsidiaries
had over $XX billion in combined assets and over $4X billion of life insurance
in force. Effective October 16, 1995, the Company converted from a mutual life
insurance company, known as State Mutual Life Assurance Company of America, to a
stock life insurance company and adopted its present name. The Company is a
wholly owned subsidiary of Allmerica Financial Corporation ("AFC"). The
Company's principal office (the "Principal Office") is located at 440 Lincoln
Street, Worcester, Massachusetts 01653, telephone (508) 855-1000.

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

Twenty-six Sub-Accounts of the Variable Account are available under the Pioneer
XtraVision contract (the "Contract"). Each Sub-Account invests in a
corresponding investment portfolio of Pioneer Variable Contracts Trust ("Pioneer
VCT"), AIM Variable Insurance Funds ("AVIF"), Alliance Variable Products Series
Fund, Inc. ("Alliance"), Delaware Group Premium Fund ("DGPF"), Franklin
Templeton Variable Insurance Products Trust ("FT VIP") or Van Kampen Life
Investment Trust ("Van Kampen"), open-end, registered management investment
companies. Sixteen investment portfolios of Pioneer are available under the
Contract: the Pioneer Emerging Markets VCT Portfolio, Pioneer Europe VCT
Portfolio, Pioneer International Growth VCT Portfolio, Pioneer Science &
Technology VCT Portfolio, Pioneer Mid-Cap Value VCT Portfolio (formerly Capital
Growth Portfolio), Pioneer Small Company VCT Portfolio, Pioneer Growth Shares
VCT Portfolio, Pioneer Real Estate Growth VCT Portfolio, Pioneer Fund VCT
Portfolio (formerly Growth and Income Portfolio), Pioneer Equity-Income VCT
Portfolio, Pioneer Balanced VCT Portfolio, Pioneer Swiss Franc Bond VCT
Portfolio, Pioneer High Yield VCT Portfolio, Pioneer Strategic Income VCT
Portfolio, Pioneer America Income VCT Portfolio and the Pioneer Money Market VCT
Portfolio. Two portfolios of AVIF is available under the Contract: the AIM V.I.
Aggressive Growth Fund and

2
<PAGE>

the AIM V.I. Capital Appreciation Fund. Two Alliance portfolios are available
under the Contract: the Alliance Premier Growth Portfolio and the Alliance
Technology Portfolio. Two DGPF series are available under the Contract: the
DGPF Growth Opportunities Series and the DGPF Select Growth Series. Three FT
VIP funds are available under the Contract: the Templeton Asset Strategy
Fund, the Templeton International Smaller Companies Fund and the Franklin
Small Cap Fund. One Van Kampen portfolio is available under the Contract: the
Van Kampen LIT Emerging Growth Portfolio (together, the "Underlying
Portfolios"). Each Underlying Portfolio has its own investment objectives and
certain attendant risks.

TAXATION OF THE CONTRACTS, THE VARIABLE
ACCOUNT AND THE COMPANY

The Company currently imposes no charge for taxes payable in connection with the
contracts, other than for state and local premium taxes and similar assessments
when applicable. The Company reserves the right to impose a charge for any other
taxes that may become payable in the future in connection with the contracts or
the Variable Account.

The Variable Account is considered to be a part of and taxed with the operations
of the Company. The Company is taxed as a life insurance company under
subchapter L of the Internal Revenue Code (the "Code"), and files a consolidated
tax return with its parent and affiliated companies.

The Company reserves the right to make a charge for any effect which the income,
assets or existence of the contracts or the Variable Account may have upon its
tax. Such charge for taxes, if any, will be assessed on a fair and equitable
basis in order to preserve equity among classes of Contract Owners ("Owners").
The Variable Account presently is not subject to tax.

SERVICES

CUSTODIAN OF SECURITIES. The Company serves as custodian of the assets of the
Variable Account. Underlying Portfolio shares owned by the Sub-Accounts are held
on an open account basis. A Sub-Account's ownership of Underlying Portfolio
shares is reflected on the records of the Underlying Portfolio, and is not
represented by any transferable stock certificates.

EXPERTS. The financial statements of the Company as of December 31, 2000 and
1999 and for each of the three years in the period ended December 31, 2000, and
the financial statements of Separate Account VA-P of the Company as of December
31, 2000 and for the periods indicated, included in this Statement of Additional
Information constituting part of this Registration Statement, have been so
included in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

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

3
<PAGE>

UNDERWRITERS

Allmerica Investments, Inc. ("Allmerica Investments"), a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. ("NASD"), serves as principal
underwriter and general distributor for the Contract pursuant to a contract with
Allmerica Investments, the Company and the Variable Account. Allmerica
Investments distributes the Contract on a best-efforts basis. Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653, was
organized in 1969 as a wholly owned subsidiary of First Allmerica, and presently
is indirectly wholly owned by First Allmerica.

The Contract offered by this Prospectus is offered continuously, and may be
purchased from certain independent broker-dealers which are NASD members and
whose representatives are authorized by applicable laws to sell variable annuity
policies.

