<Page>

Registration No. 333-84310
811-10133

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

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

PRE-EFFECTIVE AMENDMENT NO. 1

SEPARATE ACCOUNT SPVL
OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Exact Name of Registrant)

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

Charles F. Cronin, Secretary
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 May 1, 2001 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.

SINGLE PREMIUM VARIABLE LIFE

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
Registrant hereby declares that an indefinite amount of its securities is being
registered under the Securities Act of 1933 ("1933 Act"). The Rule 24f-2 Notice
for the issuer's fiscal year ended December 31, 2001 was filed on or before
February 15, 2002.

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.

Registrant is making this filing in order to register a new flexible premium
variable life policy, under the Securities Act of 1933.

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RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
<Table>
<Caption>
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
- ----------- ---------------------

1 Cover Page
2 Cover Page
3 Not Applicable
4 Distribution
5 The Company--The Variable Account
6 The Variable Account
7 Not Applicable
8 Not Applicable
9 Legal Proceedings
10 Summary; Description of the Company, The Variable Account and
The Underlying Funds; The Contract; Contract Termination and
Reinstatement; Other Contract Provisions
11 Summary; The Underlying Funds; Investment Objectives and
Policies
12 Summary; The Underlying Funds
13 Summary; The Underlying Funds; Charges and Deductions
14 Summary; Applying for a Contract
15 Summary; Applying for a Contract; Premium Payments;
Allocation of Payments
16 The Variable Account; The Underlying Funds; Allocation of
Payments
17 Summary; Surrender; Partial Withdrawal; Charges and
Deductions; Contract Termination and Reinstatement
18 The Variable Account; The Underlying Funds; Premium Payments
19 Reports; Voting Rights
20 Not Applicable
21 Summary; Contract Loans; Other Contract Provisions
22 Other Contract Provisions
23 Not Required
24 Other Contract Provisions
25 Allmerica Financial
26 Not Applicable
27 The Company
28 Directors and Principal Officers
29 The Company
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Distribution
36 Not Applicable
37 Not Applicable
38 Summary; Distribution
39 Summary; Distribution
40 Not Applicable
41 The Company, Distribution
42 Not Applicable
43 Not Applicable
44 Premium Payments; Contract Value and Cash Surrender Value
45 Not Applicable
46 Contract Value and Cash Surrender Value; Federal Tax
Considerations
47 The Company
48 Not Applicable
49 Not Applicable
50 The Variable Account
51 Cover Page; Summary; Charges and Deductions; The Contract;
Contract Termination and Reinstatement; Other Contract
Provisions
52 Addition, Deletion or Substitution of Investments
53 Federal Tax Considerations
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Not Applicable
</Table>
<Page>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
WORCESTER, MASSACHUSETTS

This Prospectus provides important information about Allmerica SPL II, a
modified single payment variable life insurance contract issued by First
Allmerica Financial Life Insurance Company. The Contracts are funded through the
Separate Account SPVL, a separate investment account of the Company that is
referred to as the Variable Account. The Contracts are designed for a large
single payment and limit the ability to make additional payments. PLEASE READ
THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND KEEP IT FOR FUTURE REFERENCE.

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

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

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

The Variable Account is subdivided into Sub-Accounts. Each Sub-Account invests
exclusively in shares of one of the following Underlying Funds:

<Table>

ALLMERICA INVESTMENT TRUST FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
(SERVICE SHARES) (SERVICE CLASS 2)
AIT Core Equity Fund Fidelity VIP II Contrafund-Registered Trademark-
AIT Equity Index Fund Portfolio
AIT Government Bond Fund FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
AIT Money Market Fund (SERVICE CLASS 2)
AIT Select Aggressive Growth Fund Fidelity VIP III Mid Cap Portfolio
AIT Select Capital Appreciation Fund Fidelity VIP III Value Strategies Portfolio
AIT Select Emerging Markets Fund FRANKLIN TEMPLETON VARIABLE INSURANCE
AIT Select Growth and Income Fund PRODUCTS TRUST (CLASS 2)
AIT Select Growth Fund FT VIP Franklin Large Cap Growth
AIT Select International Equity Fund Securities Fund
AIT Select Investment Grade Income Fund FT VIP Franklin Small Cap Fund
AIT Select Strategic Growth Fund FT VIP Franklin Small Cap Value Securities Fund
AIT Select Strategic Income Fund FT VIP Mutual Shares Securities Fund
AIT Select Value Opportunity Fund FT VIP Templeton Foreign Securities Fund
AIM VARIABLE INSURANCE FUNDS MFS VARIABLE INSURANCE TRUST-SM-
(SERIES II SHARES) (SERVICE CLASS)
AIM V.I. Aggressive Growth Fund MFS-Registered Trademark- Mid Cap Growth Series
AIM V.I. Basic Value Fund MFS-Registered Trademark- New Discovery Series
AIM V.I. Blue Chip Fund MFS-Registered Trademark- Total Return Series
AIM V.I. Capital Development Fund MFS-Registered Trademark- Utilities Series
AIM V.I. Premier Equity Fund OPPENHEIMER VARIABLE ACCOUNT FUNDS
ALLIANCE VARIABLE PRODUCTS (SERVICE SHARES)
SERIES FUND, INC. Oppenheimer Capital Appreciation Fund/VA
(CLASS B) Oppenheimer Global Securities Fund/VA
AllianceBernstein Small Cap Value Oppenheimer High Income Fund/VA
Portfolio Oppenheimer Main Street Growth & Income
AllianceBernstein Value Portfolio Fund/VA
Alliance Growth and Income Portfolio Oppenheimer Multiple Strategies Fund/VA
Alliance Premier Growth Portfolio
Alliance Technology Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
(SERVICE CLASS 2)
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
</Table>

(CONTINUING TO THE NEXT PAGE)

DATED JUNE 26, 2002
<Page>
Contract values may also be allocated to the Fixed Account, which is part of the
Company's General Account.

The Contract provides for life insurance coverage and for the accumulation of a
Contract Value, which will accumulate on a variable basis. The Contract requires
the Contract Owner to make an initial payment of at least $10,000. Each Contract
is a "modified endowment contract" for federal income tax purposes, except in
certain circumstances described in FEDERAL TAX CONSIDERATIONS. A loan,
distribution or other amounts received from a modified endowment contract during
the life of the Insured will be taxed to the extent of accumulated income in the
Contract. Death Benefits under a modified endowment contract, however, are
generally not subject to federal income tax. See FEDERAL TAX CONSIDERATIONS.

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

Correspondence may be mailed to: Allmerica Variable Life Service Center, 440
Lincoln Street, P.O. Box 8179, Worcester, MA 01653-8179.
<Page>
TABLE OF CONTENTS

<Table>

SPECIAL TERMS............................................... 4
SUMMARY OF FEES AND CHARGES................................. 7
SUMMARY OF CONTRACT FEATURES................................ 11
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE
UNDERLYING FUNDS.......................................... 16
INVESTMENT OBJECTIVES AND POLICIES.......................... 18
THE CONTRACT................................................ 22
Market Timers............................................. 22
Applying for a Contract................................... 22
Free Look Period.......................................... 23
Conversion Privilege...................................... 23
Payments.................................................. 23
Allocation of Payments.................................... 24
Transfer Privilege........................................ 24
Death Benefit (Without Guaranteed Death Benefit).......... 26
Guaranteed Death Benefit.................................. 26
Contract Value............................................ 28
Payment Options........................................... 29
Optional Insurance Benefits............................... 30
Surrender................................................. 30
Partial Withdrawal........................................ 30
CHARGES AND DEDUCTIONS...................................... 31
Monthly Deductions........................................ 31
Daily Deductions.......................................... 32
Surrender Charge.......................................... 32
Transfer Charges.......................................... 34
CONTRACT LOANS.............................................. 34
CONTRACT TERMINATION AND REINSTATEMENT...................... 35
OTHER CONTRACT PROVISIONS................................... 36
FEDERAL TAX CONSIDERATIONS.................................. 38
The Company and The Variable Account...................... 38
Taxation of the Contracts................................. 38
Modified Endowment Contracts.............................. 38
Contract Loans............................................ 39
Diversification........................................... 39
VOTING RIGHTS............................................... 39
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY............. 40
DISTRIBUTION................................................ 41
REPORTS..................................................... 41
LEGAL PROCEEDINGS........................................... 42
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........... 42
FURTHER INFORMATION......................................... 43
MORE INFORMATION ABOUT THE FIXED ACCOUNT.................... 43
INDEPENDENT ACCOUNTANTS..................................... 44
FINANCIAL STATEMENTS........................................ 44
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE........... A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS................... B-1
APPENDIX C -- PAYMENT OPTIONS............................... C-1
APPENDIX D -- ILLUSTRATIONS................................. D-1
APPENDIX E -- PERFORMANCE INFORMATION....................... E-1
FINANCIAL STATEMENTS........................................ FIN-1
</Table>

3
<Page>
SPECIAL TERMS

AGE: how old the Insured is on his/her last birthday measured on the Date of
Issue and each Contract anniversary.

ALLMERICA FINANCIAL: Allmerica Financial Life Insurance and Annuity Company.

BENEFICIARY: the person or persons you name to receive the Net Death Benefit
when the Insured dies.

CONTRACT OWNER: the person who may exercise all rights under the Contract, with
the consent of any irrevocable Beneficiary. "You" and "your" refer to the
Contract Owner in this Prospectus.

CONTRACT VALUE: the total value of your Contract. It is the SUM of the:

- Value of the units of the Sub-Accounts credited to your Contract, PLUS

- Accumulation in the Fixed Account credited to the Contract.

DATE OF ISSUE: the date the Contract was issued, used to measure the Monthly
Processing Date, Contract months, Contract years and Contract anniversaries.

DEATH BENEFIT: the Face Amount (the amount of insurance determined by your
payment) or the Guideline Minimum Sum Insured, whichever is greater. After the
Final Payment Date, if the Guaranteed Death Benefit is in effect, the Death
Benefit will be the greater of (a) the Face Amount as of the Final Payment Date
or (b) the Contract Value as of the date due proof of death is received by the
Company.

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

FACE AMOUNT: the amount of insurance coverage. The Face Amount is shown in your
Contract.

FINAL PAYMENT DATE: the Contract anniversary before the Insured's 100th
birthday. After this date, no payments may be made and the Net Death Benefit is
the Contract Value less any Outstanding Loan. The Net Death Benefit may be
different before and after the Final Payment Date. See NET DEATH BENEFIT.

FIRST ALLMERICA: First Allmerica Financial Life Insurance Company. "We," "our,"
"us," and "the Company" refer to First Allmerica Financial Life Insurance
Company in this Prospectus.

FIXED ACCOUNT: the part of the Company's General Account that guarantees
principal and a fixed interest rate.

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

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

- The Contract Value TIMES

- A percentage based on the Insured's age

4
<Page>
The percentage factor is a percentage that, when multiplied by the Contract
Value, determines the minimum death benefit required under federal tax laws. The
percentage factor is based on the Insured's attained age, as set forth in
APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE.

GUIDELINE SINGLE PREMIUM: used to determine the Face Amount under the Contract.

INSURED: the person or persons covered under the Contract. If more than one
person is named, all provisions of the Contract that are based on the death of
the Insured will be based on the date of death of the last surviving Insured.

LOAN VALUE: the maximum amount you may borrow under the Contract.

MONTHLY DEDUCTIONS: the amount of money that we deduct from the Contract Value
each month to pay for the Monthly Maintenance Fee, Administration Charge,
Monthly Insurance Protection Charge, Distribution Charge and the Federal and
State Payment Tax Charge.

MONTHLY INSURANCE PROTECTION CHARGE: the amount of money that we deduct from the
Contract Value each month to pay for the insurance.

MONTHLY PROCESSING DATE: the date, shown in your Contract, when Monthly
Deductions are deducted.

NET DEATH BENEFIT: Before the Final Payment Date , the Net Death Benefit is:

- The Death Benefit, MINUS

- Any Outstanding Loan on the Insured's death, optional benefit charges and
Monthly Deductions due and unpaid through the Contract month in which the
Insured dies, as well as any partial withdrawal costs and surrender
charges.

After the Final Payment Date, if the Guaranteed Death Benefit is NOT in effect,
the Net Death Benefit is:

- The Contract Value, MINUS

- Any Outstanding Loan on the Insured's death.

If the Guaranteed Death Benefit is in effect on the Final Payment Date, a
guaranteed Net Death Benefit will be provided thereafter unless the Guaranteed
Death Benefit is terminated. The guaranteed Net Death Benefit will be:

- The greater of (a) the Face Amount as of the Final Payment Date or
(b) the Contract Value as of the date due proof of death is received by
the Company, MINUS

- Any Outstanding Loan, through the Contract month in which the Insured
dies.

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

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

PRO-RATA ALLOCATION: an allocation among the Fixed Account and the Sub-Accounts
of the Variable Account in the same proportion that, on the date of allocation,
the Contract Value in the Fixed Account (other than value subject to Outstanding
Loan) and the Contract Value in each Sub-Account bear to the total Contract
Value.

5
<Page>
SECOND-TO-DIE: the Contract may be issued as a joint survivorship
("Second-to-Die") Contract. Life insurance coverage is provided for two
Insureds, with death benefits payable at the death of the last surviving
Insured.

SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a Fund.

SURRENDER VALUE: the amount payable on a full surrender. It is the Contract
Value less any Outstanding Loan and surrender charges.

UNDERLYING FUNDS (FUNDS): the investment portfolios of Allmerica Investment
Trust ("AIT"), AIM Variable Insurance Funds ("AIM"), Alliance Variable Products
Series Fund, Inc. ("Alliance"), Fidelity Variable Insurance Products Fund,
Fidelity Variable Insurance Products Fund II, and Fidelity Variable Insurance
Products Fund III (collectively, "Fidelity VIP"), Franklin Templeton Variable
Insurance Products Trust ("FT VIP"), MFS Variable Insurance Trust-SM- ("MFS
VIT"), and Oppenheimer Variable Account Funds ("Oppenheimer"), which are
available under the Contract.

UNDERWRITING CLASS: the insurance risk classification that we assign the Insured
based on the information in the application and other Evidence of Insurability
we consider. The Insured's underwriting class will affect the Monthly Insurance
Protection Charge.

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

VALUATION DATE: any day on which the net asset value of the shares of any Funds
and Unit values of any Sub-Accounts are computed. Valuation dates currently
occur on:

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

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

VALUATION PERIOD: the interval between two consecutive Valuation Dates.

VARIABLE ACCOUNT: Separate Account SPVL, one of the Company's separate
investment accounts.

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

6
<Page>
SUMMARY OF FEES AND CHARGES

WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?

The following charges will apply to your Contract under the circumstances
described. Some of these charges apply throughout the Contract's duration.

We deduct the following monthly charges from the Contract Value:

- A $5.00 Maintenance Fee from Contracts with a Contract Value of $25,000 or
less (See "Maintenance Fee");

- 0.25% on an annual basis for the administrative expenses (See
"Administration Charge");

- A deduction for the cost of insurance, which varies depending on the type
of Contract and Underwriting Class (See "Monthly Insurance Protection
Charge");

- For the first ten Contract years only, 1.15% on an annual basis for
distribution expenses (See "Distribution Fee"); and

- For the first Contract year only, 1.75% on an annual basis for federal,
state and local taxes (See "Federal and State Payment Tax Charge").

The following daily charge is deducted from the Variable Account:

- 0.90% on an annual basis for the mortality and expense risks (See
"Mortality and Expense Risk Charge.").

Currently, the first 12 transfers in a Contract year are free. After that, we
may deduct a transfer charge not to exceed $25 from amounts transferred in that
Contract year.

If the Contract Owner pays an initial payment equal to the Guideline Single
Premium, the Contract will be issued with a Guaranteed Death Benefit at no
additional charge. See APPENDIX B -- OPTIONAL INSURANCE BENEFITS for more
information.

There are deductions from and expenses paid out of the assets of the Funds that
are described in their prospectuses.

WHAT CHARGES DO I INCUR IF I SURRENDER MY CONTRACT OR MAKE A PARTIAL WITHDRAWAL?

The charges below apply only if you surrender your Contract or make partial
withdrawals:

- SURRENDER CHARGE -- A surrender charge on a withdrawal exceeding the "Free
10% Withdrawal," described below. This Charge applies on surrenders or
partial withdrawals within ten Contract years from Date of Issue. The
surrender charge begins at 10.00% of the amount that exceeds the Free 10%
Withdrawal amount and decreases to 0% by the tenth Contract year.

- PARTIAL WITHDRAWAL TRANSACTION FEE -- A transaction fee of 2.0% of the
amount withdrawn, not to exceed $25, for each partial withdrawal for
processing costs. The transaction fee applies to all partial withdrawals,
including a Withdrawal without a surrender charge.

7
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WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?

In addition to the charges described above, certain fees and expenses are
deducted from the assets of the Underlying Funds. The levels of fees and
expenses vary among the Underlying Funds. The following table shows the expenses
of the Underlying Funds for 2001. THE UNDERLYING FUND INFORMATION BELOW WAS
PROVIDED BY THE UNDERLYING FUNDS AND WAS NOT INDEPENDENTLY VERIFIED BY THE
COMPANY.

<Table>
<Caption>
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND EXPENSES
(AFTER ANY FEES UNDER (AFTER ANY APPLICABLE (AFTER ANY WAIVERS/
UNDERLYING FUND VOLUNTARY WAIVERS) 12B-1 PLAN* WAIVERS/REIMBURSEMENTS) REIMBURSEMENTS)
- --------------- ------------------ ----------- ----------------------- -------------------

AIT Core Equity Fund (Service
Shares).............................. 0.55% 0.15% 0.06% 0.76%(1)(2)
AIT Equity Index Fund (Service
Shares).............................. 0.28% 0.15% 0.06% 0.49%(1)(2)
AIT Government Bond Fund (Service
Shares).............................. 0.50% 0.15% 0.08% 0.73%(1)
AIT Money Market Fund (Service
Shares).............................. 0.31% 0.15% 0.05% 0.51%(1)
AIT Select Aggressive Growth Fund
(Service Shares)..................... 0.83% 0.15% 0.07% 1.05%(1)(2)
AIT Select Capital Appreciation Fund
(Service Shares)..................... 0.88% 0.15% 0.06% 1.09%(1)(2)
AIT Select Emerging Markets Fund
(Service Shares)..................... 1.35% 0.15% 0.34% 1.84%(1)(2)
AIT Select Growth and Income Fund
(Service Shares)..................... 0.68% 0.15% 0.05% 0.88%(1)(2)
AIT Select Growth Fund (Service
Shares).............................. 0.79% 0.15% 0.06% 1.00%(1)(2)
AIT Select International Equity Fund
(Service Shares)..................... 0.89% 0.15% 0.12% 1.16%(1)(2)
AIT Select Investment Grade Income
Fund (Service Shares)................ 0.41% 0.15% 0.06% 0.62%(1)
AIT Select Strategic Growth Fund
(Service Shares)..................... 0.76% 0.15% 0.29% 1.20%(1)
AIT Select Strategic Income Fund
(Service Shares)..................... 0.46% 0.15% 0.39% 1.00%(1)
AIT Select Value Opportunity Fund
(Service Shares)..................... 0.87% 0.15% 0.05% 1.07%(1)(2)
AIM V.I. Aggressive Growth Fund
(Series II Shares)................... 0.80% 0.24% 0.41% 1.45%(3)(4)
AIM V.I. Basic Value Funds (Series II
Shares).............................. 0.73% 0.15% 0.57% 1.45%(3)(4)
AIM V.I. Blue Chip Fund (Series II
Shares).............................. 0.75% 0.19% 0.51% 1.45%(3)(4)
AIM V.I. Capital Development Fund
(Series II Shares)................... 0.75% 0.25% 0.41% 1.41%(3)
AIM V.I. Premier Equity Fund
(Series II Shares)................... 0.60% 0.25% 0.25% 1.10%(3)
AllianceBernstein Small Cap Value
Portfolio (Class B).................. 0.25% 0.25% 0.95% 1.45%(5)
AllianceBernstein Value Portfolio
(Class B)............................ 0.25% 0.25% 0.95% 1.45%(5)
Alliance Growth and Income Portfolio
(Class B)............................ 0.63% 0.25% 0.04% 0.92%
Alliance Premier Growth Portfolio
(Class B)............................ 1.00% 0.25% 0.04% 1.29%
Alliance Technology Portfolio
(Class B)............................ 1.00% 0.25% 0.08% 1.33%
Fidelity VIP Equity-Income Portfolio
(Service Class 2).................... 0.48% 0.25% 0.11% 0.84%(6)
Fidelity VIP Growth Portfolio (Service
Class 2)............................. 0.58% 0.25% 0.10% 0.93%(6)
Fidelity VIP II Contrafund-Registered
Trademark- Portfolio (Service
Class 2)............................. 0.53% 0.25% 0.12% 0.90%(6)
Fidelity VIP III Mid Cap Portfolio
(Service Class 2).................... 0.58% 0.25% 0.12% 0.95%(6)
Fidelity VIP III Value Strategies
Portfolio (Service Class 2).......... 0.58% 0.25% 0.11% 0.94%(7)
FT VIP Franklin Large Cap Growth
Securities Fund (Class 2)............ 0.75% 0.25% 0.03% 1.03%(8)(9)
</Table>

8
<Page>

FT VIP Franklin Small Cap Fund
(Class 2)............................ 0.53% 0.25% 0.31% 1.09%(8)(10)
FT VIP Franklin Small Cap Value
Securities Fund (Class 2)............ 0.60% 0.25% 0.20% 1.05%(8)(10)
FT VIP Mutual Shares Securities Fund
(Class 2)............................ 0.60% 0.25% 0.19% 1.04%(8)
FT VIP Templeton Foreign Securities
Fund (Class 2)....................... 0.69% 0.25% 0.22% 1.16%(8)(10)
MFS-Registered Trademark- Mid Cap
Growth Series (Service Class)........ 0.75% 0.25% 0.15% 1.15%(11)(12)
MFS-Registered Trademark- New
Discovery Series (Service Class)..... 0.90% 0.25% 0.16% 1.31%(11)(12)
MFS-Registered Trademark- Total Return
Series (Service Class)............... 0.75% 0.25% 0.14% 1.14%(11)
MFS-Registered Trademark- Utilities
Series (Service Class)............... 0.75% 0.25% 0.18% 1.18%(11)
Oppenheimer Capital Appreciation
Fund/VA (Service Shares)............. 0.64% 0.25% 0.02% 0.91%(13)
Oppenheimer Global Securities Fund/VA
(Service Shares)..................... 0.64% 0.25% 0.06% 0.95%(13)
Oppenheimer High Income Fund/VA
(Service Shares)..................... 0.74% 0.25% 0.07% 1.06%(13)
Oppenheimer Main Street Growth &
Income Fund/VA (Service Shares)...... 0.68% 0.25% 0.05% 0.98%(13)
Oppenheimer Multiple Strategies
Fund/VA (Service Shares)............. 0.72% 0.25% 0.04% 1.01%(13)(14)
</Table>

* These expenses are fees paid by the Underlying Funds under 12b-1 plans. In
addition to receiving all or part of the fees listed in the table, the
Company may also receive Service Fees from the investment advisers or other
service providers of certain Underlying Funds for providing various services
to Contract Owners. Currently the Company receives Services Fees ranging
from 0.10% to 0.25% of the aggregate net asset value of assets held in the
Separate Account with respect to such Underlying Funds.

(1) Each Fund has adopted a Plan of Distribution and Service under Rule 12b-1 of
the 1940 Act ("12b-1 Plan") that permits the Funds to pay marketing and
other fees to support the sale and distribution of the Fund's shares and
certain services to investment accounts. The 12b-1 Plan authorizes payment
of a distribution and service fee at an annual rate of up to 0.25% of a
Fund's average daily net assets. The 12b-1 Plan has been implemented at an
initial rate of 0.15 percent of average daily net assets.

In addition, through December 31, 2002, AFIMS has agreed to voluntarily waive
its management fee to the extent that expenses of the AIT Select Emerging
Markets Fund exceed 2.00% of the Fund's average daily net assets, except
that such waiver shall not exceed the net amount of management fees earned
by AFIMS from the Fund after subtracting fees paid by AFIMS to a
sub-advisor.

Through December 31, 2002, the AIT Select Value Opportunity Fund's management
fee rate has been voluntarily limited to an annual rate of 0.90% of average
daily net assets, and total expenses are limited to 1.25% of average daily
net assets.

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

(2) These Funds have entered into agreements with brokers whereby brokers rebate
a portion of commissions. These amounts have not been treated as reductions
of expenses. Including these reductions, total annual fund operating
expenses were 0.73% for AIT Core Equity Fund, 0.47% for AIT Equity Index
Fund, 1.02% for AIT Select Aggressive Growth Fund, 1.08% for AIT Select
Capital Appreciation Fund, 1.74% for AIT Select Emerging Markets Fund, 0.93%
for AIT Select Growth Fund, 0.87% for AIT Select Growth and Income Fund,
1.14% for AIT Select International Equity Fund, and 1.02% for AIT Select
Value Opportunity Fund.

(3) Except as otherwise noted, figures shown in the table are for the year ended
December 31, 2001 and are expressed as a percentage of Fund average daily
net assets. There is no guarantee that actual expenses will be the same as
those shown in the table.

9
<Page>
(4) The Fund's advisor has contractually agreed to waive advisory fees or
reimburse expenses of Series I and Series II shares to the extent necessary
to limit Total Annual Fund Operating Expenses (excluding Rule 12b-1 Plan
fees, if any, interest, taxes, dividend expense on short sales,
extraordinary items and increases in expenses due to expense offset
arrangements, if any) to 1.30%. Further, the Fund's distributor has agreed
to reimburse Rule 12b-1 Distribution Plan fees to the extent necessary to
limit Series II Total Annual Fund Operating Expenses to 1.45%.

(5) As of May 1, 2002, the investment Advisor of AllianceBernstein Small Cap
Value Portfolio and AllianceBernstein Value Portfolio agreed to waive its
fee and to reimburse the additional operating expenses to the extent
necessary to limit Total Operating Expenses on an annual basis to 1.45% of
the average daily net assets. Absent any waiver or reimbursement, the Total
Operating Expenses would have been 3.17% for AllianceBernstein Small Cap
Value Portfolio and 2.47% for AllianceBernstein Value Portfolio.

(6) Actual annual Service Class 2 operating expenses were lower because a
portion of the brokerage commissions that the fund paid was used to reduce
the fund's expenses. In addition, through arrangements with the fund's
custodian, credits realized as a result of uninvested cash balances are used
to reduce a portion of the fund's custodian expenses. These offsets may be
discontinued at any time. As a result of these expense reductions Total
Operating Expenses were: 0.83% for Fidelity VIP Equity-Income Portfolio,
0.90% for Fidelity VIP Growth Portfolio, 0.90% for Fidelity VIP II
Contrafund-Registered Trademark- Portfolio and 0.88% for Fidelity VIP III
Mid Cap Portfolio.

(7) The portfolio commenced operations on February 20, 2002. Management Fee and
Other Expenses are estimated.

Effective February 20, 2002, Fidelity Management & Research Company ("FMR")
has voluntarily agreed to reimburse the Service Class 2 to the extent that
Total Operating Expenses (excluding interest, taxes, certain securities
lending costs, brokerage commissions, and extraordinary expenses), as a
percentage of its average net assets, exceed 1.25%. This arrangement may be
discontinued by FMR at any time.

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

(9) The Fund administration fee is paid indirectly through the management fee.

(10) For the FT VIP Franklin Small Cap Fund, FT VIP Franklin Small Cap Value
Securities Fund and FT VIP Templeton Foreign Securities Fund, the managers
have agreed in advance to make estimated reductions of 0.08%, 0.03% and
0.01%, respectively, of their fees to reflect reduced services resulting
from the Funds' investments in a Franklin Templeton money fund. These
reductions are required by the Funds' Board of Trustees and an order by the
Securities and Exchange Commission. Including these reductions, the total
annual fund operating expenses are estimated to be 1.01%, 1.02% and 1.15%,
respectively.

(11) Each series has adopted a distribution plan under Rule 12b-1 that permits
it to pay marketing and other fees to support the sale and distribution of
service class shares. (These fees are referred to as distribution fees.)

MFS-Registered Trademark- Mid Cap Growth Series, MFS-Registered Trademark-
New Discovery Series, MFS-Registered Trademark- Total Return Series and
MFS-Registered Trademark- Utilities Series have an expense offset
arrangement which reduces the series' custodian fee based upon the amount of
cash maintained by the series with its custodian and dividend disbursing
agent. Each series may enter into other such arrangements and directed
brokerage arrangements, which would also have the effect of reducing the
series' expenses. "Other Expenses" do not take into account these expense
reductions, and are therefore higher than the actual expense of the series.
Had these fee reductions been taken into account, "Total Expenses" would be
lower for these series and would equal: 1.15% for MFS-Registered Trademark-
Mid Cap Growth Series, 1.30% for MFS-Registered Trademark- New Discovery
Series, 1.13% for MFS-Registered Trademark- Total Return Series and 1.17%
for MFS-Registered Trademark-Utilities Series.

(12) MFS has contractually agreed, subject to reimbursement, to bear the
MFS-Registered Trademark- Mid Cap Growth Series and MFS-Registered
Trademark- New Discovery Series expenses such that "Other Expenses" (after
taking into account the expense offset arrangement described above) do not
exceed 0.15% annually. These contractual fee arrangements will continue
until at least May 1, 2003, unless changed with the consent of the board of
trustees which oversees the series. Absent this reimbursement Total Expenses
would have been higher and would equal: 1.34% for MFS-Registered Trademark-
New Discovery Series and 1.20% for MFS-Registered Trademark- Mid Cap Growth
Series.

(13) Effective May 1, 2002, 12b-1 fees are 0.25%.

(14) The Fund is expected to launch on or about May 1, 2002. Expenses are
estimated.

10
<Page>
SUMMARY OF CONTRACT FEATURES

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

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

WHAT IS THE CONTRACT'S OBJECTIVE?

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

- A life insurance benefit that can protect your family;

- Payment options that can guarantee an income for life, if you want to use
your Contract for retirement income;

- A personalized investment portfolio you may tailor to meet your needs,
time frame and risk tolerance level;

- Experienced professional investment advisers; and

- Tax deferral on earnings while your money is accumulating.

The Contract combines features and benefits of traditional life insurance with
the advantages of professional money management. However, unlike the fixed
benefits of ordinary life insurance, the Contract Value will increase or
decrease depending on investment results. Unlike traditional insurance policies,
the Contract has no fixed schedule for payments.

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

The Contract is a contract between you and us. Each Contract has a Contract
Owner ("you"), the Insured and a Beneficiary. As Contract Owner, you make the
payment, choose investment allocations and select the Insured and Beneficiary.
The Insured is the person covered under the Contract. The Beneficiary is the
person who receives the Net Death Benefit when the Insured dies.

WHAT HAPPENS WHEN THE INSURED DIES?

We will pay the Net Death Benefit to the Beneficiary when the Insured dies while
the Contract is in effect. If the Contract was issued as a Second-to-Die
Contract, the Net Death Benefit will be paid on the death of the last surviving
Insured.

Before the Final Payment Date, the Death Benefit is either the Face Amount (the
amount of insurance determined by your payment) or the minimum death benefit
provided by the Guideline Minimum Sum

11
<Page>
Insured, whichever is greater. The Net Death Benefit is the Death Benefit less
any Outstanding Loan, optional benefit charges and Monthly Deductions due and
unpaid through the Contract month in which the Insured dies, as well as any
partial withdrawals and surrender charges.

After the Final Payment Date, if the Guaranteed Death Benefit is NOT in effect,
the Net Death Benefit is the Contract Value less any Outstanding Loan. If the
Guaranteed Death Benefit is in effect on the Final Payment date, a Guaranteed
Death Benefit will be provided unless the Guaranteed Death Benefit is
subsequently terminated. The Guaranteed Death Benefit will be either the Face
Amount as of the Final Payment Date or the Contract Value as of the date due
proof of death is received by the Company, whichever is greater, reduced by any
Outstanding Loan through the Contract month in which the insured dies. For more
information, see "Guaranteed Death Benefit."

The Beneficiary may receive the Net Death Benefit in a lump sum or under one of
the Company's payment options.

CAN I EXAMINE THE CONTRACT?

Yes. You have the right to examine and cancel your Contract by returning it to
us or to one of our representatives within 10 days (or such later date as
required in your state) after you receive the Contract. If your Contract was
purchased in New York as a replacement for an existing policy, you after the
right to cancel for up to 60 days after your receive the Contract.

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

Where required by state law, your refund will be your entire payment. In other
states or if the Contract was issued in New York as a replacement, the refund
will equal the SUM of:

- Amounts allocated to the Fixed Account, PLUS

- The value of the Units in the Variable Account, PLUS

- All fees, charges and taxes which have been imposed.

Your refund will be determined as of the Valuation Date that the Contract is
received at our Principal Office.

WHAT ARE MY INVESTMENT CHOICES?

The Contract allows you to allocate payments in up to 20 Sub-Accounts of the
Variable Account at a time. Each Sub-Account invests its assets in a
corresponding Underlying Fund. In some states, insurance regulations may
restrict the availability of particular Underlying Funds.

The Contract also offers a Fixed Account that is part of the General Account of
the Company. The Fixed Account is a guaranteed account offering a minimum
interest rate. This range of investment choices allows you to allocate your
money among the Sub-Accounts and the Fixed Account to meet your investment
needs.

If your Contract provides for a full refund under its "Right to Cancel"
provision as required in your state, we will allocate all sub-account
investments to the AIT Money Market Fund until the fourth day after the
expiration of the "Right to Cancel" provision of your Contract. After this, we
will allocate all amounts as you have chosen.

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<Page>
The Underlying Fund and their investment managers are as follows:

<Table>
<Caption>
FUND MANAGER
- ---- -------

AIT Core Equity Fund UBS Global Asset Management (Americas), Inc.
and
Goldman Sachs Asset Management, Inc.
AIT Equity Index Fund Allmerica Asset Management, Inc.
AIT Government Bond Fund Allmerica Asset Management, Inc.
AIT Money Market Fund Allmerica Asset Management, Inc.
AIT Select Aggressive Growth Fund Massachusetts Financial Services Company and
Jennison Associates LLC
AIT Select Capital Appreciation Fund T. Rowe Price Associates, Inc.
AIT Select Emerging Markets Fund Schroder Investment Management North America
Inc.
AIT Select Growth and Income Fund J. P. Morgan Investment Management Inc.
AIT Select Growth Fund Putnam Investment Management, LLC
AIT Select International Equity Fund Bank of Ireland Asset Management (U.S.)
Limited
AIT Select Investment Grade Income Fund Allmerica Asset Management, Inc.
AIT Select Strategic Growth Fund TCW Investment Management Company
AIT Select Strategic Income Fund Western Asset Management Company
AIT Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
AIM V.I. Aggressive Growth Fund A I M Advisors, Inc.
AIM V.I. Basic Value Fund A I M Advisors, Inc.
AIM V.I. Blue Chip Fund A I M Advisors, Inc.
AIM V.I. Capital Development Fund A I M Advisors, Inc.
AIM V.I. Premier Equity Fund A I M Advisors, Inc.
AllianceBernstein Small Cap Value Portfolio Alliance Capital Management, L.P
AllianceBernstein Value Portfolio Alliance Capital Management, L.P
Alliance Growth and Income Portfolio Alliance Capital Management, L.P
Alliance Premier Growth Portfolio Alliance Capital Management, L.P
Alliance Technology Portfolio Alliance Capital Management, L.P
Fidelity VIP Equity-Income Portfolio Fidelity Management & Research Company
Fidelity VIP Growth Portfolio Fidelity Management & Research Company
Fidelity VIP II Contrafund Portfolio Fidelity Management & Research Company
Fidelity VIP III Mid Cap Portfolio Fidelity Management & Research Company
Fidelity VIP III Value Strategies Portfolio Fidelity Management & Research Company
FT VIP Franklin Large Cap Growth Securities Franklin Advisers, Inc.
Fund
FT VIP Franklin Small Cap Fund Franklin Advisers, Inc.
FT VIP Franklin Small Cap Value Securities Franklin Advisory Services, LLC
Fund
FT VIP Mutual Shares Securities Fund Franklin Mutual Advisers, LLC
FT VIP Templeton Foreign Securities Fund Templeton Investment Counsel, LLR
MFS-Registered Trademark- Mid Cap Growth Massachusetts Financial Services Company
Series
MFS-Registered Trademark- New Discovery Massachusetts Financial Services Company
Series
MFS-Registered Trademark- Total Return Series Massachusetts Financial Services Company
MFS-Registered Trademark- Utilities Series Massachusetts Financial Services Company
Oppenheimer Capital Appreciation Fund/VA OppenheimerFunds, Inc.
Oppenheimer Global Securities Fund/VA OppenheimerFunds, Inc.
Oppenheimer High Income Fund/VA OppenheimerFunds, Inc.
Oppenheimer Main Street Growth & Income OppenheimerFunds, Inc.
Fund/VA
Oppenheimer Multiple Strategies Fund/VA OppenheimerFunds, Inc.
</Table>

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

Yes. The Contract permits you to transfer Contract Value among the available
Sub-Accounts and between the Sub-Accounts and the General Account of the
Company, subject to certain limitations described under THE CONTRACT --
"Transfer Privilege." You also may elect automatic account rebalancing so that
assets remain

13
<Page>
allocated according to a desired mix or choose automatic dollar cost averaging
to gradually move funds into one or more Sub-Accounts. See "Transfer Privilege."

The first 12 transfers of Contract Value in a Contract year are free. A transfer
charge not to exceed $25 may apply for each additional transfer in the same
Contract year. This charge is for the costs of processing the transfer.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The Contract requires a single payment on or before the Date of Issue.
Additional payment(s) of at least $1,000 may be made as long as the total
payments do not exceed the maximum payment amount specified in the contract.

WHAT IF I NEED MY MONEY?

You may borrow up to the Loan Value of your Contract. The Loan Value is 90% of
the Surrender Value. You may also make partial withdrawals and surrender the
Contract for its Surrender Value.

The guaranteed annual interest rate credited to the Contract Value securing a
loan will be at least 4.0% (5.5% for a preferred loan). The Company charges
interest on loans at an annual rate that is guaranteed not to exceed 6.0%.

We will allocate Contract loans among the Sub-Accounts and the Fixed Account
according to your instructions. If you do not make an allocation, we will make a
Pro-rata Allocation. We will transfer the Contract Value in each Sub-Account
equal to the Contract loan to the Fixed Account.

You may surrender your Contract and receive its Surrender Value. You may make
partial withdrawals of $1,000 or more from the Contract Value, subject to a
partial withdrawal transaction fee and any applicable surrender charges. The
Face Amount is proportionately reduced by each partial withdrawal. We will not
allow a partial withdrawal if it would reduce the Contract Value below $10,000.
There is some uncertainty as to the tax treatment of a preferred loan, which may
be treated as a taxable withdrawal from the Contract. See FEDERAL TAX
CONSIDERATIONS -- "Contract Loans." A surrender or partial withdrawal may have
tax consequences. See FEDERAL TAX CONSIDERATIONS -- "Taxation of the Contracts."

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

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

- Cancel your Contract under its "Right to Cancel" provision;

- Transfer your ownership to someone else;

- Change the Beneficiary;

- Change the allocation for any additional payment, with no tax consequences
under current law;

- Make transfers of the Contract Value among the Funds, with no taxes
incurred under current law; and

- Add or remove optional insurance benefits.

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<Page>
CAN I CONVERT MY CONTRACT INTO A FIXED CONTRACT?

Yes. You can convert your Contract without charge during the first 24 months
after the Date of Issue. On conversion, we will transfer the Contract Value in
the Variable Account to the Fixed Account. We will allocate any future
payment(s) to the Fixed Account, unless you instruct us otherwise.

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY CONTRACT?

The Contract will not lapse unless the Surrender Value on a Monthly Processing
Date is less than zero. There is a 62-day grace period in this situation. If the
Insured has not died, you may reinstate your Contract within three years after
the grace period, within limits. The Insured must provide evidence of
insurability subject to our then current underwriting standards. See CONTRACT
TERMINATION AND REINSTATEMENT. If the Guaranteed Death Benefit is in effect, the
Contract will not lapse regardless of the investment performance of the Variable
Account (excluding loan foreclosure). However, if the Guaranteed Death Benefit
terminates, the Contract may then lapse. See THE CONTRACT -- "Guaranteed Death
Benefit."

HOW IS MY CONTRACT TAXED?

The Contract has been designed to be a "modified endowment contract." However,
under Section 1035 of the Internal Revenue Code of 1986, as amended ("Code"), an
exchange of (1) a life insurance contract entered into before June 21, 1988 or
(2) a life insurance contract that is not itself a modified endowment contract,
will not cause the Contract to be treated as a modified endowment contract if no
additional payments are paid and there is no increase in the death benefit as a
result of the exchange.

If the Contract is considered a modified endowment contract, all distributions
(including Contract loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-first" basis. Also, a 10% additional penalty tax may be
imposed on that part of a distribution that is includible in income. However,
the Net Death Benefit under the Contract is excludable from the gross income of
the Beneficiary. In some circumstances, federal estate tax may apply to the Net
Death Benefit or the Contract Value. See FEDERAL TAX CONSIDERATIONS -- "Taxation
of the Contracts."

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

THIS SUMMARY IS INTENDED TO PROVIDE ONLY A VERY BRIEF OVERVIEW OF THE MORE
SIGNIFICANT ASPECTS OF THE CONTRACT. THE PROSPECTUS AND THE CONTRACT PROVIDE
FURTHER DETAIL. THE CONTRACT PROVIDES INSURANCE PROTECTION FOR THE NAMED
BENEFICIARY. THE CONTRACT AND ITS ATTACHED APPLICATION OR ENROLLMENT FORM ARE
THE ENTIRE AGREEMENT BETWEEN YOU AND THE COMPANY.

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

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

15
<Page>
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
AND THE UNDERLYING FUNDS

THE COMPANY

The Company, organized under the laws of Massachusetts in 1844, is the fifth
oldest life insurance company in America. As of December 31, 2001, the Company
and its subsidiaries had over $24.3 billion in combined assets and over $38.1
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 cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.

THE VARIABLE ACCOUNT

The Variable Account is a separate investment account with forty-three (43)
Sub-Accounts. Each Sub-Account invests in a corresponding Underlying Fund. The
assets used to fund the variable part of the Contracts are set aside in
Sub-Accounts and are separate from our general assets. We administer and account
for each Sub-Account as part of our general business. However, income, capital
gains and capital losses are allocated to each Sub-Account without regard to any
of our other income, capital gains or capital losses. Under Massachusetts law,
the assets of the Variable Account may not be charged with any liabilities
arising out of any other business of ours.

Our Board of Directors authorized the Variable Account by vote on June 13, 1996.
The Variable Account meets the definition of "separate account" under federal
securities laws. It is registered with the Securities and Exchange Commission
("SEC") as a unit investment trust under the Investment Company Act of 1940
("1940 Act"). This registration does not involve SEC supervision of the
management or investment practices or policies of the Variable Account or of the
Company. We reserve the right, subject to law, to change the names of the
Variable Account and the Sub-Accounts.

THE UNDERLYING FUNDS

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

ALLMERICA INVESTMENT TRUST
Allmerica Investment Trust (the "Trust") is an open-end, diversified management
investment company registered with the SEC under the 1940 Act. The Trust was
established by the Company as a Massachusetts business trust on October 11,
1984, for the purpose of providing a vehicle for the investment of assets of
various separate accounts established by the Company, or other insurance
companies. Fourteen investment portfolios ("Funds") of AIT are currently
available under the Contract.

16
<Page>
Allmerica Financial Investment Management Services, Inc. ("AFIMS") serves as
investment manager of the Trust. Under the Management Agreement with the Trust,
AFIMS has entered into agreements with investment advisers ("Sub-Advisers")
selected by AFIMS and Trustees, in consultation with BARRA RogersCasey, Inc.
("BARRA RogersCasey"). Under each Sub-Adviser Agreement, the Sub-Adviser is
authorized to engage in portfolio transactions on behalf of the Fund, subject to
the Trustee's instructions. The Sub-Advisers (other than Allmerica Asset
Management, Inc.) are not affiliated with the Company or the Trust.

AIM VARIABLE INSURANCE FUNDS
AIM Variable Insurance Funds ("AIM"), 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. Five of its investment portfolios are available under the
Contract: AIM V.I. Aggressive Growth Fund, AIM V.I. Basic Value Fund, AIM V.I.
Blue Chip Fund, AIM V.I. Capital Development Fund and the AIM V.I. Premier
Equity Fund. The investment advisor for the funds' is A I M Advisors, Inc. ("AIM
Advisors"). AIM Advisors was organized in 1976, and, together with its
subsidiaries, manages or advises over 130 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. Five of its separate
investment portfolios are currently available under the Contract:
AllianceBernstein Small Cap Value Portfolio, AllianceBernstein Value Portfolio,
Alliance Growth and Income Portfolio, Alliance Premier Growth Portfolio and
Alliance Technology Portfolio. Alliance Variable Products Series Fund's
investment adviser is Alliance Capital Management, L.P. ("Alliance Capital"), a
global investment manager providing diversified services to institutions and
individuals through a broad line of investments including more than 100 mutual
funds.

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

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Fidelity Variable Insurance Products Fund II ("Fidelity VIP II"), managed by FMR
(see discussion above), is an open-end, diversified management investment
company organized as a Massachusetts business trust on March 21, 1988, and
registered with the SEC under the 1940 Act. One of its investment portfolios is
available under the Contract: Fidelity VIP II Contrafund-Registered Trademark-
Portfolio.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
Fidelity Variable Insurance Products Fund III ("Fidelity VIP III"), managed by
FMR (see discussion above) is an open-end, diversified management investment
company registered with the SEC under the 1940 Act. Two of its investment
portfolios are available under the Contract: Fidelity VIP III Mid Cap Portfolio
and Fidelity VIP III Value Strategies Portfolio.

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
Franklin Templeton Variable Insurance Products Trust ("FT VIP") and the funds'
investment managers and their affiliates manage over $226.9 billion (as of
December 31, 2001). Five of its investment portfolios are available under the
Contract. The investment adviser to the FT VIP Franklin Large Cap Growth
Securities Fund and FT VIP Franklin Small Cap Fund is Franklin Advisers, Inc.
The investment adviser to the FT VIP Franklin Small Cap Value Securities Fund is
Franklin Advisory Services, LLC. The investment adviser to the FT VIP Mutual
Shares Securities Fund is Franklin Mutual Advisers, LLC. The investment adviser
to the FT VIP Templeton Foreign Securities Fund is Templeton Investment Counsel,
LLR.

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<Page>
MFS VARIABLE INSURANCE TRUST(SM)
MFS-Registered Trademark- Variable Insurance Trust ("MFS VIT") is a
Massachusetts business trust organized on February 1, 1994. Four of its
investment portfolios are available under the Contract. The investment adviser
for the MFS-Registered Trademark-Mid Cap Growth Series, MFS-Registered
Trademark- New Discovery Series, MFS-Registered Trademark- Total Return Series,
and MFS-Registered Trademark- Utilities Series is Massachusetts Financial
Services Company ("MFS"), America's oldest mutual fund organization. MFS and its
predecessor organizations have a history of money management dating from 1924.
MFS is located at 500 Boylston Street, Boston, Massachusetts 02116.

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Variable Account Funds ("Oppenheimer") was organized as a
Massachusetts business trust in 1984. Five of its investment portfolios are
available under the Contract: Oppenheimer Capital Appreciation Fund/VA,
Oppenheimer Global Securities Fund/VA, Oppenheimer High Income Fund/VA,
Oppenheimer Main Street Growth & Income Fund/VA and Oppenheimer Multiple
Strategies Fund. The investment adviser for funds is OppenheimerFunds, Inc.
("OppenheimerFunds"). OppenheimerFunds has operated as an investment adviser
since 1959. OppenheimerFunds is located at 498 Seventh Avenue, New York, NY
10018.

INVESTMENT OBJECTIVES AND POLICIES

A summary of investment objectives of each of the Funds is set forth below. MORE
DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES, RESTRICTIONS AND
RISKS, EXPENSES PAID BY THE FUNDS AND OTHER RELEVANT INFORMATION REGARDING THE
FUNDS MAY BE FOUND IN THEIR RESPECTIVE PROSPECTUSES, WHICH ACCOMPANY THIS
PROSPECTUS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. The Statements of
Additional Information of the Funds are available upon request. There can be no
assurance that the investment objectives of the Funds can be achieved.

Certain Underlying Funds have similar investment objectives and/or policies.
Therefore, to choose the Sub-Accounts which best meet your needs and objectives,
carefully read the prospectuses of the Underlying Funds, along with this
Prospectus. In some states, insurance regulations may restrict the availability
of particular Sub-Accounts.

AIT CORE EQUITY FUND -- seeks long-term growth of capital through investments
primarily in common stocks and securities convertible into common stocks that
are believed to represent significant underlying value in relation to current
market prices. Realization of current investment income, if any, is incidental
to this objective.

AIT EQUITY INDEX FUND -- seeks to achieve investment results that correspond to
the aggregate price and yield performance of a representative selection of
United States publicly traded common stocks. The Equity Index Fund seeks to
achieve its objective by attempting to replicate the aggregate price and yield
performance of the Standard & Poor's Composite Index of 500 Stocks.

AIT GOVERNMENT BOND FUND -- seeks high income, preservation of capital and
maintenance of liquidity, primarily through investments in debt instruments
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and in related options, futures and repurchase agreements.

AIT MONEY MARKET FUND -- seeks to obtain maximum current income consistent with
the preservation of capital and liquidity.

AIT SELECT AGGRESSIVE GROWTH FUND -- seeks above-average capital appreciation by
investing primarily in common stocks of companies which are believed to have
significant potential for capital appreciation.

AIT SELECT CAPITAL APPRECIATION FUND -- seeks long-term growth of capital.
Realization of income is not a significant investment consideration and any
income realized on the Fund's investments will be incidental to its primary
objective.

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AIT SELECT EMERGING MARKETS FUND -- seeks long-term growth of capital by
investing in the world's emerging markets.

AIT SELECT GROWTH AND INCOME FUND -- seeks a combination of long-term growth of
capital and current income. The Fund will invest primarily in dividend-paying
common stocks and securities convertible into common stocks.

AIT SELECT GROWTH FUND -- seeks to achieve long-term growth of capital by
investing in a diversified portfolio consisting primarily of common stocks
selected on the basis of their long-term growth potential.

AIT SELECT INTERNATIONAL EQUITY FUND -- seeks maximum long-term total return
(capital appreciation and income). The Fund will invest primarily in common
stocks of established non-U.S. companies.

AIT SELECT INVESTMENT GRADE INCOME FUND -- seeks as high a level of total return
(including both income and capital appreciation) as is consistent with prudent
investment management.

AIT SELECT STRATEGIC GROWTH FUND -- seeks long-term growth of capital
appreciation.

AIT SELECT STRATEGIC INCOME FUND -- seeks to maximize total return, consistent
with prudent investment management and liquidity needs, by investing in various
types of fixed income securities.

AIT SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital by
investing principally in diversified portfolio of common stocks of small and
mid-size companies whose securities at the time of purchase are considered by
the Sub-Adviser to be undervalued.

AIM V.I. AGGRESSIVE GROWTH FUND -- seeks to achieve long-term growth of capital.

AIM V.I. BLUE CHIP FUND -- seeks to achieve as high a total return as possible,
consistent with preservation of capital.

AIM V.I. PREMIER EQUITY FUND -- seeks to achieve long-term growth of capital
(formerly known as AIM V.I. Value Fund).

AIM V.I. BASIC VALUE FUND -- seeks to provide long-term growth of capital.

AIM V.I. CAPITAL DEVELOPMENT FUND -- seeks long-term capital of growth.

ALLIANCE PREMIER GROWTH PORTFOLIO -- seeks to achieve long-term growth of
capital by investing principally in equity securities of a limited number of
large, carefully selected, high-quality U.S. companies.

ALLIANCEBERNSTEIN SMALL CAP VALUE PORTFOLIO -- seeks long-term growth of
capital.

ALLIANCEBERNSTEIN VALUE PORTFOLIO -- seeks long-term growth of capital.

ALLIANCE GROWTH AND INCOME PORTFOLIO -- seeks to provide current income and
capital appreciation through investment in dividend-paying common stocks of
quality companies.

ALLIANCE TECHNOLOGY PORTFOLIO -- emphasizes growth of capital and invests for
capital appreciation, and only incidentally for current income.

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

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

FIDELITY VIP II CONTRAFUND-REGISTERED TRADEMARK- PORTFOLIO -- seeks long-term
capital appreciation. The Portfolio invests primarily in common stocks of
domestic and foreign issuers whose value is not fully recognized by the public.
The Portfolio may invest in either growth stocks or value stocks or both.

FIDELITY VIP III MID CAP PORTFOLIO -- seeks long-term growth of capital. The
Portfolio invests primarily in common stocks of domestic and foreign issuers
with medium market capitalizations. The Portfolio may invest in either growth
stocks or value stocks or both.

FIDELITY VIP III VALUE STRATEGIES PORTFOLIO -- seeks capital appreciation.

FT VIP FRANKLIN LARGE CAP GROWTH SECURITIES FUND -- seeks capital appreciation.
Under normal market conditions, the Fund invests primarily in investments of
large capitalization companies with market cap values within those of the top
50% of companies in the Russell 1000 Index, at the time of purchase.

FT VIP FRANKLIN SMALL CAP FUND -- seeks long-term capital growth. Under normal
market conditions, the Fund invests primarily in investments of small
capitalization companies with market cap values not exceeding (i) $1.5 billion;
or (ii) the highest market capitalization value in the Russell 2000 Index,
whichever is greater, at the time of purchase.

FT VIP FRANKLIN SMALL CAP VALUE SECURITIES FUND -- seeks long-term total return.
Under normal market conditions, the Fund invests primarily in investments of
small capitalization companies with market capitalization values not exceeding
$25 billion, at the time of purchase.

FT VIP MUTUAL SHARES SECURITIES FUND -- seeks capital appreciation. Its
secondary goal is income. The Fund invests primarily in equity securities of
companies the manager believes are available at market prices less than their
value based on certain recognized or objective criteria (intrinsic value).

FT VIP TEMPLETON FOREIGN SECURITIES FUND -- seeks long-term capital growth. The
Fund invests primarily in emerging markets equity securities.

MFS-REGISTERED TRADEMARK- MID CAP GROWTH SERIES -- seeks long-term growth of
capital.

MFS-REGISTERED TRADEMARK- NEW DISCOVERY SERIES -- seeks capital appreciation.

MFS-REGISTERED TRADEMARK- TOTAL RETURN SERIES -- seeks mainly to provide
above-average income (compared to a portfolio invested entirely in equity
securities) consistent with the prudent employment of capital and secondarily to
provide a reasonable opportunity for growth of capital and income.

MFS-REGISTERED TRADEMARK- UTILITIES SERIES -- seeks capital growth and current
income (income above that available from a portfolio invested entirely in equity
securities).

OPPENHEIMER CAPITAL APPRECIATION FUND/VA -- seeks capital appreciation to makes
your investment grow.

OPPENHEIMER GLOBAL SECURITIES FUND/VA -- seeks long-term capital appreciation by
investing a substantial portion of assets in securities of foreign issuers,
"growth-type" companies, cyclical industries and special situations that are
considered to have appreciation possibilities.

OPPENHEIMER HIGH INCOME FUND/VA -- seeks a high level of current income.

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OPPENHEIMER MAIN STREET GROWTH & INCOME FUND/VA -- seeks high total return,
which includes growth in the value of its shares as well as current income, from
equity and debt securities.

OPPENHEIMER MULTIPLE STRATEGIES FUND/VA -- seeks a total investment return,
which includes current income and capital appreciation in the value of its
shares.

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

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THE CONTRACT

MARKET TIMERS

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 Fund. These and similar activities may adversely
affect an Underlying Fund's ability to invest effectively in accordance with its
investment objectives and policies, and may harm other Contract Owners.
Accordingly, individuals and organizations that use market-timing investment
strategies and make frequent transfers should not purchase the Contracts.

In order to prevent "market timing" activities that may harm or disadvantage
other Contract Owners, the Company may (a) reject or restrict any specific
purchase and transfer requests and (b) impose specific limitations with respect
to market timers, including restricting transfers by market timers to certain
Underlying Funds. In addition, some of the Underlying Funds have reserved the
right to temporarily or permanently refuse purchase or transfer requests from
the Company if, in the judgment of the Underlying Fund's investment adviser, the
Underlying Fund would be unable to invest effectively in accordance with its
investment objective or policies, or would otherwise potentially be adversely
affected. Accordingly, the Company may not be in a position to effect certain
transfers requested by market timers and may refuse such transfer requests
without prior notice. The Company reserves the right to impose, without prior
notice, restrictions on transfers that it determines, in its sole discretion,
will disadvantage or potentially hurt the rights or interests of other Contract
Owners. If any of these actions are taken, the Company will notify the market
timer of the actions by telephone and/or in writing as soon as practicable.
Subsequent transfers will be allowed only if they comply with the Company's
then-current rules restricting transfer activity by market timers.

APPLYING FOR A CONTRACT

Individuals wishing to purchase a Contract must complete an application and
submit it to an authorized representative or to the Company at its Principal
Office. We offer Contracts to applicants 89 years old and under. After receiving
a completed application from a prospective Contract Owner, we will begin
underwriting to decide the insurability of the proposed Insured. We may require
medical examinations and other information before deciding insurability. We
issue a Contract only after underwriting has been completed. We may reject an
application that does not meet our underwriting guidelines.

If a prospective Contract Owner makes the initial payment with the application,
we will provide fixed conditional insurance during underwriting. The conditional
insurance will be based upon Death Benefit Factors shown in the Conditional
Insurance Agreement, up to a maximum of $500,000, depending on Age and
Underwriting Class. This coverage will continue for a maximum of 90 days from
the date of the application or, if required, the completed medical exam. If
death is by suicide, we will return only the payment made.

If you made the initial payment before the date of Issuance and Acceptance, we
will allocate the payment to our Fixed Account within two business days of
receipt of the payment at our Principal Office. IF WE ARE UNABLE TO ISSUE THE
CONTRACT, THE PAYMENT WILL BE RETURNED TO THE CONTRACT OWNER WITHOUT INTEREST.

If your application is approved and the Contract is issued and accepted, we will
allocate your Contract Value on Issuance and Acceptance according to your
instructions. However, if your Contract provides for a full refund of payments
under its "Right to Cancel" provision as required in your state (see THE
CONTRACT -- "Free Look Period," below), we will initially allocate your
Sub-Account investments to the AIT Money Market Fund. We will reallocate all
amounts according to your investment choices no later than the expiration of the
right to cancel period.

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If your initial payment is equal to the amount of the Guideline Single Premium,
the Contract will be issued with the Guaranteed Death Benefit at no additional
cost. If the Guaranteed Death Benefit is in effect on the Final Payment Date, a
guaranteed Net Death Benefit will be provided thereafter unless the Guaranteed
Death Benefit is terminated. See THE CONTRACT -- "Death Benefit" -- "Guaranteed
Death Benefit," below.

FREE LOOK PERIOD

The Contract provides for a free look period under the "Right to Cancel"
provision. You have the right to examine and cancel your Contract by returning
it to us or to one of our representatives on or before the tenth day (or such
later date as required in your state) after you receive the Contract. If your
Contract was purchased in New York as a replacement for an existing policy, you
after the right to cancel for up to 60 days after your receive the Contract. If
you exercise your right to cancel, the Company will mail a refund to you within
seven days. We may delay a refund of any payment made by check until the check
has cleared your bank.

Where required by state law, the refund will be your entire payment. In other
states or if the Contract was issued in New York as a replacement, the refund
will equal the SUM of:

- Amounts allocated to the Fixed Account, PLUS

- The Contract Value in the Variable Account, PLUS

- All fees, charges and taxes which have been imposed.

Your refund will be determined as of the Valuation Date that the Contract is
received at our Principal Office.

CONVERSION PRIVILEGE

Within 24 months of the Date of Issue, you can convert your Contract into a
fixed Contract by transferring all Contract Value in the Sub-Accounts to the
Fixed Account. The conversion will take effect at the end of the Valuation
Period in which we receive, at our Principal Office, notice of the conversion
satisfactory to us. There is no charge for this conversion. We will allocate any
future payment(s) to the Fixed Account, unless you instruct us otherwise.

PAYMENTS

The Contracts are designed for a large single payment to be paid by the Contract
Owner on or before the Date of Issue. The minimum initial payment is $10,000.
The initial payment is used to determine the Face Amount. The Face Amount will
be determined by treating the payment as equal to 100% of the Guideline Single
Premium. You may indicate the desired Face Amount on the application. If the
Face Amount specified exceeds 100% of the Guideline Single Premium for the
payment amount, the application will be amended and a Contract with a higher
Face Amount will be issued.

If the Face Amount specified is less than 80% of the Guideline Single Premium
for the payment amount, the application will be amended and a Contract with a
lower Face Amount will be issued. The Contract Owner must agree to any amendment
to the application.

Under our underwriting rules, the Face Amount must be based on 100% of the
Guideline Single Premium to be eligible for simplified underwriting.

Payments are payable to the Company. Payments may be made by mail to our
Principal Office or through our authorized representative. Any additional
payment, after the initial payment, is credited to the Variable Account or Fixed
Account on the date of receipt at the Principal Office.

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The Contract limits the ability to make additional payments. However, no
additional payment may be less than $1,000 without our consent. Any additional
payment(s) may not cause total payments to exceed the maximum payment on the
specifications page of your Contract.

Total payments may not exceed the current maximum payment limits under federal
tax law. Where total payments would exceed the current maximum payment limits,
we will only accept that part of a payment that will make total payments equal
the maximum. We will return any part of a payment that is greater than that
amount. However, we will accept a payment needed to prevent Contract lapse
during a Contract year. See CONTRACT TERMINATION AND REINSTATEMENT.

ALLOCATION OF PAYMENTS

In the application or enrollment form for your Contract, you decide the initial
allocation of the payment among the Fixed Account and the sub-accounts. You may
allocate payments to one or more of the sub-accounts. The minimum amount that
you may allocate to a sub-account is 1.00% of the payment. Allocation
percentages must be in whole numbers (for example, 33 1/3% may not be chosen)
and must total 100%. You may change the allocation of future payments by written
request or telephone request, as described below.

An allocation change will take effect on the date of receipt of the notice at
the Principal Office. No charge is currently imposed for changing payment
allocation instructions. We reserve the right to impose a charge in the future,
but guarantee that the charge will not exceed $25.

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

TRANSFER PRIVILEGE

Prior to the election of a Payment Option, subject to our then current rules,
you may transfer amounts among the Sub-Accounts or between a Sub-Account and the
Fixed Account. (You may not transfer that portion of the Contract Value held in
the Fixed Account that secures a Contract loan.) Transfers are effected at the
value next computed after receipt of the transfer order.

TELEPHONE REQUESTS
You have the privilege to make telephone requests, unless you elected not to
have the privilege on the application or enrollment form. The Company and its
agents and affiliates 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
others things, requiring some form of personal identification prior to acting
upon instructions received by telephone. All transfer instructions by telephone
are tape recorded. The Company reserves the right to modify or discontinue this
privilege at any time without prior notice.

The Company cannot guarantee that you will always be able to reach us to
complete a telephone transaction. Under these circumstances, you should submit
your request in writing or other form acceptable to us.

TRANSFER PRIVILEGES SUBJECT TO POSSIBLE LIMITS
The transfer privilege is subject to our consent. We reserve the right to impose
limits on transfers including, but not limited to, the:

- Minimum or maximum amount that may be transferred,

- Minimum amount that may remain in a Sub-Account following a transfer from
that Sub-Account,

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- Minimum period between transfers, and

- Maximum number of transfers in a period.

Transfers to and from the Fixed Account are currently permitted only if:

- the amount transferred from the Fixed Account in each transfer may not
exceed the lesser of $100,000 or 25% of the Contract Value under the
Contract.

- You may make only one transfer involving the Fixed Account in each
Contract quarter.

Currently, the first 12 transfers in a Contract year are free. After that, we
may deduct a transfer charge not to exceed $25 from amounts transferred in that
Contract year. Any transfers made for a conversion privilege, Contract loan or
material change in investment policy or under an automatic transfer option will
not count toward the 12 free transfers.

These rules are subject to change by the Company.

DOLLAR-COST AVERAGING OPTION AND AUTOMATIC REBALANCING OPTION
You may have automatic transfers of at least $100 made on a periodic basis:

- From the Fixed Account or the Sub-Accounts which invests in the AIT Money
Market Fund and AIT Select Investment Grade Income Fund to one or more of
the other Sub-Accounts ("Dollar-Cost Averaging Option"), or

- To reallocate Contract Value among the Fixed Accounts and Sub-Accounts
("Automatic Rebalancing Option").

Automatic transfers may be made every one, three, six or twelve months.
Generally, all transfers will be processed on the 15th of each scheduled month.
If the 15th is not a business day, however, or is the Monthly Processing Date,
the automatic transfer will be processed on the next business day. The
Dollar-Cost Averaging Option and the Automatic Account Rebalancing Option may
not be in effect at the same time. The Fixed Account is not included in
Automatic Account Rebalancing.

If the Contract Value in the Sub-Account from which the automatic transfer is to
be made is reduced to zero, the automatic transfer option will terminate. The
Contract Owner must reapply for any future automatic transfers.

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

ASSET ALLOCATION MODEL REALLOCATIONS
If a Contract Owner elects to follow an asset allocation strategy, the Contract
Owner may preauthorize transfers in accordance with the chosen strategy. The
Company may provide administrative or other support services to independent
third parties who provide recommendations or models for such allocation
strategies. However, the Company does not endorse or review any investment
allocations recommendations made by such third parties, and is not responsible
for the investment allocations and transfers transacted on the Contract Owner's
behalf. The Company does not charge for providing additional asset allocation
support services. Additional information concerning asset allocation programs
for which the Company is currently providing support services may be obtained
from a registered representative or the Company.

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TRANSFER PRIVILEGES SUBJECT TO POSSIBLE LIMITS
All of the transfer privileges described above are subject to our consent. We
reserve the right to impose limits on transfers including, but not limited to,
the:

- Minimum or maximum amount that may be transferred,

- Minimum amount that may remain in a Sub-Account following a transfer from
that Sub-Account,

- Minimum period between transfers, and

- Maximum number of transfers in a period.

DEATH BENEFIT (WITHOUT GUARANTEED DEATH BENEFIT)

If the Contract is in force on the Insured's death, we will, with due proof of
death, pay the Net Death Benefit to the named Beneficiary. For Second-to-Die
Contracts, the Net Death Benefit is payable on the death of the last surviving
Insured. There is no Death Benefit payable on the death of the first Insured to
die. We will normally pay the Net Death Benefit within seven days of receiving
due proof of the Insured's death, but we may delay payment of Net Death
Benefits. See OTHER CONTRACT PROVISIONS -- "Delay of Payments." The Beneficiary
may receive the Net Death Benefit in a lump sum or under a payment option,
unless the payment option has been restricted by the Contract Owner. See
APPENDIX C -- PAYMENT OPTIONS.

The Death Benefit is the GREATER of the:

- Face Amount OR

- Minimum Sum Insured.

Before the Final Payment Date the Net Death Benefit is:

- The Death Benefit, MINUS

- Any Outstanding Loan, optional benefit charges and Monthly Deductions due
and unpaid through the Contract month in which the Insured dies, as well
as any partial withdrawals and surrender charges.

After the Final Payment Date, the Net Death benefit is:

- The Contract Value, MINUS

- Any Outstanding Loan.

GUARANTEED DEATH BENEFIT (NOT AVAILABLE IN ALL STATES)

If at the time of issue the Contract Owner has made payments equal to 100% of
the Guideline Single Premium, a Guaranteed Death Benefit will be added to the
Contract at no additional charge. If the Guaranteed Death Benefit is in effect,
the Company:

- Guarantees that the Contract will not lapse regardless of the investment
performance of the Variable Account (excluding loan foreclosure); and

- Provides a guaranteed Net Death Benefit after the Final Payment Date.

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Certain transactions, including certain Contract loans, partial withdrawals,
underwriting reclassifications, change in face amount, and changes in Death
Benefit Options, can result in the termination of the Guaranteed Death Benefit.
IF THE GUARANTEED DEATH BENEFIT IS TERMINATED, IT CANNOT BE REINSTATED.

GUARANTEED DEATH BENEFIT
The Death Benefit before the Final Payment Date will be the greater of the Face
Amount as of the date of death or the Minimum Sum Insured. Before the Final
Payment Date the Net Death Benefit is:

- The Death Benefit, MINUS

- The GREATER of (a) the Face Amount as of the Final Payment Date or
(b) the Contract Value as of the date due proof of death is received by
the Company, REDUCED

- By the Outstanding Loan, if any, through the Contract month in which the
Insured dies.

TERMINATION OF THE GUARANTEED DEATH BENEFIT
The Guaranteed Death Benefit will terminate (AND MAY NOT BE REINSTATED) on the
first to occur of the following:

- Foreclosure of an Outstanding Loan, if any; or

- Any Contract change that results in a negative guideline level premium; or

- A request for a partial withdrawal or preferred loan after the Final
Payment Date; or

- Upon the Contract Owner's written request.

GUIDELINE MINIMUM SUM INSURED -- The Guideline Minimum Sum Insured is a
percentage of the Contract Value as set forth in APPENDIX A -- GUIDELINE MINIMUM
SUM INSURED TABLE. The Guideline Minimum Sum Insured is computed based on
federal tax regulations to ensure that the Contract qualifies as a life
insurance Contract and that the insurance proceeds will be excluded from the
gross income of the Beneficiary. The Guideline Minimum Sum Insured under this
Contract meets or exceeds the IRS Guideline Minimum Sum Insured.

ILLUSTRATION -- In this illustration, assume that the Insured is under the age
of 40, and that there is no Outstanding Loan.

A Contract with a $100,000 Face Amount will have a Death Benefit of $100,000.
However, because the Death Benefit must be equal to or greater than 250% of
Contract Value, if the Contract Value exceeds $40,000 the Death Benefit will
exceed the $100,000 Face Amount. In this example, each dollar of Contract Value
above $40,000 will increase the Death Benefit by $2.50. For example, a Contract
with a Contract Value of $50,000 will have a guideline minimum sum insured of
$125,000 ($50,000 X 2.50); Contract Value of $60,000 will produce a guideline
minimum sum insured of $150,000 ($60,000 X 2.50); and Contract Value of $75,000
will produce a guideline minimum sum insured of $187,500 ($75,000 X 2.50).

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Similarly, if Contract Value exceeds $40,000, each dollar taken out of Contract
Value will reduce the Death Benefit by $2.50. If, for example, the Contract
Value is reduced from $60,000 to $50,000 because of partial withdrawals, charges
or negative investment performance, the Death Benefit will be reduced from
$150,000 to $125,000. If, however, the Contract Value multiplied by the
applicable percentage from the table in Appendix A is less than the Face Amount,
the Death Benefit will equal the Face Amount.

The applicable percentage becomes lower as the Insured's age increases. If the
Insured's age in the above example were, for example, 50 (rather than between
zero and 40), the applicable percentage would be 185%. The Death Benefit would
not exceed the $100,000 Face Amount unless the Contract Value exceeded $54,055
(rather than $40,000), and each dollar then added to or taken from Contract
Value would change the Death Benefit by $1.85.

CONTRACT VALUE

The Contract Value is the total value of your Contract. It is the SUM of:

- Your accumulation in the Fixed Account, PLUS

- The value of your Units in the Sub-Accounts.

There is no guaranteed minimum Contract Value. The Contract Value on any date
depends on variables that cannot be predetermined.

Your Contract Value is affected by the:

- Amount of your payment(s);

- Interest credited in the Fixed Account;

- Investment performance of the Funds you select;

- Partial withdrawals;

- Loans, loan repayments and loan interest paid or credited; and

- Charges and deductions under the Contract.

COMPUTING CONTRACT VALUE -- We compute the Contract Value on the Date of Issue
and on each Valuation Date. On the Date of Issue, the Contract Value is:

- Your payment plus any interest earned during the underwriting period it
was allocated to the Fixed Account (see THE CONTRACT -- "Applying for a
Contract"), MINUS

- The Monthly Deductions due.

On each Valuation Date after the Date of Issue, the Contract Value is the SUM
of:

- Accumulations in the Fixed Account, PLUS

- The SUM of the PRODUCTS of:

- The number of Units in each Sub-Account, TIMES

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- The value of a Unit in each Sub-Account on the Valuation Date.

THE UNIT -- We allocate each payment to the Sub-Accounts you selected. We credit
allocations to the Sub-Accounts as Units. Units are credited separately for each
Sub-Account.

The number of Units of each Sub-Account credited to the Contract is the QUOTIENT
of:

- That part of the payment allocated to the Sub-Account, DIVIDED by

- The dollar value of a Unit on the Valuation Date the payment is received
at our Principal Office.

The number of Units will remain fixed unless changed by a split of Unit value,
transfer, loan, partial withdrawal or surrender. Also, Monthly Deductions taken
from a Sub-Account will result in cancellation of Units equal in value to the
amount deducted.

The dollar value of a Unit of a Sub-Account varies from Valuation Date to
Valuation Date based on the investment experience of that Sub-Account. This
investment experience reflects the investment performance, expenses and charges
of the Fund in which the Sub-Account invests. The value of each Unit was set at
$1.00 on the first Valuation Date of each Sub-Account.

The value of a Unit on any Valuation Date is the PRODUCT of:

- The dollar value of the Unit on the preceding Valuation Date, TIMES

- The Net Investment Factor.

NET INVESTMENT FACTOR -- The net investment factor measures the investment
performance of a Sub-Account during the Valuation Period just ended. The net
investment factor for each Sub-Account is the result of:

- The net asset value per share of a Fund held in the Sub-Account determined
at the end of the current Valuation Period, PLUS

- The per share amount of any dividend or capital gain distributions made by
the Fund on shares in the Sub-Account if the "ex-dividend" date occurs
during the current Valuation Period, DIVIDED BY

- The net asset value per share of a Fund share held in the Sub-Account
determined as of the end of the immediately preceding Valuation Period,
MINUS

- The mortality and expense risk charge for each day in the Valuation
Period, currently at an annual rate of 0.90% of the daily net asset value
of that Sub-Account.

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

PAYMENT OPTIONS

The Net Death Benefit payable may be paid in a single sum or under one or more
of the payment options then offered by the Company. See APPENDIX C -- PAYMENT
OPTIONS. These payment options also are available at the Final Payment Date or
if the Contract is surrendered. If no election is made, we will pay the Net
Death Benefit in a single sum.

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OPTIONAL INSURANCE BENEFITS

You may add optional insurance benefits to the Contract, as described in
APPENDIX B -- OPTIONAL INSURANCE BENEFITS.

SURRENDER

You may surrender the Contract and receive its Surrender Value. The Surrender
Value is:

- The Contract Value, MINUS

- Any Outstanding Loan and surrender charges.

We will compute the Surrender Value on the Valuation Date on which we receive
the Contract with a Written Request for surrender. We will deduct a surrender
charge if you surrender the Contract within 10 full Contract years of the Date
of Issue. See CHARGES AND DEDUCTIONS -- "Surrender Charge."

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

For important tax consequences of a surrender, see FEDERAL TAX CONSIDERATIONS.

PARTIAL WITHDRAWAL

You may withdraw part of the Contract Value of your Contract on Written Request.
Your Written Request must state the dollar amount you wish to receive. You may
allocate the amount withdrawn among the Sub-Accounts and the Fixed Account. If
you do not provide allocation instructions, we will make a Pro-rata Allocation.
Each partial withdrawal must be at least $1,000. We will not allow a partial
withdrawal if it would reduce the Contract Value below $10,000. The Face Amount
is reduced proportionately based on the ratio of the amount of the partial
withdrawal and charges to the Contract Value on the date of withdrawal.

On a partial withdrawal from a Sub-Account, we will cancel the number of Units
equal in value to the amount withdrawn. The amount withdrawn will be the amount
you requested plus the partial withdrawal transaction fee and any applicable
surrender fee. See CHARGES AND DEDUCTIONS -- "Surrender Charge." We will
normally pay the partial withdrawal within seven days following our receipt of
the written request. We may delay payment as described in OTHER CONTRACT
PROVISIONS -- "Delay of Payments."

For important tax consequences of partial withdrawals, see FEDERAL TAX
CONSIDERATIONS.

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CHARGES AND DEDUCTIONS

The following charges will apply to your Contract under the circumstances
described. Some of these charges apply throughout the Contract's duration.

The Company may waive or reduce the premium tax charge, administrative charges,
surrender charge, or 5% partial withdrawal charge, and will not pay commissions
on Contracts, where the Insured is within the following class of individuals:

All employees of First Allmerica and its affiliates and subsidiaries located
at First Allmerica's home office (or at off-site locations if such employees
are on First Allmerica's home office payroll); all directors of First
Allmerica and its affiliates and subsidiaries; all retired employees of
First Allmerica and its affiliates and subsidiaries eligible under First
Allmerica Companies' Pension Plan or any successor plan; all General Agents,
agents and field staff of First Allmerica; and all spouses, children,
siblings, parents and grandparents of any individuals identified above, who
reside in the same household.

MONTHLY DEDUCTIONS

On the Monthly Processing Date, the Company will deduct an amount to cover
charges and expenses incurred in connection with the Contract. This Monthly
Deduction will be deducted by subtracting values from the Fixed Account
accumulation and/or canceling Units from each applicable Sub-Account in the
ratio that the Contract Value in the Sub-Account bears to the Contract Value.
The amount of the Monthly Deduction will vary from month to month. If the
Contract Value is not sufficient to cover the Monthly Deduction which is due,
the Contract may lapse. (See CONTRACT TERMINATION AND REINSTATEMENT.) The
Monthly Deduction is comprised of the following charges:

- MAINTENANCE FEE: The Company will make a deduction of $5.00 from any
Contract with less than $25,000 in Contract Value to cover charges and
expenses incurred in connection with the Contract. This charge is to
reimburse the Company for expenses related to issuance and maintenance of
the Contract. The Company does not intend to profit from this charge.

- ADMINISTRATION CHARGE: The Company imposes a monthly charge at an annual
rate of 0.25% of the Contract Value. This charge is to reimburse us for
administrative expenses incurred in the administration of the Contract. It
is not expected to be a source of profit.

- MONTHLY INSURANCE PROTECTION CHARGE: Immediately after the Contract is
issued, the Death Benefit will be greater than the payment. While the
Contract is in force, prior to the Final Payment Date, the Death Benefit
will generally be greater than the Contract Value. To enable us to pay
this excess of the Death Benefit over the Contract Value, a monthly cost
of insurance charge is deducted. This charge varies depending on the type
of Contract and the Underwriting Class. In no event will the current
deduction for the cost of insurance exceed the guaranteed maximum
insurance protection rates set forth in the Contract. These guaranteed
rates are based on the Commissioners 1980 Standard Ordinary Mortality
Tables, Tobacco User or Non-Tobacco User (Mortality Table B for unisex
Contracts and Mortality Table D for Second-to-Die Contracts) and the
Insured's sex and Age. The Tables used for this purpose set forth
different mortality estimates for males and females and for tobacco user
and non-tobacco user. Any change in the insurance protection rates will
apply to all Insureds of the same Age, sex and Underwriting Class whose
Contracts have been in force for the same period.

The Underwriting Class of an Insured will affect the insurance protection rate.
We currently place Insureds into standard Underwriting Classes and non-standard
Underwriting Classes. The Underwriting Classes are also divided into two
categories: tobacco user and non-tobacco user. We will place Insureds under the
age of

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18 at the Date of Issue in a standard or non-standard Underwriting Class. We
will then classify the Insured as a non-tobacco user.

- DISTRIBUTION EXPENSE: During the first ten Contract years, we make a
monthly deduction to compensate for a portion of the sales expenses which
are incurred by us with respect to the Contracts. This charge is equal to
an annual rate of 1.15% of the Contract Value.

- FEDERAL AND STATE PAYMENT TAX CHARGE: During the first Contract year, we
make a monthly deduction to partially compensate the Company for the
increase in federal tax liability from the application of Section 848 of
the Internal Revenue Code and to offset a portion of the average premium
tax the Company is expected to pay to various state and local
jurisdictions. This charge is equal to an annual rate of 1.75% of the
Contract Value. Premium taxes vary from state to state, ranging from zero
to 5%. The deduction may be higher or lower than the actual premium tax
imposed by the applicable jurisdiction, and is made whether or not any
premium tax applies. The Company does not intend to profit from the
premium tax portion of this charge.

DAILY DEDUCTIONS

We assess each Sub-Account with a charge for mortality and expense risks we
assume. Fund expenses are also reflected in the value of the units of the
Variable Account.

- MORTALITY AND EXPENSE RISK CHARGE: We impose a daily charge at a current
annual rate of 0.90% of the average daily net asset value of each
Sub-Account. This charge compensates us for assuming mortality and expense
risks for variable interests in the Contracts.

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

- FUND EXPENSES: The value of the Units of the Sub-Accounts will reflect the
investment advisory fee and other expenses of the Funds whose shares the
Sub-Accounts purchase. The prospectuses and statements of additional
information of the Funds contain more information concerning the fees and
expenses.

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

SURRENDER CHARGE

A contingent surrender charge is deducted from Contract Value in the case of
surrender and/or a partial withdrawal for up to 10 years from Date of Issue of
the Contract. The payments you make for the Contract are the maximum amount
subject to a surrender charge. Certain withdrawals may be made without surrender
charges, but any part of a withdrawal that is assessed a surrender charge
reduces the remaining payments that will be subject to a surrender charge in the
future.

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In any Contract year, you may withdraw, without a surrender charge, up to:

- 10% of the Contract Value at the time of the withdrawal, MINUS

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

The 10% Free Withdrawal amount applies to both partial withdrawals and a full
surrender of the Contract.

We will apply a surrender charge only to the amount by which your requested
withdrawal exceeds the remaining 10% Free Withdrawal amount for that Contract
year. This excess withdrawal amount, which is subject to a surrender charge
based on the table below, reduces the remaining amount of your payments that
will be subject to a surrender charge in the future. If the amount of the
remaining payments that are subject to a surrender charge is reduced to zero, we
will no longer assess a surrender charge, even if the surrender or partial
withdrawal is within 10 years of the Contract's Date of Issue. During the first
Contract year, the surrender charge could be as much as 10% of your purchase
payments. See the EXAMPLES, below. The surrender charge applicable to the excess
withdrawal amount will depend upon the number of years that the Contract has
been in force, based on the following schedule:
<Table>
<Caption>
CONTRACT YEAR* 1 2 3 4 5 6 7

- -------------------------------------------------------------------------------------------------------------------------------
Surrender Charge 10.00% 9.25% 8.50% 7.75% 7.00% 6.25% 4.75%

<Caption>
CONTRACT YEAR* 8 9 10+

- -------------------------------------------------- -----------------------------
Surrender Charge 3.25% 1.50% 0%
</Table>

* For a Contract that lapses and reinstates, see CONTRACT TERMINATION AND
REINSTATEMENT.

The amount withdrawn from Contract Value equals the amount you request plus the
contingent surrender charge and the partial withdrawal transaction fee
(described below).

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

PARTIAL WITHDRAWAL TRANSACTION FEE
For each partial withdrawal (including a Free 10% Withdrawal), we deduct a
transaction fee of 2.0% of the amount withdrawn, not to exceed $25. This fee is
intended to reimburse us for the cost of processing the partial withdrawal. The
transaction fee applies to all partial withdrawals, including a Withdrawal
without a surrender charge (described below).

EXAMPLES
In each example below, it is assumed that you have not taken any loans from the
Contract.

EXAMPLE 1. Assume that you made an initial payment of $100,000 to the Contract,
and that the Contract Value is $120,000 when you request a full surrender of the
Contract eight months later. The amount of the Free 10% Withdrawal is $12,000
(10% of Contract Value). The amount of the Contract Value that is subject to a
surrender charge is $108,000 (the $120,000 Contract Value minus the Free 10%
Withdrawal of $12,000). However, the amount of the surrender charge is capped at
$10,000 (the first year surrender charge of 10% times your $100,000 payment to
the Contract). The Surrender Value is $110,000 (the Contract Value of $120,000
minus the surrender charge of $10,000).

EXAMPLE 2. Assume that you made an initial payment of $100,000 for the Contract,
and that you request a partial withdrawal of $15,000 at the beginning of the
fifth Contract year when the Contract Value is $130,000. The amount of the Free
10% Withdrawal is $13,000 (10% of the Contract Value). The amount of the partial
withdrawal that is subject to a surrender charge is $2,000 (the $15,000 you
requested minus the Free 10% Withdrawal of $13,000). The amount of the surrender
charge is $140 ($2,000 times the 7.00% surrender

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<Page>
charge applicable in the fifth Contract year). The remaining Contract Value is
$114,835 (the $130,000 Contract Value at the time of the withdrawal minus the
$15,000 you requested, the $140 surrender charge, and the $25 partial withdrawal
transaction fee). The amount of the Contract Value that is subject to a
surrender charge is $98,000 (your $100,000 initial payment minus the $2,000 that
was subject to the surrender charge).

Assume that, later in the same year, your Contract Value has grown to $150,000
and you make a request for a partial withdrawal of $10,000. The amount of the
Free 10% Withdrawal is $2,000 (the $15,000 that is 10% of Contract Value at the
time of withdrawal minus the prior Free 10% Withdrawal in that year of $13,000).
The amount of the withdrawal that is subject to a surrender charge is $8,000
(the $10,000 you requested minus the current Free 10% Withdrawal of $2,000). The
amount of the surrender charge is $560 ($8,000 times the 7.00% surrender charge
applicable in the fifth Contract year). The remaining Contract Value is $139,415
(the $150,000 Contract Value at the time of the withdrawal minus the $10,000 you
requested, the $560 surrender charge, and the $25 partial withdrawal transaction
fee). The amount of the Contract Value that is subject to a surrender charge is
now $90,000 (the $98,000 of the initial payment that was still subject to a
surrender charge after the first withdrawal minus the $8,000 that is subject to
the surrender charge at the second withdrawal).

TRANSFER CHARGES

The first 12 transfers in a Contract year are free. After that, we may deduct a
transfer charge not to exceed $25 from amounts transferred in that Contract
year. This charge reimburses us for the administrative costs of processing the
transfer.

If you apply for automatic transfers, the first automatic transfer counts as one
transfer. Each future automatic transfer is without charge and does not reduce
the remaining number of transfers that may be made without charge in that
Contract year or in later Contract years. However, if you change your
instructions for automatic transfers, the first automatic transfer thereafter
will count as one transfer.

Each of the following transfers of Contract Value from the Sub-Accounts to the
Fixed Account is free and does not count as one of the 12 free transfers in a
Contract year:

- A conversion within the first 24 months from Date of Issue;

- A transfer to the Fixed Account to secure a loan; and

- A transfer from the Fixed Account as a result of a loan repayment.

CONTRACT LOANS

You may borrow money secured by your Contract Value, both during and after the
first Contract year. The total amount you may borrow is the Loan Value. The Loan
Value is 90% of the Surrender Value.

The minimum loan amount is $1,000. The maximum loan is the Loan Value minus any
Outstanding Loan. We will usually pay the loan within seven days after we
receive the Written Request. We may delay the payment of loans as stated in
OTHER CONTRACT PROVISIONS -- "Delay of Payments."

We will allocate the loan among the Sub-Accounts and the Fixed Account according
to your instructions. If you do not make an allocation, we will make a Pro-rata
Allocation. We will transfer Contract Value in each Sub-Account equal to the
Contract loan to the Fixed Account. We will not count this transfer as a
transfer subject to the transfer charge.

Contract value equal to the outstanding loan will earn monthly interest in the
fixed account at an annual rate of at least 4.0% (5.5% for preferred loans). NO
OTHER INTEREST WILL BE CREDITED.

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<Page>
PREFERRED LOAN OPTION

Any portion of the Outstanding Loan that represents earnings in this Contract
may be treated as a preferred loan. You may change a preferred loan to a
non-preferred loan at any time upon written request.

There is some uncertainty as to the tax treatment of a preferred loan, which may
be treated as a taxable withdrawal from the Contract. Consult a qualified tax
adviser (and see FEDERAL TAX CONSIDERATIONS).

LOAN INTEREST CHARGED

The Company charges interest on loans at an annual rate that is guaranteed not
to exceed 6.0%. Interest is due and payable in arrears at the end of each
Contract year or for as short a period as the loan may exist. Interest accrues
daily. Interest not paid when due will be added to the Outstanding Loan by
transferring Contract Value equal to the interest due to the Fixed Account. The
interest due will bear interest at the same rate.

REPAYMENT OF OUTSTANDING LOAN

You may pay any loans before Contract lapse. We will allocate that part of the
Contract Value in the Fixed Account that secured a repaid loan to the
Sub-Accounts and Fixed Account according to your instructions. If you do not
make a repayment allocation, we will allocate Contract Value according to your
most recent payment allocation instructions. However, loan repayments allocated
to the Variable Account cannot exceed Contract Value previously transferred from
the Variable Account to secure the outstanding loan.

If the Outstanding Loan exceeds the Contract Value less the surrender charge,
the Contract will terminate. We will mail a notice of termination to the last
known address of you and any assignee. If you do not make sufficient payment
within 62 days after this notice is mailed, the Contract will terminate with no
value. See CONTRACT TERMINATION AND REINSTATEMENT.

EFFECT OF CONTRACT LOANS

Contract loans will permanently affect the Contract Value and Surrender Value,
and may permanently affect the Death Benefit. The effect could be favorable or
unfavorable, depending on whether the investment performance of the Sub-Accounts
is less than or greater than the interest credited to the Contract Value in the
Fixed Account that secures the loan. We will deduct any Outstanding Loan from
the proceeds payable when the Insured dies or from a surrender.

CONTRACT TERMINATION AND REINSTATEMENT

TERMINATION

Unless the Guaranteed Death Benefit is in effect, the Contract will terminate if
on a Monthly Processing Date the Surrender Value is less than $0 (zero.) If this
situation occurs, the Contract will be in default. You will then have a grace
period of 62 days, measured from the date of default, to make a payment
sufficient to prevent termination. On the date of default, we will send a notice
to you and to any assignee of record. The notice will state the payment due and
the date by which it must be paid. Failure to make a sufficient payment within
the grace period will result in the Contract terminating without value. If the
Insured dies during the grace period, we will deduct from the Net Death Benefit
any overdue charges.

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REINSTATEMENT

A terminated Contract may be reinstated within three years of the date of
default and before the Final Payment Date. The reinstatement takes effect on the
Monthly Processing Date following the date you submit to us:

- Written application for reinstatement;

- Evidence of Insurability showing that the Insured is insurable according
to our current underwriting rules;

- A payment that is large enough to cover the cost of all Contract charges
that were due and unpaid during the grace period;

- A payment that is large enough to keep the Contract in force for three
months; and

- A payment or reinstatement of any loan against the Contract that existed
at the end of the grace period.

Contracts which have been surrendered may not be reinstated. The Guaranteed
Death Benefit may not be reinstated.

SURRENDER CHARGE -- For the purpose of measuring the surrender charge period,
the Contract will be reinstated as of the date of default. The surrender charge
on the date of reinstatement is the surrender charge that would have been in
effect on the date of default.

CONTRACT VALUE ON REINSTATEMENT -- The Contract Value on the date of
reinstatement is:

- The payment made to reinstate the Contract and interest earned from the
date the payment was received at our Principal Office, PLUS

- The Contract Value less any Outstanding Loan on the date of default, MINUS

- The Monthly Deductions due on the date of reinstatement.

You may reinstate any Outstanding Loan.

OTHER CONTRACT PROVISIONS

CONTRACT OWNER

The Contract Owner named on the specifications page of the Contract is the
Insured unless another Contract Owner has been named in the application. As
Contract Owner, you are entitled to exercise all rights under your Contract
while the Insured is alive, with the consent of any irrevocable Beneficiary.

BENEFICIARY

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

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<Page>
ASSIGNMENT

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

THE FOLLOWING CONTRACT PROVISIONS MAY VARY BY STATE.

LIMIT ON RIGHT TO CHALLENGE THE CONTRACT

We cannot challenge the validity of your Contract if the Insured was alive after
the Contract had been in force for two years from the Date of Issue.

SUICIDE

The Net Death Benefit will not be paid if the Insured commits suicide within two
years from the Date of Issue. Instead, we will pay the Beneficiary all payments
made for the Contract, without interest, less any Outstanding Loan and partial
withdrawals.

MISSTATEMENT OF AGE OR SEX

If the Insured's Age or sex is not correctly stated in the Contract application,
we will adjust the Death Benefit and the Face Amount under the Contract to
reflect the correct Age and sex. The adjustment will be based upon the ratio of
the maximum payment for the Contract to the maximum payment for the Contract
issued for the correct Age or sex. We will not reduce the Death Benefit to less
than the Guideline Minimum Sum Insured. For a unisex Contract, there is no
adjusted benefit for misstatement of sex.

DELAY OF PAYMENTS

We may delay paying any amounts derived from a payment you made by check until
the check has cleared your bank. Amounts payable from the Variable Account for
surrender, partial withdrawals, Net Death Benefit, Contract loans and transfers
may be postponed whenever:

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

- The SEC restricts trading on the New York Stock Exchange; or

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

We reserve the right to defer amounts payable from the Fixed Account. This delay
may not exceed six months. However, if payment is delayed for 30 days or more,
we will pay interest at least equal to an effective annual yield of 3.0% per
year for the deferment. Amounts from the Fixed Account used to make payments on
Contracts that we or our affiliates issue will not be delayed.

37
<Page>
FEDERAL TAX CONSIDERATIONS

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

THE COMPANY AND THE VARIABLE ACCOUNT

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

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

TAXATION OF THE CONTRACTS

We believe that the Contracts described in this prospectus are life insurance
contracts under Section 7702 of the Code. Section 7702 affects the taxation of
life insurance contracts and places limits on the total amount of premiums and
on the relationship of the Contract Value to the Death Benefit. So long as the
Contracts are life insurance contracts, the Net Death Benefit of the Contract is
excludable from the gross income of the Beneficiary. Also, any increase in
Contract Value is not taxable until received by you or your designee. Although
the Company believes the Contracts are in compliance with Section 7702 of the
Code, the manner in which Section 7702 should be applied to a last survivorship
life insurance contract is not directly addressed by Section 7702. In absence of
final regulations or other guidance issued under Section 7702, there is
necessarily some uncertainty whether a Contract will meet the Section 7702
definition of a life insurance Contract. This is true particularly if the
Contract Owner pays the full amount of payments permitted under the Contract. A
Contract Owner contemplating the payment of such amounts should do so only after
consulting a tax advisor. If a Contract were determined not to be a life
insurance contract under Section 7702, it would not have most of the tax
advantages normally provided by a life insurance contract.