All persons selling the Contract are required to be licensed by their respective
state insurance authorities for the sale of variable annuity contracts. The
Company pays commissions, not to exceed 7.0% of purchase payments, to entities
which sell the Contract. To the extent permitted by NASD rules, promotional
incentives or payments also may be provided to such entities based on sales
volumes, the assumption of wholesaling functions or other sales-related
criteria. Additional payments may be made for other services not directly
related to the sale of the Contract, including the recruitment and training of
personnel, production of promotional literature and similar services. A
Promotional Allowance of 1.0% is paid to Pioneer Funds Distributor, Inc. for
administrative and support services with respect to the distribution of the
Contract; however, Pioneer Funds Distributor, Inc. may direct the Company to pay
a portion of said allowance to broker-dealers who provide support services
directly.

Commissions paid by the Company do not result in any charge to Owners or to the
Variable Account, in addition to the charges described under "CHARGES AND
DEDUCTIONS" in the Prospectus. The Company intends to recoup the commission and
other sales expense through a combination of anticipated surrender, withdrawal
and/or annuitization charges, profits from the Company's general account,
including the investment earnings on amounts allocated to accumulate on a fixed
basis in excess of the interest credited on fixed accumulations by the Company,
and the profit, if any, from the mortality and expense risk charge.

The aggregate amounts of commissions paid to Allmerica Investments for sales of
all contracts funded by Separate Account VA-P (including contracts not described
in the Prospectus) for the years 1998, 1999 and 2000 were $421,284,$223,307 and
_________.

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

ANNUITY BENEFIT PAYMENTS

The method by which the Accumulated Value under the Contract is determined is
described in detail under "Computation of Values" in the Prospectus.

ILLUSTRATION OF ACCUMULATION UNIT CALCULATION USING HYPOTHETICAL EXAMPLE. The
Accumulation Unit calculation for a daily Valuation Period may be illustrated by
the following hypothetical example: Assume that the assets of a Sub-Account at
the beginning of a one-day Valuation Period were $5,000,000; that the value of
an Accumulation Unit on the previous date was $1.135000; and that during the
Valuation Period, the investment income and net realized and unrealized capital
gains

4
<PAGE>

exceed net realized and unrealized capital losses by $1,675. The Accumulation
Unit Value at the end of the current Valuation Period would be calculated as
follows:

<TABLE>

<S> <C> <C>
(1) Accumulation Unit Value -- Previous Valuation Period.....................................$ 1.135000

(2) Value of Assets -- Beginning of Valuation Period.........................................$5,000,000

(3) Excess of Investment Income and Net Gains Over Capital Losses................................$1,675

(4) Adjusted Gross Investment Rate for the Valuation Period (3) divided by (2).................0.000335

(5) Annual Charge (one-day equivalent of 1.40% per annum)......................................0.000039

(6) Net Investment Rate (4) - (5)..............................................................0.000296

(7) Net Investment Factor 1.000000 + (6).......................................................1.000296

(8) Accumulation Unit Value -- Current Period (1) x (7)......................................$ 1.135336

</TABLE>

Conversely, if unrealized capital losses and charges for expenses and taxes
exceeded investment income and net realized capital gains by $1,675, the
Accumulation Unit Value at the end of the Valuation Period would have been
$1.134576.

The method for determining the amount of annuity benefit payments is described
in detail under "Variable Annuity Benefit Payments" in the Prospectus.

ILLUSTRATION OF VARIABLE ANNUITY BENEFIT PAYMENT CALCULATION USING HYPOTHETICAL
EXAMPLE. The determination of the Annuity Unit Value and the variable annuity
benefit payment may be illustrated by the following hypothetical example: Assume
an Owner has 40,000 Accumulation Units in a Variable Account, and that the value
of an Accumulation Unit on the Valuation Date used to determine the amount of
the first variable annuity benefit payment is $1.120000. Therefore, the
Accumulated Value of the Contract is $44,800 (40,000 x $1.120000). Assume also
that the Owner elects an option for which the first monthly payment is $6.57 per
$1,000 of Accumulated Value applied. Assuming no premium tax or surrender
charge, the first monthly payment would be $44.80 ($44,800 divided by $1,000)
multiplied by $6.57, or $294.34.

Next, assume that the Annuity Unit Value for the assumed investment return of
3.0% per annum for the Valuation Date as of which the first payment was
calculated was 1.100000. Annuity Unit Values will not be the same as
Accumulation Unit Values because the former reflect the 3.0% assumed investment
return used in the annuity rate calculations. When the Annuity Unit Value of
$1.100000 is divided into the first monthly payment the number of Annuity Units
represented by that payment is determined to be 267.5818. The value of this same
number of Annuity Units will be paid in each subsequent month under most
options. Assume further that the net investment factor for the Valuation Period
applicable to the next annuity payment is 1.000190. Multiplying this factor by
.999919 (the one-day adjustment factor for the assumed investment return of 3.0%
per annum) produces a factor of 1.000109. This then is multiplied by the Annuity
Unit Value on the immediately preceding Valuation Date (assumed here to be
$1.105000). The result is an Annuity Unit Value of $1.105121 for the current
monthly payment. The current monthly payment then is determined by multiplying
the number of Annuity Units by the current Annuity Unit Value, or 267.5818 times
$1.105121, which produces a current monthly payment of $295.71.