MODIFIED ENDOWMENT CONTRACTS

A life insurance contract is treated as a "modified endowment contract" under
Section 7702A of the Code if it meets the definition of life insurance in
Section 7702 but fails the "seven-pay test" of Section 7702A. The seven-pay test
provides that payments cannot be paid at a rate more rapidly than allowed by the
payment of seven annual payments using specified computational rules provided in
Section 7702A. If the Contract is considered a modified endowment contract,
distributions (including Contract loans, partial withdrawals, surrenders and
assignments) will be taxed on an "income-first" basis and includible in gross
income to the extent that the Surrender Value exceeds the Contract Owner's
investment in the Contract. Any other amounts will be treated as a return of
capital up to the Contract Owner's basis in the Contract. A 10% additional tax
is imposed on that part of any distribution that is includible in income, unless
the distribution is:

- Made after the taxpayer becomes disabled;

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

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

The Company has designed this Contract to meet the definition of a modified
endowment contract.

Any contract received in exchange for a modified endowment contract will also be
a modified endowment contract. However, an exchange under Section 1035 of the
Code of (1) a life insurance contract entered into before June 21, 1988 or
(2) a life insurance contract that is not itself a modified endowment contract,
will not cause the new Contract to be treated as a modified endowment contract
if no additional payments are paid and there is no increase in the death benefit
as a result of the exchange.

All modified endowment contracts issued by the same insurance company to the
same Contract Owner during any calendar period will be treated as a single
modified endowment contract in computing taxable distributions.

CONTRACT LOANS

Consumer interest paid on Contract loans under an individually owned Contract is
not tax deductible. A business may deduct interest on loans up to $50,000
subject to a prescribed maximum amount, provided that the Insured is a "key
person" of that business. The Code defines "key person" to mean an officer or a
20% owner.

You may convert your preferred loan to a non-preferred loan. However, it is
possible that, notwithstanding the conversion, some or all of the loan could be
treated as a taxable withdrawal from the Contract.

DIVERSIFICATION

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

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

VOTING RIGHTS

Where the law requires, we will vote Fund shares that each Sub-Account holds
according to instructions received from Contract Owners with Contract Value in
the Sub-Account. If, under the 1940 Act or its rules, we may vote shares in our
own right, whether or not the shares relate to the Contracts, we reserve the
right to do so.

We will provide each person having a voting interest in a Fund with proxy
materials and voting instructions. We will vote shares held in each Sub-Account
for which no timely instructions are received in proportion to all instructions
received for the Sub-Account. We will also vote in the same proportion our
shares held in the Variable Account that do not relate to the Contracts.

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We will compute the number of votes that a Contract Owner has the right to
instruct on the record date established for the Fund. This number is the
quotient of:

- Each Contract Owner's Contract Value in the Sub-Account, divided by

- The net asset value of one share in the Fund in which the assets of the
Sub-Account are invested.

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

DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

<Table>
<Caption>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------ ----------------------------------------------

Bruce C. Anderson Director (since 1996) and Vice President (since 1984)
Director and Vice President of Director and Vice President First Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate Controller
Vice President and Corporate (since 1998) of First Allmerica
Controller
Mark R. Colborn Director (since 2000) and Vice President (since 1992)
Director and Vice President of First Allmerica
Charles F. Cronin Secretary and Counsel (since 2000) of First
Secretary Allmerica; Counsel (since 1996) of First Allmerica;
Attorney (1991-1996) of Nutter, McClennen & Fish
J. Kendall Huber Director, Vice President and General Counsel (since
Director, Vice President and 2000) of First Allmerica; Vice President (1999) of
General Counsel Promos Hotel Corporation; Vice President and Deputy
General Counsel (1998-1999) of Legg Mason, Inc.; Vice
President and Deputy General Counsel (1995-1998) of
USF&G Corporation
Mark A. Hug Director (since 2001) and Vice President (since 2000)
Director and Vice President of First Allmerica; Senior Vice President of Life and
Annuity Products (1997-1999) for The Equitable Life
Assurance Society
John P. Kavanaugh Director and Chief Investment Officer (since 1996)
Director, Vice President and Chief and Vice President (since 1991) of First Allmerica;
Investment Officer Director (since 1996) and President (since 1995) of
Allmerica Asset Management, Inc.
Mark C. McGivney Vice President (since 1997) and Treasurer (since
Vice President and Treasurer 2000) of First Allmerica; Associate, Investment
Banking (1996-1997) of Merrill Lynch & Co.
John F. O'Brien Director, President and Chief Executive Officer
Director, President and Chief (since 1989) of First Allmerica
Executive Officer
</Table>

40
<Page>

<Table>
<Caption>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------ ----------------------------------------------

Edward J. Parry, III Director and Chief Financial Officer (since 1996),
Director, Vice President and Chief Vice President (since 1993) and Treasurer (1993-2000)
Financial Officer of First Allmerica
Richard M. Reilly Director (since 1996), Vice President (1990-2001) and
Director and Senior Vice President Senior Vice President (since 2001) of First
Allmerica; Senior Vice President (since 2002),
Director (since 1990), President and Chief Executive
Officer (1995-2001) of Allmerica Financial Life
Insurance and Annuity Company; Director and President
(since 1998) of Allmerica Financial Investment
Management Services, Inc.
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First
Director and Vice President Allmerica; Chief Executive Officer (1996 to 1998) of
Travelers Property & Casualty; Senior Vice President
(1993 to 1996) of Aetna Life & Casualty Company
Gregory D. Tranter Director and Vice President (since 2000) of First
Director and Vice President Allmerica; Vice President (1996-1998) of Travelers
Property & Casualty; Director of Geico Team
(1983-1996) of Aetna Life & Casualty
</Table>

DISTRIBUTION

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

The Company pays commissions generally not to exceed 10% of the payment to
broker-dealers which sell the Contracts. Alternative commission schedules are
available with lower initial commission amounts, plus ongoing annual
compensation generally of up to 1.00% of Contract Value. However, the Company
may pay higher commissions under certain circumstances. To the extent permitted
by NASD rules, overrides and promotional incentives or payments may also be
provided to General Agents, independent marketing organizations, and
broker-dealers based on sales volumes, the assumption of wholesaling functions
or other sales-related criteria. Other payments may be made for other services
that do not directly involve the sale of the Contracts. These services may
include the recruitment and training of personnel, production of promotional
literature, and similar services.

We intend to recoup commissions and other sales expenses through a combination
of the contingent surrender charge, distribution expense charge and investment
earnings on amounts allocated under the Contracts to the Fixed Account in excess
of the interest credited on amounts in the Fixed Account. Commissions paid on
the Contracts, including other incentives or payments, are not charged to
Contract Owners or to the Separate Account.

REPORTS

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

- Payments;

- Transfers among Sub-Accounts and the Fixed Account;

41
<Page>
- Partial withdrawals;

- Increases in loan amount or loan repayments;

- Lapse or termination for any reason; and

- Reinstatement.

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

LEGAL PROCEEDINGS

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

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

- The shares of the Fund are no longer available for investment; or

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

Where the 1940 Act or other law requires, we will not substitute any shares
respecting a Contract interest in a Sub-Account without notice to Contract
Owners and prior approval of the SEC and state insurance authorities. The
Variable Account may, as the law allows, purchase other securities for other
contracts or allow a conversion between contracts on a Contract Owner's request.

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

Shares of the Funds are issued to other separate accounts of the Company and its
affiliates that fund variable annuity contracts ("mixed funding"). Shares of the
Funds may also be 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 contract owners or variable
annuity contract owners. The Company and the Funds do not believe that mixed
funding is currently disadvantageous to either variable life insurance contract
owners or variable annuity contract owners. The Company will monitor events to
identify any material conflicts among contract owners because of mixed funding.
If the Company concludes that separate funds should be established for variable
life and variable annuity separate accounts, we will bear the expenses.

42
<Page>
We may change the Contract to reflect a substitution or other change and will
notify Contract Owners of the change. Subject to any approvals the law may
require, the Variable Account or any Sub-Accounts may be:

- Operated as a management company under the 1940 Act;

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

- Combined with other Sub-Accounts or our other separate accounts.

FURTHER INFORMATION

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

MORE INFORMATION ABOUT THE FIXED ACCOUNT

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

GENERAL DESCRIPTION

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

FIXED ACCOUNT INTEREST

We guarantee amounts allocated to the Fixed Account as to principal and a
minimum rate of interest. We will credit amounts allocated to the Fixed Account
with interest at an effective annual yield of at least 4.0%, compounded daily.
"Excess interest" may or may not be credited at our sole discretion. We will
guarantee initial rates on amounts allocated to the Fixed Account, either as a
payment or a transfer, to the next Contract anniversary.

Contract loans may also be made from the Contract Value in the Fixed Account. We
will credit that part of the Contract Value that is equal to any Outstanding
Loan with interest at an effective annual yield of at least 4.0% (5.5% for
preferred loans).

We may delay transfers, surrenders, partial withdrawals, Net Death Benefits and
Contract loans up to six months. However, if payment is delayed for 30 days or
more, we will pay interest at least equal to an effective annual yield of 3.0%
per year for the deferment. Amounts from the Fixed Account used to make payments
on Contracts that we or our affiliates issue will not be delayed.

43
<Page>
TRANSFERS, SURRENDERS, AND PARTIAL WITHDRAWALS

If a Contract is surrendered or if a partial withdrawal is made, a surrender
charge and/or partial withdrawal charge may be imposed. We deduct partial
withdrawals from Contract Value allocated to the Fixed Account on a
last-in/first out basis. This means that the last payments allocated to Fixed
Account will be withdrawn first.

The first 12 transfers in a Contract year are free. After that, we may deduct a
transfer charge not to exceed $25 for each transfer in that Contract year. The
transfer privilege is subject to our consent and to our then current rules.

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of the Company as of December 31, 2001 and
2000 and for each of the three years in the period ended December 31, 2001, and
the financial statements of Separate Account SPVL of the Company as of December
31, 2001 and for the periods indicated, included in this Prospectus constituting
part of this Registration Statement, have been so included in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

FINANCIAL STATEMENTS

Financial Statements for the Company are included in this Prospectus, beginning
immediately after the Appendices. The financial statements of the Company should
be considered only as bearing on our ability to meet our obligations under the
Contract. They should not be considered as bearing on the investment performance
of the assets held in the Variable Account.

44
<Page>
APPENDIX A
GUIDELINE MINIMUM SUM INSURED TABLE

The Guideline Minimum Sum Insured is a percentage of the Contract Value. The
factors for the Guideline Minimum Sum Insured will meet or exceed the
requirements under federal tax regulations, as set forth in the table below. The
Guideline Minimum Sum Insured factors applicable to your contract are set forth
in its specifications pages.

GUIDELINE MINIMUM SUM INSURED

<Table>
<Caption>
Percentage of
Age of Insured Contract
on Date of Death Value
---------------- -----

40 and under............................................ 250%
41...................................................... 245%
42...................................................... 240%
43...................................................... 235%
44...................................................... 220%
45...................................................... 215%
46...................................................... 209%
47...................................................... 203%
48...................................................... 197%
49...................................................... 191%
50...................................................... 185%
51...................................................... 178%
52...................................................... 171%
53...................................................... 164%
54...................................................... 157%
55...................................................... 150%
56...................................................... 146%
57...................................................... 142%
58...................................................... 138%
59...................................................... 134%
60...................................................... 130%
61...................................................... 128%
62...................................................... 126%
63...................................................... 124%
64...................................................... 122%
65...................................................... 120%
70...................................................... 115%
71...................................................... 113%
72...................................................... 111%
73...................................................... 109%
74...................................................... 107%
75-90................................................... 105%
91...................................................... 104%
92...................................................... 103%
93...................................................... 102%
94...................................................... 101%
95 and above............................................ 100%
</Table>

A-1
<Page>
APPENDIX B
OPTIONAL INSURANCE BENEFITS

This Appendix provides only a summary of other optional insurance benefits. For
more information, contact your representative.

GUARANTEED DEATH BENEFIT

This optional benefit provides a Guaranteed Net Death Benefit which is the
greater of (a) the Face Amount as of the Final Payment Date or (b) the Contract
Value as of the date due proof of death is received by the Company, reduced by
any Outstanding Loan through the Contract month in which the Insured dies. If
the Contract Owner pays an initial payment equal to the Guideline Single
Premium, the contract will be issued with the Guaranteed Death Benefit at no
additional charge. The Guaranteed Net Death Benefit may terminate under certain
circumstances. See THE CONTRACT -- "Death Benefit" -- "Guaranteed Death
Benefit."

B-1
<Page>
APPENDIX C
PAYMENT OPTIONS

PAYMENT OPTIONS

On Written Request, the Surrender Value or all or part of any payable Net Death
Benefit may be paid under one or more payment options then offered by the
Company. If you do not make an election, we will pay the benefits in a single
sum. If a payment option is selected, the Beneficiary may pay to us any amount
that would otherwise be deducted from the Death Benefit. A certificate will be
provided to the payee describing the payment option selected.

The amounts payable under a payment option are paid from the Fixed Account.
These amounts are not based on the investment experience of the Variable
Account. The amounts payable under these options, for each $1,000 applied, will
be:

(a) the rate per $1,000 of benefit based on our non-guaranteed current
benefit option rates for this class of Contracts, or

(b) the rate in your Contract for the applicable benefit option, whichever
is greater.

If you choose a benefit option, the Beneficiary may, when filing a proof of
claim, pay us any amount that otherwise would be deducted from the proceeds.

OPTION A: BENEFITS FOR A SPECIFIED NUMBER OF YEARS -- We will make equal
payments for any selected number of years up to 30 years. These payments may be
made annually, semi-annually, quarterly or monthly, whichever you choose.

OPTION B: LIFETIME MONTHLY BENEFIT -- Benefits are based on the age of the
person who receives the money (called the payee) on the date the first payment
will be made. You may choose one of the three following options to specify when
benefits will cease:

- when the payee dies with no further benefits due (Life Annuity);

- when the payee dies but not before the total benefit payments made by us
equals the amount applied under this option (Life Annuity with Installment
Refund); or

- when the payee dies but not before 10 years have elapsed from the date of
the first payment (Life Annuity with payments Guaranteed for 10 years).

OPTION C: INTEREST BENEFITS -- We will pay interest at a rate we determine each
year. It will not be less than 3% per year. We will make payments annually,
semi-annually, quarterly, or monthly, whichever is preferred. These benefits
will stop when the amount left has been withdrawn. If the payee dies, any unpaid
balance plus accrued interest will be paid in a lump sum.

OPTION D: BENEFITS FOR A SPECIFIED AMOUNT -- Interest will be credited to the
unpaid balance and we will make payments until the unpaid balance is gone. We
will credit interest at a rate we determine each year, but not less than 3%. We
will make payments annually, semi-annually, quarterly, or monthly, whichever is
preferred. The benefit level chosen must provide for an annual benefit of at
least 8% of the amount applied.

OPTION E: LIFETIME MONTHLY BENEFITS FOR TWO PAYEES -- We will pay a benefit
jointly to two payees during their joint lifetime. After one payee dies, the
benefits to the survivor will be:

- the same as the original amount, or

- in an amount equal to 2/3 of the original amount.

C-1
<Page>
Benefits are based on the payees' ages on the date the first payment is due.
Benefits will end when the second payee dies.

SELECTION OF PAYMENT OPTIONS

The amount applied under any one option for any one payee must be at least
$5,000. The periodic payment for any one payee must be at least $50. Subject to
the Contract Owner and Beneficiary provisions, any option selection may be
changed before the Net Death Benefit become payable. If you make no selection,
the Beneficiary may select an option when the Net Death Benefit becomes payable.

- If the amount of the monthly benefit under Option B for the age of the
payee is the same for different periods certain, the payee will be
entitled to the longest period certain for the payee's age.

- You may give the Beneficiary the right to change from Option C or D to any
other option at any time. If Option C or D is chosen by the payee when
this Contract becomes a claim, the payee may reserve the right to change
to any other option. The payee who elects to change options must be the
payee under the option selected.

ADDITIONAL DEPOSITS

An additional deposit may be added to any proceeds when they are applied under
Option B and E. We reserve the right to limit the amount of any additional
deposit. We may levy a charge of no more than 3% on any additional deposits.

RIGHTS AND LIMITATIONS

A payee has no right to assign any amount payable under any option, nor to
demand a lump sum benefit in place of any amount payable under Options B or E. A
payee will have the right to receive a lump sum in place of installments under
Option A. The payee must provide us with a Written Request to reserve this
right. If the right to receive a lump sum is exercised, we will determine the
lump sum benefit at the same interest rates used to calculate the installments.
The amount left under Option C and any unpaid balance under Option D, may be
withdrawn only as noted in the Written Request selecting the option.

A corporate or fiduciary payee may select only Option A, C or D, subject to our
approval.

PAYMENT DATES

The first payment under any option, except Option C, will be due on the date
this Contract matures, by death or otherwise, unless another date is designated.
Benefits under Option C begin at the end of the first benefit period.

The last payment under any option will be made as stated in the option's
description. However, if a payee under Options B or E dies before the due date
of the second monthly payment, the amount applied, minus the first monthly
payment, will be paid in a lump sum or under any option other than Option E.
This payment will be made to the surviving payee under Option E or the
succeeding payee under Option B.

BENEFIT RATES

The Benefit Option Tables in your Contract show benefit amounts for Option A, B
and E. If you choose one of these options, either within five years of the date
of surrender or the date the proceeds are otherwise payable, we will apply
either the benefit rates listed in the Tables, or the rates we use on the date
the proceeds are paid, whichever is more favorable. Benefits that begin more
than five years after that date, or as a result of additional deposits, will be
based on the rates we use on the date the first benefit is due.

C-2
<Page>
APPENDIX D
ILLUSTRATIONS OF DEATH BENEFIT, CONTRACT VALUES
AND ACCUMULATED PAYMENTS

The following tables illustrate the way in which a Contract's Death Benefit and
Contract Value could vary over an extended period.

ASSUMPTIONS

The tables illustrate the following Contracts: a Contract issued to a male, age
55, under a standard underwriting class and qualifying for the non-tobacco user
discount; a Contract issued on a unisex basis to an Insured, age 55, under a
standard underwriting class and qualifying for the non-tobacco user discount; a
Second-to-Die Contract issued to a male, age 65, under a standard Underwriting
Class and qualifying for the non-tobacco user discount and a female, age 65,
under a standard Underwriting Class and qualifying for the non-tobacco user
discount; and a Second-to-Die Contract issued on a unisex basis to two Insureds
both age 65, under a standard Underwriting Class and qualifying for the
non-tobacco user discount. The tables illustrate the guaranteed insurance
protection rates and the current insurance protection rates as presently in
effect. On request, we will provide a comparable illustration based on the
proposed Insured's age, sex, and Underwriting Class, and a specified payment.

The tables illustrate Contract Values based on the assumptions that no Contract
loans have been made, that no partial withdrawals have been made, and that no
more than 12 transfers have been made in any Contract year (so that no
transaction or transfer charges have been incurred).

The tables assume that the initial payment is allocated to and remains in the
Variable Account for the entire period shown. They are based on hypothetical
gross investment rates of return for the Fund (i.e., investment income and
capital gains and losses, realized or unrealized) equal to constant gross annual
rates of 0%, 6%, and 12%. The second column of the tables shows the amount that
would accumulate if the initial payment was invested to earn interest (after
taxes) at 5% compounded annually.

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

The hypothetical returns shown in the table do not reflect any charges for
income taxes against the Variable Account since no charges are currently made.
However, if in the future the charges are made, to produce illustrated Death
Benefits and Contract Value, the gross annual investment rate of return would
have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges.

DEDUCTIONS FOR CHARGES
The amounts shown for the Death Proceeds and Contract Values take into account
the deduction from payment for the tax expense charge, the Monthly Deductions
from Contract Value (including the administrative charge (equivalent to 0.20% on
an annual basis), and the distribution charge (equivalent to 0.90% on an annual
basis, for the first ten Contract years only), and the daily charge against the
Variable Account for mortality and expense risks (0.90% on an annual basis). In
both the Current Cost of Insurance Charges illustrations and Guaranteed Cost of
Insurance Charges illustrations, the Variable Account charges currently are
equivalent to an effective annual rate of 0.90% of the average daily value of
the assets in the Variable Account.

D-1
<Page>
EXPENSES OF THE UNDERLYING FUNDS
The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses. These are assumed to be at an annual rate
of 1.10% of the average daily net assets of the Underlying Funds, which is the
approximate average of the expenses of the Underlying Funds in 2001. The actual
fees and expenses of each Underlying Fund vary, and, in 2001, ranged from an
annual rate of 0.49% to an annual rate of 1.84% of average daily net assets. The
fees and expenses associated with the Contract may be more or less than 1.10% in
the aggregate, depending upon how you make allocations of the Contract Value
among the Sub-Accounts.

Through December 31, 2002, Allmerica Financial Investment Management Services,
Inc. ("AFIMS") has declared a voluntary expense limitation of 1.50% of average
net assets for AIT Select International Equity Fund, 1.35% for AIT Select
Aggressive Growth Fund and AIT Select Capital Appreciation Fund, 1.25% for AIT
Select Value Opportunity Fund, 1.20% for AIT Select Growth Fund, AIT Select
Strategic Growth Fund, and AIT Core Equity Fund, 1.10% for AIT Select Growth and
Income Fund, 1.00% for AIT Select Strategic Income Fund, AIT Select Investment
Grade Income Fund, and AIT Government Bond Fund, and 0.60% for AIT Equity Index
Fund and AIT Money Market Fund. In addition, through December 31, 2002, AFIMS
has agreed to voluntarily waive its management fee to the extent that expenses
of the AIT Select Emerging Markets Fund exceed 2.00% of the Fund's average daily
net assets, except that such waiver shall not exceed the net amount of
management fees earned by AFIMS from the Fund after subtracting fees paid by
AFIMS to a sub-advisor. Through December 31, 2002, the AIT Select Value
Opportunity Fund's management fee rate has been voluntarily limited to an annual
rate of 0.90% of average daily net assets, and total expenses are limited to
1.25% of average daily net assets. The total operating expenses of the funds
were less than their respective expense limitations throughout 2001. The
declaration of a voluntary management fee or expense limitation in any year does
not bind AFIMS to declare future expense limitations with respect to these
Funds. The limitations may be terminated at any time.

The advisor of the AIM V.I. Basic Value Funds has contractually agreed to waive
advisory fees or reimburse expenses of Series I and Series II shares to the
extent necessary to limit Total Annual Fund Operating Expenses (excluding Rule
12b-1 Plan fees, if any, interest, taxes, dividend expense on short sales,
extraordinary items and increases in expenses due to expense offset
arrangements, if any) to 1.30%. Further, the Fund's distributor has agreed to
reimburse Rule 12b-1 Distribution Plan fees to the extent necessary to limit
Series II Total Annual Fund Operating Expenses to 1.45%.

As of May 1, 2002, the investment Advisor of AllianceBernstein Small Cap Value
Portfolio and AllianceBernstein Value Portfolio agreed to waive its fee and to
reimburse the additional operating expenses to the extent necessary to limit
Total Operating Expenses on an annual basis to 1.45% of the average daily net
assets. This arrangement may be discontinued at any time. Absent any waiver or
reimbursement in 2001, the Total Operating Expenses would have been 3.17% for
AllianceBernstein Small Cap Value Portfolio and 2.47% for AllianceBernstein
Value Portfolio.

For Fidelity VIP III Value Strategies Portfolio (Service Class 2), Fidelity
Management & Research Company (FMR) has voluntarily agreed to reimburse the
Service Class 2 to the extent that total operating expenses (excluding interest,
taxes, certain securities lending costs, brokerage commissions, and
extraordinary expenses), as a percentage of its average net assets, exceed
1.25%. This arrangement may be discontinued by FMR at any time.

For FT VIP Franklin Small Cap Fund, FT VIP Franklin Small Cap Value Securities
Fund and FT VIP Templeton Foreign Securities Fund, the managers have agreed in
advance to make estimated reductions of 0.08%, 0.03% and 0.01%, respectively, of
their fees to reflect reduced services resulting from the Funds' investments in
a Franklin Templeton money fund. These reductions are required by the Funds'
Board of Trustees and an order by the Securities and Exchange Commission.
Without these reductions, the total annual fund operating expenses are estimated
to be 1.09%, 1.05%, and 1.16%, respectively.

D-2
<Page>
MFS has contractually agreed, subject to reimbursement, to bear the
MFS-Registered Trademark- Mid Cap Growth Series and MFS-Registered Trademark-
New Discovery Series expenses such that "Other Expenses" (after taking into
account the expense offset arrangement described above) do not exceed 0.15%
annually. These contractual fee arrangements will continue until at least
May 1, 2003, unless changed with the consent of the board of trustees which
oversees the series. Absent this reimbursement, Total Expenses would have been
higher and would equal 1.34% for MFS-Registered Trademark- New Discovery Series
and 1.20% for MFS-Registered Trademark- Mid Cap Growth Series.

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

NET ANNUAL RATES OF INVESTMENT
Taking into account the Separate Account mortality and expense risk charge of
0.90%, and the assumed 1.10% charge for Underlying Fund advisory fees and
operating expenses, the gross annual rates of investment return of 0%, 6% and
12% correspond to net annual rates of -2.00%, 4.00% and 10.00%, respectively.

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

UPON REQUEST, THE COMPANY WILL PROVIDE A COMPARABLE ILLUSTRATION BASED UPON THE
PROPOSED INSURED'S AGE AND UNDERWRITING CLASSIFICATION, AND THE REQUESTED FACE
AMOUNT, SUM INSURED OPTION, AND OPTIONAL BENEFITS.

D-3
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SPL II

MALE NONSMOKER AGE 55
SPECIFIED FACE AMOUNT = $74,596

CURRENT COST OF INSURANCE CHARGES

<Table>
<Caption>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ---------------------------- ---------------------------- -----------------------------
CONTRACT AT 5% SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH SURRENDER CONTRACT DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
-------- --------- --------- -------- ------- --------- -------- ------- --------- -------- --------

1 26,250 21,228 23,728 74,596 22,680 25,180 74,596 24,133 26,633 74,596
2 27,563 20,549 22,861 74,596 23,434 25,746 74,596 26,490 28,802 74,596
3 28,941 19,901 22,026 74,596 24,199 26,324 74,596 29,023 31,148 74,596
4 30,388 19,284 21,222 74,596 24,978 26,916 74,596 31,748 33,685 74,596
5 31,907 18,696 20,446 74,596 25,770 27,520 74,596 34,679 36,429 74,596
6 33,502 18,137 19,700 74,596 26,576 28,138 74,596 37,834 39,396 74,596
7 35,178 17,793 18,980 74,596 27,583 28,771 74,596 41,418 42,605 74,596
8 36,936 17,474 18,287 74,596 28,604 29,417 74,596 45,263 46,076 74,596
9 38,783 17,244 17,619 74,596 29,703 30,078 74,596 49,453 49,828 74,596
10 40,722 16,975 16,975 74,596 30,753 30,753 74,596 53,887 53,887 74,596
11 42,758 16,536 16,536 74,596 31,792 31,792 74,596 58,921 58,921 79,543
12 44,896 16,109 16,109 74,596 32,866 32,866 74,596 64,425 64,425 86,330
13 47,141 15,692 15,692 74,596 33,976 33,976 74,596 70,444 70,444 93,690
14 49,498 15,286 15,286 74,596 35,124 35,124 74,596 77,025 77,025 101,673
15 51,973 14,891 14,891 74,596 36,310 36,310 74,596 84,220 84,220 110,329
16 54,572 14,506 14,506 74,596 37,536 37,536 74,596 92,088 92,088 119,714
17 57,300 14,130 14,130 74,596 38,804 38,804 74,596 100,691 100,691 128,884
18 60,165 13,765 13,765 74,596 40,115 40,115 74,596 110,097 110,097 140,924
19 63,174 13,409 13,409 74,596 41,470 41,470 74,596 120,382 120,382 154,089
20 66,332 13,062 13,062 74,596 42,871 42,871 74,596 131,628 131,628 168,484
Age 60 31,907 18,696 20,446 74,596 25,770 27,520 74,596 34,679 36,429 74,596
Age 65 40,722 16,975 16,975 74,596 30,753 30,753 74,596 53,887 53,887 74,596
Age 70 51,973 14,891 14,891 74,596 36,310 36,310 74,596 84,220 84,220 110,329
Age 75 66,332 13,062 13,062 74,596 42,871 42,871 74,596 131,628 131,628 168,484
</Table>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE
FUNDS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED OVER ANY PERIOD. VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE RATES OF RETURN AVERAGED THE HYPOTHETICAL 0%, 6%, AND 12%, BUT
FLUCTUATED ABOVE AND BELOW THE AVERAGE IN INDIVIDUAL CONTRACT YEARS.

D-4
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SPL II

MALE NONSMOKER AGE 55
SPECIFIED FACE AMOUNT = $74,596

GUARANTEED COST OF INSURANCE CHARGES

1 26,250 20,969 23,469 74,596 22,423 24,923 74,596 23,877 26,377 74,596
2 27,563 19,977 22,290 74,596 22,870 25,182 74,596 25,937 28,250 74,596
3 28,941 18,962 21,087 74,596 23,279 25,404 74,596 28,135 30,260 74,596
4 30,388 17,920 19,857 74,596 23,648 25,585 74,596 30,488 32,425 74,596
5 31,907 16,837 18,587 74,596 23,964 25,714 74,596 33,004 34,754 74,596
6 33,502 15,711 17,273 74,596 24,226 25,789 74,596 35,708 37,270 74,596
7 35,178 14,713 15,901 74,596 24,607 25,794 74,596 38,802 39,989 74,596
8 36,936 13,646 14,458 74,596 24,909 25,722 74,596 42,124 42,937 74,596
9 38,783 12,554 12,929 74,596 25,181 25,556 74,596 45,763 46,138 74,596
10 40,722 11,285 11,285 74,596 25,273 25,273 74,596 49,624 49,624 74,596
11 42,758 9,617 9,617 74,596 25,100 25,100 74,596 53,932 53,932 74,596
12 44,896 7,790 7,790 74,596 24,794 24,794 74,596 58,694 58,694 78,650
13 47,141 5,779 5,779 74,596 24,331 24,331 74,596 63,852 63,852 84,924
14 49,498 3,557 3,557 74,596 23,687 23,687 74,596 69,419 69,419 91,633
15 51,973 1,091 1,091 74,596 22,833 22,833 74,596 75,421 75,421 98,802
16 54,572 0 0 74,596 21,721 21,721 74,596 81,881 81,881 106,446
17 57,300 0 0 74,596 20,290 20,290 74,596 88,856 88,856 113,736
18 60,165 0 0 74,596 18,473 18,473 74,596 96,298 96,298 123,262
19 63,174 0 0 74,596 16,171 16,171 74,596 104,203 104,203 133,380
20 66,332 0 0 74,596 13,281 13,281 74,596 112,566 112,566 144,085
Age 60 31,907 16,837 18,587 74,596 23,964 25,714 74,596 33,004 34,754 74,596
Age 65 40,722 11,285 11,285 74,596 25,273 25,273 74,596 49,624 49,624 74,596
Age 70 51,973 1,091 1,091 74,596 22,833 22,833 74,596 75,421 75,421 98,802
Age 75 66,332 0 0 74,596 13,281 13,281 74,596 112,566 112,566 144,085
</Table>

D-5
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SPL II

UNISEX NONSMOKER AGE 55
SPECIFIED FACE AMOUNT = $76,948

CURRENT COST OF INSURANCE CHARGES

1 26,250 21,228 23,728 76,948 22,680 25,180 76,948 24,133 26,633 76,948
2 27,563 20,549 22,861 76,948 23,434 25,746 76,948 26,490 28,802 76,948
3 28,941 19,901 22,026 76,948 24,199 26,324 76,948 29,023 31,148 76,948
4 30,388 19,284 21,222 76,948 24,978 26,916 76,948 31,748 33,685 76,948
5 31,907 18,696 20,446 76,948 25,770 27,520 76,948 34,679 36,429 76,948
6 33,502 18,137 19,700 76,948 26,576 28,138 76,948 37,834 39,396 76,948
7 35,178 17,793 18,980 76,948 27,583 28,771 76,948 41,418 42,605 76,948
8 36,936 17,474 18,287 76,948 28,604 29,417 76,948 45,263 46,076 76,948
9 38,783 17,244 17,619 76,948 29,703 30,078 76,948 49,453 49,828 76,948
10 40,722 16,975 16,975 76,948 30,753 30,753 76,948 53,887 53,887 76,948
11 42,758 16,536 16,536 76,948 31,792 31,792 76,948 58,921 58,921 79,543
12 44,896 16,109 16,109 76,948 32,866 32,866 76,948 64,425 64,425 86,330
13 47,141 15,692 15,692 76,948 33,976 33,976 76,948 70,444 70,444 93,690
14 49,498 15,286 15,286 76,948 35,124 35,124 76,948 77,025 77,025 101,673
15 51,973 14,891 14,891 76,948 36,310 36,310 76,948 84,220 84,220 110,329
16 54,572 14,506 14,506 76,948 37,536 37,536 76,948 92,088 92,088 119,714
17 57,300 14,130 14,130 76,948 38,804 38,804 76,948 100,691 100,691 128,884
18 60,165 13,765 13,765 76,948 40,115 40,115 76,948 110,097 110,097 140,924
19 63,174 13,409 13,409 76,948 41,470 41,470 76,948 120,382 120,382 154,089
20 66,332 13,062 13,062 76,948 42,871 42,871 76,948 131,628 131,628 168,484
Age 60 31,907 18,696 20,446 76,948 25,770 27,520 76,948 34,679 36,429 76,948
Age 65 40,722 16,975 16,975 76,948 30,753 30,753 76,948 53,887 53,887 76,948
Age 70 51,973 14,891 14,891 76,948 36,310 36,310 76,948 84,220 84,220 110,329
Age 75 66,332 13,062 13,062 76,948 42,871 42,871 76,948 131,628 131,628 168,484
</Table>

D-6
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SPL II

UNISEX NONSMOKER AGE 55
SPECIFIED FACE AMOUNT = $76,948

GUARANTEED COST OF INSURANCE CHARGES

1 26,250 20,969 23,469 76,948 22,422 24,922 76,948 23,876 26,376 76,948
2 27,563 19,975 22,288 76,948 22,867 25,179 76,948 25,933 28,246 76,948
3 28,941 18,969 21,094 76,948 23,283 25,408 76,948 28,136 30,261 76,948
4 30,388 17,935 19,873 76,948 23,658 25,596 76,948 30,491 32,428 76,948
5 31,907 16,872 18,622 76,948 23,990 25,740 76,948 33,016 34,766 76,948
6 33,502 15,770 17,333 76,948 24,271 25,833 76,948 35,729 37,292 76,948
7 35,178 14,802 15,989 76,948 24,674 25,862 76,948 38,833 40,020 76,948
8 36,936 13,768 14,581 76,948 25,004 25,816 76,948 42,163 42,976 76,948
9 38,783 12,715 13,090 76,948 25,305 25,680 76,948 45,807 46,182 76,948
10 40,722 11,498 11,498 76,948 25,437 25,437 76,948 49,670 49,670 76,948
11 42,758 9,887 9,887 76,948 25,309 25,309 76,948 53,973 53,973 76,948
12 44,896 8,133 8,133 76,948 25,058 25,058 76,948 58,744 58,744 78,717
13 47,141 6,210 6,210 76,948 24,663 24,663 76,948 63,953 63,953 85,057
14 49,498 4,101 4,101 76,948 24,105 24,105 76,948 69,585 69,585 91,852
15 51,973 1,767 1,767 76,948 23,352 23,352 76,948 75,666 75,666 99,122
16 54,572 0 0 76,948 22,351 22,351 76,948 82,218 82,218 106,883
17 57,300 0 0 76,948 21,063 21,063 76,948 89,305 89,305 114,311
18 60,165 0 0 76,948 19,435 19,435 76,948 96,893 96,893 124,023
19 63,174 0 0 76,948 17,373 17,373 76,948 104,980 104,980 134,374
20 66,332 0 0 76,948 14,781 14,781 76,948 113,566 113,566 145,365
Age 60 31,907 16,872 18,622 76,948 23,990 25,740 76,948 33,016 34,766 76,948
Age 65 40,722 11,498 11,498 76,948 25,437 25,437 76,948 49,670 49,670 76,948
Age 70 51,973 1,767 1,767 76,948 23,352 23,352 76,948 75,666 75,666 99,122
Age 75 66,332 0 0 76,948 14,781 14,781 76,948 113,566 113,566 145,365
</Table>

D-7
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SPL II

MALE NONSMOKER AGE 65
FEMALE NONSMOKER AGE 65
SPECIFIED FACE AMOUNT = $73,207

CURRENT COST OF INSURANCE CHARGES

1 26,250 21,355 23,855 73,207 22,817 25,317 73,207 24,278 26,778 73,207
2 27,563 20,758 23,071 73,207 23,677 25,990 73,207 26,770 29,083 73,207
3 28,941 20,170 22,295 73,207 24,528 26,653 73,207 29,427 31,552 73,207
4 30,388 19,607 21,545 73,207 25,397 27,334 73,207 32,287 34,224 73,207
5 31,907 19,070 20,820 73,207 26,282 28,032 73,207 35,373 37,123 73,207
6 33,502 18,558 20,120 73,207 27,185 28,748 73,207 38,705 40,267 73,207
7 35,178 18,256 19,444 73,207 28,295 29,482 73,207 42,491 43,678 73,207
8 36,936 17,977 18,790 73,207 29,422 30,235 73,207 46,565 47,378 73,207
9 38,783 17,783 18,158 73,207 30,632 31,007 73,207 51,016 51,391 73,207
10 40,722 17,547 17,547 73,207 31,799 31,799 73,207 55,744 55,744 73,207
11 42,758 17,128 17,128 73,207 32,939 32,939 73,207 61,073 61,073 78,174
12 44,896 16,718 16,718 73,207 34,119 34,119 73,207 66,912 66,912 85,648
13 47,141 16,318 16,318 73,207 35,343 35,343 73,207 73,310 73,310 93,836
14 49,498 15,928 15,928 73,207 36,610 36,610 73,207 80,319 80,319 102,808
15 51,973 15,547 15,547 73,207 37,922 37,922 73,207 87,998 87,998 112,637
16 54,572 15,175 15,175 73,207 39,281 39,281 73,207 96,411 96,411 123,406
17 57,300 14,812 14,812 73,207 40,689 40,689 73,207 105,629 105,629 135,205
18 60,165 14,458 14,458 73,207 42,148 42,148 73,207 115,728 115,728 148,132
19 63,174 14,113 14,113 73,207 43,659 43,659 73,207 126,792 126,792 162,294
20 66,332 13,775 13,775 73,207 45,224 45,224 73,207 138,915 138,915 177,811
Age 70 31,907 19,070 20,820 73,207 26,282 28,032 73,207 35,373 37,123 73,207
Age 75 40,722 17,547 17,547 73,207 31,799 31,799 73,207 55,744 55,744 73,207
</Table>

D-8
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SPL II

MALE NONSMOKER AGE 65
FEMALE NONSMOKER AGE 65
SPECIFIED FACE AMOUNT = $73,207

GUARANTEED COST OF INSURANCE CHARGES

1 26,250 21,355 23,855 73,207 22,817 25,317 73,207 24,278 26,778 73,207
2 27,563 20,758 23,071 73,207 23,677 25,990 73,207 26,770 29,083 73,207
3 28,941 20,138 22,263 73,207 24,514 26,639 73,207 29,427 31,552 73,207
4 30,388 19,486 21,424 73,207 25,319 27,257 73,207 32,259 34,196 73,207
5 31,907 18,789 20,539 73,207 26,082 27,832 73,207 35,280 37,030 73,207
6 33,502 18,031 19,594 73,207 26,790 28,353 73,207 38,505 40,067 73,207
7 35,178 17,379 18,566 73,207 27,614 28,801 73,207 42,139 43,326 73,207
8 36,936 16,616 17,429 73,207 28,343 29,156 73,207 46,014 46,827 73,207
9 38,783 15,771 16,146 73,207 29,013 29,388 73,207 50,221 50,596 73,207
10 40,722 14,677 14,677 73,207 29,467 29,467 73,207 54,673 54,673 73,207
11 42,758 13,097 13,097 73,207 29,627 29,627 73,207 59,637 59,637 76,335
12 44,896 11,211 11,211 73,207 29,571 29,571 73,207 64,985 64,985 83,181
13 47,141 8,957 8,957 73,207 29,251 29,251 73,207 70,699 70,699 90,495
14 49,498 6,254 6,254 73,207 28,612 28,612 73,207 76,777 76,777 98,274
15 51,973 2,999 2,999 73,207 27,577 27,577 73,207 83,204 83,204 106,501
16 54,572 0 0 73,207 26,042 26,042 73,207 89,955 89,955 115,142
17 57,300 0 0 73,207 23,862 23,862 73,207 96,985 96,985 124,141
18 60,165 0 0 73,207 20,838 20,838 73,207 104,229 104,229 133,413
19 63,174 0 0 73,207 16,697 16,697 73,207 111,599 111,599 142,847
20 66,332 0 0 73,207 11,069 11,069 73,207 118,995 118,995 152,314
Age 70 31,907 18,789 20,539 73,207 26,082 27,832 73,207 35,280 37,030 73,207
Age 75 40,722 14,677 14,677 73,207 29,467 29,467 73,207 54,673 54,673 73,207
</Table>

D-9
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SPL II

UNISEX NONSMOKER AGE 65
UNISEX NONSMOKER AGE 65
SPECIFIED FACE AMOUNT = $72,969

CURRENT COST OF INSURANCE CHARGES

1 26,250 21,355 23,855 72,969 22,816 25,316 72,969 24,277 26,777 72,969
2 27,563 20,756 23,068 72,969 23,675 25,988 72,969 26,768 29,080 72,969
3 28,941 20,168 22,293 72,969 24,526 26,651 72,969 29,422 31,547 72,969
4 30,388 19,605 21,543 72,969 25,394 27,332 72,969 32,281 34,219 72,969
5 31,907 19,068 20,818 72,969 26,280 28,030 72,969 35,367 37,117 72,969
6 33,502 18,556 20,118 72,969 27,183 28,745 72,969 38,699 40,261 72,969
7 35,178 18,254 19,442 72,969 28,292 29,479 72,969 42,484 43,671 72,969
8 36,936 17,975 18,788 72,969 29,420 30,232 72,969 46,558 47,370 72,969
9 38,783 17,781 18,156 72,969 30,629 31,004 72,969 51,008 51,383 72,969
10 40,722 17,545 17,545 72,969 31,796 31,796 72,969 55,735 55,735 72,969
11 42,758 17,126 17,126 72,969 32,936 32,936 72,969 61,064 61,064 78,162
12 44,896 16,716 16,716 72,969 34,117 34,117 72,969 66,902 66,902 85,635
13 47,141 16,317 16,317 72,969 35,340 35,340 72,969 73,298 73,298 93,822
14 49,498 15,926 15,926 72,969 36,606 36,606 72,969 80,306 80,306 102,792
15 51,973 15,546 15,546 72,969 37,919 37,919 72,969 87,984 87,984 112,620
16 54,572 15,174 15,174 72,969 39,278 39,278 72,969 96,396 96,396 123,387
17 57,300 14,811 14,811 72,969 40,686 40,686 72,969 105,613 105,613 135,184
18 60,165 14,457 14,457 72,969 42,144 42,144 72,969 115,710 115,710 148,109
19 63,174 14,111 14,111 72,969 43,655 43,655 72,969 126,773 126,773 162,269
20 66,332 13,774 13,774 72,969 45,220 45,220 72,969 138,894 138,894 177,784
Age 70 31,907 19,068 20,818 72,969 26,280 28,030 72,969 35,367 37,117 72,969
Age 75 40,722 17,545 17,545 72,969 31,796 31,796 72,969 55,735 55,735 72,969
</Table>

D-10
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SPL II

UNISEX NONSMOKER AGE 65
UNISEX NONSMOKER AGE 65
SPECIFIED FACE AMOUNT = $72,969

GUARANTEED COST OF INSURANCE CHARGES

1 26,250 21,355 23,855 72,969 22,816 25,316 72,969 24,277 26,777 72,969
2 27,563 20,756 23,068 72,969 23,675 25,988 72,969 26,768 29,080 72,969
3 28,941 20,133 22,258 72,969 24,509 26,634 72,969 29,421 31,546 72,969
4 30,388 19,476 21,413 72,969 25,309 27,246 72,969 32,249 34,186 72,969
5 31,907 18,771 20,521 72,969 26,064 27,814 72,969 35,263 37,013 72,969
6 33,502 18,001 19,564 72,969 26,761 28,323 72,969 38,478 40,041 72,969
7 35,178 17,333 18,520 72,969 27,570 28,757 72,969 42,100 43,287 72,969
8 36,936 16,553 17,366 72,969 28,283 29,096 72,969 45,963 46,776 72,969
9 38,783 15,688 16,063 72,969 28,934 29,309 72,969 50,157 50,532 72,969
10 40,722 14,570 14,570 72,969 29,366 29,366 72,969 54,595 54,595 72,969
11 42,758 12,964 12,964 72,969 29,501 29,501 72,969 59,544 59,544 76,217
12 44,896 11,051 11,051 72,969 29,418 29,418 72,969 64,874 64,874 83,039
13 47,141 8,768 8,768 72,969 29,072 29,072 72,969 70,568 70,568 90,327
14 49,498 6,039 6,039 72,969 28,405 28,405 72,969 76,623 76,623 98,078
15 51,973 2,759 2,759 72,969 27,343 27,343 72,969 83,028 83,028 106,275
16 54,572 0 0 72,969 25,782 25,782 72,969 89,756 89,756 114,888
17 57,300 0 0 72,969 23,582 23,582 72,969 96,765 96,765 123,860
18 60,165 0 0 72,969 20,542 20,542 72,969 103,992 103,992 133,110
19 63,174 0 0 72,969 16,394 16,394 72,969 111,352 111,352 142,530
20 66,332 0 0 72,969 10,773 10,773 72,969 118,745 118,745 151,993
Age 70 31,907 18,771 20,521 72,969 26,064 27,814 72,969 35,263 37,013 72,969
Age 75 40,722 14,570 14,570 72,969 29,366 29,366 72,969 54,595 54,595 72,969
</Table>

D-11
<Page>
APPENDIX E
PERFORMANCE INFORMATION

The Contracts were first offered to the public in 2002. However, the Company may
advertise "Total Return" and "Average Annual Total Return" performance
information based on the periods that the Funds have been in existence. The
results for any period prior to the Contracts being offered will be calculated
as if the Contracts had been offered during that period of time, with all
charges assumed to be those applicable to the Sub-Accounts and the Funds.

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

There is no performance information based on Sub-Account inception dates in
Table IA and Table IB because the Sub-Accounts did not begin operations until
the date of this Prospectus. In Table IIA and Table IIB, performance information
is based on the inception dates of the Underlying Funds. In Table IIA,
performance information under the Contracts is net of Fund expenses, Monthly
Deductions and surrender charges. We take a representative Contract Owner and
assume that:

- The Insured is a male Age 55, standard (non-tobacco user) Underwriting
Class;

- The Contract Owner had allocations in each of the Sub-Accounts for the
Fund durations shown; and

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

In Table IIB, the performance information is net of total Fund expenses and all
Sub-Account charges, but does NOT reflect monthly charges under the Contracts or
surrender charges.