5
<PAGE>

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAMS. To the extent
permitted by law, the Company reserves the right to offer Enhanced Automatic
Transfer Program(s) from time to time. If you elect to participate, the Company
will credit an enhanced interest rate to payments made to the Enhanced Automatic
Transfer Program. Eligible payments:

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

- must be allocated to the Fixed Account, which will be the source
account,

- must be automatically transferred out of the Fixed Account to one
or more Sub- Accounts over a specified time period and

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

You may be able to establish more than one Enhanced Automatic Transfer Program.
Payments made to the Contract during the same month will be part of the same
Enhanced Automatic Transfer Program if the length of the time period is the same
and the enhanced rate is the same. The allocation for all of the amounts in the
same program will be in accordance with the instructions for the most recent
payment to this program. The monthly transfer will be made on the date
designated for the initial payment to this program. The amount allocated will be
determined by dividing the amount in the program by the number of remaining
months. For example, for a six-month program, the first automatic transfer will
be 1/6th of the balance; the second automatic transfer will be 1/5th of the
balance, and so on.

Payments to different Enhanced Automatic Transfer Programs will be handled in
accordance with the instructions for each particular program.

PERFORMANCE INFORMATION

Performance information for a Sub-Account may be compared, in reports and
promotional literature, to certain indices described in the Prospectus under
"PERFORMANCE INFORMATION." In addition, the Company may provide advertising,
sales literature, periodic publications or other material information on various
topics of interest to Owners and prospective Owners. These topics may include
the relationship between sectors of the economy and the economy as a whole and
its effect on various securities markets, investment strategies and techniques
(such as value investing, market timing, dollar cost averaging, asset
allocation, constant ratio transfer and account rebalancing), the advantages and
disadvantages of investing in tax-deferred and taxable investments, customer
profiles and hypothetical purchase and investment scenarios, financial
management and tax and retirement planning, and investment alternatives to
certificates of deposit and other financial instruments, including comparisons
between the Contract and the characteristics of and market for such financial
instruments. Total Return data and supplemental total return information may be
advertised based on the period of time that an Underlying Portfolio and/or an
underlying Sub-Account have been in existence, even if longer than the period of
time that the Contract has been offered. The results for any period prior to a
Contract being offered will be calculated as if the Contract had been offered
during that period of time, with all charges assumed to be those applicable to
the Contract.

Total return data, however, may be advertised based on the period of time that
the underlying Sub-Accounts and the Underlying Portfolios have been in
existence. The results for any period prior to the Contract being offered will
be calculated as if the Contract had been offered during that period of time,
with all charges assumed to be those applicable to the Contract.

6
<PAGE>

TOTAL RETURN

"Total Return" refers to the total of the income generated by an investment in a
Sub-Account and of the changes of value of the principal invested (due to
realized and unrealized capital gains or losses) for a specified period, reduced
by the Sub-Account's asset charge and any applicable surrender charge which
would be assessed upon complete withdrawal of the investment.

Total Return figures are calculated by standardized methods prescribed by rules
of the Securities and Exchange Commission (the "SEC"). The quotations are
computed by finding the average annual compounded rates of return over the
specified periods that would equate the initial amount invested to the ending
redeemable values, according to the following formula:

P(1 + T) to the power of (n) = ERV

Where: P = a hypothetical initial payment to the Variable
Account of $1,000

T = average annual total return

n = number of years

ERV = the ending redeemable value of the $1,000 payment at
the end of the specified period

The calculation of Total Return includes the annual charges against the assets
of the Sub-Account. This charge is 1.40% on an annual basis. The calculation of
ending redeemable value assumes (1) the Contract was issued at the beginning of
the period, and (2) a complete surrender of the Contract at the end of the
period. The deduction of the surrender charge, if any, applicable at the end of
the period is included in the calculation, according to the following schedule:

COMPLETE YEARS FROM
DATE OF PAYMENT CHARGE
--------------- ------
<S> <C>
Less than 4 8.5%
Less than 5 7.5%
Less than 6 6.5%
Less than 7 5.5%
Less than 8 3.5%
Less than 9 1.5%
Thereafter 0%
</TABLE>

No surrender charge is deducted upon expiration of the periods specified above.
In all Contract years, a certain amount (withdrawal without surrender charge
amount, as described in the Prospectus) is not subject to the surrender charge.

The calculations of Total Return include the deduction of the $30 annual
Contract fee.

SUPPLEMENTAL TOTAL RETURN INFORMATION

The Supplemental Total Return Information in this section refers to the total of
the income generated by an investment in a Sub-Account and of the changes of
value of the principal invested (due to realized and unrealized capital gains or
losses) for a specified period reduced by the Sub-Account's asset charges. It is
assumed, however, that the investment is NOT withdrawn at the end of each
period.

7
<PAGE>

The quotations of Supplemental Total Return are computed by finding the average
annual compounded rates of return over the specified periods that would equate
the initial amount invested to the ending values, according to the following
formula:

P(1 + T) to the power of (n) = EV

Where: P = a hypothetical initial payment to the Variable
Account of $1,000

T = average annual total return

n = number of years

EV = the ending value of the $1,000 payment at the
end of the specified period.

The calculation of Supplemental Total Return reflects the 1.40% annual charge
against the assets of the Sub-Accounts. The ending value assumes that the
Contract is NOT surrendered at the end of the specified period, and therefore
there is no adjustment for the surrender charge that would be applicable if the
Contract was surrendered at the end of the period. The calculation of
supplemental total return does not include the deduction of the $30 annual
Contract fee.

8
<PAGE>

PERFORMANCE TABLES

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

TABLE 1A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 2000
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
SUB-ACCOUNT FOR YEAR SINCE
INCEPTION ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO DATE 12/31/00 SUB-ACCOUNT
--------------------------------------------- ---- -------- -----------
<S> <C> <C> <C>
Pioneer Emerging Markets VCT Portfolio.......................
Pioneer Europe VCT Portfolio.................................
Pioneer International Growth VCT Portfolio...................
Pioneer Science & Technology VCT Portfolio...................
Pioneer Mid-Cap Value VCT Portfolio..........................
Pioneer Growth Shares VCT Portfolio..........................
Pioneer Real Estate Growth VCT Portfolio.....................
Pioneer Fund VCT Portfolio...................................
Pioneer Equity-Income VCT Portfolio..........................
Pioneer Balanced VCT Portfolio...............................
Pioneer Swiss Franc Bond VCT Portfolio.......................
Pioneer High Yield VCT Portfolio.............................
Pioneer Strategic Income VCT Portfolio......................
Pioneer America Income VCT Portfolio.........................
Pioneer Money Market VCT Portfolio...........................
AIM V.I. Capital Appreciation Fund...........................
Alliance Premier Growth Portfolio............................
Alliance Technology Portfolio................................
DGPF Growth Opportunities Series.............................
DGPF Select Growth Series....................................
Franklin Small Cap Fund......................................
Templeton Asset Strategy Fund................................
Templeton International Smaller Companies Fund...............
Van Kampen LIT Emerging Growth Portfolio.....................
</TABLE>

9
<PAGE>

TABLE 1B

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

<TABLE>
<CAPTION>
SUB-ACCOUNT FOR YEAR SINCE
INCEPTION ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO DATE 12/31/00 SUB-ACCOUNT
--------------------------------------------- ---- -------- -----------
<S> <C> <C> <C>
Pioneer Emerging Markets VCT Portfolio....................
Pioneer Europe VCT Portfolio..............................
Pioneer International Growth VCT Portfolio................
Pioneer Science & Technology VCT Portfolio................
Pioneer Mid-Cap Value VCT Portfolio.......................
Pioneer Growth Shares VCT Portfolio.......................
Pioneer Real Estate Growth VCT Portfolio..................
Pioneer Fund VCT Portfolio................................
Pioneer Equity-Income VCT Portfolio.......................
Pioneer Balanced VCT Portfolio............................
Pioneer Swiss Franc Bond VCT Portfolio....................
Pioneer High Yield VCT Portfolio..........................
Pioneer Strategic Income VCT Portfolio...................
Pioneer America Income VCT Portfolio......................
Pioneer Money Market VCT Portfolio........................
AIM V.I. Capital Appreciation Fund........................
Alliance Premier Growth Portfolio.........................
Alliance Technology Portfolio.............................
DGPF Growth Opportunities Series..........................
DGPF Select Growth Series.................................
Franklin Small Cap Fund...................................
Templeton Asset Strategy Fund.............................
Templeton International Smaller Companies Fund............

Van Kampen LIT Emerging Growth Portfolio..................
</TABLE>

10
<PAGE>

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

10 YEARS OR
UNDERLYING FOR YEAR SINCE INCEPTION
PORTFOLIO ENDED OF UNDERLYING
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO INCEPTION DATE 12/31/00 5 YEARS PORTFOLIO IF LESS
--------------------------------------------- -------------- -------- ------- -----------------
<S> <C> <C> <C>
Pioneer Emerging Markets VCT Portfolio................... 10/30/98
Pioneer Europe VCT Portfolio............................. 10/30/98
Pioneer International Growth VCT Portfolio............... 3/1/95
Pioneer Science & Technology VCT Portfolio............... N/A
Pioneer Mid-Cap Value VCT Portfolio...................... 3/1/95
Pioneer Growth Shares VCT Portfolio...................... 10/31/97
Pioneer Real Estate Growth VCT Portfolio................. 3/1/95
Pioneer Fund VCT Portfolio............................... 10/31/97
Pioneer Equity-Income VCT Portfolio...................... 3/1/95
Pioneer Balanced VCT Portfolio........................... 3/1/95
Pioneer Swiss Franc Bond VCT Portfolio................... 11/1/95
Pioneer High Yield VCT Portfolio......................... N/A
Pioneer Strategic Income VCT Portfolio.................. 7/29/99
Pioneer America Income VCT Portfolio..................... 3/1/95
Pioneer Money Market VCT Portfolio....................... 3/1/95
AIM V.I. Capital Appreciation Fund...................... 5/5/93
Alliance Premier Growth Portfolio....................... 6/26/92
Alliance Technology Portfolio........................... 1/11/96
DGPF Growth Opportunities Series........................ 7/12/91
DGPF Select Growth Series............................... 5/3/99
Franklin Small Cap Fund*................................ 11/1/95
Templeton Asset Strategy Fund*.......................... 8/31/88
Templeton International Smaller Companies Fund*......... 5/1/96
Van Kampen LIT Emerging Growth Portfolio................ 7/3/95