We may compare performance information for a Sub-Account in reports and
promotional literature to:

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

- Dow Jones Industrial Average ("DJIA");

- Shearson Lehman Aggregate Bond Index;

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

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

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

- The Consumer Price Index.

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

E-1
<Page>
In advertising, sales literature, publications or other materials, we may give
information on various topics of interest to Contract Owners and prospective
Contract Owners. These topics may include:

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

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

- Customer profiles and hypothetical payment and investment scenarios;

- Financial management and tax and retirement planning; and

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

At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of the Company's relative financial
strength and operating performance in comparison to the norms of the life/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 but
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
Funds.

E-2
<Page>
TABLE IA
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNTS
FOR PERIODS ENDING DECEMBER 31, 2001
SINCE INCEPTION OF SUB-ACCOUNTS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE CONTRACT

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The data is net of expenses of the Funds,
all Sub-Account charges, and all Contract charges (including surrender charges)
for a representative Contract. It is assumed that the Insured is Male, Age 36,
standard (non-tobacco user) underwriting class, that a single payment of $10,000
was made, that the entire payment was allocated to each Sub-Account
individually, and that there was a full surrender of the Contract at the end of
the applicable period.

10 YEARS
SUB-ACCOUNT FOR YEAR OR LIFE OF
INCEPTION ENDED 5 SUB-ACCOUNT
DATE 12/31/01 YEARS (IF LESS)

AIT Core Equity Fund (Service Shares) N/A N/A N/A N/A
AIT Equity Index Fund (Service Shares) N/A N/A N/A N/A
AIT Government Bond Fund (Service Shares) N/A N/A N/A N/A
AIT Money Market Fund (Service Shares) N/A N/A N/A N/A
AIT Select Aggressive Growth Fund (Service Shares) N/A N/A N/A N/A
AIT Select Capital Appreciation Fund (Service
Shares) N/A N/A N/A N/A
AIT Select Emerging Markets Fund (Service Shares) N/A N/A N/A N/A
AIT Select Growth and Income Fund (Service Shares) N/A N/A N/A N/A
AIT Select Growth Fund (Service Shares) N/A N/A N/A N/A
AIT Select International Equity Fund (Service
Shares) N/A N/A N/A N/A
AIT Select Investment Grade Income Fund (Service
Shares) N/A N/A N/A N/A
AIT Select Strategic Growth Fund (Service Shares) N/A N/A N/A N/A
AIT Select Strategic Income Fund (Service Shares) N/A N/A N/A N/A
AIT Select Value Opportunity Fund (Service Shares) N/A N/A N/A N/A
AIM V.I. Aggressive Growth Fund (Series II Shares) N/A N/A N/A N/A
AIM V.I. Basic Value Funds (Series II Shares) N/A N/A N/A N/A
AIM V.I. Blue Chip Fund (Series II Shares) N/A N/A N/A N/A
AIM V.I. Capital Development Fund (Series II
Shares) N/A N/A N/A N/A
AIM V.I. Premier Equity Fund (Series II Shares) N/A N/A N/A N/A
AllianceBernstein Small Cap Value Portfolio
(Class B) N/A N/A N/A N/A
AllianceBernstein Value Portfolio (Class B) N/A N/A N/A N/A
Alliance Growth and Income Portfolio (Class B) N/A N/A N/A N/A
Alliance Premier Growth Portfolio (Class B) N/A N/A N/A N/A
Alliance Technology Portfolio (Class B) N/A N/A N/A N/A
Fidelity VIP Equity-Income Portfolio (Service
Class 2) N/A N/A N/A N/A
Fidelity VIP Growth Portfolio (Service Class 2) N/A N/A N/A N/A
Fidelity VIP II Contrafund-Registered Trademark-
Portfolio (Service Class 2) N/A N/A N/A N/A
Fidelity VIP III Mid Cap Portfolio (Service
Class 2) N/A N/A N/A N/A
Fidelity VIP III Value Strategies Portfolio
(Service Class 2) N/A N/A N/A N/A
FT VIP Franklin Large Cap Growth Securities Fund
(Class 2) N/A N/A N/A N/A
FT VIP Franklin Small Cap Fund (Class 2) N/A N/A N/A N/A
FT VIP Franklin Small Cap Value Securities Fund
(Class 2) N/A N/A N/A N/A
FT VIP Mutual Shares Securities Fund (Class 2) N/A N/A N/A N/A
FT VIP Templeton Foreign Securities Fund
(Class 2) N/A N/A N/A N/A
MFS-Registered Trademark- Mid Cap Growth
Series (Service Class) N/A N/A N/A N/A
MFS-Registered Trademark- New Discovery
Series (Service Class) N/A N/A N/A N/A
MFS-Registered Trademark- Total Return
Series (Service Class) N/A N/A N/A N/A
MFS-Registered Trademark- Utilities
Series (Service Class) N/A N/A N/A N/A
Oppenheimer Capital Appreciation Fund/VA (Service
Shares) N/A N/A N/A N/A
Oppenheimer Global Securities Fund/VA (Service
Shares) N/A N/A N/A N/A
Oppenheimer High Income Fund/VA (Service Shares) N/A N/A N/A N/A
Oppenheimer Main Street Growth & Income Fund/VA
(Service Shares) N/A N/A N/A N/A
Oppenheimer Multiple Strategies Fund/VA
(Service Shares) N/A N/A N/A N/A
</Table>

E-3
<Page>
PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN
TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT MAY BE
ACHIEVED IN THE FUTURE.

E-4
<Page>
TABLE IB
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDING DECEMBER 31, 2001
SINCE INCEPTION OF SUB-ACCOUNT
EXCLUDING MONTHLY CONTRACT CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the
Sub-Accounts have been in existence. The performance information is net of total
Fund expenses and all Sub-Account charges. THE DATA DOES NOT REFLECT MONTHLY
CHARGES UNDER THE CONTRACTS OR SURRENDER CHARGES. It is assumed that a single
premium payment of $10,000 has been made and that the entire payment was
allocated to each Sub-Account individually.

10 YEARS
SUB-ACCOUNT FOR YEAR OR LIFE OF
INCEPTION ENDED 5 SUB-ACCOUNT
DATE 12/31/01 YEARS (IF LESS)

AIT Core Equity Fund (Service Shares) N/A N/A N/A N/A
AIT Equity Index Fund (Service Shares) N/A N/A N/A N/A
AIT Government Bond Fund (Service Shares) N/A N/A N/A N/A
AIT Money Market Fund (Service Shares) N/A N/A N/A N/A
AIT Select Aggressive Growth Fund
(Service Shares) N/A N/A N/A N/A
AIT Select Capital Appreciation Fund
(Service Shares) N/A N/A N/A N/A
AIT Select Emerging Markets Fund (Service Shares) N/A N/A N/A N/A
AIT Select Growth and Income Fund
(Service Shares) N/A N/A N/A N/A
AIT Select Growth Fund (Service Shares) N/A N/A N/A N/A
AIT Select International Equity Fund
(Service Shares) N/A N/A N/A N/A
AIT Select Investment Grade Income Fund
(Service Shares) N/A N/A N/A N/A
AIT Select Strategic Growth Fund (Service Shares) N/A N/A N/A N/A
AIT Select Strategic Income Fund (Service Shares) N/A N/A N/A N/A
AIT Select Value Opportunity Fund
(Service Shares) N/A N/A N/A N/A
AIM V.I. Aggressive Growth Fund (Series II Shares) N/A N/A N/A N/A
AIM V.I. Basic Value Funds (Series II Shares) N/A N/A N/A N/A
AIM V.I. Blue Chip Fund (Series II Shares) N/A N/A N/A N/A
AIM V.I. Capital Development Fund (Series II
Shares) N/A N/A N/A N/A
AIM V.I. Premier Equity Fund (Series II Shares) N/A N/A N/A N/A
AllianceBernstein Small Cap Value Portfolio
(Class B) N/A N/A N/A N/A
AllianceBernstein Value Portfolio (Class B) N/A N/A N/A N/A
Alliance Growth and Income Portfolio (Class B) N/A N/A N/A N/A
Alliance Premier Growth Portfolio (Class B) N/A N/A N/A N/A
Alliance Technology Portfolio (Class B) N/A N/A N/A N/A
Fidelity VIP Equity-Income Portfolio (Service
Class 2) N/A N/A N/A N/A
Fidelity VIP Growth Portfolio (Service Class 2) N/A N/A N/A N/A
Fidelity VIP II Contrafund-Registered Trademark-
Portfolio (Service Class 2) N/A N/A N/A N/A
Fidelity VIP III Mid Cap Portfolio (Service
Class 2) N/A N/A N/A N/A
Fidelity VIP III Value Strategies Portfolio
(Service Class 2) N/A N/A N/A N/A
FT VIP Franklin Large Cap Growth Securities Fund
(Class 2) N/A N/A N/A N/A
FT VIP Franklin Small Cap Fund (Class 2) N/A N/A N/A N/A
FT VIP Franklin Small Cap Value Securities Fund
(Class 2) N/A N/A N/A N/A
FT VIP Mutual Shares Securities Fund (Class 2) N/A N/A N/A N/A
FT VIP Templeton Foreign Securities Fund
(Class 2) N/A N/A N/A N/A
MFS-Registered Trademark- Mid Cap Growth
Series (Service Class) N/A N/A N/A N/A
MFS-Registered Trademark- New Discovery
Series (Service Class) N/A N/A N/A N/A
MFS-Registered Trademark- Total Return
Series (Service Class) N/A N/A N/A N/A
MFS-Registered Trademark- Utilities
Series (Service Class) N/A N/A N/A N/A
Oppenheimer Capital Appreciation Fund/VA
(Service Shares) N/A N/A N/A N/A
Oppenheimer Global Securities Fund/VA
(Service Shares) N/A N/A N/A N/A
Oppenheimer High Income Fund/VA (Service Shares) N/A N/A N/A N/A
Oppenheimer Main Street Growth & Income Fund/VA
(Service Shares) N/A N/A N/A N/A
Oppenheimer Multiple Strategies Fund/VA
(Service Shares) N/A N/A N/A N/A
</Table>

E-5
<Page>
PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN
TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT MAY BE
ACHIEVED IN THE FUTURE.

E-6
<Page>
TABLE IIA
AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDING DECEMBER 31, 2001
SINCE INCEPTION OF THE UNDERLYING FUNDS(1)
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE CONTRACT

The following performance information is based on the periods that the Funds
have been in existence. The data is net of expenses of the Funds, all
Sub-Account charges, and all Contract charges (including surrender charges) for
a representative Contract. It is assumed that the Insured is Male, Age 36,
standard (non-tobacco user) underwriting class, that a single payment of $10,000
was made, that the entire payment was allocated to each Sub-Account
individually, and that there was a full surrender of the Contract at the end of
the applicable period.

10 YEARS
FUND FOR YEAR OR LIFE
INCEPTION ENDED 5 OF FUND
DATE 12/31/01 YEARS (IF LESS)

AIT Core Equity Fund (Service Shares)* 04/29/85 -30.33% 3.36% 7.14%
AIT Equity Index Fund (Service Shares)* 09/28/90 -25.65% 6.01% 9.30%
AIT Government Bond Fund (Service Shares)* 08/26/91 -6.81% 2.06% 3.17%
AIT Money Market Fund (Service Shares)* 04/29/85 -10.02% 0.93% 1.92%
AIT Select Aggressive Growth Fund
(Service Shares)* 08/21/92 -34.83% -3.05% 6.46%
AIT Select Capital Appreciation Fund
(Service Shares)* 04/28/95 -15.21% 7.15% 11.72%
AIT Select Emerging Markets Fund
(Service Shares)* 02/20/98 -22.88% N/A -13.17%
AIT Select Growth and Income Fund
(Service Shares)* 08/21/92 -25.39% 1.45% 6.32%
AIT Select Growth Fund (Service Shares)* 08/21/92 -37.81% 3.45% 6.88%
AIT Select International Equity Fund
(Service Shares)* 05/02/94 -34.67% -1.71% 3.00%
AIT Select Investment Grade Income Fund
(Service Shares)* 04/29/85 -6.51% 2.45% 4.05%
AIT Select Strategic Growth Fund
(Service Shares)* 02/20/98 -42.20% N/A -22.79%
AIT Select Strategic Income Fund
(Service Shares)* 07/03/00 -7.46% N/A -2.84%
AIT Select Value Opportunity Fund
(Service Shares)* 04/30/93 -1.94% 8.56% 10.37%
AIM V.I. Aggressive Growth Fund (Series II
Shares)* 05/01/98 -39.11% N/A -3.20%
AIM V.I. Basic Value Funds (Series II Shares)* 09/10/01 N/A N/A -10.49%
AIM V.I. Blue Chip Fund (Series II Shares)* 12/29/99 -35.73% N/A -24.37%
AIM V.I. Capital Development Fund (Series II
Shares)* 08/22/01 -21.87% N/A -9.73%
AIM V.I. Premier Equity Fund (Series II Shares)* 05/05/93 -26.16% 5.33% 10.07%
AllianceBernstein Small Cap Value Portfolio
(Class B)* 05/01/01 N/A N/A -5.06%
AllianceBernstein Value Portfolio (Class B)* 05/01/01 N/A N/A -12.31%
Alliance Growth and Income Portfolio (Class B)* 01/14/91 -13.78% 10.33% 10.64%
Alliance Premier Growth Portfolio (Class B)* 06/26/92 -30.62% 8.26% 12.39%
Alliance Technology Portfolio (Class B)* 01/11/96 -38.31% 8.11% 8.20%
Fidelity VIP Equity-Income Portfolio (Service
Class 2)* 10/09/86 -19.14% 4.87% 10.32%
Fidelity VIP Growth Portfolio (Service Class 2)* 10/09/86 -31.26% 7.15% 10.12%
Fidelity VIP II Contrafund-Registered Trademark-
Portfolio (Service Class 2)* 01/03/95 -26.08% 5.94% 11.97%
Fidelity VIP III Mid Cap Portfolio (Service
Class 2)* 12/28/98 -17.49% N/A 19.47%
Fidelity VIP III Value Strategies Portfolio
(Service Class 2)* N/A N/A N/A N/A
FT VIP Franklin Large Cap Growth Securities Fund
(Class 2)* 05/01/96 -25.08% 7.43% 8.74%
FT VIP Franklin Small Cap Fund (Class 2)* 11/01/95 -28.74% 6.18% 9.54%
FT VIP Franklin Small Cap Value Securities Fund
(Class 2)* 05/01/98 -0.90% N/A -2.24%
FT VIP Mutual Shares Securities Fund (Class 2)* 11/08/96 -7.37% 5.80% 6.30%
FT VIP Templeton Foreign Securities Fund
(Class 2)* 05/01/92 -29.45% 0.18% 6.51%
MFS-Registered Trademark- Mid Cap Growth
Series (Service Class)* 05/01/00 -30.95% N/A -22.54%
MFS-Registered Trademark- New Discovery
Series (Service Class)* 05/01/98 -18.94% N/A 9.36%
MFS-Registered Trademark- Total Return
Series (Service Class)* 01/03/95 -13.88% 5.95% 9.55%
MFS-Registered Trademark- Utilities
Series (Service Class)* 01/03/95 -37.32% 6.19% 11.11%
Oppenheimer Capital Appreciation Fund/VA
(Service Shares)* 04/03/85 -26.18% 9.85% 11.97%
Oppenheimer Global Securities Fund/VA
(Service Shares)* 11/12/90 -25.67% 11.08% 10.70%
Oppenheimer High Income Fund/VA (Service Shares)* 04/30/86 -12.23% -1.63% 5.65%
Oppenheimer Main Street Growth & Income Fund/VA
(Service Shares)* 07/05/95 -23.86% 2.30% 9.86%
Oppenheimer Multiple Strategies Fund/VA
(Service Shares)* 02/09/87 -11.99% 4.36% 7.10%
</Table>

E-7
<Page>
(1) Many of the Underlying Funds in which the Sub-Accounts invest existed prior
to the date the Sub-Accounts commenced operations. In this table, the
specified period is based on the inception date of each Underlying Fund
rather than the inception date of the Sub-Account. As such, the table
represents what the performance of a Sub-Account would have been if the
Sub-Account had been both in existence and invested in the corresponding
Underlying Fund since the date indicated. In that respect, these numbers are
hypothetical and are not the actual performance numbers for the Sub-Accounts
or the Contract.

* These funds include a charge for 12b-1 fees. For periods beyond the
inception date of the Sub-Accounts, these hypothetical performance figures
are based upon the historical performance of the non 12b-1 class of shares,
but adjusted to reflect the effect of the 12b-1 fee on performance.

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

E-8
<Page>
TABLE IIB
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDING DECEMBER 31, 2001
SINCE INCEPTION OF UNDERLYING FUNDS(1)
EXCLUDING MONTHLY CONTRACT CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the Funds
have been in existence. The performance information is net of total Fund
expenses and all Sub-Account charges. The data does NOT reflect monthly charges
under the Contracts or surrender charges. It is assumed that a single premium
payment of $10,000 has been made and that the entire payment was allocated to
each Sub-Account individually.

10 YEARS
FUND FOR YEAR OR LIFE
INCEPTION ENDED 5 OF FUND
DATE 12/31/01 YEARS (IF LESS)

AIT Core Equity Fund (Service Shares)* 04/29/85 -17.81% 6.56% 9.03%
AIT Equity Index Fund (Service Shares)* 09/28/90 -12.99% 9.16% 11.23%
AIT Government Bond Fund (Service Shares)* 08/26/91 6.45% 5.30% 4.99%
AIT Money Market Fund (Service Shares)* 04/29/85 3.13% 4.21% 3.72%
AIT Select Aggressive Growth Fund
(Service Shares)* 08/21/92 -22.46% 0.37% 8.41%
AIT Select Capital Appreciation Fund
(Service Shares)* 04/28/95 -2.23% 10.26% 14.21%
AIT Select Emerging Markets Fund
(Service Shares)* 02/20/98 -10.13% N/A -8.44%
AIT Select Growth and Income Fund
(Service Shares)* 08/21/92 -12.72% 4.71% 8.28%
AIT Select Growth Fund (Service Shares)* 08/21/92 -25.54% 6.65% 8.84%
AIT Select International Equity Fund
(Service Shares)* 05/02/94 -22.29% 1.66% 5.28%
AIT Select Investment Grade Income Fund
(Service Shares)* 04/29/85 6.75% 5.68% 5.89%
AIT Select Strategic Growth Fund
(Service Shares)* 02/20/98 -30.06% N/A -17.17%
AIT Select Strategic Income Fund
(Service Shares)* 07/03/00 5.77% N/A 7.33%
AIT Select Value Opportunity Fund
(Service Shares)* 04/30/93 11.46% 11.65% 12.47%
AIM V.I. Aggressive Growth Fund (Series II
Shares)* 05/01/98 -26.87% N/A 1.17%
AIM V.I. Basic Value Funds (Series II Shares)* 09/10/01 N/A N/A 1.50%
AIM V.I. Blue Chip Fund (Series II Shares)* 12/29/99 -23.39% N/A -16.56%
AIM V.I. Capital Development Fund (Series II
Shares)* 08/22/01 -9.09% N/A 3.91%
AIM V.I. Premier Equity Fund (Series II Shares)* 05/05/93 -13.52% 8.48% 12.16%
AllianceBernstein Small Cap Value Portfolio
(Class B)* 05/01/01 N/A N/A 10.77%
AllianceBernstein Value Portfolio (Class B)* 05/01/01 N/A N/A -0.41%
Alliance Growth and Income Portfolio (Class B)* 01/14/91 -0.74% 13.40% 12.60%
Alliance Premier Growth Portfolio (Class B)* 06/26/92 -18.12% 11.36% 14.41%
Alliance Technology Portfolio (Class B)* 01/11/96 -26.05% 11.21% 10.94%
Fidelity VIP Equity-Income Portfolio (Service
Class 2)* 10/09/86 -6.27% 8.04% 12.27%
Fidelity VIP Growth Portfolio (Service Class 2)* 10/09/86 -18.77% 10.26% 12.06%
Fidelity VIP II Contrafund-Registered Trademark-
Portfolio (Service Class 2)* 01/03/95 -13.43% 9.09% 14.37%
Fidelity VIP III Mid Cap Portfolio (Service
Class 2)* 12/28/98 -4.57% N/A 23.99%
Fidelity VIP III Value Strategies Portfolio
(Service Class 2)* N/A N/A N/A N/A
FT VIP Franklin Large Cap Growth Securities Fund
(Class 2)* 05/01/96 -12.40% 10.54% 11.58%
FT VIP Franklin Small Cap Fund (Class 2)* 11/01/95 -16.18% 9.31% 12.20%
FT VIP Franklin Small Cap Value Securities Fund
(Class 2)* 05/01/98 12.54% N/A 2.09%
FT VIP Mutual Shares Securities Fund (Class 2)* 11/08/96 5.86% 8.95% 9.38%
FT VIP Templeton Foreign Securities Fund
(Class 2)* 05/01/92 -16.91% 3.48% 8.43%
MFS-Registered Trademark- Mid Cap Growth
Series (Service Class)* 05/01/00 -18.46% N/A -13.23%
MFS-Registered Trademark- New Discovery
Series (Service Class)* 05/01/98 -6.07% N/A 13.36%
MFS-Registered Trademark- Total Return
Series (Service Class)* 01/03/95 -0.85% 9.10% 11.96%
MFS-Registered Trademark- Utilities
Series (Service Class)* 01/03/95 -25.03% 9.32% 13.51%
Oppenheimer Capital Appreciation Fund/VA
(Service Shares)* 04/03/85 -13.54% 12.92% 13.94%
Oppenheimer Global Securities Fund/VA
(Service Shares)* 11/12/90 -13.01% 14.13% 12.66%
Oppenheimer High Income Fund/VA (Service Shares)* 04/30/86 0.85% 1.74% 7.51%
Oppenheimer Main Street Growth & Income Fund/VA
(Service Shares)* 07/05/95 -11.15% 5.54% 12.42%
Oppenheimer Multiple Strategies Fund/VA
(Service Shares)* 02/09/87 1.10% 7.54% 8.99%
</Table>

E-9
<Page>
(1) Many of the Underlying Funds in which the Sub-Accounts invest existed prior
to the date the Sub-Accounts commenced operations. In this table, the
specified period is based on the inception date of each Underlying Fund
rather than the inception date of the Sub-Account. As such, the table
represents what the performance of a Sub-Account would have been if the
Sub-Account had been both in existence and invested in the corresponding
Underlying Fund since the date indicated. In that respect, these numbers are
hypothetical and are not the actual performance numbers for the Sub-Accounts
or the Contract.

E-10
<Page>
FIRST ALLMERICA
FINANCIAL LIFE
INSURANCE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS) 2002 2001
------------- ------ ------

REVENUES
Premiums................................... $ 24.5 $ 25.5
Universal life and investment product
policy fees.............................. 96.0 100.4
Net investment income...................... 97.1 108.1
Net realized investment losses............. (16.0) (6.5)
Income on derivative instruments........... 16.3 --
Other income............................... 20.6 26.2
------ ------
Total revenues......................... 238.5 253.7
------ ------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
adjustment expenses...................... 115.2 118.8
Policy acquisition expenses................ 6.8 19.6
Other operating expenses................... 86.4 73.3
------ ------
Total benefits, losses and expenses.... 208.4 211.7
------ ------
Income from continuing operations before
federal income taxes.......................... 30.1 42.0
------ ------
FEDERAL INCOME TAX EXPENSE (BENEFIT):
Current.................................... 8.7 (8.2)
Deferred................................... (3.8) 15.3
------ ------
Total federal income tax expense....... 4.9 7.1
------ ------
Income from continuing operations before
cumulative effect of change in accounting
principle..................................... 25.2 34.9
Cumulative effect of change in accounting
principle (less applicable income tax benefit
of $1.0 M for the quarter ended March 31,
2002)......................................... (1.6) (3.2)
------ ------
Net income..................................... $ 23.6 $ 31.7
====== ======
</Table>

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

F-2
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
(UNAUDITED) (AUDITED)
MARCH 31, DECEMBER 31,
(IN MILLIONS) 2002 2001
------------- ----------- -------------

ASSETS
Investments:
Fixed maturities at fair value (amortized cost of
$4,496.9 and $4,366.3)............................ $ 5,731.0 $ 6,057.1
Equity securities at fair value (cost of $53.5 and
$44.1)............................................ 38.1 37.1
Mortgage loans...................................... 224.9 226.6
Policy loans........................................ 375.4 379.6
Real estate and other long-term investments......... 164.8 158.8
--------- ---------
Total investments............................... 6,534.2 6,859.2
--------- ---------
Cash and cash equivalents............................. 186.7 154.1
Accrued investment income............................. 107.3 97.0
Deferred policy acquisition costs..................... 1,674.9 1,588.4
Reinsurance receivable on paid and unpaid losses,
benefits and unearned premiums...................... 420.7 431.5
Premiums, accounts and notes receivable............... 2.7 2.7
Deferred federal income taxes......................... 2.5 --
Other assets.......................................... 353.3 356.1
Separate account assets............................... 15,085.9 14,838.4
--------- ---------
Total assets.................................... $24,368.2 $24,327.4
========= =========
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.............................. $ 4,176.1 $ 4,099.6
Outstanding claims, losses.......................... 107.1 105.9
Unearned premiums................................... 4.9 4.9
Contractholder deposit funds and other policy
liabilities....................................... 1,338.1 1,745.9
--------- ---------
Total policy liabilities and accruals........... 5,626.2 5,956.3
--------- ---------
Expenses and taxes payable............................ 667.5 557.1
Reinsurance premiums payable.......................... 5.6 12.7
Trust instruments supported by funding obligations.... 1,570.4 1,518.6
Deferred federal income taxes......................... -- 24.7
Separate account liabilities.......................... 15,085.9 14,838.4
--------- ---------
Total liabilities............................... 22,955.6 22,907.8
--------- ---------
Commitments and contingencies (Note 10)
SHAREHOLDER'S EQUITY
Common stock, $10 par value, 1 million shares
authorized, 500,001 shares issued and outstanding... 5.0 5.0
Additional paid-in capital............................ 609.0 599.0
Accumulated other comprehensive (loss) income......... (35.1) 5.5
Retained earnings..................................... 833.7 810.1
--------- ---------
Total shareholder's equity...................... 1,412.6 1,419.6
--------- ---------
Total liabilities and shareholder's equity...... $24,368.2 $24,327.4
========= =========
</Table>

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

F-3
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

<Table>
<Caption>
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS) 2002 2001
------------- -------- --------

COMMON STOCK................................... $ 5.0 $ 5.0
-------- --------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period............. 599.0 569.0
Capital contribution from parent........... 10.0 --
-------- --------
Balance at end of period................... 609.0 569.0
-------- --------
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Net unrealized appreciation (depreciation)
on investments:
Balance at beginning of period............. 21.0 (8.7)
Appreciation (depreciation) during the
period:
Net (depreciation) appreciation on
available-for-sale securities and
derivative instruments................. (62.5) 68.2
Benefit (provision) for deferred federal
income taxes........................... 21.9 (23.9)
-------- --------
(40.6) 44.3
-------- --------
Balance at end of period................... (19.6) 35.6
-------- --------
Minimum pension liability:
Balance at end of period................... (15.5) --
-------- --------
Total accumulated other comprehensive
(loss) income............................ (35.1) 35.6
-------- --------
RETAINED EARNINGS
Balance at beginning of period............. 810.1 773.7
Net income................................. 23.6 31.7
-------- --------
Balance at end of period................... 833.7 805.4
-------- --------
Total shareholder's equity............. $1,412.6 $1,415.0
======== ========
</Table>

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

F-4
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<Table>
<Caption>
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS) 2002 2001
------------- ------ ------

Net income.................................. $ 23.6 $ 31.7
------ ------
Increase in minimum pension liability:
Net appreciation (depreciation) on
available-for-sale securities and
derivative instruments................ (62.5) 68.2
Benefit (provision) for deferred federal
income taxes.......................... 21.9 (23.9)
------ ------
Other comprehensive income (loss)..... (40.6) 44.3
------ ------
Comprehensive income........................ $(17.0) $ 76.0
====== ======
</Table>

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

F-5
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS) 2002 2001
------------- ------- -------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................. $ 23.6 $ 31.7
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Net realized losses................. 16.0 6.5
Losses on derivative instruments.... (16.3) --
Net amortization and depreciation... 5.0 3.5
Deferred federal income taxes....... (3.8) 15.3
Change in deferred acquisition
costs............................. (71.9) (13.7)
Change in premiums and notes
receivable, net of reinsurance.... -- 17.0
Change in accrued investment
income............................ (10.3) (4.7)
Change in policy liabilities and
accruals, net..................... 63.3 146.9
Change in reinsurance receivable.... 10.8 11.9
Change in reinsurance payable....... (7.1) (5.7)
Change in expenses and taxes
payable........................... 140.8 (21.1)
Other, net.......................... (15.5) (29.5)
------- -------
Net cash (used in) provided by
operating activities.......... 134.6 158.1
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and
maturities of available-for-sale
fixed maturities.................. 585.5 223.9
Proceeds from disposals of equity
securities........................ 0.5 --
Proceeds from disposals of other
investments....................... 5.2 22.1
Proceeds from mortgages matured or
collected......................... 2.1 16.2
Purchase of available-for-sale fixed
maturities........................ (338.1) (333.8)
Purchase of equity securities....... (0.5) (9.5)
Purchase of other investments....... (11.0) (7.8)
Capital expenditures................ (1.7) (3.3)
Other investing activities, net..... (16.4) --
------- -------
Net cash used in investing
activities.................... 225.6 (92.2)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to
contractholder deposit funds...... 105.5 47.2
Withdrawals from contractholder
deposit funds..................... (484.6) (227.9)
Deposits and interest credited to
trust instruments supported by
funding obligations............... 45.1 716.5
Withdrawals from trust instruments
supported by funding
obligations....................... (31.5) --
Change in short-term debt........... 37.9 --
------- -------
Net cash provided by financing
activities.................... (327.6) 535.8
------- -------
Net change in cash and cash equivalents..... 32.6 601.7
Cash and cash equivalents, beginning of
period..................................... 154.1 124.9
------- -------
Cash and cash equivalents, end of period.... $ 186.7 $ 726.6
======= =======
</Table>

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

F-6
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited consolidated financial statements of First Allmerica
Financial Life Insurance Company ("FAFLIC" or the "Company") have been prepared
in accordance with generally accepted accounting principles for interim
financial information.

The interim consolidated financial statements of First Allmerica Financial Life
Insurance Company ("FAFLIC", or the "Company"), a wholly-owned subsidiary of
Allmerica Financial Corporation ("AFC"), include the accounts of its
wholly-owned life insurance subsidiary, Allmerica Financial Life Insurance and
Annuity Company ("AFLIAC") and its non-insurance subsidiaries (principally
brokerage and investment advisory subsidiaries), Advantage Insurance
Network, Inc., and Allmerica Trust Company, N.A. All significant intercompany
accounts and transactions have been eliminated.

The accompanying interim consolidated financial statements reflect, in the
opinion of the Company's management, all adjustments necessary for a fair
presentation of the financial position and results of operations. The results of
operations for the three months ended March 31, 2002, are not necessarily
indicative of the results to be expected for the full year. These financial
statements should be read in conjunction with the Company's 2001 Annual Audited
Financial Statements.

2. NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS
("Statement No. 142"), which requires that goodwill and intangible assets that
have indefinite useful lives no longer be amortized over their useful lives, but
instead be tested at least annually for impairment. Intangible assets that have
finite useful lives will continue to be amortized over their useful lives. In
addition, the statement provides specific guidance for testing the impairment of
intangible assets. Additional financial statement disclosures about goodwill and
other intangible assets, including changes in the carrying amount of goodwill,
carrying amounts by classification of amortized and non-amortized assets, and
estimated amortization expenses for the next five years, are also required. This
statement became effective for fiscal years beginning after December 15, 2001
for all goodwill and other intangible assets held at the date of adoption. The
Company adopted Statement No. 142 on January 1, 2002. In accordance with the
transition provisions of this statement, the Company recorded a $1.6 million
charge, net-of-taxes, in earnings, to recognize the impairment of goodwill
related to two of its non-insurance subsidiaries. The Company utilized a
discounted cash flow model to value these subsidiaries.

Effective January 1, 2002, the Company ceased its amortization of goodwill in
accordance with Statement No. 142. Amortization expense in the first quarter of
2001 was $0.1 million, net-of-taxes. In accordance with

F-7
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

2. NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Statement No. 142, the following table provides income before the cumulative
effect of a change in accounting principle and net income as of March 31, 2002
and 2001, as reported and adjusted as if the Company had ceased amortizing
goodwill effective January 1, 2001.

<Table>
<Caption>
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS, EXCEPT PER SHARE DATA) 2002 2001
- ------------------------------------ ----- -----

Reported income before cumulative effect of change in
accounting principle....................................... $25.2 $34.9
Goodwill amortization................................... -- 0.1
----- -----
Adjusted income before cumulative effect of change in
accounting principle....................................... $25.2 35.0
===== =====
Reported net income......................................... $23.6 31.7
Goodwill amortization................................... -- 0.1
----- -----
Adjusted net income......................................... $23.6 $31.8
===== =====
</Table>

3. DISCONTINUED OPERATIONS

During the second quarter of 1999, the Company approved a plan to exit its group
life and health insurance business, consisting of its Employee Benefit Services
("EBS") business, its Affinity Group Underwriters ("AGU") business and its
accident and health assumed reinsurance pool business ("reinsurance pool
business"). During the third quarter of 1998, the Company ceased writing new
premiums in the reinsurance pool business, subject to certain contractual
obligations. Prior to 2000, these businesses comprised substantially all of the
former Corporate Risk Management Services segment. Accordingly, the operating
results of the discontinued segment, including its reinsurance pool business,
have been reported in the Consolidated Statements of Income as discontinued
operations in accordance with Accounting Principles Board Opinion No. 30,
REPORTING THE RESULTS OF OPERATIONS -- REPORTING THE EFFECTS OF DISPOSAL OF A
SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING
EVENTS AND TRANSACTIONS ("APB Opinion No. 30"). In the third quarter of 1999,
the operating results from the discontinued segment were adjusted to reflect the
recording of additional reserves related to accident claims from prior years.
The Company also recorded a $30.5 million loss, net of taxes, on the disposal of
this segment, consisting of after tax losses from the run-off of the group life
and health business of approximately $46.9 million, partially offset by net
proceeds from the sale of the EBS business of approximately $16.4 million.
Subsequent to a measurement date of June 30, 1999, approximately $8.5 million of
the aforementioned $46.9 million loss has been generated from the operations of
the discontinued business.

In March of 2000, the Company transferred its EBS business to Great-West Life
and Annuity Insurance Company of Denver and received consideration of
approximately $27 million, based on renewal rights for existing policies. The
Company retained policy liabilities estimated at $83.3 million at March 31, 2002
related to this business.

As permitted by APB Opinion No. 30, the Consolidated Balance Sheets have not
been segregated between continuing and discontinued operations. At March 31,
2002 and 2001, the discontinued segment had assets of approximately $313.0
million and $448.7 million, respectively, consisting primarily of invested
assets and reinsurance recoverables, and liabilities of approximately $369.1
million and $432.7 million, respectively, consisting primarily of policy
liabilities. Revenues for the discontinued operations were $6.8 million and $9.0
million for the quarters ended March 31, 2002 and 2001, respectively.

F-8
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

4. SIGNIFICANT TRANSACTIONS

In the fourth quarter of 2001, the Company recognized a pre-tax charge of $2.7
million related to severance and other employee related costs resulting from the
reorganization of its technology support group. Approximately 82 positions have
been eliminated as a result of this restructuring plan, of which 81 employees
have been terminated as of March 31, 2002. The Company has made payments of $2.1
million related to this restructuring plan as of March 31, 2002.

In December 2001, AFC declared a $30.0 million contribution of capital
consisting of approximately $23.3 million of fixed maturity securities and $6.7
million of cash paid in February 2002.

In March 2002, the company's parent, AFC, declared a $10.0 million contribution
of capital consisting of approximately $9.4 million of fixed maturity securities
and $.6 million of cash paid in the second quarter of 2002.

5. FEDERAL INCOME TAXES

Federal income tax expense for the three months ended March 31, 2002 and 2001,
has been computed using estimated effective tax rates. These rates are revised,
if necessary, at the end of each successive interim period to reflect the
current estimates of the annual effective tax rates.

6. CLOSED BLOCK

Summarized financial information of the Closed Block is as follows for the
periods indicated:

<Table>
<Caption>
(UNAUDITED)
MARCH 31, DECEMBER 31,
(IN MILLIONS) 2002 2001
- ------------- ----------- -------------

Assets
Fixed maturities-at fair value (amortized cost of $514.3 and $498.1)..... $509.3 $504.2
Mortgage loans........................................................... 55.2 55.7
Policy loans............................................................. 179.0 182.1
Cash and cash equivalents................................................ -- 9.2
Accrued investment income................................................ 14.9 14.6
Deferred policy acquisition costs........................................ 9.6 10.4
Other assets............................................................. 12.4 6.2
------ ------
Total assets............................................................... $780.4 $782.4
====== ======
Liabilities
Policy liabilities and accruals.......................................... $805.0 $798.2
Policyholder dividends................................................... 15.2 30.7
------ ------
Other liabilities........................................................ 18.8 7.0
------ ------
Total liabilities.......................................................... $839.0 $835.9
====== ======
Excess of Closed Block liabilities over assets designated to the Closed
Block..................................................................... $ 58.6 $ 53.5
Amounts included in other comprehensive income:
Net unrealized investment losses, net of deferred federal income tax
Benefit of $5.7 million and $8.8 million.................................. (10.6) (16.4)
------ ------
Maximum future earnings to be recognized from Closed Block Assets and
liabilities............................................................... $ 48.0 $ 37.1
====== ======
</Table>

F-9
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

6. CLOSED BLOCK (CONTINUED)

<Table>
<Caption>
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS) 2002 2001
- ------------- ----- -----

Revenues
Premiums................................................................. $24.4 $25.1
Net investment income.................................................... 12.9 14.0
Net realized investment losses........................................... (0.1) --
----- -----
Total revenues............................................................. 37.2 39.1
----- -----
Benefits and expenses
Policy benefits.......................................................... 33.9 33.5
Policy acquisition expenses.............................................. 0.5 --
Other operating expenses................................................. 0.3 0.3
----- -----
Total benefits and expenses................................................ 34.7 33.8
----- -----
Contribution from the Closed Block......................................... $ 2.5 $ 5.3
===== =====
</Table>

Many expenses related to Closed Block operations are charged to operations
outside the Closed Block; accordingly, the contribution from the Closed Block
does not represent the actual profitability of the Closed Block operations.
Operating costs and expenses outside of the Closed Block are, therefore,
disproportionate to the business outside the Closed Block.

7. SEGMENT INFORMATION

The Company offers financial products and services through its Asset
Accumulation group. Within this broad area the Company conducts business
principally in two operating segments. These segments are Allmerica Financial
Services and Allmerica Asset Management. The separate financial information of
each segment is presented consistent with the way results are regularly
evaluated by the chief operating decision maker in deciding how to allocate
resources and in assessing performance. A summary of the Company's reportable
segments is included below.

In addition to the two operating segments, the Company has a Corporate segment,
which consists primarily of cash, investments, corporate debt, and corporate
overhead expenses. Corporate overhead expenses reflect costs not attributable to
a particular segment, such as those generated by certain officers and directors,
technology, finance, human resources and legal.

F-10
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

7. SEGMENT INFORMATION (CONTINUED)

Management evaluates the results of the aforementioned segments based on a
pre-tax and pre-minority interest basis. Segment income is determined by
adjusting net income for net realized investment gains and losses, gains and
losses on derivative instruments, net gains and losses on disposals of
businesses, discontinued operations, extraordinary items, the cumulative effect
of accounting changes and certain other items which management believes are not
indicative of overall operating trends. While these items may be significant
components in understanding and assessing the Company's financial performance,
management believes that the presentation of segment income enhances its
understanding of the Company's results of operations by highlighting net income
attributable to the normal, recurring operations of the business. However,
segment income should not be construed as a substitute for net income determined
in accordance with generally accepted accounting principles.

Summarized below is financial information with respect to business segments for
the periods indicated.

<Table>
<Caption>
(UNAUDITED)
QUARTER ENDED
MARCH 31,
(IN MILLIONS) 2002 2001
- ------------- -------- --------

Segment revenues:
Asset Accumulation
Allmerica Financial Services............................ $212.0 $221.1
Allmerica Asset Management.............................. 42.5 39.1
------ ------
Subtotal............................................ 254.5 260.2
------ ------
Intersegment revenues..................................... -- --
------ ------
Total segment revenues including Closed Block........... 254.5 260.2
Adjustments to segment revenues:
Net realized (losses) gains........................... (16.0) (6.5)
------ ------
Total revenues.......................................... $238.5 $253.7
====== ======
Segment income (loss) before income taxes and minority
interest:
Asset Accumulation
Allmerica Financial Services............................ $ 29.0 $ 45.6
Allmerica Asset Management.............................. 2.6 4.7
------ ------
Subtotal............................................ 31.6 50.3
------ ------
Corporate............................................... (7.8) (3.8)
------ ------
Segment income before income taxes and minority
interest............................................ 23.8 46.5
Adjustments to segment income:
Net realized investment gains, net of amortization...... (13.2) (4.5)
Derivatives............................................. 16.3 --
------ ------
Income from continuing operations before taxes and
minority Interest....................................... $ 26.9 $ 42.0
====== ======
</Table>

F-11
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

7. SEGMENT INFORMATION (CONTINUED)

<Table>
<Caption>
(UNAUDITED) (UNAUDITED)
MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31,
(IN MILLIONS) 2002 2001 2002 2001
- ------------- ----------- ------------- ----------- -------------
IDENTIFIABLE ASSETS DEFERRED ACQUISITION COSTS

Risk Management............................. $ 272.2 $ 359.4 $ 3.1 $ 3.2
Asset Accumulation
Allmerica Financial Services.............. 21,697.0 21,163.0 1,671.8 1,585.2
Allmerica Asset Management................ 2,399.0 2,805.0 -- --
--------- --------- -------- --------
Subtotal.............................. 24,096.0 23,968.0 1,671.8 1,585.2
--------- --------- -------- --------
Total................................... $24,368.2 $24,327.4 $1,674.9 $1,588.4
========= ========= ======== ========
</Table>

8. COMMITMENTS AND CONTINGENCIES

LITIGATION

In 1997, a lawsuit on behalf of a putative class was instituted against the
Company alleging fraud, unfair or deceptive acts, breach of contract,
misrepresentation, and related claims in the sale of life insurance policies. In
November 1998, the Company and the plaintiffs entered into a settlement
agreement and in May 1999 the Federal District Court in Worcester, Massachusetts
approved the settlement agreement and certified the class for this purpose.
FAFLIC recognized a $31.0 million pre-tax expense in 1998 related to this
litigation. In 2001, the company recognized a pre-tax benefit of $7.7 million
resulting from the refinement of cost estimates. Although the Company believes
that it has appropriately recognized its obligation under the settlement, this
estimate may be revised based on the amount of reimbursement actually tendered
by the Company's insurance carriers, based on changes in the Company's estimate
of the ultimate cost of the benefits to be provided to members of the class.