</TABLE>

* These are hypothetical performance figures for Class 2 shares. The figures are
based upon the historical performance of the Class 1 shares increased by 0.25%
to reflect the effect of the 12b-1 fee on Class 2 shares performance.

11
<PAGE>

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

<TABLE>
<CAPTION>
10 YEARS OR SINCE
UNDERLYING FOR YEAR INCEPTION OF
PORTFOLIO ENDED UNDERLYING
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO INCEPTION DATE 12/31/00 5 YEARS PORTFOLIO IF LESS
--------------------------------------------- -------------- -------- ------- -----------------
<S> <C> <C> <C> <C>
Pioneer Emerging Markets VCT Portfolio................ 10/30/98
Pioneer Europe VCT Portfolio.......................... 10/30/98
Pioneer International Growth VCT Portfolio............ 3/1/95
Pioneer Science & Technology VCT Portfolio............ N/A
Pioneer Mid-Cap Value VCT Portfolio................... 3/1/95
Pioneer Growth Shares VCT Portfolio................... 10/31/97
Pioneer Real Estate Growth VCT Portfolio.............. 3/1/95
Pioneer Fund VCT Portfolio............................ 10/31/97
Pioneer Equity-Income VCT Portfolio................... 3/1/95
Pioneer Balanced VCT Portfolio........................ 3/1/95
Pioneer Swiss Franc Bond VCT Portfolio................ 11/1/95
Pioneer High Yield VCT Portfolio...................... N/A
Pioneer Strategic Income VCT Portfolio............... 7/29/99
Pioneer America Income VCT Portfolio.................. 3/1/95
Pioneer Money Market VCT Portfolio.................... 3/1/95
AIM V.I. Capital Appreciation Fund.................... 5/5/93
Alliance Premier Growth Portfolio..................... 6/26/92
Alliance Technology Portfolio......................... 1/11/96
DGPF Growth Opportunities Series...................... 7/12/91
DGPF Select Growth Series............................. 5/3/99
Franklin Small Cap Fund*.............................. 11/1/95
Templeton Asset Strategy Fund*........................ 8/31/88
Templeton International Smaller Companies Fund*....... 5/1/96
Van Kampen LIT Emerging Growth Portfolio.............. 7/3/95

</TABLE>

YIELD AND EFFECTIVE YIELD -- THE MONEY MARKET SUB-ACCOUNT

Set forth below is yield and effective yield information for the Money Market
Sub-Account for the seven-day period ended December 31, 2000:

<TABLE>
<S> <C>
Yield ____%
Effective Yield ____%
</TABLE>

The yield and effective yield figures are calculated by standardized methods
prescribed by rules of the SEC. Under those methods, the yield quotation is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Sub-Account at the beginning of the period, dividing
the difference by the value of the account at the beginning of the same period
to obtain the base period return, and then multiplying the return for a
seven-day base period by (365/7), with the resulting yield carried to the
nearest hundredth of one percent.

12
<PAGE>

The Money Market Sub-Account computes effective yield by compounding the
unannualized base period return by using the formula:

Effective Yield = [(base period return + 1) to the power of (365/7)] - 1

The calculations of yield and effective yield reflect the $30 annual Contract
fee.

FINANCIAL STATEMENTS

Financial Statements are included for First Allmerica Financial Life
Insurance Company and for its Separate Account VA-P. (To be added by
Pre-Effective Amendment)

13
<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

Financial Statements Included in Part A WILL BE FILED BY PRE-EFFECTIVE
AMENDMENT
None

Financial Statements Included in Part B WILL BE FILED BY PRE-EFFECTIVE
AMENDMENT
Financial Statements for First Allmerica Financial Life Insurance Company
Financial Statements for Separate Account VA-P of First Allmerica Financial
Life Insurance Company

Financial Statements Included in Part C WILL BE FILED BY PRE-EFFECTIVE
AMENDMENT
None

(b) EXHIBITS

EXHIBIT 1 Vote of the Board of Directors authorizing Establishment of
Registrant dated August 20, 1991 was previously filed on April
24, 1998 in Registration Statement No. 33-86664/811-8872,
Post-Effective Amendment No. 8, and is incorporated by
reference herein.

EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance Company
may hold the assets of the Registrant NOT pursuant to a trust
indenture or other such instrument.