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

F-12
<Page>
FIRST ALLMERICA
FINANCIAL LIFE
INSURANCE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
<Page>
REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income, shareholder's equity
and cash flows present fairly, in all material respects, the financial position
of First Allmerica Financial Life Insurance Company and its subsidiaries at
December 31, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for derivative instruments in 2001.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
February 15, 2002
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
------------- ------ -------- --------

REVENUES
Premiums................................... $ 49.0 $ 52.0 $1,006.6
Universal life and investment product
policy fees.............................. 391.6 421.1 359.3
Net investment income...................... 433.2 421.4 556.9
Net realized investment (losses) gains..... (86.6) (67.8) 99.7
Other income............................... 86.1 101.3 95.5
------ -------- --------
Total revenues......................... 873.3 928.0 2,118.0
------ -------- --------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
adjustment expenses...................... 414.3 418.9 1,147.3
Policy acquisition expenses................ 77.5 83.4 243.3
Losses on derivative instruments........... 35.2 -- --
Restructuring costs........................ -- 11.0 --
Other operating expenses................... 321.2 272.0 346.4
------ -------- --------
Total benefits, losses and expenses.... 848.2 785.3 1,737.0
------ -------- --------
Income from continuing operations before
federal income taxes.......................... 25.1 142.7 381.0
------ -------- --------
FEDERAL INCOME TAX (BENEFIT) EXPENSE
Current.................................... (1.5) (33.8) 88.7
Deferred................................... (13.0) 50.1 4.3
------ -------- --------
Total federal income tax expense....... (14.5) 16.3 93.0
------ -------- --------
Income from continuing operations before
minority interest............................. 39.6 126.4 288.0
Minority interest.......................... -- -- (39.9)
------ -------- --------
Income from continuing operations.............. 39.6 126.4 248.1
Loss from operations of discontinued business
(less applicable income tax benefit of
$10.1)........................................ -- -- (17.2)

Loss on disposal of group life and health
business, including provision of $72.2 for
operating losses during phase-out period (less
applicable income tax benefit of $16.4)....... -- -- (30.5)

Cumulative effect of change in accounting
principle..................................... (3.2) -- --
------ -------- --------
Net income..................................... $ 36.4 $ 126.4 $ 200.4
====== ======== ========
</Table>

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

F-1
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
DECEMBER 31,
(IN MILLIONS, EXCEPT PER SHARE DATA) 2001 2000
------------------------------------ --------- ---------

ASSETS
Investments:
Fixed maturities at fair value (amortized cost of
$5,955.5 and $4,766.6)............................ $ 6,057.1 $ 4,735.7
Equity securities at fair value (cost of $44.2 and
$44.1) 37.1 57.1
Mortgage loans...................................... 226.6 617.6
Policy loans........................................ 379.6 381.3
Real estate and other long-term investments......... 158.8 190.5
--------- ---------
Total investments............................... 6,859.2 5,982.2
--------- ---------
Cash and cash equivalents............................. 154.1 124.9
Accrued investment income............................. 97.0 95.7
Deferred policy acquisition costs..................... 1,588.4 1,424.3
Reinsurance receivable on unpaid losses, benefits and
unearned premiums................................... 431.5 467.1
Premiums, accounts and notes receivable............... 2.7 27.8
Other assets.......................................... 356.1 253.5
Separate account assets............................... 14,838.4 17,437.4
--------- ---------
Total assets.................................... $24,327.4 $25,812.9
========= =========
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.............................. $ 4,099.6 $ 3,617.3
Outstanding claims, losses and loss adjustment
expenses.......................................... 105.9 157.3
Unearned premiums................................... 4.9 5.5
Contractholder deposit funds and other policy
liabilities....................................... 1,745.9 2,174.3
--------- ---------
Total policy liabilities and accruals........... 5,956.3 5,954.4
--------- ---------
Expenses and taxes payable............................ 557.1 422.5
Reinsurance premiums payable.......................... 12.7 11.5
Deferred federal income taxes......................... 24.7 26.6
Trust instruments supported by funding obligations.... 1,518.6 621.5
Separate account liabilities.......................... 14,838.4 17,437.4
--------- ---------
Total liabilities............................... 22,907.8 24,473.9
--------- ---------
Commitments and contingencies (Notes 14 and 19)
SHAREHOLDER'S EQUITY
Common stock, $10 par value, 1 million shares
authorized, 500,001 shares issued and outstanding 5.0 5.0
Additional paid-in capital............................ 599.0 569.0
Accumulated other comprehensive loss.................. 5.5 (8.7)
Retained earnings..................................... 810.1 773.7
--------- ---------
Total shareholder's equity...................... 1,419.6 1,339.0
--------- ---------
Total liabilities and shareholder's equity...... $24,327.4 $25,812.9
========= =========
</Table>

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

F-2
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
------------- -------- -------- ---------

COMMON STOCK................................... $ 5.0 $ 5.0 $ 5.0
-------- -------- ---------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period............. 569.0 569.0 444.0
Capital contribution from parent........... 30.0 -- 125.0
-------- -------- ---------
Balance at end of period................... 599.0 569.0 569.0
-------- -------- ---------

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Net unrealized appreciation (depreciation)
on investments:..........................
Balance at beginning of period............. (8.7) (14.9) 169.2
(Depreciation) appreciation during the
period:
Net (depreciation) appreciation on
available-for-sale securities and
derivative instruments................. 45.7 9.6 (298.2)
Benefit (provision) for deferred federal
income taxes........................... (16.0) (3.4) 105.0
Minority interest........................ -- -- 31.8
Distribution of subsidiaries (Note 3)...... -- -- (22.7)
-------- -------- ---------
29.7 6.2 (184.1)
-------- -------- ---------
Balance at end of period................... 21.0 (8.7) (14.9)
-------- -------- ---------
Minimum pension liability:
Balance at beginning of period
Increase (decrease) during the period:
Increase in minimum pension
liability............................ (23.9) -- --
Benefit for deferred federal income
taxes................................ 8.4 -- --
-------- -------- ---------
(15.5) -- --
-------- -------- ---------
Balance at end of period................... (15.5) -- --
-------- -------- ---------
Total accumulated other comprehensive
income (loss)............................ 5.5 (8.7) (14.9)
-------- -------- ---------
RETAINED EARNINGS
Balance at beginning of period............. 773.7 647.3 1,698.3
Net income................................. 36.4 126.4 200.4
Distribution of subsidiaries (Note 3)...... -- -- (1,251.4)
-------- -------- ---------
Balance at end of period................... 810.1 773.7 647.3
-------- -------- ---------
Total shareholder's equity............. $1,419.6 $1,339.0 $ 1,206.4
======== ======== =========
</Table>

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

F-3
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
------------- ------ ------ -------

Net income $ 36.4 $126.4 $ 200.4
------ ------ -------
Other comprehensive income (loss):
Net appreciation (depreciation) on
available-for-sale securities and
derivative instruments................ 45.7 9.6 (298.2)
Increase in minimum pension liability... (23.9) -- --
(Provision) benefit for deferred federal
income taxes.......................... (7.6) (3.4) 105.0
Minority interest....................... -- -- 31.8
Distribution of subsidiaries (Note 3)... -- -- (22.7)
------ ------ -------
Other comprehensive income (loss)..... 14.2 6.2 (184.1)
------ ------ -------
Comprehensive income........................ $ 50.6 $132.6 $ 16.3
====== ====== =======
</Table>

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

F-4
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
------------- --------- --------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................. $ 36.4 $ 126.4 $ 200.4
Adjustments to reconcile net income to
net cash provided by operating
activities:
Minority interest................... -- -- 39.9
Net realized losses (gains)......... 86.6 67.8 (99.7)
Losses on derivative instruments.... 35.2 -- --
Net amortization and depreciation... 20.3 18.2 31.5
Deferred federal income taxes....... (13.0) 50.1 4.3
Loss from disposal of group life and
health business..................... -- -- 30.5
Change in deferred acquisition
costs............................... (171.9) (215.1) (184.1)
Change in premiums and notes
receivable, net of reinsurance
payable............................. 26.3 47.7 (41.8)
Change in accrued investment
income.............................. (1.3) 4.2 8.2
Change in policy liabilities and
accruals, net....................... 417.7 (20.3) (2.5)
Change in reinsurance receivable.... 35.6 13.7 (46.3)
Change in expenses and taxes
payable............................. (31.7) (86.2) 82.3
Separate account activity, net...... -- 0.7 5.5
Other, net.......................... 23.5 (10.6) 27.4
--------- --------- ---------
Net cash provided by (used in)
operating activities......... 463.7 (3.4) 55.6
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and
maturities of available-for-sale
fixed maturities.................... 1,793.9 1,561.6 2,662.0
Proceeds from disposals of equity
securities.......................... 42.0 4.1 422.9
Proceeds from disposals of other
investments......................... 38.8 28.9 30.3
Proceeds from mortgages sold,
matured or collected................ 309.3 119.2 131.2
Purchase of available-for-sale fixed
maturities.......................... (2,994.5) (2,257.6) (2,098.8)
Purchase of equity securities....... (11.1) (16.2) (78.9)
Purchase of other investments....... (21.2) (128.0) (140.6)
Capital expenditures................ (31.2) (13.2) (29.2)
Purchase of company owned life
insurance........................... -- (64.9) --
Distribution of subsidiaries........ -- -- (202.2)
Other investing activities, net..... 7.0 (9.4) (9.8)
--------- --------- ---------
Net cash (used in) provided by
investing activities......... (867.0) (775.5) 686.9
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to
contractholder deposit funds........ 156.5 990.3 1,514.6
Withdrawals from contractholder
deposit funds....................... (621.1) (936.7) (2,037.5)
Deposits and interest credited to
trust instruments supported by
funding obligations................. 1,181.8 570.9 50.6
Withdrawals from to trust
instruments supported by funding
obligations......................... (284.7) -- --
Change in short-term debt........... -- -- (180.9)
Contribution from parent............ -- -- 36.0
Subsidiary treasury stock purchased,
at cost............................. -- -- (350.0)
--------- --------- ---------
Net cash provided by (used in)
financing activities......... 432.5 624.5 (967.2)
--------- --------- ---------
Net change in cash and cash equivalents..... 29.2 (154.4) (224.7)
Cash and cash equivalents, beginning of
period..................................... 124.9 279.3 504.0
--------- --------- ---------
Cash and cash equivalents, end of period.... $ 154.1 $ 124.9 $ 279.3
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid............................... $ (0.9) $ (1.9) $ (3.1)
Income taxes received (paid)................ $ 7.8 $ 12.3 $ (24.0)
</Table>

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

F-5
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

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

Prior to July 1, 1999, the consolidated financial statements of FAFLIC included
the accounts of its wholly-owned life insurance subsidiary Allmerica Financial
Life Insurance and Annuity Company ("AFLIAC"), its non-insurance subsidiaries
(principally brokerage and investment advisory services), Allmerica Property and
Casualty Companies, Inc. ("Allmerica P&C") (an 84.5%-owned non-insurance holding
company), and various other non-insurance subsidiaries.

Effective July 1, 1999, AFC made certain changes to its corporate structure
(Note 3). These changes included the transfer of the Company's ownership of
Allmerica P&C and its subsidiaries, as well as several other non-insurance
subsidiaries from the Company to AFC. In exchange, AFC contributed capital to
the Company and agreed to maintain the Company's statutory surplus at specified
levels during the following 6 years. Comparability between current and prior
period financial statements and footnotes has been significantly impacted by the
Company's divestiture of these subsidiaries during 1999, as disclosed in Note 3.

Prior to the July 1, 1999 changes in AFC's corporate structure, minority
interest relates to the Company's investment in Allmerica P&C and its only
significant subsidiary, Hanover. Hanover's wholly-owned subsidiary is Citizens
Corporation, the holding company for Citizens. Minority interest also includes
an amount related to the minority interest in Citizens Corporation.

The Company's operations primarily include two segments: Allmerica Financial
Services and Allmerica Asset Management. The Allmerica Financial Services
segment includes variable annuities, variable universal life and traditional
life insurance products, as well as certain group retirement products. Allmerica
Financial Services also includes brokerage and non-institutional investment
advisory services. Through its Allmerica Asset Management segment, the Company
offers its customers the option of investing in Guaranteed Investment Contracts
("GICs"). GICs, also referred to as funding agreements, are investment contracts
which can contain either short-term or long-term maturities and are issued to
institutional buyers or to various business or charitable trusts. Also, this
segment is a Registered Investment Advisor providing investment advisory
services, primarily to affiliates and to third parties, such as money market and
other fixed income clients.

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

All significant inter-company accounts and transactions have been eliminated.

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

F-6
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

B. CLOSED BLOCK

The Company established and began operating a closed block ("the Closed Block")
for the benefit of the participating policies included therein, consisting of
certain individual life insurance participating policies, individual deferred
annuity contracts and supplementary contracts not involving life contingencies
which were in force as of FAFLIC's demutualization on October 16, 1995; such
policies constitute the "Closed Block Business". The purpose of the Closed Block
is to protect the policy dividend expectations of such FAFLIC dividend paying
policies and contracts. Unless the Commonwealth of Massachusetts Insurance
Commissioner ("the Insurance Commissioner") consents to an earlier termination,
the Closed Block will continue to be in effect until the date none of the Closed
Block policies are in force. FAFLIC allocated to the Closed Block assets in an
amount that is expected to produce cash flows which, together with future
revenues from the Closed Block Business, are reasonably sufficient to support
the Closed Block Business, including provision for payment of policy benefits,
certain future expenses and taxes and for continuation of policyholder dividend
scales payable in 1994 so long as the experience underlying such dividend scales
continues. The Company expects that the factors underlying such experience will
fluctuate in the future and policyholder dividend scales for Closed Block
Business will be set accordingly.

Although the assets and income allocated to the Closed Block inure solely to the
benefit of the holders of policies included in the Closed Block, the excess of
Closed Block liabilities over Closed Block assets as measured on a GAAP basis
represent the expected future post-tax income from the Closed Block which may be
recognized in income over the period the policies and contracts in the Closed
Block remain in force.

If the actual income from the Closed Block in any given period equals or exceeds
the expected income for such period as determined at the inception of the Closed
Block, the expected income would be recognized in income for that period.
Further, cumulative actual Closed Block income in excess of the expected income
would not inure to the shareholders and would be recorded as an additional
liability for policyholder dividend obligations. This accrual for future
dividends effectively limits the actual Closed Block income recognized in income
to the Closed Block income expected to emerge from operation of the Closed Block
as determined at inception.

If, over the period the policies and contracts in the Closed Block remain in
force, the actual income from the Closed Block is less than the expected income
from the Closed Block, only such actual income (which could reflect a loss)
would be recognized in income. If the actual income from the Closed Block in any
given period is less than the expected income for that period and changes in
dividend scales are inadequate to offset the negative performance in relation to
the expected performance, the income inuring to shareholders of the Company will
be reduced. If a policyholder dividend liability had been previously established
in the Closed Block because the actual income to the relevant date had exceeded
the expected income to such date, such liability would be reduced by this
reduction in income (but not below zero) in any periods in which the actual
income for that period is less than the expected income for such period.

F-7
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. VALUATION OF INVESTMENTS

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

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

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

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

Policy loans are carried principally at unpaid principal balances.

As of December 31, 2001, there was one property in the Company's investment
portfolio which was acquired upon the foreclosure of a mortgage loan. The asset
is being carried at the estimated fair value less cost of disposal. Depreciation
is not recorded on this asset while it is held for disposal. As of December 31,
2000, there were no real estate properties in the Company's investment
portfolio.

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

D. FINANCIAL INSTRUMENTS

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

F-8
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. DERIVATIVES AND HEDGING ACTIVITIES

All derivatives are recognized on the balance sheet at their fair value. On the
date the derivative contract is entered into, the Company designates the
derivative as (1) a hedge of the fair value of a recognized asset or liability
("fair value" hedge); (2) a hedge of a forecasted transaction or of the
variability of cash flows to be received or paid related to a recognized asset
or liability ("cash flow" hedge); (3) a foreign-currency fair value or cash flow
hedge ("foreign currency" hedge); or (4) "held for trading". Changes in the fair
value of a derivative that is highly effective and that is designated and
qualifies as a fair value hedge, along with the gain or loss on the hedged asset
or liability that is attributable to the hedged risk, are recorded in current
period earnings. Changes in the fair value of a derivative that is highly
effective and that is designated and qualifies as a cash flow hedge are recorded
in other comprehensive income, until earnings are affected by the variability of
cash flows (e.g., when periodic settlements on a variable-rate asset or
liability are recorded in earnings). Changes in the fair value of derivatives
that are highly effective and that are designated and qualify as foreign
currency hedges are recorded in either current period earnings or other
comprehensive income, depending on whether the hedge transaction is a fair value
hedge or a cash flow hedge. Lastly, changes in the fair value of derivative
trading instruments are reported in current period earnings.

The Company may hold financial instruments that contain "embedded" derivative
instruments. The Company assesses whether the economic characteristics of the
embedded derivative are clearly and closely related to the economic
characteristics of the remaining component of the financial instrument, or host
contract, and whether a separate instrument with the same terms as the embedded
instrument would meet the definition of a derivative instrument. When it is
determined that (1) the embedded derivative possesses economic characteristics
that are not clearly and closely related to the economic characteristics of the
host contract, and (2) a separate instrument with the same terms would qualify
as a derivative instrument, the embedded derivative is separated from the host
contract, carried at fair value, and designated as a fair-value, cash-flow, or
foreign currency hedge, or as a trading derivative instrument.

The Company formally documents all relationships between hedging instruments and
hedged items, as well as its risk-management objective and strategy for
undertaking various hedge transactions. This process includes linking all
derivatives that are designated as fair value, cash flow, or foreign currency
hedges to specific assets and liabilities on the balance sheet or to specific
forecasted transactions. The Company also formally assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in fair values
or cash flows of hedged items. When it is determined that a derivative is not
highly effective as a hedge or that it has ceased to be a highly effective
hedge, the Company discontinues hedge accounting prospectively, as discussed
below.

The Company discontinues hedge accounting prospectively when (1) it is
determined that the derivative is no longer effective in offsetting changes in
the fair value or cash flows of a hedged item, including forecasted
transactions; (2) the derivative expires or is sold, terminated, or exercised;
(3) the derivative is no longer designated as a hedge instrument, because it is
unlikely that a forecasted transaction will occur; or (4) management determines
that designation of the derivative as a hedge instrument is no longer
appropriate.

When hedge accounting is discontinued because it is determined that the
derivative no longer qualifies as an effective fair value hedge, the derivative
will continue to be carried on the balance sheet at its fair value, and the
hedged asset or liability will no longer be adjusted for changes in fair value.
When hedge accounting is discontinued because it is probable that a forecasted
transaction will not occur, the derivative will continue to be carried on the
balance sheet at its fair value, and gains and losses that were accumulated in
other comprehensive income will be recognized immediately in earnings. In all
other situations in which hedge accounting is discontinued, the derivative will
be carried at its fair value on the balance sheet, with changes in its fair
value recognized in current period earnings.

F-9
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

F. CASH AND CASH EQUIVALENTS

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

G. DEFERRED POLICY ACQUISITION COSTS

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

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

H. PROPERTY AND EQUIPMENT

Property, equipment and leasehold improvements are stated at cost, less
accumulated depreciation and amortization. Depreciation is provided using the
straight-line or accelerated method over the estimated useful lives of the
related assets which generally range from 3 to 30 years. Amortization of
leasehold improvements is provided using the straight-line method over the
lesser of the term of the leases or the estimated useful life of the
improvements.

I. SEPARATE ACCOUNTS

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

F-10
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

J. POLICY LIABILITIES AND ACCRUALS

Future policy benefits are liabilities for life, health and annuity products.
Such liabilities are established in amounts adequate to meet the estimated
future obligations of policies in force. The liabilities associated with
traditional life insurance products are computed using the net level premium
method for individual life and annuity policies, and are based upon estimates as
to future investment yield, mortality and withdrawals that include provisions
for adverse deviation. Future policy benefits for individual life insurance and
annuity policies are computed using interest rates ranging from 2.5% to 6.0% for
life insurance and 2.0% to 9.5% for annuities. Mortality, morbidity and
withdrawal assumptions for all policies are based on the Company's own
experience and industry standards. Liabilities for universal life, variable
universal life and variable annuities include deposits received from customers
and investment earnings on their fund balances, less administrative charges.
Universal life fund balances are also assessed mortality and surrender charges.
Liabilities for variable annuities include a reserve for benefit claims in
excess of a guaranteed minimum fund value.

Liabilities for outstanding claims, losses and loss adjustment expenses ("LAE")
are estimates of payments to be made on property and casualty and health
insurance for reported losses and LAE and estimates of losses and LAE incurred
but not reported. These liabilities are determined using case basis evaluations
and statistical analyses and represent estimates of the ultimate cost of all
losses incurred but not paid. These estimates are continually reviewed and
adjusted as necessary; such adjustments are reflected in current operations.
Estimated amounts of salvage and subrogation on unpaid property and casualty
losses are deducted from the liability for unpaid claims.

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

Contractholder deposit funds and other policy liabilities include
investment-related products such as guaranteed investment contracts ("GICs"),
deposit administration funds and immediate participation guarantee funds and
consist of deposits received from customers and investment earnings on their
fund balances.

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

K. PREMIUM AND FEE REVENUE AND RELATED EXPENSES

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

F-11
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

L. FEDERAL INCOME TAXES

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

The Board of Directors has delegated to AFC management the development and
maintenance of appropriate federal income tax allocation policies and
procedures, which are subject to written agreement between the companies. Prior
to 2001, the federal income tax for all subsidiaries in the consolidated return
of AFC is calculated on a separate return basis. Any current tax liability is
paid to AFC. Tax benefits resulting from taxable operating losses or credits of
AFC's subsidiaries are not reimbursed to the subsidiary until such losses or
credits can be utilized by the subsidiary on a separate return basis. During
2001, a new Consolidated Income Tax Agreement was entered into effective for the
tax year ending December 31, 2001. Based on the new Agreement, the income tax
liability is calculated on a separate return basis, except that benefits arising
from tax attributes are allocated to those members producing the attributes to
the extent they are utilized by the consolidated group.

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

M. NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS
("Statement No. 142"), which requires that goodwill and intangible assets that
have indefinite useful lives no longer be amortized over their useful lives, but
instead be tested at least annually for impairment. Intangible assets that have
finite useful lives will continue to be amortized over their useful lives. In
addition, the statement provides specific guidance for testing the impairment of
intangible assets. Additional financial statement disclosures about goodwill and
other intangible assets, including changes in the carrying amount of goodwill,
carrying amounts by classification of amortized and non-amortized assets, and
estimated amortization expenses for the next five years, are also required. This
statement is effective for fiscal years beginning after December 15, 2001 for
all goodwill and other intangible assets held at the date of adoption. Certain
provisions of this statement are also applicable for goodwill and other
intangible assets acquired after June 30, 2001, but prior to adoption of this
statement. The adoption of Statement No. 142 is not expected to have a material
impact on the Company's financial condition or results of operations.

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
141, BUSINESS COMBINATIONS ("Statement No. 141"), which requires that all
business combinations initiated after June 30, 2001 be accounted for using the
purchase method of accounting. It further specifies the criteria that intangible
assets must meet in order to be recognized and reported apart from goodwill. The
implementation of Statement No. 141 is not expected to have a material effect on
the Company's financial statements.

F-12
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

M. NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In December 2000, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 00-3, ACCOUNTING BY INSURANCE ENTERPRISES
FOR DEMUTUALIZATION AND FORMATIONS OF MUTUAL INSURANCE HOLDING COMPANIES AND FOR
CERTAIN LONG-DURATION PARTICIPATING CONTRACTS ("SoP No. 00-3"). SoP No. 00-3
requires that closed block assets, liabilities, revenues and expenses be
displayed together with all other assets, liabilities, revenues and expenses of
the insurance enterprise based on the nature of the particular item, with
appropriate disclosures relating to the closed block. In addition, SoP No. 00-3
provides guidance on the accounting for participating contracts issued before
and after the date of demutualization, recording of closed block earnings and
related policyholder dividend liabilities, and the accounting treatment for
expenses and equity balances at the date of demutualization. This statement is
effective for fiscal years beginning after December 15, 2000. The adoption of
SoP No. 00-3 did not have a material impact on the Company's financial position
or results of operations.

In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("Statement
No. 133"), which establishes accounting and reporting standards for derivative
instruments. Statement No. 133 requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on the type of hedge transaction. For fair value hedge
transactions in which the Company is hedging changes in an asset's, liability's
or firm commitment's fair value, changes in the fair value of the derivative
instruments will generally be offset in the income statement by changes in the
hedged item's fair value. For cash flow hedge transactions, in which the Company
is hedging the variability of cash flows related to a variable rate asset,
liability, or a forecasted transaction, changes in the fair value of the
derivative instrument will be reported in other comprehensive income. The gains
and losses on the derivative instrument that are reported in other comprehensive
income will be reclassified into earnings in the periods in which earnings are
impacted by the variability of the cash flows of the hedged item. To the extent
any hedges are determined to be ineffective, all or a portion of the change in
value of the derivative will be recognized currently in earnings. This statement
was effective for fiscal years beginning after June 15, 2000. The Company
adopted Statement No. 133 on January 1, 2001. In accordance with the transition
provision of the statement, the company recorded a $3.2 million charge, net of
taxes, in earnings to recognize all derivative instruments at their fair values.
This adjustment represents net losses that were previously deferred in other
comprehensive income on derivative instruments that do not qualify for hedge
accounting. The Company recorded an offsetting gain in other comprehensive
income of $3.3 million, net of taxes, to recognize these derivative instruments.

N. RECLASSIFICATIONS

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

F-13
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. DISCONTINUED OPERATIONS

During the second quarter of 1999, the Company approved a plan to exit its group
life and health insurance business, consisting of its Employee Benefit Services
("EBS") business, its Affinity Group Underwriters ("AGU") business and its
accident and health assumed reinsurance pool business ("reinsurance pool
business"). During the third quarter of 1998, the Company ceased writing new
premiums in the reinsurance pool business, subject to certain contractual
obligations. Prior to 1999, these businesses comprised substantially all of the
former Corporate Risk Management Services segment. Accordingly, the operating
results of the discontinued segment, including its reinsurance pool business,
have been reported in the Consolidated Statements of Income as discontinued
operations in accordance with Accounting Principles Board Opinion No. 30,
REPORTING THE RESULTS OF OPERATIONS -- REPORTING THE EFFECTS OF DISPOSAL OF A
SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING
EVENTS AND TRANSACTIONS ("APB Opinion No. 30"). In the third quarter of 1999,
the operating results from the discontinued segment were adjusted to reflect the
recording of additional reserves related to accident claims from prior years.
The Company also recorded a $30.5 million loss, net of taxes, on the disposal of
this segment, consisting of after tax losses from the run-off of the group life
and health business of approximately $46.9 million, partially offset by net
proceeds from the sale of the EBS business of approximately $16.4 million.
Subsequent to a measurement date of June 30, 1999, approximately $11.5 million
of the aforementioned $46.9 million loss has been generated from the operations
of the discontinued business.

In March of 2000, the Company transferred its EBS business to Great-West Life
and Annuity Insurance Company of Denver. As a result of this transaction, the
Company has received consideration of approximately $27 million, based on
renewal rights for existing policies. The Company retained policy liabilities
estimated at $84.6 million at December 31, 2001 related to this business.

As permitted by APB Opinion No. 30, the Consolidated Balance Sheets have not
been segregated between continuing and discontinued operations. At December 31,
2001 and 2000, the discontinued segment had assets of approximately $397.6
million and $497.9 million, respectively, consisting primarily of invested
assets and reinsurance recoverables, and liabilities of approximately $369.3
million and $460.0 million, respectively, consisting primarily of policy
liabilities. Revenues for the discontinued operations were $34.4 million, $207.7
million and $367.0 million for the years ended December 31, 2001, 2000 and 1999,
respectively.

3. REORGANIZATION OF AFC CORPORATE STRUCTURE

AFC has made certain changes to its corporate structure effective July 1, 1999.
These changes included transfer of the Company's ownership of Allmerica P&C and
all of its subsidiaries, as well as certain other non-insurance subsidiaries,
from FAFLIC to AFC, referred to as the "distribution of subsidiaries". The
Company retained its ownership of its primary insurance subsidiary, AFLIAC, and
certain broker dealer and investment management and advisory subsidiaries. AFC
contributed capital to FAFLIC in the amount of $125.0 million, consisting of
cash and securities of $36.0 million and $89.0 million, respectively, and agreed
to maintain the Company's statutory surplus at specified levels during the
following six years. In addition, any dividend from FAFLIC to AFC for 2002 would
require the prior approval of the Commonwealth of Massachusetts Insurance
Commissioner. This transaction was approved by the Commissioner on May 24, 1999.

The equity of the subsidiaries transferred from FAFLIC on July 1, 1999 was
$1,274.1 million. As of June 30, 1999, the transferred subsidiaries had total
assets of $5,334.1 million, including cash and cash equivalents of $202.2
million, and total revenue of $1,196.5 million.

The Company's consolidated results of operations in 1999 include $107.2 million
of net income associated with these subsidiaries through June 30, 1999. The
unaudited pro forma information below presents consolidated results of
operations as if the reorganization had occurred at the beginning of 1999.

F-14
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. REORGANIZATION OF AFC CORPORATE STRUCTURE (CONTINUED)

The following unaudited pro forma information is not necessarily indicative of
the consolidated results of operations of the Company had the transfer occurred
at the beginning on 1998, nor is it necessarily indicative of future results.

<Table>
<Caption>
(UNAUDITED)
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999
- ------------- ------

Revenue..................................................... $828.0
======
Net realized capital losses included in revenue............. (11.8)
======
Income from continuing operations before taxes.............. 192.1
Income taxes................................................ 51.2
------
Net income from continuing operations....................... 140.9
Loss from operations of discontinued business (less
applicable income tax benefit of
$10.4 million for the year ended December 31, 1999)........ (17.2)
Loss on disposal of group life and health business,
including provision of $72.2 million
for operating losses during phase-out period for the year
ended December 31, 1999
(less applicable income tax benefit of $16.4 million)...... (30.5)
------
Net income.................................................. $ 93.2
======
</Table>

4. SIGNIFICANT TRANSACTIONS

During 2000, AFC adopted a formal company-wide restructuring plan. This plan is
the result of a corporate initiative that began in the fall of 1999, intended to
reduce expenses and enhance revenues. This plan consists of various initiatives
including a series of internal reorganizations, consolidations in home office
operations, consolidations in field offices, changes in distribution channels
and product changes. As a result of the Company's restructuring plan, it
recognized a pre-tax charge of $11.0 million during 2000 as reflected in
restructuring costs in the Consolidated Statements of Income. Approximately $1.9
million of this charge relates to severance and other employee related costs.
Approximately $9.1 million of this charge relates to one-time project costs. As
of December 31, 2000, the Company has made payments of approximately $9.1
million related to this restructuring plan, of which approximately $1.6 million
relates to severance and other employee related costs.

Effective January 1, 1999, Allmerica P&C entered into a whole account aggregate
excess of loss reinsurance agreement with a highly rated reinsurer. The
reinsurance agreement provides accident year coverage for the three years 1999
to 2001 for the Company's property and casualty business, and is subject to
cancellation or commutation annually at the Company's option. The program covers
losses and allocated loss adjustment expenses, including those incurred but not
yet reported, in excess of a specified whole account loss and allocated LAE
ratio. The annual and aggregate coverage limits for losses and allocated LAE are
$150.0 million. The effect of this agreement on results of operations in each
reporting period is based on losses and allocated LAE ceded, reduced by a
sliding scale premium of 50.0-67.5% depending on the size of the loss, and
increased by a ceding commission of 20.0% of ceded premium. In addition, net
investment income is reduced for amounts credited to the reinsurer. Prior to the
AFC corporate reorganization, the Company recognized a net benefit of $16.9
million as a result of this agreement based on year-to-date and annual estimates
of losses and allocated loss adjustment expenses for accident year 1999.

F-15
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS

A. FIXED MATURITIES AND EQUITY SECURITIES

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

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

<Table>
<Caption>
2001
-------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ------------- --------- ---------- ---------- --------

U.S. Treasury securities and U.S.
government and agency securities....... $ 63.4 $ 2.7 $ 0.1 $ 66.0
States and political subdivisions....... 2.9 0.2 -- 3.1
Foreign governments..................... 23.1 1.6 0.2 24.5
Corporate fixed maturities.............. 5,013.0 163.3 88.1 5,088.2
Mortgage-backed securities.............. 853.1 25.6 3.4 875.3
-------- ------ ------ --------
Total fixed maturities.................. $5,955.5 $193.4 $ 91.8 $6,057.1
======== ====== ====== ========
Equity securities....................... $ 44.2 $ 1.7 $ 8.8 $ 37.1
======== ====== ====== ========
</Table>

<Table>
<Caption>
2000
-------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ------------- --------- ---------- ---------- --------

U.S. Treasury securities and U.S.
government and agency securities....... $ 34.3 $ 2.6 $-- $ 36.9
States and political subdivisions....... 10.4 0.4 -- 10.8
Foreign governments..................... 44.4 1.5 0.6 45.3
Corporate fixed maturities.............. 4,162.6 99.7 148.4 4,113.9
Mortgage-backed securities.............. 514.9 16.1 2.2 528.8
-------- ------ ------ --------
Total fixed maturities.................. $4,766.6 $120.3 $151.2 $4,735.7
======== ====== ====== ========
Equity securities....................... $ 44.1 $ 20.2 $ 7.2 $ 57.1
======== ====== ====== ========
</Table>

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

In connection with AFLIAC's voluntary withdrawal of its license in New York,
AFLIAC agreed with the New York Department of Insurance to maintain, through a
custodial account in New York, a security deposit, the market value of which
will equal 102% of all outstanding statutory liabilities of AFLIAC for New York
policyholders, claimants and creditors. At December 31, 2001, the amortized cost
and market value of these assets on deposit in New York were $180.0 million and
$182.9 million, respectively. At December 31, 2000, the amortized cost and
market value of these assets on deposit were $186.7 million and $189.8 million,
respectively. In addition, fixed maturities, excluding those securities on
deposit in New York, with an amortized cost of $37.6 million and $21.6 million
were on deposit with various state and governmental authorities at December 31,
2001 and 2000, respectively.

Contractual fixed maturity investment commitments were not material at December
31, 2001.

F-16
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

A. FIXED MATURITIES AND EQUITY SECURITIES (CONTINUED)

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

<Table>
<Caption>
2001
-------------------
DECEMBER 31, AMORTIZED FAIR
(IN MILLIONS) COST VALUE
- ------------- --------- --------

Due in one year or less..................................... $ 483.4 $ 491.4
Due after one year through five years....................... 2,682.6 2,764.7
Due after five years through ten years...................... 1,584.3 1,598.2
Due after ten years......................................... 1,205.2 1,202.8
-------- --------
Total....................................................... $5,955.5 $6,057.1
</Table>

B. MORTGAGE LOANS AND REAL ESTATE

FAFLIC's mortgage loans are diversified by property type and location. Mortgage
loans are collateralized by the related properties and generally are no more
than 75% of the property's value at the time the original loan is made. The
carrying values of mortgage loans net of applicable reserves were $226.6 million
and $617.6 million at December 31, 2001 and 2000, respectively. Reserves for
mortgage loans were $2.7 million and $4.4 million at December 31, 2001 and 2000,
respectively. During 2001, the Company received proceeds of $293.1 million as a
result of the sale of $278.5 million of its mortgage loan portfolio. Of this,
proceeds of $98.8 million resulted from the sale of $96.3 million of mortgage
loans to the Company's affiliates, for consideration of $96.4 million in fixed
maturity securities and $2.4 million in cash.

At December 31, 2001 there was one real estate property in the Company's
investment portfolio. The Company did not hold any real estate investments in
2000. The real estate at December 31, 2001, which had a carrying value of $1.9
million, was acquired through the foreclosure of a mortgage loan and represents
non-cash investing activity in 2001. There were no non-cash investing
activities, including real estate acquired through foreclosure of mortgage
loans, in 2000 and 1999.

There were no contractual commitments to extend credit under commercial mortgage
loan agreements at December 31, 2001.

F-17
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

B. MORTGAGE LOANS AND REAL ESTATE (CONTINUED)

Mortgage loan investments comprised the following property types and geographic
regions:

<Table>
<Caption>
DECEMBER 31,
(IN MILLIONS) 2001 2000
- ------------- ------ ------

Property type:
Office building........................................... $120.7 $318.9
Retail.................................................... 56.9 106.8
Industrial/warehouse...................................... 39.5 130.5
Residential............................................... 11.5 54.8
Other..................................................... 0.7 11.0
Reserves.................................................. (2.7) (4.4)
------ ------
Total....................................................... $226.6 $617.6
====== ======
Geographic region:
South Atlantic............................................ $ 64.6 $159.7
New England............................................... 46.0 70.4
West South Central........................................ 33.3 47.7
Pacific................................................... 33.2 217.6
East North Central........................................ 27.1 63.4
Middle Atlantic........................................... 10.4 35.8
Other..................................................... 14.7 27.4
Reserves.................................................. (2.7) (4.4)
------ ------
Total....................................................... $226.6 $617.6
====== ======
</Table>

At December 31, 2001, scheduled mortgage loan maturities were as follows:
2002 -- $22.3 million; 2003 -- $29.0 million; 2004 -- $50.3 million; 2005 --
$16.8 million; 2006 -- $25.7 million and $82.5 million thereafter. Actual
maturities could differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties and loans
may be refinanced. During 2001, the Company did not refinance any mortgage loans
based on terms which differed from those granted to new borrowers.

Mortgage loans investment reserves of $2.7 million and $4.4 million at December
31, 2001 and 2000, respectively, have been deducted in arriving at investment
carrying values as presented in the Consolidated Balance Sheets. There were no
impaired loans or related reserves as of December 31, 2001. The carrying value
of impaired loans was $3.4 million, with related reserves of $0.4 million as of
December 31, 2000. All impaired loans were reserved for as of December 31, 2000.
The four year rolling average carrying value of impaired loans was $2.2 million,
$12.1 million and $21.0 million, as of December 31, 2001, 2000 and 1999,
respectively. Related interest income while such loans were impaired was $1.4
million and $2.1 million in 2000 and 1999, respectively. There was no interest
income received in 2001 related to impaired loans.

F-18
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

C. DERIVATIVE INSTRUMENTS

The Company maintains an overall risk management strategy that incorporates the
use of derivative instruments to minimize significant unplanned fluctuations in
earnings that are caused by interest rate or foreign currency volatility. The
operations of the Company are subject to risk resulting from interest rate
fluctuations to the extent that there is a difference between the amount of the
Company's interest-earning assets and the amount of interest-bearing liabilities
that are paid, withdrawn, mature or re-price in specified periods. The principal
objective of the Company's asset/liability management activities is to provide
maximum levels of net investment income while maintaining acceptable levels of
interest rate and liquidity risk and facilitating the funding needs of the
Company. The Company has developed an asset/liability management approach
tailored to specific insurance or investment product objectives. The investment
assets of the Company are managed in over 20 portfolio segments consistent with
specific products or groups of products having similar liability
characteristics. As part of this approach, management develops investment
guidelines for each portfolio consistent with the return objectives, risk
tolerance, liquidity, time horizon, tax and regulatory requirements of the
related product or business segment. Management has a general policy of
diversifying investments both within and across all portfolios. The Company
monitors the credit quality of its investments and its exposure to individual
markets, borrowers, industries, and sectors.

The Company uses derivative financial instruments, primarily interest rate swaps
and futures contracts, with indices that correlate to balance sheet instruments
to modify its indicated net interest sensitivity to levels deemed to be
appropriate. Specifically, for floating rate funding agreements that are matched
with fixed rate securities, the Company manages the risk of cash flow
variability by hedging with interest rate swap contracts designed to pay fixed
and receive floating interest. Under interest rate swap contracts, the Company
agrees to exchange, at specified intervals, the difference between fixed and
floating interest amounts calculated on an agreed-upon notional principal
amount. Additionally, the Company uses exchange traded financial futures
contracts to hedge against interest rate risk on anticipated guaranteed
investment contract ("GIC") sales and other funding agreements, as well as the
reinvestment of fixed maturities. The Company is exposed to interest rate risk
from the time of sale of the GIC until the receipt of the deposit and purchase
of the underlying asset to back the liability. Similarly, the Company is exposed
to interest rate risk on fixed maturities reinvestments from the time of
maturity until the purchase of new fixed maturities. The Company only trades
futures contracts with nationally recognized brokers, which the Company believes
have adequate capital to ensure that there is minimal risk of default.

As a result of the Company's issuance of trust instruments supported by funding
obligations denominated in foreign currencies, as well as the Company's
investment in securities denominated in foreign currencies, the Company's
operating results are exposed to changes in exchange rates between the U.S.
dollar and the Swiss Franc, Japanese Yen, British Pound and Euro. From time to
time, the Company may also have exposure to other foreign currencies. To
mitigate the short-term effect of changes in currency exchange rates, the
Company regularly enters into foreign exchange swap contracts to hedge its net
foreign currency exposure. Additionally, the Company enters into compound
currency/interest rate swap contracts to hedge foreign currency and interest
rate exposure on specific trust instruments supported by funding obligations.
Under these swap contracts, the Company agrees to exchange interest and
principal related to foreign fixed income securities and trust obligations
payable in foreign currencies, at current exchange rates, for the equivalent
payment in U.S. dollars translated at a specific currency exchange rate.

By using derivative instruments, the Company is exposed to credit risk. If the
counterparty fails to perform, credit risk is equal to the extent of the fair
value gain (including any accrued receivable) in a derivative. The Company
regularly assesses the financial strength of its counterparties and generally
enters into forward or swap agreements with counterparties rated "A" or better
by nationally recognized rating agencies. Depending on the nature of the
derivative transaction, the Company maintains bilateral Collateral Standardized
Arrangements (CSA) with each counterparty. In general, the CSA sets a minimum
threshold of $10 million of exposure that must be collateralized, although
thresholds may vary by CSA. At December 31, 2001, collateral of $69.7 million in
the form of cash, bonds and US Treasury notes were held by our counterparties
related to these agreements.

F-19
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

C. DERIVATIVE INSTRUMENTS (CONTINUED)

The Company's derivative activities are monitored by management, who review
portfolio activities and risk levels. Management also oversees all derivative
transactions to ensure that the types of transactions entered into and the
results obtained from those transactions are consistent with the Company's risk
management strategy and with Company policies and procedures.

D. FAIR VALUE HEDGES

The Company enters into compound foreign currency/interest rate swaps to convert
its foreign denominated fixed rate trust instruments supported by funding
obligations to U.S. dollar floating rate instruments. For the year ended
December 31, 2001, the Company recognized a net gain of $0.3 million, reported
as losses on derivative instruments in the Consolidated Statements of Income,
which represented the ineffective portion of all fair value hedges. All
components of each derivative's gain or loss are included in the assessment of
hedge effectiveness, unless otherwise noted.

E. CASH FLOW HEDGES

The Company enters into various types of interest rate swap contracts to hedge
exposure to interest rate fluctuations. Specifically, for floating rate funding
agreement liabilities that are matched with fixed rate securities, the Company
manages the risk of cash flow variability by hedging with interest rate swap
contracts. Under these swap contracts, the Company agrees to exchange, at
specified intervals, the difference between fixed and floating interest amounts
calculated on an agreed-upon notional principal amount. The Company also
purchases long futures contracts and sells short futures contracts on margin to
hedge against interest rate fluctuations associated with the sale of GICs and
other funding agreements, as well as the reinvestment of fixed maturities. The
Company is exposed to interest rate risk from the time of sale of the GIC until
the receipt of the deposit and purchase of the underlying asset to back the
liability. Similarly, the Company is exposed to interest rate risk on
reinvestments of fixed maturities from the time of maturity until the purchase
of new fixed maturities. The Company uses U.S. Treasury Note futures to hedge
this risk.

The Company also enters into foreign currency swap contracts to hedge foreign
currency exposure on specific fixed income securities, as well as compound
foreign currency/interest rate swap contracts to hedge foreign currency and
interest rate exposure on specific trust instruments supported by funding
obligations. Under these swap contracts, the Company agrees to exchange interest
and principal related to foreign fixed maturities and trust obligations payable
in foreign currencies, at current exchange rates, for the equivalent payment in
U.S. dollars translated at a specific currency exchange rate.

For the year ended December 31, 2001, the Company recognized a net loss of $35.5
million, reported as losses on derivative instruments in the Consolidated
Statements of Income, which represented the total ineffectiveness of all cash
flow hedges. This net loss included a total loss of $35.8 million related to
ineffective hedges of floating rate funding agreements with put options allowing
the policyholder to cancel the contract prior to maturity. During the fourth
quarter of 2001, the Company reviewed the trend in put activity since inception
of the funding agreement business in order to determine the ongoing
effectiveness of the hedging relationship. Based upon the historical trend in
put activity, as well as management's uncertainty about possible future events,
the Company has determined that it is probable that some of the future variable
cash flows of the funding agreements will not occur, and therefore the hedges
were ineffective. The Company analyzed the future payments under each
outstanding funding agreement, and determined the amount of payments that are
probable of occurring versus those that are probable of not occurring. The total
accumulated market value losses deferred in other comprehensive income related
to the payments that are probable of not occurring, which totals $35.8 million,
was reclassified to earnings during the fourth quarter of 2001. This loss
includes $13.7 million of losses related to funding agreements that have already
been put back to the Company, as well as $22.1 million of losses related to
funding agreements that have not been put, but which management believes are
probable of being put in the future. All components of each derivative's gain or
loss are included in the assessment of hedge effectiveness, unless otherwise
noted.

F-20
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

E. CASH FLOW HEDGES (CONTINUED)

As of December 31, 2001, $79.5 million of the deferred net losses on derivative
instruments accumulated in other comprehensive income could be recognized in
earnings during the next twelve months depending on the forward interest rate
and currency rate environment. Transactions and events that (1) are expected to
occur over the next twelve months and (2) will necessitate reclassifying to
earnings these derivatives gains (losses) include (a) the re-pricing of variable
rate trust instruments supported by funding obligations, (b) the interest
payments (receipts) on foreign denominated trust instruments supported by
funding obligations and foreign securities, (c) the anticipated sale of GICs and
other funding agreements, (d) the possible put or non-renewal of GICs and other
funding agreements, and (e) the anticipated reinvestment of fixed maturities.
The maximum term over which the Company is hedging its exposure to the
variability of future cash flows (for all forecasted transactions, excluding
interest payments on variable-rate funding agreements) is 12 months.

F. TRADING ACTIVITIES

The Company enters into insurance portfolio-linked, credit default, and other
swap contracts for investment purposes. These products are not linked to
specific assets and liabilities on the balance sheet or to a forecasted
transaction, and therefore do not qualify for hedge accounting. Under the
insurance portfolio-linked swap contracts, the Company agrees to exchange cash
flows according to the performance of a specified underwriter's portfolio of
insurance business. As with interest rate swap contracts, the primary risk
associated with insurance portfolio -- linked swap contracts is the inability of
the counterparty to meet its obligation. Under the terms of the credit default
swap contracts, the Company assumes the default risk of a specific high credit
quality issuer in exchange for a stated annual premium. In the case of default,
the Company will pay the counterparty par value for a pre-determined security of
the issuer. The primary risk associated with these transactions is the default
risk of the underlying companies. Under the other swap contract entered into for
investment purposes, the Company agrees to exchange the difference between fixed
and floating interest amounts calculated on an agreed upon notional principal
amount. The primary risk associated with this swap contract is the counterpary
credit risk.

As of December 31, 2001, the Company no longer held insurance portfolio-linked
or credit default swap contracts. Net realized losses related to insurance
portfolio-linked contracts was $4.3 million, $0.7 million and $0.2 million for
the years ended December 31, 2001, 2000 and 1999, respectively. The fair values
of insurance portfolio-linked swap contracts outstanding were immaterial at
December 31, 2000.

The stated annual premium under credit default swap contracts is recognized
currently in net investment income. There was no net increase to investment
income related to credit default swap contracts for the year ended December 31,
2001; however, there was a net increase of $0.2 million and $0.4 million for the
years ended December 31, 2000 and 1999, respectively.

The fair value of other swap contracts held for investment purposes was $(2.1)
million and $(1.2) million at December 31, 2001 and 2000, respectively. The net
decrease in net investment income related to this contract was $(0.7) million
and $(0.1) million for the years ended December 31, 2001 and 2000, respectively.
There was no net investment income related to this contract in 1999.

F-21
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

G. UNREALIZED GAINS AND LOSSES

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

<Table>
<Caption>
EQUITY
FOR THE YEARS ENDED DECEMBER 31, FIXED SECURITIES
(IN MILLIONS) MATURITIES AND OTHER(1) TOTAL
- ------------- ---------- ------------ -------

2001
Net (depreciation) appreciation, beginning of year.......... $ (22.1) $ 13.4 $ (8.7)
------- ------- -------
Net appreciation (depreciation) on available-for-sale
securities and derivative instruments................. 86.5 (21.1) 65.4
Net depreciation from the effect on deferred policy
acquisition costs and on policy liabilities........... (19.7) -- (19.7)
(Provision) benefit for deferred federal income taxes... (23.4) 7.4 (16.0)
------- ------- -------
43.4 (13.7) 29.7
------- ------- -------
Net depreciation, end of year............................... 21.3 (0.3) 21.0
------- ------- -------
2000
Net (depreciation) appreciation, beginning of year.......... $ (30.4) $ 15.5 $ (14.9)
------- ------- -------
Net appreciation (depreciation) on available-for-sale
securities............................................ 48.9 (3.2) 45.7
Net depreciation from the effect on deferred policy
acquisition costs and on policy liabilities........... (36.1) -- (36.1)
(Provision) benefit for deferred federal income taxes... (4.5) 1.1 (3.4)
------- ------- -------
8.3 (2.1) 6.2
------- ------- -------
Net (depreciation) appreciation, end of year................ $ (22.1) $ 13.4 $ (8.7)
------- ------- -------
1999
Net appreciation, beginning of year......................... $ 79.0 $ 90.2 $ 169.2
------- ------- -------
Net depreciation on available-for-sale securities....... (254.4) (122.3) (376.7)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities........... 78.5 -- 78.5
Benefit for deferred federal income taxes and minority
interest.............................................. 72.1 64.7 136.8
Distribution of subsidiaries (See Note 3)............... (5.6) (17.1) (22.7)
------- ------- -------
(109.4) (74.7) (184.1)
------- ------- -------
Net (depreciation) appreciation, end of year................ $ (30.4) $ 15.5 $ (14.9)
------- ------- -------
</Table>

(1) INCLUDES NET (DEPRECIATION) APPRECIATION ON OTHER INVESTMENTS OF $0.5
MILLION, $1.5 MILLION, AND $(1.1) MILLION, IN 2001, 2000 AND 1999, RESPECTIVELY.

H. OTHER

At December 31, 2001 and 2000, FAFLIC had no concentration of investments in a
single investee exceeding 10% of shareholder's equity.

F-22
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. INVESTMENT INCOME AND GAINS AND LOSSES

A. NET INVESTMENT INCOME

The components of net investment income were as follows:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- ------ ------ ------

Fixed maturities............................................ $389.7 $339.8 $452.8
Mortgage loans.............................................. 42.0 52.1 56.1
Equity securities........................................... 1.4 1.1 1.7
Policy loans................................................ 27.1 26.1 24.5
Derivatives................................................. (48.0) (5.6) (6.7)
Other long-term investments................................. 20.8 11.3 14.9
Short-term investments...................................... 12.4 8.1 27.1
------ ------ ------
Gross investment income..................................... 445.4 432.9 570.4
Less investment expenses.................................... (12.2) (11.5) (13.5)
------ ------ ------
Net investment income....................................... $433.2 $421.4 $556.9
====== ====== ======
</Table>

The Company had fixed maturities with a carrying value of $5.6 million and $2.9
million on non-accrual status at December 31, 2001 and 2000, respectively. There
were no mortgage loans on non-accrual status at December 31, 2001 and 2000. The
effect of non-accruals, compared with amounts that would have been recognized in
accordance with the original terms of the investments, was a reduction in net
investment income of $7.3 million in 2001, and $1.6 million and $1.4 million in
2000 and 1999, respectively.

The payment terms of mortgage loans may from time to time be restructured or
modified. There were no restructured mortgage loans at December 31, 2001. The
investment in restructured mortgage loans, based on amortized cost, amounted to
$3.8 million at December 31, 2000. Interest income on restructured mortgage
loans that would have been recorded in accordance with the original terms of
such loans amounted to $1.7 million and $2.5 million in 2000 and 1999,
respectively. Actual interest income on these loans included in net investment
income aggregated $1.4 million and $1.8 million in 2000 and 1999, respectively.

There were no mortgage loans which were non-income producing at December 31,
2001 and 2000. There were, however, fixed maturities with a carrying value of
$2.7 million and $0.8 million which were non-income producing at December 31,
2001 and 2000, respectively.

Included in other long-term investments is income from limited partnerships of
$9.1 million, $7.8 million and $6.6 million in 2001, 2000 and 1999,
respectively.

B. NET REALIZED INVESTMENT LOSSES AND GAINS

Realized (losses) gains on investments were as follows:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- ------ ------ ------

Fixed maturities............................................ $(88.0) $(77.1) $(52.6)
Mortgage loans.............................................. 14.6 1.3 2.5
Equity securities........................................... 28.1 2.0 141.3
Derivatives................................................. (32.9) 3.1 (0.2)
Other long-term investments................................. (8.4) 2.9 8.7
------ ------ ------
Net realized investment (losses) gains...................... $(86.6) $(67.8) $ 99.7
====== ====== ======
</Table>

F-23
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. INVESTMENT INCOME AND GAINS AND LOSSES (CONTINUED)

B. NET REALIZED INVESTMENT LOSSES AND GAINS (CONTINUED)

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

<Table>
<Caption>
PROCEEDS FROM
FOR THE YEARS ENDED DECEMBER 31, VOLUNTARY GROSS GROSS
(IN MILLIONS) SALES GAINS LOSSES
- ------------- ------------- ----- ------

2001
Fixed maturities............................................ $1,044.4 $46.3 $ 26.8
Equity securities........................................... 39.3 29.7 --

2000
Fixed maturities............................................ $1,129.2 $ 4.0 $ 52.7
Equity securities........................................... 2.1 2.0 --

1999
Fixed maturities............................................ $1,546.8 $10.4 $ 28.9
Equity securities........................................... 421.2 149.0 7.6
</Table>

The Company recognized losses of $113.1 million, $31.8 million and $30.7 million
in 2001, 2000 and 1999, respectively, related to other-than-temporary
impairments on fixed maturities and other securities.

C. OTHER COMPREHENSIVE INCOME RECONCILIATION

The following table provides a reconciliation of gross unrealized gains (losses)
to the net balance shown in the Consolidated Statements of Comprehensive Income:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- ------- ------ -------

Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during period,
(net of tax (benefit) of $(5.0) in 2001, net of tax
(benefit) in 2000 of $(21.5) million, including $22.7
million resulting from the distribution of subsidiaries in
1999, net of tax (benefit) and minority interest of
$(103.3) million in 1999.)................................. $ (10.1) $(40.2) $(121.9)
Less: reclassification adjustment for (losses) gains
included in net
income (net of tax (benefit) of $(21.0) and $(24.9) million
in 2001
and 2000, respectively and net of tax and minority interest
of $33.5 million in 1999).................................. (38.9) (46.4) 62.2
------- ------ -------
Total available-for-sale securities......................... 28.8 6.2 (184.1)
------- ------ -------
Unrealized depreciation on derivative instruments:
Unrealized holding losses arising during period, (net of tax
benefit of $63.4 million in 2001).......................... (117.7) -- --
Less: reclassification adjustment for losses included in net
income (net of tax benefit of $63.9 million in 2001)....... (118.6) -- --
------- ------ -------
Total derivative instruments................................ 0.9
------- ------ -------
Net unrealized appreciation (depreciation) on investments... $ 29.7 $ 6.2 $(184.1)
======= ====== =======
</Table>

F-24
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR
VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of fair value information
about certain financial instruments (insurance contracts, real estate, goodwill
and taxes are excluded) for which it is practicable to estimate such values,
whether or not these instruments are included in the balance sheet. The fair
values presented for certain financial instruments are estimates which, in many
cases, may differ significantly from the amounts which could be realized upon
immediate liquidation. In cases where market prices are not available, estimates
of fair value are based on discounted cash flow analyses which utilize current
interest rates for similar financial instruments which have comparable terms and
credit quality. Prior to the implementation of Statement No. 133 on January 1,
2001, the Company included swap contracts used to hedge fixed maturities in the
fair value of fixed maturities. The Company held swap contracts with a fair
value of $(47.7) million at December 31, 2000. At December 31, 2001, these swap
contracts are carried on the Consolidated Balance Sheets at fair value.

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

CASH AND CASH EQUIVALENTS

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

FIXED MATURITIES

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

EQUITY SECURITIES

MORTGAGE LOANS

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

POLICY LOANS

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

DERIVATIVE INSTRUMENTS

Fair values are estimated by independent pricing sources.

COMPANY OWNED LIFE INSURANCE

Fair values are based on the current cash surrender value of the policy. This
value is dependent on the fair value of the underlying securities which is based
on quoted market prices, if available. If a quoted market price is not
available, fair values are estimated using independent pricing sources or
internally developed pricing models.

FIXED ANNUITY AND OTHER CONTRACTS (WITHOUT MORTALITY FEATURES)

Fair values for the Company's liabilities under guaranteed investment type
contracts are estimated using discounted cash flow calculations using current
interest rates for similar contracts with maturities consistent with those
remaining for the contracts being valued. Liabilities under supplemental
contracts without life contingencies are estimated based on current fund
balances and other individual contract funds represent the present value of
future policy benefits. Other liabilities are based on current surrender values.

F-25
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS (CONTINUED)
TRUST INSTRUMENTS SUPPORTED BY FUNDING OBLIGATIONS

Fair values are estimated using discounted cash flow calculations using current
interest rates for similar contracts with maturities consistent with those
remaining for the contracts being valued.

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

<Table>
<Caption>
2001 2000
------------------ ------------------
DECEMBER 31, CARRYING FAIR CARRYING FAIR
(IN MILLIONS) VALUE VALUE VALUE VALUE
- ------------- -------- -------- -------- --------

FINANCIAL ASSETS
Cash and cash equivalents................................. $ 154.1 $ 154.1 $ 124.9 $ 124.9
Fixed maturities.......................................... 6,057.1 6,057.1 4,735.7 4,735.7
Equity securities......................................... 37.1 37.1 57.1 57.1
Mortgage loans............................................ 226.6 235.6 617.6 640.6
Policy loans.............................................. 379.6 379.6 381.3 381.3
Derivatives............................................... 73.3 73.3 88.7 88.7
Company owned life insurance.............................. 67.3 67.3 65.6 65.6
-------- -------- -------- --------
$6,995.1 $7,004.1 $6,070.9 $6,093.9
======== ======== ======== ========
FINANCIAL LIABILITIES
Guaranteed investment contracts........................... $1,171.1 $1,174.1 $1,636.5 $1,663.3
Derivatives............................................... 180.3 180.3 11.8 11.8
Supplemental contracts without life contingencies......... 57.3 57.3 40.7 40.7
Dividend accumulations.................................... 88.8 88.8 88.5 88.5
Other individual contract deposit funds................... 50.4 50.4 45.0 44.9
Other group contract deposit funds........................ 213.4 212.4 323.1 319.0
Individual fixed annuity contracts........................ 1,686.2 1,621.3 1,026.1 991.7
Trust instruments supported by funding obligations........ 1,518.6 1,534.0 621.5 620.5
-------- -------- -------- --------
$4,966.1 $4,918.6 $3,793.2 $3,780.4
======== ======== ======== ========
</Table>

F-26
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. CLOSED BLOCK

Summarized financial information of the Closed Block as of December 31, 2001 and
2000 and for the periods ended December 31, 2001, 2000 and 1999 is as follows:

<Table>
<Caption>
DECEMBER 31,
(IN MILLIONS) 2001 2000
- ------------- ------ ------

Assets
Fixed maturities, at fair value (amortized cost of $498.1 and $400.3,
respectively).......................................................... $504.2 $397.5
Mortgage loans........................................................... 55.7 144.9
Policy loans............................................................. 182.1 191.7
Cash and cash equivalents................................................ 9.2 1.9
Accrued investment income................................................ 14.6 14.6
Deferred policy acquisition costs........................................ 10.4 11.0
Other assets............................................................. 6.2 6.4
------ ------
Total assets............................................................... $782.4 $768.0
====== ======
Liabilities
Policy liabilities and accruals.......................................... 798.2 808.9
Policyholder dividends................................................... 30.7 20.0
Other liabilities........................................................ 7.0 0.8
------ ------
Total liabilities.......................................................... $835.9 $829.7
------ ------
Excess of Closed Block liabilities over assets designated to the Closed
Block..................................................................... $ 53.5 $ 61.7
Amounts included in accumulated other comprehensive income: Net unrealized
investment losses, net of deferred federal income tax benefit of $8.8
million and $1.3 million, respectively.................................... (16.4) (2.5)
------ ------
Maximum future earnings to be recognized from Closed Block assets and
liabilities............................................................... $ 37.1 $ 59.2
====== ======
</Table>

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- ----- ----- ------

Revenues
Premiums and other income................................................ $47.2 $49.9 $ 52.1
Net investment income.................................................... 54.1 53.6 53.8
Realized investment losses............................................... (2.2) (5.4) (0.6)
----- ----- ------
Total revenues............................................................. 99.1 98.1 105.3
----- ----- ------
Benefits and expenses
Policy benefits.......................................................... 83.1 89.5 88.9
Policy acquisition expenses.............................................. 0.6 2.1 2.5
Other operating expenses................................................. -- 0.2 0.1
----- ----- ------
Total benefits and expenses................................................ $83.7 $91.8 $ 91.5
----- ----- ------
Contribution from the Closed Block......................................... $15.4 $ 6.3 $ 13.8
===== ===== ======
</Table>

F-27
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. CLOSED BLOCK (CONTINUED)

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- ------- ------- -------

Cash flows
Cash flows from operating activities:
Contribution from the Closed Block........................ $ 15.4 $ 6.3 $ 13.8
Change in:
Deferred policy acquisition costs, net.................. 0.6 2.1 2.5
Policy liabilities and accruals......................... (12.3) (12.0) (13.1)
Other assets............................................ 2.1 5.3 (8.2)
Expenses and taxes payable.............................. (0.2) (10.1) (2.9)
Other, net.............................................. 2.5 5.3 0.8
------- ------- -------
Net cash provided by (used in) operating activities....... 8.1 (3.1) (7.1)
Cash flows from investing activities:
Sales, maturities and repayments of investments......... 136.8 133.3 139.0
Purchases of investments................................ (147.2) (160.3) (128.5)
Other, net.............................................. 9.6 9.4 9.8
------- ------- -------
Net cash (used in) provided by investing activities......... (0.8) (17.6) 20.3
------- ------- -------
Net increase (decrease) in cash and cash equivalents........ 7.3 (20.7) 13.2
Cash and cash equivalents, beginning of year................ 1.9 22.6 9.4
------- ------- -------
Cash and cash equivalents, end of year...................... $ 9.2 $ 1.9 $ 22.6
======= ======= =======
</Table>

There were no reserves on mortgage loans at December 31, 2001, 2000 and 1999,
respectively.

F-28
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. FEDERAL INCOME TAXES

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

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- ------ ------ ------

Federal income tax expense (benefit)
Current................................................... $ (1.5) $(33.8) $88.7
Deferred.................................................. (13.0) 50.1 4.3
------ ------ -----
Total....................................................... $(14.5) $ 16.3 $93.0
====== ====== =====
</Table>

The federal income taxes attributable to the consolidated results of operations
are different from the amounts determined by multiplying income before federal
income taxes by the statutory federal income tax rate. The sources of the
difference and the tax effects of each were as follows:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- -------- ------ ------

Expected federal income tax expense......................... $ 8.8 $ 49.9 $133.4
Tax-exempt interest....................................... -- -- (24.2)
Dividend received deduction............................... (8.9) (6.9) --
Changes in tax reserve estimates for prior years' dividend
received deduction...................................... -- (13.3) --
Changes in tax reserve estimates.......................... (1.4) (4.0) (8.7)
Tax credits............................................... (10.8) (10.3) (8.5)
Other, net................................................ (2.2) 0.9 1.0
------ ------ ------
Federal income tax expense.................................. $(14.5) $ 16.3 $ 93.0
====== ====== ======
</Table>

The deferred income tax (asset) liability represents the tax effects of
temporary differences. Its components were as follows:

<Table>
<Caption>
DECEMBER 31,
(IN MILLIONS) 2001 2000
- ------------- -------- --------

Deferred tax liabilities (assets)
Tax credit carryforwards.................................. $ (53.1) $ (20.2)
Insurance reserves........................................ (204.2) (264.9)
Deferred acquisition costs................................ 448.5 416.8
Employee benefit plans.................................... (58.3) (51.6)
Investments, net.......................................... (39.4) (29.8)
Litigation reserve........................................ (1.9) (8.1)
Discontinued operations................................... (14.2) (11.9)
Loss carryforwards........................................ (58.8) (9.5)
Other, net................................................ 6.1 5.8
------- -------
Deferred tax liability, net................................. $ 24.7 $ 26.6
======= =======
</Table>

Gross deferred income tax assets totaled $972.8 million and $471.0 millions at
December 31, 2001 and 2000, respectively. Gross deferred income tax liabilities
totaled $997.5 million and $497.6 million at December 31, 2001 and 2000,
respectively.

F-29
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. FEDERAL INCOME TAXES (CONTINUED)

The Company believes, based on its recent earnings history and its future
expectations, that the Company's taxable income in future years will be
sufficient to realize all deferred tax assets. In determining the adequacy of
future income, the Company considered the future reversal of its existing
temporary differences and available tax planning strategies that could be
implemented, if necessary. At December 31, 2001, there are available alternative
minimum tax credit carryforwards, low income housing credit carryforwards and
foreign tax credit recoverable of $4.7 million, $41.7 million and $6.1 million,
respectively. The alternative minimum tax credit carryforwards have no
expiration date, whereas the low income housing credit carryforwards will expire
beginning in 2018 and the foreign tax credit expiring in 2002 will be carried
back to 1995 and 1996. Also, at December 31, 2001, the Company has net operating
loss carryforwards of $152.7 million expiring in 2014 and capital loss
carryforwards of $15.3 million expiring in 2005.

The Company's federal income tax returns are routinely audited by the Internal
Revenue Services ("IRS"), and provisions are routinely made in the financial
statements in anticipation of the results of these audits. The IRS has examined
the FAFLIC/AFLIAC consolidated group's federal income tax returns through 1994.
The IRS has also examined the former Allmerica P&C consolidated group's federal
income tax returns through 1994. The Company has appealed certain adjustments
proposed by the IRS with respect to the federal income tax returns for 1992,
1993 and 1994 for the FAFLIC/AFLIAC consolidated group. Also, certain
adjustments proposed by the IRS with respect to FAFLIC/AFLIAC's federal income
tax returns for 1982 and 1983 remain unresolved. In the Company's opinion,
adequate tax liabilities have been established for all years. However, the
amount of these tax liabilities could be revised in the near term if estimates
of the Company's ultimate liability are revised.

10. PENSION PLANS

FAFLIC, as the common employer for all AFC Companies ("affiliated Companies"),
provides multiple benefit plans to employees and agents of these affiliated
Companies, including retirement plans. The salaries of employees and agents
covered by these plans and the expenses of these plans are charged to the
affiliated Companies in accordance with an inter-company cost sharing agreement.

FAFLIC provides retirement benefits to substantially all of its employees under
defined benefit pension plans. These plans are based on a defined benefit cash
balance formula, whereby the Company annually provides an allocation to each
eligible employee based on a percentage of that employee's salary, similar to a
defined contribution plan arrangement. The 2001 allocation was based on 5.0%,
and the 2000 and 1999 allocations were based on 7.0% of each eligible employee's
salary. In addition to the cash balance allocation, certain transition group
employees, who have met specified age and service requirements as of December
31, 1994, are eligible for a grand-fathered benefit based primarily on the
employees' years of service and compensation during their highest five
consecutive plan years of employment. The Company's policy for the plans is to
fund at least the minimum amount required by the Employee Retirement Income
Security Act of 1974.

Components of net periodic pension cost were as follows:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- -------- -------- --------

Service cost -- benefits earned during the year............. $ 14.7 $ 18.5 $ 19.3
Interest cost............................................... 30.9 28.6 26.5
Expected return on plan assets.............................. (39.6) (43.1) (38.9)
Recognized net actuarial gain............................... (0.4) (11.2) (0.4)
Amortization of transition asset............................ (2.2) (2.2) (2.3)
Amortization of prior service cost.......................... (3.1) (3.1) (3.3)
------ ------ ------
Net periodic pension cost (benefit)....................... $ 0.3 $(12.5) $ 0.9
====== ====== ======
</Table>

F-30
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. PENSION PLANS (CONTINUED)

The Company, allocated approximately $.2 million and $(6.5) million of the net
periodic pension (benefit) cost to its affiliated companies in 2001 and 2000,
respectively.

The following table summarizes the status of the plan. At December 31, 2001 and
2000, the projected benefit obligations exceeded the plans' assets. During the
fourth quarter of 2001, the Company recorded a $64.8 million dollar increase in
its minimum pension liability related to its qualified pension plan, of which
$40.9 million was allocated to affiliates. This is reflected as an adjustment to
accumulated other comprehensive income in accordance with Financial Accounting
Standard, No. 130, "Reporting Comprehensive Income" and primarily reflects the
difference between the present value of accumulated benefit obligations and the
market value of assets funding the plan, as determined by the Company's market
value of assets held by the plan due to a general decline in the equity markets.

<Table>
<Caption>
DECEMBER 31,
(IN MILLIONS) 2001 2000
- ------------- -------- --------

Change in benefit obligations:
Projected benefit obligation at beginning of year......... $ 450.9 $392.7
Service cost -- benefits earned during the year........... 14.7 18.5
Interest cost............................................. 30.9 28.6
Actuarial losses (gains).................................. 12.4 37.7
Benefits paid............................................. (25.7) (26.6)
------- ------
Projected benefit obligation at end of year............. 483.2 450.9
------- ------
Change in plan assets:
Fair value of plan assets at beginning of year............ 441.5 470.6
Actual return on plan assets.............................. (51.5) (2.5)
Benefits paid............................................. (25.7) (26.6)
------- ------
Fair value of plan assets at end of year................ 364.3 441.5
------- ------
Funded status of the plan................................. (118.9) (9.4)
Unrecognized transition obligation........................ (17.2) (19.4)
Unamortized prior service cost............................ (1.7) (8.9)
Unrecognized net actuarial losses (gains)................. 27.6 (6.4)
------- ------
Net pension liability................................... $(110.2) $(44.1)
======= ======
</Table>

As a result of AFC's merger with Allmerica P&C, certain pension liabilities were
reduced to reflect their fair value as of the merger date. These pension
liabilities were reduced by $6.1 million and $7.5 million in 2001 and 2000,
respectively, which reflects fair value, net of applicable amortization.

Determination of the projected benefit obligations was based on weighted average
discount rates of 6.88% and 7.25% in 2001 and 2000, respectively, and the
assumed long-term rate of return on plan assets was 9.5% in both 2001 and 2000.
The actuarial present value of the projected benefit obligations was determined
using assumed rates of increase in future compensation levels of 4.0% in 2001
and levels ranging from 5.0% to 5.5% in 2000. Plan assets are invested primarily
in various separate accounts and the general account of FAFLIC. Plan assets also
include 796,462 shares of AFC Common Stock at December 31, 2001 and 2000, with a
market value of $35.5 million and $57.7 million at December 31, 2001 and 2000,
respectively.

F-31
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. PENSION PLANS (CONTINUED)

The Company has a defined contribution 401(k) plan for its employees, whereby
the Company matches employee elective 401(k) contributions, up to a maximum
percentage determined annually by the Board of Directors. During 2001, 2000 and
1999, the Company matched 50% of employees' contributions up to 6.0% of eligible
compensation. The total expense related to this plan was $5.7 million, $6.1
million and $5.9 million in 2001, 2000 and 1999, respectively. The Company
allocated approximately $3.6 million and $2.4 million of the 401(k) expense to
its affiliated companies in 2001 and 2000 respectively. In addition to this
plan, the Company has a defined contribution plan for substantially all of its
agents. The plan expense in 2001, 2000 and 1999 was $3.3 million, $3.2 million
and $3.1 million, respectively.

11. OTHER POSTRETIREMENT BENEFIT PLANS

FAFLIC, as the common employer for all AFC Companies ("affiliated Companies"),
provides multiple postretirement medical and death benefit plans to employees,
agents and retirees of these affiliated Companies. The costs of these plans are
charged to the affiliated Companies in accordance with an intercompany cost
sharing agreement.

Generally, employees become eligible at age 55 with at least 15 years of
service. Spousal coverage is generally provided for up to two years after death
of the retiree. Benefits include hospital, major medical, and a payment at death
equal to retirees' final compensation up to certain limits. Effective
January 1, 1996, the Company revised these benefits so as to establish limits on
future benefit payments and to restrict eligibility to current employees. The
medical plans have varying copayments and deductibles, depending on the plan.
These plans are unfunded.

The plans' funded status reconciled with amounts recognized in the Company's
Consolidated Balance Sheets were as follows:

<Table>
<Caption>
DECEMBER 31,
(IN MILLIONS) 2001 2000
- ------------- -------- --------

Change in benefit obligation:
Accumulated postretirement benefit obligation at beginning
of year................................................... $ 75.5 $ 66.8
Service cost................................................ 2.3 1.9
Interest cost............................................... 4.9 4.9
Actuarial losses (gains).................................... (1.2) 5.6
Benefits paid............................................... (4.3) (3.7)
------ ------
Accumulated postretirement benefit obligation at end of
year.................................................... 77.2 75.5
------ ------
Fair value of plan assets at end of year.................... -- --
------ ------
Funded status of the plan................................... (77.2) (75.5)
Unamortized prior service cost.............................. (5.4) (7.6)
Unrecognized net actuarial gains............................ (8.4) (7.7)
------ ------
Accumulated postretirement benefit costs.................. (91.0) $(90.8)
====== ======
</Table>

F-32
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. OTHER POSTRETIREMENT BENEFIT PLANS (CONTINUED)

The components of net periodic postretirement benefit cost were as follows:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- -------- -------- --------

Service cost................................................ $ 2.3 $ 1.9 $ 2.9
Interest cost............................................... 4.9 4.9 4.6
Actuarial (gains) losses.................................... (0.4) (0.5) 0.1
Amortization of prior service cost.......................... (2.2) (2.2) (2.3)
------ ------ ------
Net periodic postretirement benefit cost.................... $ 4.6 $ 4.1 $ 5.3
====== ====== ======
</Table>

The Company allocated approximately $2.9 million and $2.1 million of the net
periodic postretirement cost to its affiliated companies in 2001 and 2000
respectively.

As a result of AFC's merger with Allmerica P&C in 1997, certain postretirement
liabilities were reduced to reflect their fair value as of the merger date.
These postretirement liabilities were reduced by $3.2 million and $3.9 million
in 2001 and 2000, respectively, which reflects fair value, net of applicable
amortization.

For purposes of measuring the accumulated postretirement benefit obligation at
December 31, 2001, health care costs were assumed to increase 10% in 2002,
declining thereafter until the ultimate rate of 5.0% is reached in 2010 and
remains at that level thereafter. The health care cost trend rate assumption has
a significant effect on the amounts reported. For example, increasing the
assumed health care cost trend rates by one percentage point in each year would
increase the accumulated postretirement benefit obligation at December 31, 2001
by $4.6 million, and the aggregate of the service and interest cost components
of net periodic postretirement benefit expense for 2001 by $0.6 million.
Conversely, decreasing the assumed health care cost trend rates by one
percentage point in each year would decrease the accumulated postretirement
benefit obligation at December 31, 2001 by $4.0 million, and the aggregate of
the service and interest cost components of net periodic postretirement benefit
expense for 2001 by $0.5 million.

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 6.88% and 7.25% at December 31, 2001 and
2000, respectively. In addition, the actuarial present value of the accumulated
postretirement benefit obligation was determined using an assumed rate of
increase in future compensation levels of 4.0% for FAFLIC agents.

12. RELATED PARTY TRANSACTIONS

FAFLIC provides management, space and other services, including accounting,
electronic data processing, human resources, benefits, legal and other staff
functions. Amounts charged by FAFLIC to its affiliates for these services are
based on full cost including all direct and indirect overhead costs, that
amounted to $339.5 million, $300.3 million and $160.2 million in 2001, 2000 and
1999 respectively. The net amounts due from its affiliates for accrued expenses
and various other liabilities and receivables were $87.3 million and $11.4
million at December 31, 2001 and 2000, respectively.

In accordance with the above agreement, FAFLIC has allocated a $40.9 million
minimum pension liability to its affiliates as of December 31, 2001.

In December 2001, the Company's parent, AFC, declared a $30.0 million
contribution of capital consisting of approximately $23.3 million of fixed
maturity securities and $6.7 million of cash paid in 2002.

F-33
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. DIVIDEND RESTRICTIONS

Massachusetts and Delaware have enacted laws governing the payment of dividends
to stockholders by insurers. These laws affect the dividend paying ability of
FAFLIC and AFLIAC, respectively.

Massachusetts' statute limits the dividends an insurer may pay in any twelve
month period, without the prior permission of the Commonwealth of Massachusetts
Insurance Commissioner ("the Commissioner"), to the greater of (i) 10% of its
statutory policyholder surplus as of the preceding December 31 or (ii) the
individual company's statutory net gain from operations for the preceding
calendar year (if such insurer is a life company), or its net income for the
preceding calendar year (if such insurer is not a life company). In addition,
under Massachusetts law, no domestic insurer may pay a dividend or make any
distribution to its shareholders from other than unassigned funds unless the
Commissioner has approved such dividend or distribution. As of July 1, 1999,
FAFLIC's ownership of Allmerica P&C, as well as several non-insurance
subsidiaries, was transferred from FAFLIC to AFC. Under an agreement with the
Commissioner any dividend from FAFLIC to AFC for 2001 would require the prior
approval of the Commissioner. Accordingly, no dividends were declared by FAFLIC
to AFC during 2001, 2000, or 1999. In addition, FAFLIC cannot pay dividends to
AFC without prior approval from the Commissioner during 2002.

Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of Insurance, is limited to the
greater of (i) 10% of its policyholders' surplus as of the preceding December 31
or (ii) the individual company's statutory net gain from operations for the
preceding calendar year (if such insurer is a life company) or its net income
(not including realized capital gains) for the preceding calendar year (if such
insurer is not a life company). Any dividends to be paid by an insurer, whether
or not in excess of the aforementioned threshold, from a source other than
statutory earned surplus would also require the prior approval of the Delaware
Commissioner of Insurance. No dividends were declared by AFLIAC to FAFLIC during
2001, 2000, or 1999. During 2002, AFLIAC cannot pay dividends to FAFLIC without
prior approval.

14. SEGMENT INFORMATION

The Company offers Asset Accumulation financial products and services. Prior to
the AFC corporate reorganization, the Company offered financial products and
services in two major areas: Risk Management and Asset Accumulation. Within
these broad areas, the Company conducted business principally in three operating
segments. These segments were Risk Management, Allmerica Financial Services and
Allmerica Asset Management. In accordance with Statement No. 131, the separate
financial information of each segment is presented consistent with the way
results are regularly evaluated by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. A summary of
the Company's reportable segments is included below.

In 1999, the Company reorganized its Property and Casualty business and
Corporate Risk Management Services operations within the Risk Management
segment. Under the new structure, the Risk Management segment manages its
business through five distribution channels identified as Hanover North, Hanover
South, Citizens Midwest, Allmerica Voluntary Benefits and Allmerica Specialty.
During the second quarter of 1999, the Company approved a plan to exit its group
life and health business, consisting of its EBS business, its AGU business and
its reinsurance pool business. Results of operations from this business,
relating to both the current and the prior periods, have been segregated and
reported as a component of discontinued operations in the Consolidated
Statements of Income. Operating results from this business were previously
reported in the Allmerica Voluntary Benefits and Allmerica Specialty
distribution channels. Prior to 1999, results of the group life and health
business were included in the Corporate Risk Management Services segment, while
all other Risk Management business was reflected in the Property and Casualty
segment.

F-34
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. SEGMENT INFORMATION (CONTINUED)

The Risk Management segment's property and casualty business is offered
primarily through the Hanover North, Hanover South and Citizens Midwest
distribution channels utilizing the Company's independent agent network
primarily in the Northeast, Midwest and Southeast United States, maintaining a
strong regional focus. Allmerica Voluntary Benefits focuses on worksite
distribution, which offers discounted property and casualty products through
employer sponsored programs, and affinity group property and casualty business.
Allmerica Specialty offers special niche property and casualty products in
selected markets. On July 1, 1999, AFC made certain changes to its corporate
structure as discussed in Note 3. As a result, FAFLIC distributed its interest
in the property and casualty business after that date.

The Asset Accumulation group includes two segments: Allmerica Financial Services
and Allmerica Asset Management. The Allmerica Financial Services segment
includes variable annuities, variable universal life and traditional life
insurance products, as well as group retirement products, such as defined
benefit and 401(k) plans and tax-sheltered annuities. Allmerica Financial
Services also includes brokerage and non-institutional investment advisory
services. Through its Allmerica Asset Management segment, the Company offers its
customers the option of investing in GICs, such as long-term and short-term
funding agreements. Short-term funding agreements are investment contracts
issued to institutional buyers, such as money market funds, corporate cash
management programs and securities lending collateral programs, which typically
have short maturities and periodic interest rate resets based on an index such
as LIBOR. Long-term funding agreements are investment contracts issued to
various business or charitable trusts, which are used to support debt issued by
the trust to foreign and domestic institutional buyers, such as banks, insurance
companies and pension plans. These funding agreements have long maturities and
may be issued with a fixed or variable interest rate based on an index such as
LIBOR. This segment is also a Registered Investment Advisor providing investment
advisory services, primarily to affiliates and to third parties, such as money
market and other fixed income clients. As a result of the aforementioned change
in the AFC corporate structure, FAFLIC distributed its ownership of certain
investment advisory business as of July 1, 1999.

In addition to the three operating segments, the Company has a Corporate
segment, which consists primarily of cash, investments, corporate debt, Capital
Securities and corporate overhead expenses. Corporate overhead expenses reflect
costs not attributable to a particular segment, such as those generated by
certain officers and directors, technology, finance, human resources and legal.

Management evaluates the results of the aforementioned segments based on a
pre-tax and pre-minority interest basis. Segment income is determined by
adjusting net income for net realized investment gains and losses, net gains and
losses on disposals of businesses, discontinued operations, extraordinary items,
the cumulative effect of accounting changes and certain other items which
management believes are not indicative of overall operating trends. While these
items may be significant components in understanding and assessing the Company's
financial performance, management believes that the presentation of segment
income enhances understanding of the Company's results of operations by
highlighting net income attributable to the normal, recurring operations of the
business. However, segment income should not be construed as a substitute for
net income determined in accordance with generally accepted accounting
principles.

F-35
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. SEGMENT INFORMATION (CONTINUED)

Summarized below is financial information with respect to business segments:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- -------- -------- --------

Segment revenues:
Risk Management........................................... $-- $ -- $1,075.2
Asset Accumulation
Allmerica Financial Services............................ 816.4 858.1 799.0
Allmerica Asset Management.............................. 143.5 137.7 144.5
------ -------- --------
Subtotal............................................ 959.9 995.8 943.5
------ -------- --------
Corporate................................................. -- -- 0.4
Intersegment revenues..................................... -- -- (0.8)
------ -------- --------
Total segment revenues including Closed Block........... 959.9 995.8 2,018.3
------ -------- --------
Adjustment to segment revenues:
Net realized (losses) gains........................... (86.6) (67.8) 99.7
------ -------- --------
Total revenues.......................................... $873.3 $ 928.0 $2,118.0
====== ======== ========
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- -------- -------- --------
Segment income (loss) before income taxes and minority interest:

Risk Management............................................. $-- $ -- $ 86.3
Asset Accumulation
Allmerica Financial Services.............................. 147.5 224.5 207.1
Allmerica Asset Management................................ 15.9 17.3 21.3
------ -------- --------
Subtotal.............................................. 163.4 241.8 314.7
------ -------- --------
Corporate................................................... (23.7) (25.2) (39.2)
------ -------- --------
Segment income before income taxes and minority interest... 139.7 216.6 275.5
------ -------- --------
Adjustments to segment income:
Net realized investment gains, net of amortization........ (87.1) (62.9) 105.5
Sales practice litigation................................. 7.7
Restructuring costs....................................... -- (11.0) --
Losses on derivative instruments.......................... (35.2) -- --
------ -------- --------
Income before taxes and minority interest................... $ 25.1 $ 142.7 $ 381.0
====== ======== ========
</Table>

<Table>
<Caption>
DECEMBER 31
(IN MILLIONS) 2001 2000 2001 2000
- ------------- --------- --------- --------- ---------
IDENTIFIABLE ASSETS DEFERRED ACQUISITION
COSTS

Risk Management................................. $ 359.4 $ 462.6 $ 3.2 $ 3.3
Asset Accumulation
Allmerica Financial Services.................. 21,163.0 23,129.0 1,585.2 1,420.8
Allmerica Asset Management.................... 2,805.0 2,221.3 -- 0.2
--------- --------- -------- --------
Total..................................... $24,327.4 $25,812.9 $1,588.4 $1,424.3
========= ========= ======== ========
</Table>

F-36
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. LEASE COMMITMENTS

Rental expenses for operating leases, including those related to the
discontinued operations of the Company, amounted to $11.4 million, $11.7 million
and $22.2 million in 2001, 2000, and 1999, respectively. These expenses relate
primarily to building leases of the Company. At December 31, 2001, future
minimum rental payments under non-cancelable operating leases were approximately
$42.6 million, payable as follows: 2002 -- $17.2 million; 2003 --$12.6 million;
2004 -- $7.7 million; 2005 -- $3.5 million; and 2006 -- $1.6 million. It is
expected that, in the normal course of business, leases that expire will be
renewed or replaced by leases on other property and equipment; thus, it is
anticipated that future minimum lease commitments will not be less than the
amounts shown for 2002.

16. REINSURANCE

In the normal course of business, the Company seeks to reduce the losses that
may arise from catastrophes or other events that cause unfavorable underwriting
results by reinsuring certain levels of risk in various areas of exposure with
other insurance enterprises or reinsurers. Reinsurance transactions are
accounted for in accordance with the provisions of Statement of Financial
Accounting Standards No. 113, ACCOUNTING AND REPORTING FOR REINSURANCE OF
SHORT-DURATION AND LONG-DURATION CONTRACTS.

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

Effective January 1, 1999, Allmerica P&C entered into a whole account aggregate
excess of loss reinsurance agreement (See Note 4). Prior to the AFC corporate
reorganization, the Company was subject to concentration of risk with respect to
this reinsurance agreement, which represented 10% or more of the Company's
reinsurance business. Net premiums earned and losses and loss adjustment
expenses ceded under this agreement in 1999 were $21.9 million and $35.0
million, respectively. In addition, the Company was subject to concentration of
risk with respect to reinsurance ceded to various residual market mechanisms. As
a condition to the ability to conduct certain business in various states, the
Company was required to participate in various residual market mechanisms and
pooling arrangements which provide various insurance coverages to individuals or
other entities that are otherwise unable to purchase such coverage voluntarily
provided by private insurers. These market mechanisms and pooling arrangements
included the Massachusetts Commonwealth Automobile Reinsurers ("CAR"), the Maine
Workers' Compensation Residual Market Pool ("MWCRP") and the Michigan
Catastrophic Claims Association ("MCCA"). Prior to the AFC corporate
reorganization, both CAR and MCCA represented 10% or more of the Company's
reinsurance business. As a servicing carrier in Massachusetts, the Company ceded
a significant portion of its private passenger and commercial automobile
premiums to CAR. Net premiums earned and losses and loss adjustment expenses
ceded to CAR in 1999 were $20.4 million and $21.4 million, respectively. The
Company ceded to MCCA premiums earned and losses and loss adjustment expenses in
1999 of $1.8 million and $30.6 million.

Because the MCCA is supported by assessments permitted by statute, and all
amounts billed by the Company to CAR, MWCRP and MCCA have been paid when due,
the Company believes that it has no significant exposure to uncollectible
reinsurance balances.

F-37
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. REINSURANCE (CONTINUED)

The effects of reinsurance were as follows:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31
(IN MILLIONS) 2001 2000 1999
- ------------- -------- -------- --------

Life and accident and health insurance premiums:
Direct.................................................... $ 86.5 $ 92.3 $ 106.2
Assumed................................................... 0.7 0.7 0.7
Ceded..................................................... (38.2) (41.0) (50.6)
------ -------- --------
Net premiums................................................ $ 49.0 $ 52.0 $ 56.3
====== ======== ========
Property and casualty premiums written:
Direct.................................................... $-- $ -- $1,089.0
Assumed................................................... -- -- 27.3
Ceded..................................................... -- -- (135.4)
------ -------- --------
Net premiums................................................ $-- $ -- $ 980.9
====== ======== ========
Property and casualty premiums earned:
Direct.................................................... $-- $ -- $1,047.3
Assumed................................................... -- -- 30.3
Ceded..................................................... -- -- (127.3)
------ -------- --------
Net premiums................................................ $-- $ -- $ 950.3
====== ======== ========
Life insurance and other individual policy benefits, claims,
Losses and loss adjustment expenses:
Direct.................................................... $460.1 $ 453.7 $ 479.5
Assumed................................................... 0.3 0.3 0.1
Ceded..................................................... (46.1) (35.1) (35.8)
------ -------- --------
Net policy benefits, claims, losses and loss adjustment
expenses.................................................. $414.3 $ 418.9 $ 443.8
====== ======== ========
Property and casualty benefits, claims, losses and loss
Adjustment expenses:
Direct.................................................... $-- $ -- $ 805.6
Assumed................................................... -- -- 25.9
Ceded..................................................... -- -- (128.0)
------ -------- --------
Net policy benefits, claims, losses, and loss adjustment
expenses.................................................. $-- $ -- $ 703.5
====== ======== ========
</Table>

F-38
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. DEFERRED POLICY ACQUISITION COSTS

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

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 2001 2000 1999
- ------------- -------- -------- --------

Balance at beginning of year $1,424.3 $1,232.6 $1,011.9
Acquisition expenses deferred............................. 275.4 297.0 421.3
Amortized to expense during the year...................... (77.5) (83.4) (80.6)
Adjustment for commission buyout program.................. (31.6) -- --
Adjustment for discontinued operations.................... (0.2) (2.7) 3.4
Adjustment to equity during the year...................... (2.0) (19.2) 39.3
Adjustment due to distribution of subsidiaries............ -- -- (162.7)
-------- -------- --------
Balance at end of year...................................... $1,588.4 $1,424.3 $1,232.6
======== ======== ========
</Table>

During the first quarter of 2001, the Company implemented an in-force trail
commission program on certain annuity business previously written by qualifying
agents. This program provided for the election of a trail commission on in-force
business in exchange for the buyout of deferred commissions.

18. LIABILITIES FOR OUTSTANDING CLAIMS, LOSSES AND LOSS ADJUSTMENT EXPENSES

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

The liability for future policy benefits and outstanding claims, losses and loss
adjustment expenses, net of reinsurance, related to the Company's accident and
health business, consisting of the Company's exited individual health business
and its discontinued group accident and health business, was $120.5 million,
$184.7 million and $265.5 million at December 31, 2001, 2000 and 1999,
respectively. Reinsurance recoverables related to this business were $343.0
million, $335.9 million and $335.7 million in 2001, 2000 and 1999, respectively.
The decreases in 2001 and 2000 were primarily attributable to the continued
run-off of the group accident and health business. Also, the decrease in 2000
was impacted by the Company's entrance into a reinsurance agreement which
provided for the cession of the Company's long-term group disability reserves,
partially offset by reserve strengthening in the reinsurance pool business.

F-39
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. LIABILITIES FOR OUTSTANDING CLAIMS, LOSSES AND LOSS ADJUSTMENT EXPENSES
(CONTINUED)

The table below provides a reconciliation of the beginning and ending property
and casualty reserve for unpaid losses and LAE as follows:

<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999
- ------------- ---------

Reserve for losses and LAE, beginning of year............... $ 2,597.3
Incurred losses and LAE, net of reinsurance recoverable:
Provision for insured events of current year.............. 795.6
Decrease in provision for insured events of prior years... (96.1)
---------
Total incurred losses and LAE............................... 699.5
---------
Payments, net of reinsurance recoverable:
Losses and LAE attributable to insured events of current
year.................................................... 342.1
Losses and LAE attributable to insured events of prior
years................................................... 424.2
---------
Total payments.............................................. 766.3
---------
Change in reinsurance recoverable on unpaid losses.......... 44.3
Distribution of subsidiaries................................ (2,574.8)
---------
Reserve for losses and LAE, end of year..................... $ --
=========
</Table>

As part of an ongoing process, the reserves have been re-estimated for all prior
accident years and were decreased by $96.1 million in 1999.

Favorable development on prior years' loss reserves was $52.0 million for the
year ended December 31, 1999. Favorable development on prior year's loss
adjustment expense reserves was $44.1 million prior to the AFC corporate
reorganization in 1999.

This favorable development reflected the Company's reserving philosophy
consistently applied. Conditions and trends that have affected development of
the loss and LAE reserves in the past may not necessarily occur in the future.

19. MINORITY INTEREST

As a result of the Company's divestiture of certain of its subsidiaries
including its 84.5% ownership of the outstanding shares of the common stock of
Allmerica P&C effective July 1, 1999, there is no minority interest reflected in
the Consolidated Balance Sheets as of December 31, 2001 and 2000. Earnings and
shareholder's equity attributable to minority shareholders are included in
minority interest in the consolidated financial statements through the period
ended June 30, 1999

F-40
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. CONTINGENCIES

REGULATORY AND INDUSTRY DEVELOPMENTS

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

LITIGATION

In 1997, a lawsuit on behalf of a putative class was instituted against AFC and
certain of its subsidiaries including AFLIAC, alleging fraud, unfair or
deceptive acts, breach of contract, misrepresentation, and related claims in the
sale of life insurance policies. In November 1998, AFC and the plaintiffs
entered into a settlement agreement and in May 1999, the Federal District Court
in Worcester, Massachusetts approved the settlement agreement and certified the
class for this purpose. FAFLIC recognized a $31.0 million pre-tax expense in
1998 related to this litigation. In the second quarter of 2001, the Company
recognized a pre-tax benefit of $7.7 million resulting from the refinement of
cost estimates. Although the Company believes that it has appropriately
recognized its obligation under the settlement, this estimate may be revised
based on the amount of reimbursement actually tendered by AFC's insurance
carriers, and based on changes in the Company's estimate of the ultimate cost of
the benefits to be provided to members of the class.

F-41
<Page>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21. STATUTORY FINANCIAL INFORMATION

The Company is required to file annual statements with state regulatory
authorities prepared on an accounting basis prescribed or permitted by such
authorities (statutory basis). Statutory surplus differs from shareholder's
equity reported in accordance with generally accepted accounting principles
primarily because on a statutory accounting basis policy acquisition costs are
expensed when incurred, investment reserves are based on different assumptions,
post retirement benefit costs are based on different assumptions and reflect a
different method of adoption, life insurance reserves are based on different
assumptions and the recognition of deferred tax assets is based on different
recoverability assumptions.

Effective January 1, 2001 the Company adopted the National Association of
Insurance Commissioners' uniform statutory accounting principles, or
Codification, in accordance with requirements prescribed by state authorities. A
cumulative effect of the change in accounting principle resulted from the
adoption of Codification and was reflected as an adjustment to surplus in 2001.
This adjustment represents the difference between total capital and surplus as
of January 1, 2001 and the amount that total capital and surplus would have been
had the accounting principles been applied retroactively for all periods. As of
January 1, 2001, the Company recorded a cumulative effect adjustment of $45.0
million. Included in this total adjustment is an increase in surplus of $49.7
million related to the establishment of deferred tax assets and reductions in
surplus totaled $4.7 million and resulted from the change in valuations of post
employment benefits and non-admitted assets.

Statutory net income and surplus are as follows:

<Table>
<Caption>
(IN MILLIONS) 2001 2000 1999
- ------------- -------- -------- --------

Statutory Net Income (Combined)
Property and Casualty Companies (See Note 3).............. $-- $-- $ 322.6
Life and Health Companies................................. (44.9) (43.6) 239.0

Statutory Shareholder's Surplus (Combined)
Property and Casualty Companies (See Note 3).............. $-- $-- $ --
Life and Health Companies................................. 377.9 528.5 590.1
</Table>

22. SUBSEQUENT EVENTS (UNAUDITED)

In March 2002, the Company's parent, AFC, declared a $10.0 million contribution
of capital consisting of approximately $9.4 million of fixed maturity securities
and $0.6 million of cash paid in the second quarter of 2002.