EXHIBIT 3 (a) Underwriting and Administrative Services Agreement was
previously filed in Registration Statement No.
33-86664/811-8872, Post-Effective Amendment No. 8 on
April 24, 1998, and is incorporated by reference herein.

(b) Wholesaling Agreement was previously filed on October 1,
1995 in Registration Statement No. 33-86664/811-8872,
Post-Effective Amendment No. 1, and is incorporated by
Reference herein. Amendment to Wholesaling Agreement was
previously filed in Registration Statement No.
33-86664/811-8872, Post-Effective Amendment No. 8 on
April 24, 1998 and is incorporated by reference herein.

(c) Form of Bonus Product Commissions Schedule is filed
herewith. Sales Agreements with Commission Schedule
were previously filed in Registration Statement No.
33-86664/811-8872, Post-Effective Amendment No. 8 on
April 24, 1998, and are incorporated by reference
herein.

(d) General Agent's Agreement was previously filed in
Registration Statement No. 33-86664/811-8872,
Post-Effective Amendment No. 8 on April 24, 1998, and is
incorporated by reference herein.

(e) Career Agent Agreement was previously filed in Registration
Statement No. 33-86664/811-8872, Post-Effective Amendment
No. 8 on April 24, 1998, and is incorporated by reference
herein.

(f) Registered Representative's Agreement was previously filed
in Registration Statement No. 33-86664/811-8872,
Post-Effective Amendment No. 8 on April 24, 1998, and is
incorporated by reference herein.

<PAGE>

EXHIBIT 4 The following documents are filed herewith:

(a) Contract Form A3028.NY-00GRCU;
(b) Specification Pages Form A8028-99; and
(c) Enhanced Death Benefit "EDB" Rider (Form 3286.NY-00GRC);

EXHIBIT 5 Application Form SML-1468pny is filed herewith.

EXHIBIT 6 (a) The Depositor's restated Articles of Incorporation
were previously filed on October 1, 1995 in Registration
Statement No. 33-86664/811-8872, Post-Effective Amendment
No. 1, and are incorporated by reference herein.

(b) The Depositor's revised Bylaws were previously filed on
May 1, 1996 in Registration Statement
No. 33-86664/811-8872, Post-Effective Amendment No. 4, and
are incorporated by reference herein.

EXHIBIT 7 Not Applicable.

EXHIBIT 8 (a) BFDS Agreements for lockbox and mailroom services were
previously filed in Registration Statement No.
33-86664/811-8872, Post-Effective Amendment No. 8 on
April 24, 1998, and are incorporated by reference herein.

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

EXHIBIT 9 Opinion of Counsel is filed herewith.

EXHIBIT 10 Consent of Independent Accountants TO BE FILED BY PRE-EFFECTIVE
AMENDMENT

EXHIBIT 11 None.

EXHIBIT 12 None.

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

EXHIBIT 14 Not Applicable.

<PAGE>

EXHIBIT 15 (a) FORM OF AMENDMENT TO THE PARTICIPATION AGREEMENT WITH
PIONEER DATED OCTOBER 24, 2000 IS FILED HEREWITH. Form of
Amendment was previously filed in April 2000 in
Post-Effective Amendment No. 12 of Registration Statement
No. 33-86664/811-8872 and is incorporated by reference
herein. Participation Agreement with Pioneer was previously
filed in Post-Effective Amendment No. 8 on April 24, 1998,
and is incorporated by reference herein.

(b) FORM OF AMENDMENT #5 TO THE AIM PARTICIPATION AGREEMENT
DATED DECEMBER 2000 IS FILED HEREWITH. Form of Amendment
was previously filed in April 2000 in Post-Effective
Amendment No. 12 of Registration Statement
No. 33-71054/811-8114 and is incorporated by reference
herein. Participation Agreement with AIM Variable Insurance
Funds, Inc. was previously filed on August 27, 1998 in
Post-Effective Amendment No. 2 in Registration Statement
No. 333-16929/811-7747, and is incorporated by reference
herein.

(c) FORM OF AMENDED AND RESTATED PARTICIPATION AGREEMENT WITH
ALLIANCE DATED AUGUST 1, 2000 IS FILED HEREWITH. Form of
Participation Agreement with Alliance was previously filed
in April 2000 in Post-Effective Amendment No. 12 of
Registration Statement No. 33-86664/811-8872, and is
incorporated by reference herewith.

(d) FORM OF AMENDMENT TO THE DELAWARE PARTICIPATION AGREEMENT
DATED OCTOBER 30, 2000 IS FILED HEREWITH. Form of Amendment
was previously filed in April 2000 in Post-Effective
Amendment No. 12 of Registration Statement No.
33-71054/811-8114 and is incorporated by reference herein.
Participation Agreement with Delaware Group Premium Fund
and Amendment was previously filed on April 24, 1998 in
Registration Statement No. 33-71052/811-8114,
Post-Effective Amendment No. 9, and is incorporated by
reference herein.