F-42
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 2002 (UNAUDITED)

<Table>
<Caption>
AIT AIT AIT
AIT AIT AIT AIT SELECT SELECT SELECT AIT
CORE EQUITY GOVERNMENT MONEY AGGRESSIVE CAPITAL EMERGING SELECT
EQUITY INDEX BOND MARKET GROWTH APPRECIATION MARKETS GROWTH
--------- --------- ---------- --------- ---------- ------------ ---------- ----------

ASSETS:
Investments in shares of
Allmerica Investment Trust.... $ 4,215 $ 32,901 $ 2,077 $ 134,657 $ 3,336 $ 19,961 $ 5,582 $ 13,321
Investments in shares of AIM
Variable Insurance Funds...... -- -- -- -- -- -- -- --
Investments in shares of
Alliance Variable Products
Series Fund, Inc.............. -- -- -- -- -- -- -- --
Investments in shares of
Delaware Group Premium Fund... -- -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund (VIP)........... -- -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund II (VIP II)..... -- -- -- -- -- -- -- --
Investment in shares of Franklin
Templeton Insurance Products
Trust......................... -- -- -- -- -- -- -- --
Investment in shares of INVESCO
Variable Investment
Funds, Inc.................... -- -- -- -- -- -- -- --
Investment in shares of Janus
Aspen Series.................. -- -- -- -- -- -- -- --
Investment in shares of T. Rowe
Price International
Series, Inc................... -- -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Total assets.................. 4,215 32,901 2,077 134,657 3,336 19,961 5,582 13,321
LIABILITIES: -- -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Net assets.................... $ 4,215 $ 32,901 $ 2,077 $ 134,657 $ 3,336 $ 19,961 $ 5,582 $ 13,321
========= ========= ========= ========= ========= ========= ========= =========
NET ASSET DISTRIBUTION BY
CATEGORY:
Estate Optimizer life
policies.................... $ 2,493 $ 2,589 $ -- $ 16,836 $ -- $ 3,026 $ -- $ 2,479
Allmerica Select SPL life
policies.................... -- 26,680 -- 113,740 -- 12,951 1,511 7,581
Value of investment by First
Allmerica Financial Life
Insurance Company
(Sponsor)................... 1,722 3,632 2,077 4,081 3,336 3,984 4,071 3,261
--------- --------- --------- --------- --------- --------- --------- ---------
$ 4,215 $ 32,901 $ 2,077 $ 134,657 $ 3,336 $ 19,961 $ 5,582 $ 13,321
========= ========= ========= ========= ========= ========= ========= =========
ESTATE OPTIMIZER:
Units outstanding, March 31,
2002........................ 4,894 4,852 2,000 18,500 2,000 5,038 2,000 5,041
Net asset value per unit,
March 31, 2002.............. $0.861312 $0.907790 $1.038337 $1.020345 $0.833698 $0.996082 $1.017744 $0.815102
ALLMERICA SELECT SPL:
Units outstanding, March 31,
2002........................ -- 31,390 -- 113,472 2,000 15,002 3,485 11,301
Net asset value per unit,
March 31, 2002.............. $ -- $0.907790 $ -- $1.020345 $0.833698 $0.996082 $1.017744 $0.815102
</Table>

The accompanying notes are an integral part of these financial statements.
SA-1
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
MARCH 31, 2002 (UNAUDITED)

<Table>
<Caption>
AIT AIT AIT AIT AIT AIT
SELECT SELECT SELECT SELECT SELECT SELECT AIM V.I.
GROWTH AND INTERNATIONAL INVESTMENT STRATEGIC STRATEGIC VALUE AGGRESSIVE
INCOME EQUITY GRADE INCOME GROWTH INCOME OPPORTUNITY GROWTH
---------- ------------- ------------ ---------- ---------- ----------- ----------

ASSETS:
Investments in shares of
Allmerica Investment Trust.... $ 40,098 $ 9,800 $ 276,001 $ 8,262 $ 42,133 $ 7,288 $ --
Investments in shares of AIM
Variable Insurance Funds...... -- -- -- -- -- -- 3,775
Investments in shares of
Alliance Variable Products
Series Fund, Inc.............. -- -- -- -- -- -- --
Investments in shares of
Delaware Group Premium Fund... -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund (VIP)........... -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund II (VIP II)..... -- -- -- -- -- -- --
Investment in shares of Franklin
Templeton Insurance Products
Trust......................... -- -- -- -- -- -- --
Investment in shares of INVESCO
Variable Investment
Funds, Inc.................... -- -- -- -- -- -- --
Investment in shares of Janus
Aspen Series.................. -- -- -- -- -- -- --
Investment in shares of T. Rowe
Price International
Series, Inc................... -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Total assets.................. 40,098 9,800 276,001 8,262 42,133 7,288 3,775
LIABILITIES: -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net assets.................... $ 40,098 $ 9,800 $ 276,001 $ 8,262 $ 42,133 $ 7,288 $ 3,775
========= ========= ========= ========= ========= ========= =========
NET ASSET DISTRIBUTION BY
CATEGORY:
Estate Optimizer life
policies.................... $ 2,541 $ 1,279 $ 5,700 $ -- $ 3,215 $ -- $ --
Allmerica Select SPL life
policies.................... 33,991 5,160 268,221 5,509 34,768 2,942 2,031
Value of investment by First
Allmerica Financial Life
Insurance Company
(Sponsor)................... 3,566 3,361 2,080 2,753 4,150 4,346 1,744
--------- --------- --------- --------- --------- --------- ---------
$ 40,098 $ 9,800 $ 276,001 $ 8,262 $ 42,133 $ 7,288 $ 3,775
========= ========= ========= ========= ========= ========= =========
ESTATE OPTIMIZER:
Units outstanding, March 31,
2002........................ 4,851 3,523 7,476 2,000 5,099 2,000 --
Net asset value per unit,
March 31, 2002.............. $0.891227 $0.839907 $1.040895 $0.688008 $1.037499 $1.086427 $ --
ALLMERICA SELECT SPL:
Units outstanding, March 31,
2002........................ 40,140 8,144 257,683 10,007 35,511 4,708 4,329
Net asset value per unit,
March 31, 2002.............. $0.891227 $0.839907 $1.040895 $0.688008 $1.037499 $1.086427 $0.872070
</Table>

The accompanying notes are an integral part of these financial statements.
SA-2
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
MARCH 31, 2002 (UNAUDITED)

<Table>
<Caption>
ALLIANCE ALLIANCE FIDELITY FIDELITY
GROWTH AND PREMIER DGPF VIP FIDELITY FIDELITY FIDELITY VIP II
INCOME GROWTH INTERNATIONAL EQUITY- VIP VIP VIP ASSET
CLASS B CLASS B EQUITY INCOME GROWTH HIGH INCOME OVERSEAS MANAGER
---------- --------- ------------- ---------- ---------- ----------- --------- ---------

ASSETS:
Investments in shares of
Allmerica Investment Trust.... $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Investments in shares of AIM
Variable Insurance Funds...... -- -- -- -- -- -- -- --
Investments in shares of
Alliance Variable Products
Series Fund, Inc.............. 46,357 26,370 -- -- -- -- -- --
Investments in shares of
Delaware Group Premium Fund... -- -- 1,860 -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund (VIP)........... -- -- -- 57,123 69,847 35,887 1,636 --
Investments in shares of
Fidelity Variable Insurance
Products Fund II (VIP II)..... -- -- -- -- -- -- -- 1,933
Investment in shares of Franklin
Templeton Insurance Products
Trust......................... -- -- -- -- -- -- -- --
Investment in shares of INVESCO
Variable Investment
Funds, Inc.................... -- -- -- -- -- -- -- --
Investment in shares of Janus
Aspen Series.................. -- -- -- -- -- -- -- --
Investment in shares of T. Rowe
Price International
Series, Inc................... -- -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Total assets.................. 46,357 26,370 1,860 57,123 69,847 35,887 1,636 1,933
LIABILITIES: -- -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Net assets.................... $ 46,357 $ 26,370 $ 1,860 $ 57,123 $ 69,847 $ 35,887 $ 1,636 $ 1,933
========= ========= ========= ========= ========= ========= ========= =========
NET ASSET DISTRIBUTION BY
CATEGORY:
Estate Optimizer life
policies.................... $ -- $ -- $ -- $ 2,635 $ 4,250 $ 1,170 $ -- $ --
Allmerica Select SPL life
policies.................... 44,473 23,159 -- 50,586 62,155 31,088 -- --
Value of investment by First
Allmerica Financial Life
Insurance Company
(Sponsor)................... 1,884 3,211 1,860 3,902 3,442 3,629 1,636 1,933
--------- --------- --------- --------- --------- --------- --------- ---------
$ 46,357 $ 26,370 $ 1,860 $ 57,123 $ 69,847 $ 35,887 $ 1,636 $ 1,933
========= ========= ========= ========= ========= ========= ========= =========
ESTATE OPTIMIZER:
Units outstanding, March 31,
2002........................ -- 2,000 2,000 4,701 6,938 3,290 2,000 2,000
Net asset value per unit,
March 31, 2002.............. $ -- $0.802418 $0.929796 $0.975575 $0.860582 $0.907029 $0.817888 $0.966286
ALLMERICA SELECT SPL:
Units outstanding, March 31,
2002........................ 49,207 30,862 -- 53,853 74,224 36,275 -- --
Net asset value per unit,
March 31, 2002.............. $0.942076 $0.802418 $ -- $0.975575 $0.860582 $0.907029 $ -- $ --
</Table>

The accompanying notes are an integral part of these financial statements.
SA-3
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
MARCH 31, 2002 (UNAUDITED)

<Table>
<Caption>
FT VIP
FRANKLIN FT VIP FT VIP INVESCO JANUS T. ROWE
LARGE CAP FRANKLIN MUTUAL VIF ASPEN PRICE
GROWTH SMALL CAP SHARES HEALTH GROWTH INTERNATIONAL
CLASS 2 CLASS 2 CLASS 2 SCIENCES SERVICE SHARES STOCK
--------- --------- --------- --------- -------------- -------------

ASSETS:
Investments in shares of
Allmerica Investment Trust.... $ -- $ -- $ -- $ -- $ -- $ --
Investments in shares of AIM
Variable Insurance Funds...... -- -- -- -- -- --
Investments in shares of
Alliance Variable Products
Series Fund, Inc.............. -- -- -- -- -- --
Investments in shares of
Delaware Group Premium Fund... -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund (VIP)........... -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund II (VIP II)..... -- -- -- -- -- --
Investments in shares of
Franklin Templeton Insurance
Products Trust................ 1,737 19,896 33,227 -- -- --
Investment in shares of INVESCO
Variable Investment
Funds, Inc.................... -- -- -- 8,514 -- --
Investment in shares of Janus
Aspen Series.................. -- -- -- -- 11,230 --
Investment in shares of T. Rowe
Price International
Series, Inc................... -- -- -- -- -- 12,117
--------- --------- --------- --------- --------- ---------
Total assets.................. 1,737 19,896 33,227 8,514 11,230 12,117
LIABILITIES: -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net assets.................... $ 1,737 $ 19,896 $ 33,227 $ 8,514 $ 11,230 $ 12,117
========= ========= ========= ========= ========= =========
NET ASSET DISTRIBUTION BY
CATEGORY:
Estate Optimizer life
policies.................... $ -- $ 5,716 $ -- $ -- $ -- $ 1,301
Allmerica Select SPL life
policies.................... -- 10,525 31,213 4,666 8,081 7,455
Value of investment by First
Allmerica Financial Life
Insurance Company
(Sponsor)................... 1,737 3,655 2,014 3,848 3,149 3,361
--------- --------- --------- --------- --------- ---------
$ 1,737 $ 19,896 $ 33,227 $ 8,514 $ 11,230 $ 12,117
========= ========= ========= ========= ========= =========
ESTATE OPTIMIZER:
Units outstanding, March 31,
2002........................ 2,000 8,256 -- 2,000 2,000 3,548
Net asset value per unit,
March 31, 2002.............. $0.868371 $0.913713 $ -- $0.962039 $0.787311 $0.840428
ALLMERICA SELECT SPL:
Units outstanding, March 31,
2002........................ -- 13,519 32,989 6,850 12,264 10,870
Net asset value per unit,
March 31, 2002.............. $ -- $0.913713 $1.007237 $0.962039 $0.787311 $0.840428
</Table>

The accompanying notes are an integral part of these financial statements.
SA-4
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS

<Table>
<Caption>
AIT AIT AIT
CORE EQUITY GOVERNMENT
EQUITY INDEX BOND
----------------------------- ----------------------------- -----------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- -------------- ------------- -------------- ------------- --------------

INVESTMENT INCOME:
Dividends.............. $ 9 $ 20 $ 94 $ 102 $ 26 $76
EXPENSES:
Mortality and expense
risk fees.......... 9 17 68 65 5 12
---- ----- ---- ------ ---- ---
Net investment income
(loss)............. -- 3 26 37 21 64
---- ----- ---- ------ ---- ---
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- 487 -- 206 -- --
Net realized gain
(loss) from sales of
investments.......... (5) (6) 3 -- -- --
---- ----- ---- ------ ---- ---
Net realized gain
(loss)............. (5) 481 3 206 -- --
Net unrealized gain
(loss)............... (51) (675) (73) 809 (35) 27
---- ----- ---- ------ ---- ---
Net realized and
unrealized gain
(loss)............. (56) (194) (70) 1,015 (35) 27
---- ----- ---- ------ ---- ---
Net increase
(decrease) in net
assets from
operations......... $(56) $(191) $(44) $1,052 $(14) $91
==== ===== ==== ====== ==== ===

<Caption>
AIT
MONEY
MARKET
-----------------------------
FOR THE FOR THE
3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED)
------------- --------------

INVESTMENT INCOME:
Dividends.............. $899 $1,680
EXPENSES:
Mortality and expense
risk fees.......... 399 494
---- ------
Net investment income
(loss)............. 500 1,186
---- ------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- --
Net realized gain
(loss) from sales of
investments.......... -- --
---- ------
Net realized gain
(loss)............. -- --
Net unrealized gain
(loss)............... -- --
---- ------
Net realized and
unrealized gain
(loss)............. -- --
---- ------
Net increase
(decrease) in net
assets from
operations......... $500 $1,186
==== ======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-5
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
AIT AIT AIT
SELECT SELECT SELECT
AGGRESSIVE CAPITAL EMERGING
GROWTH APPRECIATION MARKETS
----------------------------- ----------------------------- -----------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- -------------- ------------- -------------- ------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ -- $ -- $ -- $ -- $ --
EXPENSES:
Mortality and expense
risk fees.......... 7 20 35 47 12 23
----- ------- ---- ---- ---- -----
Net investment income
(loss)............. (7) (20) (35) (47) (12) (23)
----- ------- ---- ---- ---- -----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- 868 -- 290 -- --
Net realized gain
(loss) from sales of
investments.......... (3) (7) -- (8) 1 (2)
----- ------- ---- ---- ---- -----
Net realized gain
(loss)............. (3) 861 -- 282 1 (2)
Net unrealized gain
(loss)............... (110) (1,385) 368 328 471 (156)
----- ------- ---- ---- ---- -----
Net realized and
unrealized gain
(loss)............. (113) (524) 368 610 472 (158)
----- ------- ---- ---- ---- -----
Net increase
(decrease) in net
assets from
operations......... $(120) $ (544) $333 $563 $460 $(181)
===== ======= ==== ==== ==== =====

AIT
SELECT
GROWTH
-----------------------------
FOR THE FOR THE
3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED)
------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ --
EXPENSES:
Mortality and expense
risk fees.......... 29 40
----- -----
Net investment income
(loss)............. (29) (40)
----- -----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- 194
Net realized gain
(loss) from sales of
investments.......... (8) (6)
----- -----
Net realized gain
(loss)............. (8) 188
Net unrealized gain
(loss)............... (497) (442)
----- -----
Net realized and
unrealized gain
(loss)............. (505) (254)
----- -----
Net increase
(decrease) in net
assets from
operations......... $(534) $(294)
===== =====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-6
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
AIT
AIT AIT SELECT
SELECT SELECT INVESTMENT
GROWTH AND INTERNATIONAL GRADE
INCOME EQUITY INCOME
----------------------------- ----------------------------- -----------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- -------------- ------------- -------------- ------------- --------------

INVESTMENT INCOME:
Dividends.............. $ 69 $ 39 $ -- $ 58 $ 4,182 $ 4,618
EXPENSES:
Mortality and expense
risk fees.......... 49 50 21 29 457 502
---- ---- ----- ------- ------- -------
Net investment income
(loss)............. 20 (11) (21) 29 3,725 4,116
---- ---- ----- ------- ------- -------
REALIZED AND UNREALIZED
GAIN (LOSS)
ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- -- -- 675 -- --
Net realized gain
(loss) from sales of
investments.......... (1) (2) (11) (10) (11) 188
---- ---- ----- ------- ------- -------
Net realized gain
(loss)............. (1) (2) (11) 665 (11) 188
Net unrealized gain
(loss)............... 142 181 (72) (1,243) (6,216) (1,603)
---- ---- ----- ------- ------- -------
Net realized and
unrealized gain
(loss)............. 141 179 (83) (578) (6,227) (1,415)
---- ---- ----- ------- ------- -------
Net increase
(decrease) in net
assets from
operations......... $161 $168 $(104) $ (549) $(2,502) $ 2,701
==== ==== ===== ======= ======= =======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-7
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
AIT AIT AIT
SELECT SELECT SELECT
STRATEGIC STRATEGIC VALUE
GROWTH INCOME OPPORTUNITY
----------------------------- ----------------------------- -----------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- -------------- ------------- -------------- ------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ -- $ 307 $ 201 $ -- $ 23
EXPENSES:
Mortality and expense
risk fees.......... 14 24 55 41 16 26
----- ----- ----- ----- ---- ----
Net investment income
(loss)............. (14) (24) 252 160 (16) (3)
----- ----- ----- ----- ---- ----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- -- -- 226 -- 394
Net realized gain
(loss) from sales of
investments.......... (4) (5) (1) 1 -- (2)
----- ----- ----- ----- ---- ----
Net realized gain
(loss)............. (4) (5) (1) 227 -- 392
Net unrealized gain
(loss)............... (703) (312) (418) (290) 338 (31)
----- ----- ----- ----- ---- ----
Net realized and
unrealized gain
(loss)............. (707) (317) (419) (63) 338 361
----- ----- ----- ----- ---- ----
Net increase
(decrease) in net
assets from
operations......... $(721) $(341) $(167) $ 97 $322 $358
===== ===== ===== ===== ==== ====

AIM V.I.
AGGRESSIVE
GROWTH
-----------------------------
FOR THE FOR THE
3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED)
------------- --------------

INVESTMENT INCOME:
Dividends.............. $-- $ --
EXPENSES:
Mortality and expense
risk fees.......... 8 13
--- -----
Net investment income
(loss)............. (8) (13)
--- -----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- --
Net realized gain
(loss) from sales of
investments.......... (2) (1)
--- -----
Net realized gain
(loss)............. (2) (1)
Net unrealized gain
(loss)............... 43 (201)
--- -----
Net realized and
unrealized gain
(loss)............. 41 (202)
--- -----
Net increase
(decrease) in net
assets from
operations......... $33 $(215)
=== =====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-8
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
ALLIANCE ALLIANCE
GROWTH AND PREMIER DGPF
INCOME GROWTH INTERNATIONAL
CLASS B CLASS B EQUITY
----------------------------- ----------------------------- -----------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- -------------- ------------- -------------- ------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ 11 $ -- $ -- $135 $ --
EXPENSES:
Mortality and expense
risk fees.......... 87 66 56 76 4 11
------ ----- ------- ----- ---- -----
Net investment income
(loss)............. (87) (55) (56) (76) 131 (11)
------ ----- ------- ----- ---- -----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- 81 -- 199 -- --
Net realized gain
(loss) from sales of
investments.......... 2 (204) (9) (253) -- (1)
------ ----- ------- ----- ---- -----
Net realized gain
(loss)............. 2 (123) (9) (54) -- (1)
Net unrealized gain
(loss)............... 1,410 316 (1,654) 314 (65) (194)
------ ----- ------- ----- ---- -----
Net realized and
unrealized gain
(loss)............. 1,412 193 (1,663) 260 (65) (195)
------ ----- ------- ----- ---- -----
Net increase
(decrease) in net
assets from
operations......... $1,325 $ 138 $(1,719) $ 184 $ 66 $(206)
====== ===== ======= ===== ==== =====

<Caption>
FIDELITY
VIP
EQUITY-
INCOME
-----------------------------
FOR THE FOR THE
3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED)
------------- --------------

INVESTMENT INCOME:
Dividends.............. $335 $ --
EXPENSES:
Mortality and expense
risk fees.......... 62 44
---- ----
Net investment income
(loss)............. 273 (44)
---- ----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... 456 --
Net realized gain
(loss) from sales of
investments.......... -- (2)
---- ----
Net realized gain
(loss)............. 456 (2)
Net unrealized gain
(loss)............... 73 324
---- ----
Net realized and
unrealized gain
(loss)............. 529 322
---- ----
Net increase
(decrease) in net
assets from
operations......... $802 $278
==== ====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-9
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

FIDELITY FIDELITY FIDELITY
VIP VIP VIP
GROWTH HIGH INCOME OVERSEAS
----------------------------- ----------------------------- -----------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- -------------- ------------- -------------- ------------- --------------

INVESTMENT INCOME:
Dividends.............. $ 47 $ -- $ 2,123 $ -- $12 $ --
EXPENSES:
Mortality and expense
risk fees.......... 84 37 53 63 4 10
------ ----- ------- ------- --- -----
Net investment income
(loss)............. (37) (37) 2,070 (63) 8 (10)
------ ----- ------- ------- --- -----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- -- -- -- -- --
Net realized gain
(loss) from sales of
investments.......... 4 (104) (13) (42) (1) (2)
------ ----- ------- ------- --- -----
Net realized gain
(loss)............. 4 (104) (13) (42) (1) (2)
Net unrealized gain
(loss)............... 1,649 (169) (1,956) (959) 17 (376)
------ ----- ------- ------- --- -----
Net realized and
unrealized gain
(loss)............. 1,653 (273) (1,969) (1,001) 16 (378)
------ ----- ------- ------- --- -----
Net increase
(decrease) in net
assets from
operations......... $1,616 $(310) $ 101 $(1,064) $24 $(388)
====== ===== ======= ======= === =====

<Caption>
FIDELITY
VIP II
ASSET
MANAGER
-----------------------------
FOR THE FOR THE
3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED)
------------- --------------

INVESTMENT INCOME:
Dividends.............. $ 71 $ --
EXPENSES:
Mortality and expense
risk fees.......... 4 12
---- ----
Net investment income
(loss)............. 67 (12)
---- ----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- --
Net realized gain
(loss) from sales of
investments.......... -- --
---- ----
Net realized gain
(loss)............. -- --
Net unrealized gain
(loss)............... (78) (44)
---- ----
Net realized and
unrealized gain
(loss)............. (78) (44)
---- ----
Net increase
(decrease) in net
assets from
operations......... $(11) $(56)
==== ====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-10
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
FT VIP
FRANKLIN FT VIP FT VIP
LARGE CAP FRANKLIN MUTUAL
GROWTH SMALL CAP SHARES
CLASS 2 CLASS 2 CLASS 2
----------------------------- ----------------------------- -----------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- -------------- ------------- -------------- ------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ 6 $ -- $ 14 $ -- $ 36
EXPENSES:
Mortality and expense
risk fees.......... 4 10 25 29 45 28
---- ----- ---- ---- ---- ----
Net investment income
(loss)............. (4) (4) (25) (15) (45) 8
---- ----- ---- ---- ---- ----
REALIZED AND UNREALIZED
GAIN (LOSS)
ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- 415 -- -- -- 122
Net realized gain
(loss) from sales of
investments.......... (2) (3) 2 (4) 6 --
---- ----- ---- ---- ---- ----
Net realized gain
(loss)............. (2) 412 2 (4) 6 122
Net unrealized gain
(loss)............... (9) (656) 463 69 974 419
---- ----- ---- ---- ---- ----
Net realized and
unrealized gain
(loss)............. (11) (244) 465 65 980 541
---- ----- ---- ---- ---- ----
Net increase
(decrease) in net
assets from
operations......... $(15) $(248) $440 $ 50 $935 $549
==== ===== ==== ==== ==== ====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-11
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
INVESCO JANUS T. ROWE
VIF ASPEN PRICE
HEALTH GROWTH INTERNATIONAL
SCIENCES SERVICE SHARES STOCK
----------------------------- ----------------------------- -----------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01* 3 MONTHS PERIOD 5/1/01*
ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01 ENDED 3/31/02 TO 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- -------------- ------------- -------------- ------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ 30 $ -- $ -- $ -- $ 169
EXPENSES:
Mortality and expense
risk fees.......... 19 33 24 33 24 27
----- ----- ----- ----- ---- -----
Net investment income
(loss)............. (19) (3) (24) (33) (24) 142
----- ----- ----- ----- ---- -----
REALIZED AND UNREALIZED
GAIN (LOSS)
ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- -- -- 7 -- --
Net realized gain
(loss) from sales of
investments.......... (3) 1 -- (1) (5) (6)
----- ----- ----- ----- ---- -----
Net realized gain
(loss)............. (3) 1 -- 6 (5) (6)
Net unrealized gain
(loss)............... (501) 113 4 (99) 280 (738)
----- ----- ----- ----- ---- -----
Net realized and
unrealized gain
(loss)............. (504) 114 4 (93) 275 (744)
----- ----- ----- ----- ---- -----
Net increase
(decrease) in net
assets from
operations......... $(523) $ 111 $ (20) $(126) $251 $(602)
===== ===== ===== ===== ==== =====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-12
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS

<Table>
<Caption>
AIT AIT AIT AIT
CORE EQUITY EQUITY INDEX GOVERNMENT BOND MONEY MARKET
------------------------ ------------------------ ------------------------ ------------------------
3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM
ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO
3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ -- $ 3 $ 26 $ 37 $ 21 $ 64 $ 500 $ 1,186
Net realized gain
(loss)............. (5) 481 3 206 -- -- -- --
Net unrealized gain
(loss)............. (51) (675) (73) 809 (35) 27 -- --
------ ------ ------- ------- ------ ------ -------- ---------
Net increase
(decrease) in net
assets from
operations......... (56) (191) (44) 1,052 (14) 91 500 1,186
------ ------ ------- ------- ------ ------ -------- ---------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- 361,592 481,124
Terminations......... -- -- -- -- -- -- -- --
Insurance and other
charges............ (16) (16) (214) (147) -- -- (1,902) (2,188)
Transfers between
sub-accounts
(including fixed
account), net...... -- 2,494 2,494 25,760 -- -- (337,833) (371,793)
Other transfers from
(to) the General
Account............ -- -- -- -- -- -- -- (29)
Net increase
(decrease) in
investment by
Sponsor............ -- 2,000 -- 4,000 -- 2,000 -- 4,000
------ ------ ------- ------- ------ ------ -------- ---------
Net increase
(decrease) in net
assets from policy
transactions....... (16) 4,478 2,280 29,613 -- 2,000 21,857 111,114
------ ------ ------- ------- ------ ------ -------- ---------
Net increase
(decrease) in net
assets............. (72) 4,287 2,236 30,665 (14) 2,091 22,357 112,300
NET ASSETS:
Beginning of
period............. 4,287 -- 30,665 -- 2,091 -- 112,300 --
------ ------ ------- ------- ------ ------ -------- ---------
End of period........ $4,215 $4,287 $32,901 $30,665 $2,077 $2,091 $134,657 $ 112,300
====== ====== ======= ======= ====== ====== ======== =========
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-13
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
SELECT AIT SELECT AIT SELECT AIT SELECT
STRATEGIC INCOME CAPITAL APPRECIATION EMERGING MARKETS GROWTH
------------------------ ------------------------ ------------------------ ------------------------
3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM
ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO
3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ (7) $ (20) $ (35) $ (47) $ (12) $ (23) $ (29) $ (40)
Net realized gain
(loss)............. (3) 861 -- 282 1 (2) (8) 188
Net unrealized gain
(loss)............. (110) (1,385) 368 328 471 (156) (497) (442)
------ ------ ------- ------- ------ ------ ------- -------
Net increase
(decrease) in net
assets from
operations......... (120) (544) 333 563 460 (181) (534) (294)
------ ------ ------- ------- ------ ------ ------- -------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- -- --
Terminations......... -- -- -- -- -- -- -- --
Insurance and other
charges............ -- -- (90) (87) (12) (7) (77) (69)
Transfers between
sub-accounts
(including fixed
account), net...... -- -- 5,772 9,470 -- 1,322 -- 10,295
Other transfers from
(to) the General
Account............ -- -- -- -- -- -- -- --
Net increase
(decrease) in
investment by
Sponsor............ -- 4,000 -- 4,000 -- 4,000 -- 4,000
------ ------ ------- ------- ------ ------ ------- -------
Net increase
(decrease) in net
assets from policy
transactions....... -- 4,000 5,682 13,383 (12) 5,315 (77) 14,226
------ ------ ------- ------- ------ ------ ------- -------
Net increase
(decrease) in net
assets............. (120) 3,456 6,015 13,946 448 5,134 (611) 13,932
NET ASSETS:
Beginning of
period............. 3,456 -- 13,946 -- 5,134 -- 13,932 --
------ ------ ------- ------- ------ ------ ------- -------
End of period........ $3,336 $3,456 $19,961 $13,946 $5,582 $5,134 $13,321 $13,932
====== ====== ======= ======= ====== ====== ======= =======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-14
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
AIT SELECT AIT SELECT AIT SELECT AIT SELECT
GROWTH AND INCOME INTERNATIONAL EQUITY INVESTMENT GRADE INCOME STRATEGIC GROWTH
------------------------ ------------------------ ------------------------ ------------------------
3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM
ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO
3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ 20 $ (11) $ (21) $ 29 $ 3,725 $ 4,116 $ (14) $ (24)
Net realized gain
(loss)............. (1) (2) (11) 665 (11) 188 (4) (5)
Net unrealized gain
(loss)............. 142 181 (72) (1,243) (6,216) (1,603) (703) (312)
------- ------- ------ ------- -------- -------- ------ ------
Net increase
(decrease) in net
assets from
operations......... 161 168 (104) (549) (2,502) 2,701 (721) (341)
------- ------- ------ ------- -------- -------- ------ ------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- -- --
Terminations......... -- -- -- -- -- -- -- --
Insurance and other
charges............ (136) (104) (48) (36) (1,531) (1,581) (29) (19)
Transfers between
sub-accounts
(including fixed
account), net...... 20,514 15,495 -- 6,537 119,536 157,643 2,772 2,600
Other transfers from
(to) the General
Account............ -- -- -- -- -- (157) -- --
Net increase
(decrease) in
investment by
Sponsor............ -- 4,000 -- 4,000 -- 1,892 -- 4,000
------- ------- ------ ------- -------- -------- ------ ------
Net increase
(decrease) in net
assets from policy
transactions....... 20,378 19,391 (48) 10,501 118,005 157,797 2,743 6,581
------- ------- ------ ------- -------- -------- ------ ------
Net increase
(decrease) in net
assets............. 20,539 19,559 (152) 9,952 115,503 160,498 2,022 6,240
NET ASSETS:
Beginning of
period............. 19,559 -- 9,952 -- 160,498 -- 6,240 --
------- ------- ------ ------- -------- -------- ------ ------
End of period........ $40,098 $19,559 $9,800 $ 9,952 $276,001 $160,498 $8,262 $6,240
======= ======= ====== ======= ======== ======== ====== ======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-15
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
ALLIANCE
AIT SELECT AIT SELECT AIM V.I. GROWTH AND
STRATEGIC INCOME VALUE OPPORTUNITY AGGRESSIVE GROWTH INCOME CLASS B
------------------------ ------------------------ ------------------------ ------------------------
3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM
ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO
3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ 252 $ 160 $ (16) $ (3) $ (8) $ (13) $ (87) $ (55)
Net realized gain
(loss)............. (1) 227 -- 392 (2) (1) 2 (123)
Net unrealized gain
(loss)............. (418) (290) 338 (31) 43 (201) 1,410 316
------- ------- ------ ------ ------ ------ ------- -------
Net increase
(decrease) in net
assets from
operations......... (167) 97 322 358 33 (215) 1,325 138
------- ------- ------ ------ ------ ------ ------- -------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- -- --
Terminations......... -- -- -- -- -- -- -- --
Insurance and other
charges............ (139) (64) (22) (14) (16) (11) (291) (168)
Transfers between
sub-accounts
(including fixed
account), net...... 28,547 9,859 -- 2,644 -- 1,984 9,979 33,276
Other transfers from
(to) the General
Account............ -- -- -- -- -- -- -- 98
Net increase
(decrease) in
investment by
Sponsor............ -- 4,000 -- 4,000 -- 2,000 -- 2,000
------- ------- ------ ------ ------ ------ ------- -------
Net increase
(decrease) in net
assets from policy
transactions....... 28,408 13,795 (22) 6,630 (16) 3,973 9,688 35,206
------- ------- ------ ------ ------ ------ ------- -------
Net increase
(decrease) in net
assets............. 28,241 13,892 300 6,988 17 3,758 11,013 35,344
NET ASSETS:
Beginning of
period............. 13,892 -- 6,988 -- 3,758 -- 35,344 --
------- ------- ------ ------ ------ ------ ------- -------
End of period........ $42,133 $13,892 $7,288 $6,988 $3,775 $3,758 $46,357 $35,344
======= ======= ====== ====== ====== ====== ======= =======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-16
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
ALLIANCE FIDELITY
PREMIER DGPF VIP
GROWTH INTERNATIONAL EQUITY-
CLASS B EQUITY INCOME
------------------------ ------------------------ ------------------------
3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM
ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO
3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss).............. $ (56) $ (76) $ 131 $ (11) $ 273 $ (44)
Net realized gain
(loss).............. (9) (54) -- (1) 456 (2)
Net unrealized gain
(loss).............. (1,654) 314 (65) (194) 73 324
------- ------- ------ ------ ------- -------
Net increase
(decrease) in net
assets from
operations.......... (1,719) 184 66 (206) 802 278
------- ------- ------ ------ ------- -------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- --
Terminations......... -- -- -- -- -- --
Insurance and other
charges............. (132) (179) -- -- (182) (68)
Transfers between
sub-accounts
(including fixed
account), net....... 3,195 20,841 -- -- 43,410 8,883
Other transfers from
(to) the General
Account............. -- 180 -- -- -- --
Net increase
(decrease) in
investment by
Sponsor............. -- 4,000 -- 2,000 -- 4,000
------- ------- ------ ------ ------- -------
Net increase
(decrease) in net
assets from policy
transactions........ 3,063 24,842 -- 2,000 43,228 12,815
------- ------- ------ ------ ------- -------
Net increase
(decrease) in net
assets.............. 1,344 25,026 66 1,794 44,030 13,093
NET ASSETS:
Beginning of
period.............. 25,026 -- 1,794 -- 13,093 --
------- ------- ------ ------ ------- -------
End of period........ $26,370 $25,026 $1,860 $1,794 $57,123 $13,093
======= ======= ====== ====== ======= =======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-17
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
FIDELITY
FIDELITY FIDELITY FIDELITY VIP II
VIP VIP VIP ASSET
GROWTH HIGH INCOME OVERSEAS MANAGER
------------------------ ------------------------ ------------------------ ------------------------
3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM
ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO
3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ (37) $ (37) $ 2,070 $ (63) $ 8 $ (10) $ 67 $ (12)
Net realized gain
(loss)............. 4 (104) (13) (42) (1) (2) -- --
Net unrealized gain
(loss)............. 1,649 (169) (1,956) (959) 17 (376) (78) (44)
------- ------- ------- ------- ------ ------ ------ ------
Net increase
(decrease) in net
assets from
operations......... 1,616 (310) 101 (1,064) 24 (388) (11) (56)
------- ------- ------- ------- ------ ------ ------ ------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- -- --
Terminations......... -- -- -- -- -- -- -- --
Insurance and other
charges................ (255) (26) (90) (123) -- -- -- --
Transfers between
sub-accounts
(including fixed
account), net...... 45,967 18,844 18,718 14,340 -- -- -- --
Other transfers from
(to) the General
Account............ (1) 12 -- 5 -- -- -- --
Net increase
(decrease) in
investment by
Sponsor............ -- 4,000 -- 4,000 -- 2,000 -- 2,000
------- ------- ------- ------- ------ ------ ------ ------
Net increase
(decrease) in net
assets from policy
transactions....... 45,711 22,830 18,628 18,222 -- 2,000 -- 2,000
------- ------- ------- ------- ------ ------ ------ ------
Net increase
(decrease) in net
assets............. 47,327 22,520 18,729 17,158 24 1,612 (11) 1,944
NET ASSETS:
Beginning of
period............. 22,520 -- 17,158 -- 1,612 -- 1,944 --
------- ------- ------- ------- ------ ------ ------ ------
End of period........ $69,847 $22,520 $35,887 $17,158 $1,636 $1,612 $1,933 $1,944
======= ======= ======= ======= ====== ====== ====== ======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-18
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
FT VIP
FRANKLIN FT VIP FT VIP INVESCO
LARGE CAP FRANKLIN MUTUAL VIF
GROWTH SMALL CAP SHARES HEALTH
CLASS 2 CLASS 2 CLASS 2 SCIENCES
------------------------ ------------------------ ------------------------ ------------------------
3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM
ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO ENDED 5/1/01* TO
3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01 3/31/02 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ (4) $ (4) $ (25) $ (15) $ (45) $ 8 $ (19) $ (3)
Net realized gain
(loss)............. (2) 412 2 (4) 6 122 (3) 1
Net unrealized gain
(loss)............. (9) (656) 463 69 974 419 (501) 113
------ ------ ------- ------ ------- ------- ------ ------
Net increase
(decrease) in net
assets from
operations......... (15) (248) 440 50 935 549 (523) 111
------ ------ ------- ------ ------- ------- ------ ------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- -- --
Terminations......... -- -- -- -- -- -- -- --
Insurance and other
charges............ -- -- (52) (16) (138) (55) (37) (27)
Transfers between
sub-accounts
(including fixed
account), net...... -- -- 12,978 2,496 19,956 9,980 -- 4,990
Other transfers from
(to) the General
Account............ -- -- -- -- -- -- -- --
Net increase
(decrease) in
investment by
Sponsor............ -- 2,000 -- 4,000 -- 2,000 -- 4,000
------ ------ ------- ------ ------- ------- ------ ------
Net increase
(decrease) in net
assets from policy
transactions....... -- 2,000 12,926 6,480 19,818 11,925 (37) 8,963
------ ------ ------- ------ ------- ------- ------ ------
Net increase
(decrease) in net
assets............. (15) 1,752 13,366 6,530 20,753 12,474 (560) 9,074
NET ASSETS:
Beginning of
period............. 1,752 -- 6,530 -- 12,474 -- 9,074 --
------ ------ ------- ------ ------- ------- ------ ------
End of period........ $1,737 $1,752 $19,896 $6,530 $33,227 $12,474 $8,514 $9,074
====== ====== ======= ====== ======= ======= ====== ======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-19
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
JANUS T. ROWE
ASPEN PRICE
GROWTH INTERNATIONAL
SERVICE SHARES STOCK
------------------------ ------------------------
3 MONTHS PERIOD FROM 3 MONTHS PERIOD FROM
ENDED 5/1/01* TO ENDED 5/1/01* TO
3/31/02 12/31/01 3/31/02 12/31/01
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- -----------

INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................... $ (24) $ (33) $ (24) $ 142
Net realized gain
(loss)................... -- 6 (5) (6)
Net unrealized gain
(loss)................... 4 (99) 280 (738)
------- ------- ------- ------
Net increase (decrease) in
net assets from
operations............... (20) (126) 251 (602)
------- ------- ------- ------
FROM POLICY TRANSACTIONS:
Net premiums.............. -- -- -- --
Terminations.............. -- -- -- --
Insurance and other
charges.................. (64) (44) (53) (26)
Transfers between
sub-accounts (including
fixed account), net...... -- 7,484 3,993 4,554
Other transfers from (to)
the General Account...... -- -- -- --
Net increase (decrease) in
investment by Sponsor.... -- 4,000 -- 4,000
------- ------- ------- ------
Net increase (decrease) in
net assets from policy
transactions............. (64) 11,440 3,940 8,528
------- ------- ------- ------
Net increase (decrease) in
net assets............... (84) 11,314 4,191 7,926
NET ASSETS:
Beginning of period....... 11,314 -- 7,926 --
------- ------- ------- ------
End of period............. $11,230 $11,314 $12,117 $7,926
======= ======= ======= ======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-20
<Page>
SEPARATE ACCOUNT SPVL
NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION

The Select SPVL Account ("the Separate Account") is a separate investment
account of First Allmerica Financial Life Insurance Company ("FAFLIC"),
established on May 1, 2001 for the purpose of separating from the general assets
of FAFLIC those assets used to fund the variable portion of certain flexible
premium variable life insurance policies ("the Policies") issued by FAFLIC.
FAFLIC is a wholly owned subsidiary of Allmerica Financial Corporation ("AFC").
Under applicable insurance law, the assets and liabilities of the Separate
Account are clearly identified and distinguished from the other assets and
liabilities of FAFLIC. The Separate Account cannot be charged with liabilities
arising out of any other business of FAFLIC.

The Separate Account is registered as a unit investment trust under the
Investment Company Act of 1940, as amended ("the 1940 Act"). The Separate
Account currently offers twenty-nine Sub-Accounts of which all had investment
activity during the year. Each Sub-Account invests exclusively in one of the
Funds ("Underlying Funds") that are part of the following fund groups:

<Table>
<Caption>
FUND GROUP INVESTMENT MANAGER
- ---------- ------------------

Allmerica Investment Trust ("AIT") Allmerica Financial Investment Management
Services, Inc. ("AFIMS")
AIM Variable Insurance Funds ("AIM V.I.") A I M Advisors, Inc.
Alliance Variable Products Series Fund, Inc. Alliance Capital Management, L.P.
(Class B) ("Alliance B")
Delaware Group Premium Fund ("DGPF") Delaware International Advisors Ltd.
Fidelity Variable Insurance Products Fund Fidelity Management & Research Company ("FMR")
("Fidelity VIP")
Fidelity Variable Products Fund II Fidelity Management & Research Company ("FMR")
("Fidelity VIP II")
Franklin Templeton Variable Insurance Products Franklin Mutual Advisors, LLC
Trust (Class 2) ("FT VIP")
INVESCO Variable Investment Funds, Inc. INVESCO Funds Group, Inc.
("INVESCO VIF")
Janus Aspen Series (Service Shares) Janus Capital
("Janus Aspen")
T Rowe Price International Series, Inc. T Rowe Price International
("T Rowe Price")
</Table>

The Fund Groups listed above are open-end, diversified, management
investment companies registered under the 1940 Act. AFIMS is an indirect wholly
owned subsidiary of FAFLIC.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates at the date of the financial statements. Actual
results could differ from those estimates.

SA-21
<Page>
SEPARATE ACCOUNT SPVL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following is a summary of significant accounting policies followed by
the Separate Account in the preparation of its financial statements.

INVESTMENTS -- Security transactions are recorded as of the trade date.
Investments held by the Sub-Accounts are stated at the net asset value per share
of the Underlying Funds. Realized investment gains and losses are determined
using the average cost method. Dividend income and capital gain distributions
are recorded on the ex-distribution date and are reinvested in additional shares
of the Underlying Funds at net asset value.

FEDERAL INCOME TAXES -- The operations of the Separate Account are included
in the federal income tax return of FAFLIC, which is taxed as a life insurance
company under Subchapter L of the Internal Revenue Code ("IRC"). FAFLIC files a
consolidated federal tax return with AFC and AFC's affiliates. Under the current
provisions of the IRC, FAFLIC does not expect to incur federal income taxes on
the earnings or realized capital gains attributable to the Separate Account.
Based on this, no Federal income tax provision is required. FAFLIC will review
periodically the status of this policy during the year in the event of changes
in the tax law. A charge may be made in future years for any federal income
taxes that would be attributable to the policies.

Under the provisions of Section 817(h) of IRC, a variable life insurance
policy, other than a policy issued in connection with certain types of employee
benefit plans, will not be treated as a variable life insurance policy for
federal income tax purposes for any period for which the investments of the
segregated asset account on which the policy is based are not adequately
diversified. IRC provides that the "adequately diversified" requirement may be
met if the underlying investments satisfy either a statutory safe harbor test or
diversification requirements set forth in regulations issued by the Secretary of
the Treasury. The Internal Revenue Service has issued regulations under
Section 817(h) of IRC. FAFLIC believes that the Separate Account satisfies the
current requirements of the regulations, and it intends that it will continue to
meet such requirements.

SA-22
<Page>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of First Allmerica Financial Life Insurance Company
and the Policyowners of Separate Account SPVL of First Allmerica Financial Life
Insurance Company

In our opinion, the accompanying statements of assets and liabilities, and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the Sub-Accounts
constituting Separate Account SPVL of First Allmerica Financial Life Insurance
Company at December 31, 2001, and the results of each of their operations and
the changes in each of their net assets for the period May 1, 2001 (commencement
of operations) through December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of First Allmerica Financial Life Insurance
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
financial statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit, which included confirmation of securities at December 31, 2001 by
correspondence with the Funds, provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
March 28, 2002
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS:
Investments in shares of
Allmerica Investment Trust.... $ 4,287 $ 30,665 $ 2,091 $ 112,300 $ 3,456 $ 13,946 $ 5,134
Investments in shares of AIM
Variable Insurance Funds...... -- -- -- -- -- -- --
Investments in shares of
Alliance Variable Products
Series Fund, Inc.............. -- -- -- -- -- -- --
Investments in shares of
Delaware Group Premium Fund... -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund (VIP)........... -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund II (VIP II)..... -- -- -- -- -- -- --
Investment in shares of Franklin
Templeton Insurance Products
Trust......................... -- -- -- -- -- -- --
Investment in shares of INVESCO
Variable Investment Funds,
Inc........................... -- -- -- -- -- -- --
Investment in shares of Janus
Aspen Series.................. -- -- -- -- -- -- --
Investment in shares of T. Rowe
Price International Series,
Inc........................... -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Total assets.................. 4,287 30,665 2,091 112,300 3,456 13,946 5,134
LIABILITIES: -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net assets.................... $ 4,287 $ 30,665 $ 2,091 $ 112,300 $ 3,456 $ 13,946 $ 5,134
========= ========= ========= ========= ========= ========= =========
NET ASSET DISTRIBUTION BY
CATEGORY:
Estate Optimizer life
policies.................... $ 2,542 $ 2,607 $ -- $ 25,920 $ -- $ -- $ --
Allmerica Select SPL life
policies.................... -- 24,426 -- 82,309 -- 9,981 1,398
Value of investment by First
Allmerica Financial Life
Insurance
Company (Sponsor)........... 1,745 3,632 2,091 4,071 3,456 3,965 3,736
--------- --------- --------- --------- --------- --------- ---------
$ 4,287 $ 30,665 $ 2,091 $ 112,300 $ 3,456 $ 13,946 $ 5,134
========= ========= ========= ========= ========= ========= =========
ESTATE OPTIMIZER:
Units outstanding,
December 31, 2001........... 4,913 4,871 2,000 27,474 2,000 2,000 2,000
Net asset value per unit,
December 31, 2001........... $0.872674 $0.907878 $1.045333 $1.017506 $0.863880 $0.991157 $0.934038
ALLMERICA SELECT SPL:
Units outstanding,
December 31, 2001........... -- 28,905 -- 82,893 2,000 12,070 3,497
Net asset value per unit,
December 31, 2001........... $ -- $0.907878 $ -- $1.017506 $0.863880 $0.991157 $0.934038
</Table>

The accompanying notes are an integral part of these financial statements.
SA-1
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 2001

<Table>
<Caption>
AIT AIT AIT AIT AIT AIT
AIT SELECT SELECT SELECT SELECT SELECT SELECT
SELECT GROWTH AND INTERNATIONAL INVESTMENT STRATEGIC STRATEGIC VALUE
GROWTH INCOME EQUITY GRADE INCOME GROWTH INCOME OPPORTUNITY
--------- ---------- ------------- ------------ ---------- ---------- -----------

ASSETS:
Investments in shares of
Allmerica Investment Trust.... $ 13,932 $ 19,559 $ 9,952 $ 160,498 $ 6,240 $ 13,892 $ 6,988
Investments in shares of AIM
Variable Insurance Funds...... -- -- -- -- -- -- --
Investments in shares of
Alliance Variable Products
Series Fund, Inc.............. -- -- -- -- -- -- --
Investments in shares of
Delaware Group Premium Fund... -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund (VIP)........... -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund II (VIP II)..... -- -- -- -- -- -- --
Investment in shares of Franklin
Templeton Insurance Products
Trust......................... -- -- -- -- -- -- --
Investment in shares of INVESCO
Variable Investment Funds,
Inc........................... -- -- -- -- -- -- --
Investment in shares of Janus
Aspen Series.................. -- -- -- -- -- -- --
Investment in shares of T. Rowe
Price International Series,
Inc........................... -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Total assets.................. 13,932 19,559 9,952 160,498 6,240 13,892 6,988
LIABILITIES: -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net assets.................... $ 13,932 $ 19,559 $ 9,952 $ 160,498 $ 6,240 $ 13,892 $ 6,988
========= ========= ========= ========= ========= ========= =========
NET ASSET DISTRIBUTION BY
CATEGORY:
Estate Optimizer life
policies.................... $ 2,594 $ 2,590 $ 1,301 $ 5,773 $ -- $ 3,241 $ --
Allmerica Select SPL life
policies.................... 7,947 13,359 5,257 152,631 2,991 6,493 2,835
Value of investment by First
Allmerica Financial Life
Insurance
Company (Sponsor)........... 3,391 3,610 3,394 2,094 3,249 4,158 4,153
--------- --------- --------- --------- --------- --------- ---------
$ 13,932 $ 19,559 $ 9,952 $ 160,498 $ 6,240 $ 13,892 $ 6,988
========= ========= ========= ========= ========= ========= =========
ESTATE OPTIMIZER:
Units outstanding,
December 31, 2001........... 5,061 4,870 3,533 7,512 2,000 5,119 2,000
Net asset value per unit,
December 31, 2001........... $0.847576 $0.902483 $0.848647 $1.047302 $0.812323 $1.039229 $1.038381
ALLMERICA SELECT SPL:
Units outstanding,
December 31, 2001........... 11,376 16,802 8,194 145,737 5,682 8,248 4,730
Net asset value per unit,
December 31, 2001........... $0.847576 $0.902483 $0.848647 $1.047302 $0.812323 $1.039229 $1.038381
</Table>

The accompanying notes are an integral part of these financial statements.
SA-2
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 2001

ASSETS:
Investments in shares of
Allmerica Investment Trust.... $ -- $ -- $ -- $ -- $ -- $ -- $ --
Investments in shares of AIM
Variable Insurance Funds...... 3,758 -- -- -- -- -- --
Investments in shares of
Alliance Variable Products
Series Fund, Inc.............. -- 35,344 25,026 -- -- -- --
Investments in shares of
Delaware Group Premium Fund... -- -- -- 1,794 -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund (VIP)........... -- -- -- -- 13,093 22,520 17,158
Investments in shares of
Fidelity Variable Insurance
Products Fund II (VIP II)..... -- -- -- -- -- -- --
Investment in shares of Franklin
Templeton Insurance Products
Trust......................... -- -- -- -- -- -- --
Investment in shares of INVESCO
Variable Investment Funds,
Inc........................... -- -- -- -- -- -- --
Investment in shares of Janus
Aspen Series.................. -- -- -- -- -- -- --
Investment in shares of T. Rowe
Price International Series,
Inc........................... -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Total assets.................. 3,758 35,344 25,026 1,794 13,093 22,520 17,158
LIABILITIES: -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net assets.................... $ 3,758 $ 35,344 $ 25,026 $ 1,794 $ 13,093 $ 22,520 $ 17,158
========= ========= ========= ========= ========= ========= =========
NET ASSET DISTRIBUTION BY
CATEGORY:
Estate Optimizer life
policies.................... $ -- $ -- $ -- $ -- $ 2,561 $ 1,329 $ 1,176
Allmerica Select SPL life
policies.................... 2,029 33,486 21,593 -- 6,765 17,702 12,356
Value of investment by First
Allmerica Financial Life
Insurance
Company (Sponsor)........... 1,729 1,858 3,433 1,794 3,767 3,489 3,626
--------- --------- --------- --------- --------- --------- ---------
$ 3,758 $ 35,344 $ 25,026 $ 1,794 $ 13,093 $ 22,520 $ 17,158
========= ========= ========= ========= ========= ========= =========
ESTATE OPTIMIZER:
Units outstanding,
December 31, 2001........... -- -- 2,000 2,000 4,719 3,524 3,298
Net asset value per unit,
December 31, 2001........... $ -- $ -- $0.858101 $0.897146 $0.941805 $0.872018 $0.906306
ALLMERICA SELECT SPL:
Units outstanding,
December 31, 2001........... 4,347 38,045 27,164 -- 9,183 22,300 15,633
Net asset value per unit,
December 31, 2001........... $0.864421 $0.928998 $0.858101 $ -- $0.941805 $0.872018 $0.906306
</Table>

The accompanying notes are an integral part of these financial statements.
SA-3
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 2001

<Table>
<Caption>
FT VIP
FIDELITY FRANKLIN FT VIP FT VIP INVESCO JANUS T. ROWE
FIDELITY VIP II LARGE CAP FRANKLIN MUTUAL VIF ASPEN PRICE
VIP ASSET GROWTH SMALL CAP SHARES HEALTH GROWTH INTERNATIONAL
OVERSEAS MANAGER CLASS 2 CLASS 2 CLASS 2 SCIENCES SERVICE SHARES STOCK
--------- --------- --------- --------- --------- --------- -------------- -------------

ASSETS:
Investments in shares of
Allmerica Investment Trust.... $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Investments in shares of AIM
Variable Insurance Funds...... -- -- -- -- -- -- -- --
Investments in shares of
Alliance Variable Products
Series Fund, Inc.............. -- -- -- -- -- -- -- --
Investments in shares of
Delaware Group Premium Fund... -- -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund (VIP)........... 1,612 -- -- -- -- -- -- --
Investments in shares of
Fidelity Variable Insurance
Products Fund II (VIP II)..... -- 1,944 -- -- -- -- -- --
Investment in shares of Franklin
Templeton Insurance Products
Trust......................... -- -- 1,752 6,530 12,474 -- -- --
Investment in shares of INVESCO
Variable Investment Funds,
Inc........................... -- -- -- -- -- 9,074 -- --
Investment in shares of Janus
Aspen Series.................. -- -- -- -- -- -- 11,314 --
Investment in shares of T. Rowe
Price International Series,
Inc........................... -- -- -- -- -- -- -- 7,926
--------- --------- --------- --------- --------- --------- --------- ---------
Total assets.................. 1,612 1,944 1,752 6,530 12,474 9,074 11,314 7,926
LIABILITIES: -- -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Net assets.................... $ 1,612 $ 1,944 $ 1,752 $ 6,530 $ 12,474 $ 9,074 $ 11,314 $ 7,926
========= ========= ========= ========= ========= ========= ========= =========
NET ASSET DISTRIBUTION BY
CATEGORY:
Estate Optimizer life
policies.................... $ -- $ -- $ -- $ 2,804 $ -- $ -- $ -- $ 1,298
Allmerica Select SPL life
policies.................... -- -- -- -- 10,502 4,991 8,160 3,297
Value of investment by First
Allmerica Financial Life
Insurance
Company (Sponsor)........... 1,612 1,944 1,752 3,726 1,972 4,083 3,154 3,331
--------- --------- --------- --------- --------- --------- --------- ---------
$ 1,612 $ 1,944 $ 1,752 $ 6,530 $ 12,474 $ 9,074 $ 11,314 $ 7,926
========= ========= ========= ========= ========= ========= ========= =========
ESTATE OPTIMIZER:
Units outstanding,
December 31, 2001........... 2,000 2,000 2,000 5,011 -- 2,000 2,000 3,558
Net asset value per unit,
December 31, 2001........... $0.805850 $0.971867 $0.875773 $0.931410 $ -- $1.020842 $0.788671 $0.832861
ALLMERICA SELECT SPL:
Units outstanding,
December 31, 2001........... -- -- -- 2,000 12,648 6,889 12,346 5,959
Net asset value per unit,
December 31, 2001........... $ -- $ -- $ -- $0.931410 $0.986291 $1.020842 $0.788671 $0.832861
</Table>

The accompanying notes are an integral part of these financial statements.
SA-4
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS

<Table>
<Caption>
AIT AIT
AIT AIT AIT AIT SELECT SELECT
CORE EQUITY GOVERNMENT MONEY AGGRESSIVE CAPITAL
EQUITY INDEX BOND MARKET GROWTH APPRECIATION
-------------- -------------- -------------- -------------- -------------- --------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01*
TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01
-------------- -------------- -------------- -------------- -------------- --------------

INVESTMENT INCOME:
Dividends.............. $ 20 $ 102 $76 $1,680 $ -- $ --
EXPENSES:
Mortality and expense
risk fees.......... 17 65 12 494 20 47
----- ------ --- ------ ------- ----
Net investment income
(loss)............. 3 37 64 1,186 (20) (47)
----- ------ --- ------ ------- ----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... 487 206 -- -- 868 290
Net realized gain
(loss) from sales of
investments.......... (6) -- -- -- (7) (8)
----- ------ --- ------ ------- ----
Net realized gain
(loss)............. 481 206 -- -- 861 282
Net unrealized gain
(loss)............... (675) 809 27 -- (1,385) 328
----- ------ --- ------ ------- ----
Net realized and
unrealized gain
(loss)............. (194) 1,015 27 -- (524) 610
----- ------ --- ------ ------- ----
Net increase
(decrease) in net
assets from
operations......... $(191) $1,052 $91 $1,186 $ (544) $563
===== ====== === ====== ======= ====

<Caption>
AIT
SELECT
EMERGING
MARKETS
--------------
FOR THE
PERIOD 5/1/01*
TO 12/31/01
--------------

INVESTMENT INCOME:
Dividends.............. $ --
EXPENSES:
Mortality and expense
risk fees.......... 23
-----
Net investment income
(loss)............. (23)
-----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... --
Net realized gain
(loss) from sales of
investments.......... (2)
-----
Net realized gain
(loss)............. (2)
Net unrealized gain
(loss)............... (156)
-----
Net realized and
unrealized gain
(loss)............. (158)
-----
Net increase
(decrease) in net
assets from
operations......... $(181)
=====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-5
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
AIT
AIT AIT SELECT AIT AIT
AIT SELECT SELECT INVESTMENT SELECT SELECT
SELECT GROWTH AND INTERNATIONAL GRADE STRATEGIC STRATEGIC
GROWTH INCOME EQUITY INCOME GROWTH INCOME
-------------- -------------- -------------- -------------- -------------- --------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01*
TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01
-------------- -------------- -------------- -------------- -------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ 39 $ 58 $ 4,618 $ -- $ 201
EXPENSES:
Mortality and expense
risk fees.......... 40 50 29 502 24 41
----- ---- ------ ------- ----- -----
Net investment income
(loss)............. (40) (11) 29 4,116 (24) 160
----- ---- ------ ------- ----- -----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... 194 -- 675 -- -- 226
Net realized gain
(loss) from sales of
investments.......... (6) (2) (10) 188 (5) 1
----- ---- ------ ------- ----- -----
Net realized gain
(loss)............. 188 (2) 665 188 (5) 227
Net unrealized gain
(loss)............... (442) 181 (1,243) (1,603) (312) (290)
----- ---- ------ ------- ----- -----
Net realized and
unrealized gain
(loss)............. (254) 179 (578) (1,415) (317) (63)
----- ---- ------ ------- ----- -----
Net increase
(decrease) in net
assets from
operations......... $(294) $168 $ (549) $ 2,701 $(341) $ 97
===== ==== ====== ======= ===== =====

AIT
SELECT
VALUE
OPPORTUNITY
--------------
FOR THE
PERIOD 5/1/01*
TO 12/31/01
--------------

INVESTMENT INCOME:
Dividends.............. $ 23
EXPENSES:
Mortality and expense
risk fees.......... 26
----
Net investment income
(loss)............. (3)
----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... 394
Net realized gain
(loss) from sales of
investments.......... (2)
----
Net realized gain
(loss)............. 392
Net unrealized gain
(loss)............... (31)
----
Net realized and
unrealized gain
(loss)............. 361
----
Net increase
(decrease) in net
assets from
operations......... $358
====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-6
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
ALLIANCE ALLIANCE FIDELITY
AIM V.I. GROWTH AND PREMIER DGPF VIP FIDELITY
AGGRESSIVE INCOME GROWTH INTERNATIONAL EQUITY- VIP
GROWTH CLASS B CLASS B EQUITY INCOME GROWTH
-------------- -------------- -------------- -------------- -------------- --------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01*
TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01
-------------- -------------- -------------- -------------- -------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ 11 $ -- $ -- $ -- $ --
EXPENSES:
Mortality and expense
risk fees.......... 13 66 76 11 44 37
----- ----- ----- ----- ---- -----
Net investment income
(loss)............. (13) (55) (76) (11) (44) (37)
----- ----- ----- ----- ---- -----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- 81 199 -- -- --
Net realized gain
(loss) from sales of
investments.......... (1) (204) (253) (1) (2) (104)
----- ----- ----- ----- ---- -----
Net realized gain
(loss)............. (1) (123) (54) (1) (2) (104)
Net unrealized gain
(loss)............... (201) 316 314 (194) 324 (169)
----- ----- ----- ----- ---- -----
Net realized and
unrealized gain
(loss)............. (202) 193 260 (195) 322 (273)
----- ----- ----- ----- ---- -----
Net increase
(decrease) in net
assets from
operations......... $(215) $ 138 $ 184 $(206) $278 $(310)
===== ===== ===== ===== ==== =====

FIDELITY
VIP
HIGH INCOME
--------------
FOR THE
PERIOD 5/1/01*
TO 12/31/01
--------------

INVESTMENT INCOME:
Dividends.............. $ --
EXPENSES:
Mortality and expense
risk fees.......... 63
-------
Net investment income
(loss)............. (63)
-------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... --
Net realized gain
(loss) from sales of
investments.......... (42)
-------
Net realized gain
(loss)............. (42)
Net unrealized gain
(loss)............... (959)
-------
Net realized and
unrealized gain
(loss)............. (1,001)
-------
Net increase
(decrease) in net
assets from
operations......... $(1,064)
=======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-7
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF OPERATIONS (CONTINUED)

<Table>
<Caption>
FT VIP
FIDELITY FRANKLIN FT VIP FT VIP INVESCO
FIDELITY VIP II LARGE CAP FRANKLIN MUTUAL VIF
VIP ASSET GROWTH SMALL CAP SHARES HEALTH
OVERSEAS MANAGER CLASS 2 CLASS 2 CLASS 2 SCIENCES
-------------- -------------- -------------- -------------- -------------- --------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01* PERIOD 5/1/01*
TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01 TO 12/31/01
-------------- -------------- -------------- -------------- -------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ -- $ 6 $14 $ 36 $ 30
EXPENSES:
Mortality and expense
risk fees.......... 10 12 10 29 28 33
----- ---- ----- --- ---- ----
Net investment income
(loss)............. (10) (12) (4) (15) 8 (3)
----- ---- ----- --- ---- ----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... -- -- 415 -- 122 --
Net realized gain
(loss) from sales of
investments.......... (2) -- (3) (4) -- 1
----- ---- ----- --- ---- ----
Net realized gain
(loss)............. (2) -- 412 (4) 122 1
Net unrealized gain
(loss)............... (376) (44) (656) 69 419 113
----- ---- ----- --- ---- ----
Net realized and
unrealized gain
(loss)............. (378) (44) (244) 65 541 114
----- ---- ----- --- ---- ----
Net increase
(decrease) in net
assets from
operations......... $(388) $(56) $(248) $50 $549 $111
===== ==== ===== === ==== ====

JANUS T. ROWE
ASPEN PRICE
GROWTH INTERNATIONAL
SERVICE SHARES STOCK
-------------- --------------
FOR THE FOR THE
PERIOD 5/1/01* PERIOD 5/1/01*
TO 12/31/01 TO 12/31/01
-------------- --------------

INVESTMENT INCOME:
Dividends.............. $ -- $ 169
EXPENSES:
Mortality and expense
risk fees.......... 33 27
----- -----
Net investment income
(loss)............. (33) 142
----- -----
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors... 7 --
Net realized gain
(loss) from sales of
investments.......... (1) (6)
----- -----
Net realized gain
(loss)............. 6 (6)
Net unrealized gain
(loss)............... (99) (738)
----- -----
Net realized and
unrealized gain
(loss)............. (93) (744)
----- -----
Net increase
(decrease) in net
assets from
operations......... $(126) $(602)
===== =====
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-8
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS

<Table>
<Caption>
AIT AIT AIT
AIT AIT AIT AIT SELECT SELECT SELECT
CORE EQUITY GOVERNMENT MONEY AGGRESSIVE CAPITAL EMERGING
EQUITY INDEX BOND MARKET GROWTH APPRECIATION MARKETS
----------- ----------- ----------- ----------- ----------- ------------ -----------
PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM
5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO
12/31/01 12/31/01 12/31/01 12/31/01 12/31/01 12/31/01 12/31/01
----------- ----------- ----------- ----------- ----------- ------------ -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ 3 $ 37 $ 64 $ 1,186 $ (20) $ (47) $ (23)
Net realized gain
(loss)............. 481 206 -- -- 861 282 (2)
Net unrealized gain
(loss)............. (675) 809 27 -- (1,385) 328 (156)
------ ------- ------ --------- ------- ------- ------
Net increase
(decrease) in net
assets from
operations......... (191) 1,052 91 1,186 (544) 563 (181)
------ ------- ------ --------- ------- ------- ------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- 481,124 -- -- --
Insurance and other
charges............ (16) (147) -- (2,188) -- (87) (7)
Transfers between
sub--accounts
(including fixed
account), net...... 2,494 25,760 -- (371,793) -- 9,470 1,322
Other transfers from
(to) the General
Account............ -- -- -- (29) -- -- --
Net increase
(decrease) in
investment by
Sponsor............ 2,000 4,000 2,000 4,000 4,000 4,000 4,000
------ ------- ------ --------- ------- ------- ------
Net increase
(decrease) in net
assets from policy
transactions....... 4,478 29,613 2,000 111,114 4,000 13,383 5,315
------ ------- ------ --------- ------- ------- ------
Net increase
(decrease) in net
assets............. 4,287 30,665 2,091 112,300 3,456 13,946 5,134
NET ASSETS:
Beginning of year.... -- -- -- -- -- -- --
------ ------- ------ --------- ------- ------- ------
End of year.......... $4,287 $30,665 $2,091 $ 112,300 $ 3,456 $13,946 $5,134
====== ======= ====== ========= ======= ======= ======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-9
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
AIT
AIT AIT SELECT AIT AIT AIT
AIT SELECT SELECT INVESTMENT SELECT SELECT SELECT
SELECT GROWTH AND INTERNATIONAL GRADE STRATEGIC STRATEGIC VALUE
GROWTH INCOME EQUITY INCOME GROWTH INCOME OPPORTUNITY
----------- ----------- ------------- ----------- ----------- ----------- -----------
PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM
5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO
12/31/01 12/31/01 12/31/01 12/31/01 12/31/01 12/31/01 12/31/01
----------- ----------- ------------- ----------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ (40) $ (11) $ 29 $ 4,116 $ (24) $ 160 $ (3)
Net realized gain
(loss)............. 188 (2) 665 188 (5) 227 392
Net unrealized gain
(loss)............. (442) 181 (1,243) (1,603) (312) (290) (31)
------- ------- ------- -------- ------ ------- ------
Net increase
(decrease) in net
assets from
operations......... (294) 168 (549) 2,701 (341) 97 358
------- ------- ------- -------- ------ ------- ------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- --
Insurance and other
charges............ (69) (104) (36) (1,581) (19) (64) (14)
Transfers between
sub--accounts
(including fixed
account), net...... 10,295 15,495 6,537 157,643 2,600 9,859 2,644
Other transfers from
(to) the General
Account............ -- -- -- (157) -- -- --
Net increase
(decrease) in
investment by
Sponsor............ 4,000 4,000 4,000 1,892 4,000 4,000 4,000
------- ------- ------- -------- ------ ------- ------
Net increase
(decrease) in net
assets from policy
transactions....... 14,226 19,391 10,501 157,797 6,581 13,795 6,630
------- ------- ------- -------- ------ ------- ------
Net increase
(decrease) in net
assets............. 13,932 19,559 9,952 160,498 6,240 13,892 6,988
NET ASSETS:
Beginning of year.... -- -- -- -- -- -- --
------- ------- ------- -------- ------ ------- ------
End of year.......... $13,932 $19,559 $ 9,952 $160,498 $6,240 $13,892 $6,988
======= ======= ======= ======== ====== ======= ======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-10
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
ALLIANCE ALLIANCE FIDELITY
AIM V.I. GROWTH AND PREMIER DGPF VIP FIDELITY FIDELITY
AGGRESSIVE INCOME GROWTH INTERNATIONAL EQUITY- VIP VIP
GROWTH CLASS B CLASS B EQUITY INCOME GROWTH HIGH INCOME
----------- ----------- ----------- ------------- ----------- ----------- -----------
PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM
5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO
12/31/01 12/31/01 12/31/01 12/31/01 12/31/01 12/31/01 12/31/01
----------- ----------- ----------- ------------- ----------- ----------- -----------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ (13) $ (55) $ (76) $ (11) $ (44) $ (37) $ (63)
Net realized gain
(loss)............. (1) (123) (54) (1) (2) (104) (42)
Net unrealized gain
(loss)............. (201) 316 314 (194) 324 (169) (959)
------ ------- ------- ------ ------- ------- -------
Net increase
(decrease) in net
assets from
operations......... (215) 138 184 (206) 278 (310) (1,064)
------ ------- ------- ------ ------- ------- -------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- --
Insurance and other
charges............ (11) (168) (179) -- (68) (26) (123)
Transfers between
sub--accounts
(including fixed
account), net...... 1,984 33,276 20,841 -- 8,883 18,844 14,340
Other transfers from
(to) the General
Account............ -- 98 180 -- -- 12 5
Net increase
(decrease) in
investment by
Sponsor............ 2,000 2,000 4,000 2,000 4,000 4,000 4,000
------ ------- ------- ------ ------- ------- -------
Net increase
(decrease) in net
assets from policy
transactions....... 3,973 35,206 24,842 2,000 12,815 22,830 18,222
------ ------- ------- ------ ------- ------- -------
Net increase
(decrease) in net
assets............. 3,758 35,344 25,026 1,794 13,093 22,520 17,158
NET ASSETS:
Beginning of year.... -- -- -- -- -- -- --
------ ------- ------- ------ ------- ------- -------
End of year.......... $3,758 $35,344 $25,026 $1,794 $13,093 $22,520 $17,158
====== ======= ======= ====== ======= ======= =======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-11
<Page>
SEPARATE ACCOUNT SPVL
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<Table>
<Caption>
FT VIP
FIDELITY FRANKLIN FT VIP FT VIP INVESCO JANUS
FIDELITY VIP II LARGE CAP FRANKLIN MUTUAL VIF ASPEN
VIP ASSET GROWTH SMALL CAP SHARES HEALTH GROWTH
OVERSEAS MANAGER CLASS 2 CLASS 2 CLASS 2 SCIENCES SERVICE SHARES
----------- ----------- ----------- ----------- ----------- ----------- --------------
PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM
5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO 5/1/01* TO
12/31/01 12/31/01 12/31/01 12/31/01 12/31/01 12/31/01 12/31/01
----------- ----------- ----------- ----------- ----------- ----------- --------------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ (10) $ (12) $ (4) $ (15) $ 8 $ (3) $ (33)
Net realized gain
(loss)............. (2) -- 412 (4) 122 1 6
Net unrealized gain
(loss)............. (376) (44) (656) 69 419 113 (99)
------ ------ ------ ------ ------- ------ -------
Net increase
(decrease) in net
assets from
operations......... (388) (56) (248) 50 549 111 (126)
------ ------ ------ ------ ------- ------ -------
FROM POLICY
TRANSACTIONS:
Net premiums......... -- -- -- -- -- -- --
Insurance and other
charges............ -- -- -- (16) (55) (27) (44)
Transfers between
sub--accounts
(including fixed
account), net...... -- -- -- 2,496 9,980 4,990 7,484
Other transfers from
(to) the General
Account............ -- -- -- -- -- -- --
Net increase
(decrease) in
investment by
Sponsor............ 2,000 2,000 2,000 4,000 2,000 4,000 4,000
------ ------ ------ ------ ------- ------ -------
Net increase
(decrease) in net
assets from policy
transactions....... 2,000 2,000 2,000 6,480 11,925 8,963 11,440
------ ------ ------ ------ ------- ------ -------
Net increase
(decrease) in net
assets............. 1,612 1,944 1,752 6,530 12,474 9,074 11,314
NET ASSETS:
Beginning of year.... -- -- -- -- -- -- --
------ ------ ------ ------ ------- ------ -------
End of year.......... $1,612 $1,944 $1,752 $6,530 $12,474 $9,074 $11,314
====== ====== ====== ====== ======= ====== =======

T. ROWE
PRICE
INTERNATIONAL
STOCK
-------------
PERIOD FROM
5/1/01* TO
12/31/01
-------------

INCREASE (DECREASE) IN
NET ASSETS:
FROM OPERATIONS:
Net investment income
(loss)............. $ 142
Net realized gain
(loss)............. (6)
Net unrealized gain
(loss)............. (738)
------
Net increase
(decrease) in net
assets from
operations......... (602)
------
FROM POLICY
TRANSACTIONS:
Net premiums......... --
Insurance and other
charges............ (26)
Transfers between
sub--accounts
(including fixed
account), net...... 4,554
Other transfers from
(to) the General
Account............ --
Net increase
(decrease) in
investment by
Sponsor............ 4,000
------
Net increase
(decrease) in net
assets from policy
transactions....... 8,528
------
Net increase
(decrease) in net
assets............. 7,926
NET ASSETS:
Beginning of year.... --
------
End of year.......... $7,926
======
</Table>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.
SA-12
<Page>
SEPARATE ACCOUNT SPVL
NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION

The Separate Account SPVL Account ("the Separate Account") is a separate
investment account of First Allmerica Financial Life Insurance Company
("FAFLIC"), established on May 1, 2001 for the purpose of separating from the
general assets of FAFLIC those assets used to fund the variable portion of
certain flexible premium variable life insurance policies ("the Policies")
issued by FAFLIC. FAFLIC is a wholly owned subsidiary of Allmerica Financial
Corporation ("AFC"). Under applicable insurance law, the assets and liabilities
of the Separate Account are clearly identified and distinguished from the other
assets and liabilities of FAFLIC. The Separate Account cannot be charged with
liabilities arising out of any other business of FAFLIC.

<Table>
<Caption>
FUND GROUP INVESTMENT MANAGER
- ---------- ------------------

The Fund Groups listed above are open-end, diversified, management
investment companies registered under the 1940 Act. AFIMS is an indirect wholly
owned subsidiary of FAFLIC.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SA-13
<Page>
SEPARATE ACCOUNT SPVL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following is a summary of significant accounting policies followed by
the Separate Account in the preparation of its financial statements.

Under the provisions of Section 817(h) of IRC, a variable life insurance
policy, other than a policy issued in connection with certain types of employee
benefit plans, will not be treated as a variable life insurance policy for
federal income tax purposes for any period for which the investments of the
segregated asset account on which the policy is based are not adequately
diversified. IRC provides that the "adequately diversified" requirement may be
met if the underlying investments satisfy either a statutory safe harbor test or
diversification requirements set forth in regulations issued by the Secretary of
the Treasury. The Internal Revenue Service has issued regulations under Section
817(h) of IRC. FAFLIC believes that the Separate Account satisfies the current
requirements of the regulations, and it intends that it will continue to meet
such requirements.

SA-14
<Page>
SEPARATE ACCOUNT SPVL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS

The number of shares owned, aggregate cost, and net asset value per share of
each Sub-Account's investment in the Underlying Funds at December 31, 2001 were
as follows:

<Table>
<Caption>
PORTFOLIO INFORMATION
--------------------------------
NET ASSET
NUMBER OF AGGREGATE VALUE
INVESTMENT PORTFOLIO SHARES COST PER SHARE
-------------------- ---------- --------- ---------

AIT Core Equity............................................. 2,625 $ 4,962 $ 1.633
AIT Equity Index............................................ 11,295 29,856 2.715
AIT Government Bond......................................... 1,941 2,064 1.077
AIT Money Market............................................ 112,300 112,300 1.000
AIT Select Aggressive Growth................................ 2,762 4,841 1.251
AIT Select Capital Appreciation............................. 7,189 13,618 1.940
AIT Select Emerging Markets................................. 7,160 5,290 0.717
AIT Select Growth........................................... 8,840 14,374 1.576
AIT Select Growth and Income................................ 15,610 19,378 1.253
AIT Select International Equity............................. 8,942 11,195 1.113
AIT Select Investment Grade Income.......................... 145,115 162,101 1.106
AIT Select Strategic Growth................................. 12,920 6,552 0.483
AIT Select Strategic Income................................. 13,333 14,182 1.042
AIT Select Value Opportunity................................ 3,539 7,019 1.975
AIM V.I. Aggressive Growth.................................. 348 3,959 10.810
Alliance Growth and Income Class B.......................... 1,604 35,028 22.030
Alliance Premier Growth Class B............................. 1,001 24,712 25.000
DGPF International Equity................................... 129 1,988 13.900
Fidelity VIP Equity-Income.................................. 575 12,769 22.750
Fidelity VIP Growth......................................... 670 22,689 33.610
Fidelity VIP High Income.................................... 2,676 18,117 6.410
Fidelity VIP Overseas....................................... 116 1,988 13.880
Fidelity VIP II Asset Manager............................... 134 1,988 14.510
FT VIP Franklin Large Cap Growth Class 2.................... 121 2,408 14.430
FT VIP Franklin Small Cap Class 2........................... 365 6,461 17.850
FT VIP Mutual Shares Class 2................................ 889 12,055 14.030
INVESCO VIF Health Sciences................................. 498 8,961 18.200
Janus Aspen Growth Service Shares........................... 573 11,413 19.760
T. Rowe Price International Stock........................... 691 8,664 11.470
</Table>

NOTE 4 -- EXPENSES AND RELATED PARTY TRANSACTIONS

FAFLIC deducts a daily charge against the net asset value of each
Sub-Account, at an annual rate of 0.90%, for mortality and expense risks assumed
by FAFLIC in relation to the variable portion of the Policies. If the charge for
mortality and expense risks isn't sufficient to cover actual mortality
experience and expenses, FAFLIC will absorb the losses. If costs are less than
the amounts charged, the difference will be a profit to FAFLIC.

On the Monthly Processing Date, until the Final Payment Date, FAFLIC makes
deductions from Policy Value as compensation for providing insurance benefits
(which vary by policy) and any additional benefits provided by optional riders.
During the first ten Policy years FAFLIC makes a monthly charge at an annual

SA-15
<Page>
SEPARATE ACCOUNT SPVL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- EXPENSES AND RELATED PARTY TRANSACTIONS (CONTINUED)

rate of 0.90% of Policy Value as reimbursement for a portion of sales expenses
incurred with respect to the Policies. During the first Policy year FAFLIC makes
a monthly charge at an annual rate of 1.50% of Policy Value as partial
reimbursement for Federal Income tax related to the Policies, and a monthly
charge, which will vary by Policy, to offset a portion of the premium tax
payable to various state and local jurisdictions. FAFLIC also makes a monthly
administration charge at an annual rate of 0.20% of Policy Value, as
reimbursement for administrative expenses incurred in administering the
Policies. These monthly deductions are deducted from the Sub-Accounts in the
ratio that the Policy Value in the Sub-Account bears to the Policy Value.

During the year ended December 31, 2001 management fees of the underlying
funds were paid indirectly to AFIMS in its capacity as investment manager and
administrator of AIT. The AIT funds' advisory agreement provides for fees
ranging from 0.20% to 1.35% based on individual portfolios and average daily net
assets. Additionally, on February 12, 2002, the Board of Trustees of Allmerica
Investment Trust voted to approve a Plan of Distribution and Service pursuant to
Rule 12b-1 under the 1940 Act. Effective May 1, 2002, each Portfolio would pay a
distribution fee equal to an annual rate of 0.15% of the Portfolio's average
daily net assets.

Allmerica Investments, Inc., (Allmerica Investments), an indirect
wholly-owned subsidiary of FAFLIC, is principal underwriter and general
distributor of the Separate Account, and does not retain any compensation for
sales of the Policies. Commissions are paid to registered representatives of
Allmerica Investments and to certain independent broker-dealers by FAFLIC. The
current series of policies have a surrender charge and no deduction is made for
sales charges at the time of the sale.

NOTE 5 -- PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of shares of the Underlying
Funds of the Separate Account during the year ended December 31, 2001 were as
follows:

<Table>
<Caption>
INVESTMENT PORTFOLIO PURCHASES SALES
-------------------- --------- --------

AIT Core Equity............................................. $ 5,001 $ 33
AIT Equity Index............................................ 30,002 146
AIT Government Bond......................................... 2,076 12
AIT Money Market............................................ 578,170 465,870
AIT Select Aggressive Growth................................ 4,868 20
AIT Select Capital Appreciation............................. 13,752 126
AIT Select Emerging Markets................................. 5,319 27
AIT Select Growth........................................... 14,479 99
AIT Select Growth and Income................................ 19,517 137
AIT Select International Equity............................. 11,256 51
AIT Select Investment Grade Income.......................... 191,475 29,562
AIT Select Strategic Growth................................. 6,597 40
AIT Select Strategic Income................................. 14,269 88
AIT Select Value Opportunity................................ 7,055 34
AIM V.I. Aggressive Growth.................................. 3,978 18
Alliance Growth and Income Class B.......................... 42,844 7,612
Alliance Premier Growth Class B............................. 32,518 7,553
DGPF International Equity................................... 2,000 11
Fidelity VIP Equity-Income.................................. 12,883 112
</Table>

SA-16
<Page>
SEPARATE ACCOUNT SPVL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 -- PURCHASES AND SALES OF INVESTMENTS (CONTINUED)

<Table>
<Caption>
INVESTMENT PORTFOLIO PURCHASES SALES
-------------------- --------- --------

Fidelity VIP Growth......................................... $ 30,328 $ 7,535
Fidelity VIP High Income.................................... 30,807 12,648
Fidelity VIP Overseas....................................... 2,000 10
Fidelity VIP II Asset Manager............................... 2,000 12
FT VIP Franklin Large Cap Growth Class 2.................... 2,421 10
FT VIP Franklin Small Cap Class 2........................... 6,510 45
FT VIP Mutual Shares Class 2................................ 12,138 83
INVESCO VIF Health Sciences................................. 9,019 59
Janus Aspen Growth Service Shares........................... 11,491 77
T. Rowe Price International Stock........................... 8,714 44
</Table>

NOTE 6 -- FINANCIAL HIGHLIGHTS

A summary of unit values, units outstanding, income and expense ratios and
total return for each Sub-Account for the year ended December 31, 2001 is as
follows:

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31
AT DECEMBER 31 --------------------------------------
----------------------------- INVESTMENT*
UNIT INCOME EXPENSE** TOTAL***
UNITS VALUE NET ASSETS RATIO RATIO RETURN
------- -------- ---------- ----------- --------- --------------

AIT Core Equity (a)
2001 4,913 0.872674 $ 4,287 1.01% 0.90% 12.73%(c)
AIT Equity Index
2001 33,776 0.907878 30,665 1.39 0.90 9.21(c)
AIT Government Bond (a)
2001 2,000 1.045333 2,091 5.54 0.90 -4.53(c)
AIT Money Market
2001 110,367 1.017506 112,300 3.08 0.90 -1.75(c)
AIT Select Aggressive
Growth
2001 4,000 0.863880 3,456 N/A 0.90 13.61(c)
AIT Select Capital
Appreciation
2001 14,070 0.991157 13,946 N/A 0.90 0.88(c)
AIT Select Emerging
Markets
2001 5,497 0.934038 5,134 N/A 0.90 6.60(c)
AIT Select Growth
2001 16,437 0.847576 13,932 N/A 0.90 15.24(c)
AIT Select Growth and
Income
2001 21,672 0.902483 19,559 0.69 0.90 9.75(c)
AIT Select International
Equity
2001 11,727 0.848647 9,952 1.74 0.90 15.14(c)
AIT Select Investment
Grade Income
2001 153,249 1.047302 160,498 8.40 0.90 -4.73(c)
AIT Select Strategic
Growth
2001 7,682 0.812323 6,240 N/A 0.90 18.77(c)
AIT Select Strategic
Income
2001 13,367 1.039229 13,892 4.41 0.90 -3.92(c)
AIT Select Value
Opportunity
2001 6,730 1.038381 6,988 0.80 0.90 -3.84(c)
AIM V.I. Aggressive
Growth (b)
2001 4,347 0.864421 3,758 N/A 0.90 13.56(c)
Alliance Growth and
Income Class B (b)
2001 38,045 0.928998 35,344 0.15 0.90 7.10(c)
Alliance Premier Growth
Class B
2001 29,164 0.858101 25,026 N/A 0.90 14.19(c)
DGPF International Equity
(a)
2001 2,000 0.897146 1,794 N/A 0.90 10.29(c)
Fidelity VIP
Equity-Income
</Table>

SA-17
<Page>
SEPARATE ACCOUNT SPVL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- FINANCIAL HIGHLIGHTS (CONTINUED)

2001 13,902 0.941805 $ 13,093 N/A% 0.90% 5.82%(c)
Fidelity VIP Growth
2001 25,824 0.872018 22,520 N/A 0.90 12.80(c)
Fidelity VIP High Income
2001 18,931 0.906306 17,158 N/A 0.90 9.37(c)
Fidelity VIP Overseas (a)
2001 2,000 0.805850 1,612 N/A 0.90 19.42(c)
Fidelity VIP II Asset
Manager (a)
2001 2,000 0.971867 1,944 N/A 0.90 2.81(c)
FT VIP Franklin Large Cap
Growth
Class 2 (a)
2001 2,000 0.875773 1,752 0.53 0.90 12.42(c)
FT VIP Franklin Small Cap
Class 2
2001 7,011 0.931410 6,530 0.44 0.90 6.86(c)
FT VIP Mutual Shares
Class 2 (b)
2001 12,648 0.986291 12,474 1.16 0.90 1.37(c)
INVESCO VIF Health
Sciences
2001 8,889 1.020842 9,074 0.84 0.90 -2.08(c)
Janus Aspen Growth
Service Shares
2001 14,346 0.788671 11,314 N/A 0.90 21.13(c)
T. Rowe Price
International Stock
2001 9,517 0.832861 7,926 5.54 0.90 16.71(c)
</Table>

* These amounts represent the dividends, excluding distributions of capital
gains, received by the subaccount from the underlying mutual fund, net of
management fees assessed by the fund manager, divided by the average net
assets. These ratios exclude those expenses, such as mortality and expense
charges, that result in direct reductions in the unit values. The
recognition of investment income by the subaccount is affected by the
timing of the declaration of dividends by the underlying fund in which the
subaccounts invest.
** These ratios represent the annualized contract expenses of the separate
account, consisting primarily of mortality and expense charges, for each
period indicated. The ratios include only those expenses that result in a
direct reduction to unit values. Charges made directly to contract owner
accounts through the redemption of units and expenses of the underlying
fund are excluded.
*** These amounts represent the total return for the periods indicated,
including changes in the value of the underlying fund, and reflect
deductions for all items included in the expense ratio. The total return
does not include any expenses assessed through the redemption of units;
inclusion of these expenses in the calculation would result in a reduction
in the total return presented. Investment options with a date notation
indicate the effective date of that investment option in the variable
account. The total return is calculated for the period indicated or from
the effective date through the end of the reporting period.
(a) Available in Agency SPL only.
(b) Available in Select SPL Only.
(c) Start date of 5/1/01.

SA-18
<Page>

PART II

UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

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

Insofar as indemnification for liability arising under the 1933 Act may be
permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC such 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 the Registrant of expenses incurred or paid by a Director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

REPRESENTATIONS PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940

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

<Page>

CONTENTS OF THE REGISTRATION STATEMENT

This registration statement amendment comprises the following papers and
documents:

The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consisting of ____ pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484 under the 1933 Act.
Representations pursuant to Section 26(e) of the 1940 Act.
The signatures.

Written consents of the following persons:

1. Actuarial Consent
2. Opinion of Counsel
3. Consent of Independent Accountants

The following exhibits:

1. Exhibit 1 (Exhibits required by paragraph A of the instructions to
Form N-8B-2)

(1) Certified copy of Resolutions of the Board of Directors of the
Company dated October 12, 1993 authorizing the establishment of
the Separate Account SPVL was previously filed in the Initial
Registration Statement of Separate SPVL (Registration Statement
Nos. 333-45914/811-10133) on September 15, 2000, and is
incorporated by reference herein.

(2) Not Applicable.

(3) (a) Underwriting and Administrative Services Agreement was
previously filed on April 16, 1998 in Post-Effective
Amendment No. 11 of the VEL II Account (Registration No.
33-57792), and is incorporated by reference herein.

(b) General Agent's Agreement was previously filed in Initial
Registration Statement of VEL Account III (Registration
Statement No. 333-58385) on July 3, 1998, and is
incorporated by reference herein.

(c) Compensation Schedule was previously filed in Initial
Registration Statement of VEL Account III (Registration
Statement No. 333-58385) on July 3, 1998, and is
incorporated by reference herein.

(4) Not Applicable.

(5) Contract and Contract riders were previously filed in
Registrant's Initial Registration Statement on March 14, 2002,
and are incorporated by reference herein:

(a) Form of Select SPL II Contract

(b) Guaranteed Death Benefit Rider

(6) Organizational documents of the Company were previously filed on
November 5, 1996 Registration Statement No. 333-155569, and are
incorporated by reference herein.

(7) Not Applicable.

<Page>

(8) (a) Amendment dated May 1, 2002 to the Allmerica Investment Trust
Participation Agreement is filed herewith. Participation
Agreement between the Company and Allmerica Investment Trust
dated March 22, 2000 was previously filed in April 2000 in
Post-Effective Amendment No. 9 of Registration Statement No.
33-71056/811-8130, and is incorporated by reference herein.

(b) Form of Amendment dated May 1, 2002 to the AIM Participation
Agreement was previously filed in April 2002 in
Post-Effective Amendment No. 5 of Registration No.
333-84879/811-09529, 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) Amendment dated May 1, 2002 to the Alliance Amended and
Restated Participation Agreement is filed herewith. Merger
and Consolidated Agreement, and Amended and Restated
Participation Agreement between the Company and Alliance
Variable Products Series Fund, Inc. dated August 1, 2000
were previously filed in April 2001 in Post-Effective
Amendment No. 10 of Registration Statement
33-71056/811-8130, and are incorporated by reference herein.

(d) Amendment dated May 1, 2001 to the Fidelity VIP
Participation Agreement was previously filed in April 2002
in Post-Effective Amendment No. 5 of Registration No.
333-84879/811-09529, and is incorporated by reference
herein. Participation Agreement with Variable Insurance
Products Fund, as amended was previously filed on April 16,
1998 in Post-Effective Amendment No. 8 (Registration
Statement No. 33-74184), and is incorporated by reference
herein.

(e) Amendment dated October 1, 2001 to the Fidelity VIP II
Participation Agreement was previously filed in April 2002
in Post-Effective Amendment No. 5 of Registration No.
333-84879/811-09529, and is incorporated by reference
herein. Participation Agreement with Variable Insurance
Products Fund II, as amended, was previously filed on April
16, 1998 in Post-Effective Amendment No. 12, and is
incorporated by reference herein.

(f) Amendment dated October 1, 2001 to the Fidelity VIP III
Participation Agreement was previously filed in April 2002
in Post Effective Amendment No. 5 of Registration Statement
No. 333-84879/811-09529, and is incorporated by reference
herein. Participation Agreement with Variable Insurance
Products Fund III was previously filed on April 24, 2001 in
Post-Effective Amendment No. 13 of Registration Statement
No. 33-71052/811-8114, and is incorporated by reference
herein.

(g) Form of Amendment dated May 1, 2002 to the Franklin
Templeton Participation Agreement was previously filed in
April 2002 in Post Effective Amendment No. 5 of Registration
Statement No. 333-84879/811-09529, and is incorporated by
reference herein. Participation Agreement between the
Company and Franklin Templeton Variable Insurance Products
Trust dated March 1, 2000 was previously filed in April 2001
in Post-Effective Amendment No. 10 of Registration Statement
33-71056/811-8130, and are incorporated by reference herein.

(h) Amended and Restated Participation Agreement dated May 1,
2002 with MFS Variable Insurance Trust is filed herewith.
Participation Agreement with MFS Variable Insurance Trust
was previously filed on August 27, 1998 in Post-Effective
Amendment No. 2 of Registration Statement No.
333-16929/811-7947, and is incorporated by reference herein.

(i) Amendment dated May 1, 2002 to the Oppenheimer Participation
Agreement is filed herewith. Participation Agreement with
Oppenheimer Variable Account Funds was previously filed on
August 27, 1998 in Post-Effective Amendment No. 2 of
Registration Statement No. 333-16929/811-7947, and is
incorporated by reference herein.

<Page>

(j) Amendment to the Fidelity Service Agreement was previously
filed on May 1, 1997 in Post-Effective Amendment No. 6
(Registration Statement No. 33-74184), and is incorporated
by reference herein. Fidelity Service Agreement was
previously filed on April 30, 1996, in Post-Effective
Amendment No. 4 (Registration Statement No. 33-74184), and
is incorporated by reference herein.

(k) Fidelity Service Contract was previously filed on May 1,
1997 in Post-Effective Amendment No. 6 (Registration
Statement No. 33-74184), and is incorporated by reference
herein.

(9) (a) BFDS Agreements for lockbox and mailroom services, effective
January 1, 1997, were previously filed on April 16, 1998 in
Post-Effective Amendment No. 12 of the VEL II Account
(Registration Statement No. 33-57792), and are incorporated by
reference herein.

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

(10) Form of Application was previously filed in Registrant's Initial
Registration Statement on March 14, 2002, and are incorporated
herein by reference.

2. Form of Contract and Contract riders are included in Exhibit 1(5)
above.

3. Opinion of Counsel is filed herewith.

4. Not Applicable.

5. Not Applicable.

6. Actuarial Consent is filed herewith.

7. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the
1940 Act, which includes conversion procedures pursuant to Rule
6e-3(T)(b)(13)(v)(B) was previously filed in the Initial Registration
Statement of Separate SPVL (Registration Statement Nos.
333-45914/811-10133) on September 15, 2000, and is incorporated by
reference herein.

8. Consent of Independent Accountants is filed herewith.

<Page>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this Pre-Effective Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Worcester, and Commonwealth of
Massachusetts, on the 17th day of June, 2002.

SEPARATE ACCOUNT SPVL OF

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By: /s/ Charles F. Cronin

Charles F. Cronin, Secretary

Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective
Amendment has been signed below by the following persons in the capacities and
on the dates indicated.
<Table>
<Caption>
Signatures Title Date
- ---------- ----- ----

/s/ Warren E. Barnes Vice President and Corporate Controller June 17, 2002
- ------------------------
Warren E. Barnes

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

Richard M. Reilly* Director and Senior 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
- ------------------------

Mark A. Hug* Director and Vice President
- ------------------------

Robert P. Restrepo, Jr.* 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 December 6, 2001 duly
executed by such persons.

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

<Page>

FORM S-6 EXHIBIT TABLE

Exhibit 1(8)(a) Amendment dated May 1, 2002 to the Allmerica Investment
Trust Participation Agreement

Exhibit 1(8)(c) Amendment dated May 1, 2002 to the Alliance Amended and
Restated Participation Agreement

Exhibit 1(8)(h) Amended and Restated Participation Agreement dated
May 1, 2002 with MFS Variable Insurance Trust

Exhibit 1(8)(i) Amendment dated May 1, 2002 to the Oppenheimer
Participation Agreement

Exhibit 1(9)(b) Directors' Power of Attorney

Exhibit 3 Opinion of Counsel

Exhibit 6 Actuarial Consent

Exhibit 8 Consent of Independent Accountants