(e) FORM OF PARTICIPATION AGREEMENT WITH FRANKLIN TEMPLETON
DATED DECEMBER 1, 2000 IS FILED HEREWITH. Form of
Participation Agreement with Franklin Templeton was
previously filed in April 2000 in Post-Effective Amendment
No. 12 of Registration Statement No. 33-71054/811-8114 and
is incorporated by reference herein.

(f) AMENDMENT TO THE PARTICIPATION AGREEMENT WITH VAN KAMPEN
DATED OCTOBER 19, 2000 IS FILED HEREWITH. Form of
Participation Agreement with Van Kampen was previously
filed in April 2000 in Post-Effective Amendment No. 12 of
Registration Statement No. 33-86664/811-8872 and is
incorporated by reference herein.

<PAGE>

ITEM 25. DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

The principal business address of all the following Directors and Officers
is:
440 Lincoln Street
Worcester, Massachusetts 01553

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

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

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

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

J. Kendall Huber Director, Vice President and General Counsel of First Allmerica
Director, Vice President and (since 2000); Vice President (1999) of Promos Hotel Corporation;
General Counsel 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) and Vice
Director, Vice President and President (since 1991) of First Allmerica; Vice President (since
Chief Investment Officer 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 and President
Director (since 1996) of The Hanover Insurance Company; and Vice President
(1993 to 1996) of The Hanover Insurance Company

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

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

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

Richard M. Reilly Director (since 1996) and Vice President (since 1990)
Director, President and of First Allmerica; President (since 1995) of Allmerica
Chief Executive Officer 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.

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

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

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

</TABLE>
<PAGE>

ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT

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

Delaware

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

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

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

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

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

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

Michigan

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

Massachusetts Massachusetts Massachusetts

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

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

Massachusetts Massachusetts

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

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

Texas

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

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

Delaware Massachusetts

________ L.P. or L.L.C. established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
</TABLE>

<PAGE>

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

<TABLE>
<S> <C> <C>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

AAM Growth & Income Fund, L.P 440 Lincoln Street Limited Partnership
Worcester MA 01653

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

AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653

Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653

</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653

Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653

Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance

Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance

Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653

Allmerica Financial Insurance 440 Lincoln Street Insurance Broker
Brokers, Inc. Worcester MA 01653

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

Allmerica Financial Services Insurance 440 Lincoln Street
Agency, Inc. Worcester MA 01653 Insurance Agency

Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for
Worcester MA 01653 commercial paper

Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities

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

Allmerica Investment Management 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653

Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653

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

</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Allmerica Investments Insurance Agency of 14211 Commerce Way Insurance Agency
Florida, Inc. Miami Lakes, FL 33016

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

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

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

Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Plus Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653

Allmerica Property & Casualty 440 Lincoln Street Holding Company
Companies, Inc. Worcester MA 01653

Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Services Corporation 440 Lincoln Street Internal administrative services
Worcester MA 01653 provider to Allmerica Financial
Corporation entities

Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust
Worcester MA 01653 company

AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605

Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653

Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty
Howell MI 48843 insurance

333 Pierce Road Multi-line property and casualty
Citizens Insurance Company of Illinois Itasca IL 60143 insurance

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

Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty
P.O. Box 342250 insurance
Columbus OH 43234

</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843

Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008

First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident
Company (formerly State Mutual Life Worcester MA 01653 and health insurance company
Assurance Company of America)

First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653

First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653

Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

The Hanover American Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance

The Hanover Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance

Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Company, Inc. Richardson TX 75081 Insurance Company

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

Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises

Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance

Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653

</TABLE>

ITEM 27. NUMBER OF CONTRACT OWNERS

As of December 31, 2000, the Variable Account had 73 Contract Owners of
qualified Contracts and 263 Contract Owners of non-qualified Contracts.

ITEM 28. INDEMNIFICATION

<PAGE>

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

1. for and breach of the director's duty of loyalty to the Company or
its policyholders;

2. for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of law;

3. for liability, any, imposed on directors of mutual insurance
companies pursuant to M.G.L.A. c. 156B Section 61 or M.G.L.A. c.156B
Section 62;

4. for any transactions from which the director derived an improper
personal benefit.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Allmerica Investments, Inc. also acts as principal underwriter for
the following:

X VEL Account, VEL II Account, VEL Account III, Select Account
III, Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C,
VA-G, VA-H, VA-K, VA-P, Allmerica Select Separate Account II,
Group VEL Account, Separate Account KG, Separate Account KGC,
Fulcrum Separate Account, Fulcrum Variable Life Separate
Account, Separate Account FUVUL, Separate Account IMO and
Allmerica Select Separate Account of Allmerica Financial Life
Insurance and Annuity Company

- Inheiritage Account, VEL II Account, Separate Account I,
Separate Account VA-K, Separate Account VA-P, Allmerica Select
Separate Account II, Separate Account SPVL, Group VEL Account,
Separate Account KG, Separate Account KGC, Fulcrum Separate
Account, and Allmerica Select Separate Account of First
Allmerica Financial Life Insurance Company

Allmerica Investment Trust

(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:

440 Lincoln Street
Worcester, Massachusetts 01653

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

Emil J. Aberizk, Jr Vice President

Edward T. Berger Vice President and Chief Compliance Officer

Michael J. Brodeur Vice President Operations

Mark R. Colborn Vice President

</TABLE>

<PAGE>

<TABLE>
<S> <C>
Charles F. Cronin Secretary/Clerk

Claudia J. Eckels Vice President

Philip L. Heffernan Vice President

J. Kendall Huber Director

Mark C. McGivney Treasurer

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

Stephen Parker Vice President and Director

Richard M. Reilly Director and Chairman of the Board

Eric A. Simonsen Director

</TABLE>

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

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Each account, book or other document required to be maintained by Section
31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained by
the Company at 440 Lincoln Street, Worcester, Massachusetts.

ITEM 31. MANAGEMENT SERVICES

The Company provides daily unit value calculations and related services for
the Company's variable accounts.

ITEM 32. UNDERTAKINGS

(a) The Registrant hereby undertakes to file a post-effective amendment
to this registration statement as frequently as is necessary to
ensure that the audited financial statements in the registration
statement are never more than 16 months old for so long as payments
under the variable annuity contracts may be accepted.

(b) The Registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.

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

(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement
or otherwise, Registrant has been advised that, in the opinion of the
SEC, such

<PAGE>

indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a Director, Officer
or Controlling Person of Registrant in the successful defense of
any action, suit or proceeding) is asserted by such Director,
Officer or Controlling Person in connection with the securities
being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
1933 Act and will be governed by the final adjudication of such
issue.

(e) The Company hereby represents that the aggregate fees and charges
under the Policies are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by
the Company.

ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(B)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Registrant, a separate account of First Allmerica Financial Life Insurance
Company ("Company"), states that it is (a) relying on Rule 6c-7 under the
1940 Act with respect to withdrawal restrictions under the Texas Optional
Retirement Program ("Program") and (b) relying on the "no-action" letter
(Ref. No. IP-6-88) issued on November 28, 1988 to the American Council of
Life Insurance, in applying the withdrawal restrictions of Internal Revenue
Code Section 403(b)(11). Registrant has taken the following steps in
reliance on the letter:

1. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in the
prospectus of each registration statement used in connection with
the offer of the Company's variable contracts.

2. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's
variable contracts.

3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption/withdrawal restrictions imposed by the Program and by
Section 403(b)(11) to the attention of potential participants.

4. A signed statement acknowledging the participant's understanding of
(I) the restrictions on redemption imposed by the Program and by
Section 403(b)(11) and (ii) the investment alternatives available
under the employer's arrangement will be obtained from each
participant who purchases a variable annuity contract prior to or
at the time of purchase.

Registrant hereby represents that it will not act to deny or limit a
transfer request except to the extent that a Service-Ruling or written
opinion of counsel, specifically addressing the fact pattern involved and
taking into account the terms of the applicable employer plan, determines
that denial or limitation is necessary for the variable annuity contracts
to meet the requirements of the Program or of Section 403(b). Any transfer
request not so denied or limited will be effected as expeditiously as
possible.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this initial Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Worcester, and Commonwealth of Massachusetts, on
the 15th day of January, 2001.

SEPARATE ACCOUNT VA-P OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

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

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

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

Edward J. Parry* Director, Vice President and Chief Financial Officer
------------------------------------

Richard M. Reilly* Director and Vice President
------------------------------------

John F. O'Brien* Director, President and Chief Executive Officer
------------------------------------

Bruce C. Anderson* Director and Vice President
------------------------------------

Mark R. Colborn* Director and Vice President
---------------------------

John P. Kavanaugh* Director, Vice President and Chief Investment Officer
------------------------------------

J. Kendall Huber* Director, Vice President and General Counsel
------------------------------------

J. Barry May* Director
------------------------------------

James R. McAuliffe* Director
------------------------------------

Robert P. Restrepo, Jr.* Director and Vice President
------------------------

Eric A. Simonsen* Director and Vice President
------------------------------------

Gregory D. Tranter* Director and Vice President
------------------------------------

</TABLE>

Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated September 18, 2000 duly
executed by such persons.

/s/ Sheila B. St. Hilaire
--------------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact

<PAGE>

EXHIBIT TABLE

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

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

Exhibit 4(b) Specification Pages Form A8028-99

Exhibit 4(c) Enhanced Death Benefit "EDB" Rider (Form 3263-.NY-00GRC)

Exhibit 5 Application Form SML-1468pny

Exhibit 8(b) Director's Power of Attorney

Exhibit 9 Opinion of Counsel

Exhibit 15(a) Form of Amendment to the Participation Agreement with Pioneer dated October 24, 2000

Exhibit 15(b) Form of Amendment #5 to the AIM Participation Agreement dated December 2000

Exhibit 15(c) Form of Amended and Restated Participation Agreement with Alliance dated August 1, 2000

Exhibit 15(d) Form of Amendment to the Delaware Participation Agreement dated October 30, 2000

Exhibit 15(e) Form of Participation Agreement with Franklin Templeton dated December 1, 2000

Exhibit 15(f) Amendment to the Participation Agreement with Van Kampen dated October 19, 2000

</TABLE>