Exhibit 10.28

 [LETTERHEAD OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY APPEARS HERE]



                                         September 25, 1997


Larry C. Renfro


Dear Larry:

This letter agreement sets forth the relationship between yourself and First
Allmerica Financial Life Insurance Company (together with its affiliates and
subsidiaries, hereinafter referred to as the "Company") for the period September
2nd through November 30, 1997.  In addition, this letter agreement sets forth
the terms and conditions of the severance agreement between yourself and the
Company terminating your employment relationship with the Company as of the
close of business on November 30, 1997.  Finally, this agreement also sets forth
the terms and conditions of a so-called independent producer agreement between
yourself and the Company.

September 2nd through November 30, 1997 Period (the "Interim Period")
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1. Effective at the close of business on September 2, 1997, you were relieved of
   your management or administrative responsibilities which you had in your
   capacity as a Vice President of the Company and as a member of the so-called
   "Operating Committee".  Notwithstanding your having been relieved of these
   duties and responsibilities, you agree to assist the Company in making a
   smooth and orderly transition of your management/administrative duties and
   responsibilities to new individuals.  You agree to resign as a Director of
   the Company and as an officer and/or Director of any subsidiary of the
   Company, and as an officer of Allmerica Financial Corporation ("AFC")  as
   soon as possible, but in no event later than September 30, 1997.  Your
   resignation of these positions shall be in the form of Exhibit A.

2. Notwithstanding your transition assistance as set forth in paragraph 1 above,
   you acknowledge and agree that your primary responsibility during the
   September 2 through November 30 time frame will be to devote your energies to
   the sale of the Company's products and/or services. You agree to use your
   best efforts to pursue existing contacts and to develop any new contacts that
   may arise in the normal course of your activities during this Interim Period.
   Any and all business flowing from your efforts during this Interim Period
   shall be considered to be an asset of the Company and any sales resulting
   from your efforts during this Interim Period will belong to the Company
   without any additional consideration having to be paid to you.  A sale
   resulting

 
Larry C. Renfro
September 25, 1997
Page 2

   from your efforts shall mean any sale which is initiated or consummated
   during the Interim Period or any sales resulting within twelve months
   thereafter from a contact made by you before or during the Interim Period.
   Any sale resulting from your efforts which is placed with or by the Company
   shall be without any commission or payments of any kind or nature being owed
   to you by the Company, except as set forth in the following paragraph.

3. During the Interim Period you will be compensated at your current rate of
   compensation and you will be entitled to receive all existing fringe benefits
   which you are currently entitled to receive as an employee.

4. During the Interim Period, your current office space will be available to you
   and you may utilize your current secretarial assistance.  However, you agree
   to use your current office space only as needed to fulfill your Interim
   Period responsibilities.  To the extent you do not need to use your current
   office space, you agree not to use such office space during the Interim
   Period.

5. If during the Interim Period your performance is unacceptable, the employment
   relationship between you and the Company may be terminated immediately.  The
   decision as to whether your performance during the Interim Period is
   unacceptable will be made by John F. O'Brien.  Mr. O'Brien's decision shall
   be final and shall be made at his sole discretion.  It is hereby agreed that
   you will receive two week notice of and an opportunity to discuss any
   termination with Mr. O'Brien if Mr. O'Brien wishes to terminate your
   employment during the Interim Period.  In the event Mr. O'Brien terminates
   your employment prior to November 30, 1997, Mr. O'Brien may also at that time
   terminate the Independent Producer Agreements (as defined below) between you
   and the Company.  In the event your employment is terminated by Mr. O'Brien
   before the end of the Interim Period, or when your employment terminates at
   the end of the Interim Period, you shall be entitled to the severance
   benefits set forth below provided you adhere to the terms and conditions
   attached to your receipt of those severance benefits.  Except for the
   benefits set forth in the Severance Terms and Conditions, you shall not be
   entitled to any benefits at the time your employment is terminated.

6. You also agree during the Interim Period to allow an individual or
   individuals of the Company's choosing to accompany you to meetings with
   existing or potential clients or contacts.  You acknowledge that the intent
   of this provision is to assist the Company in making an orderly transition
   from your being responsible for Allmerica Financial Institutional Services to
   your role as an independent producer.  You agree to use your best efforts to
   communicate to this individual or individuals information that is needed to
   continue the relationships that may exist between yourself or your former
   area of responsibility and the Company's existing and/or potential clients
   and contacts.


7. During the Interim Period, you agree to use your best efforts to obtain any
   licenses that you will need to fulfill the functions required of you under
   the Independent Producer Agreements.  The 

 
Larry C. Renfro
September 25, 1997
Page 3


   Company recognizes that your current travel schedule and other demands placed
   upon you during the Interim Period may preclude you from obtaining any
   licenses during the Interim Period.

Severance Terms and Conditions
- ------------------------------

1. Resignation.  With the close of business on November 30, 1997, you agree to
   -----------                                                                
   resign as an officer of the Company.  Your officer resignation will be in
   accordance with Exhibit B.

2. Health Benefits.  For the period December 1, 1997 through May 31, 1999, the
   ----------------                                                           
   Company will provide medical coverage to you and your dependents.  This
   coverage will be provided either through the health benefits set forth in
   section 2(c) of the Independent Producer Terms and Conditions or by the
   Company providing benefits through COBRA.  The benefits to be provided will
   be similar to the health benefits which you currently are receiving as an
   employee of the Company.  The cost of benefits provided under this section
   shall be paid partly by the Company and partly by you.  The Company's share
   shall be the same dollar cost that the Company would pay for such benefits if
   you had remained an employee of the Company.  Your share would be the amount
   you would have paid if you remained an employee of the Company.

3. Monthly Payments.  Assuming you have agreed to and this letter agreement has
   -----------------                                                           
   become effective, then commencing on January 1, 1998, the Company will pay
   you monthly in advance $50,000.  These payments will be paid to you until
   December 1, 1998 provided you do not violate paragraph 10, 11, and/or 12 as
   set forth below in this portion of the agreement called Severance Terms and
   Conditions.  If you die before you have received all the payments you are due
   pursuant to the provisions of this section entitled Severance Terms and
   Conditions, the Company agrees to pay to your spouse, or anyone else you
   inform the Company is your beneficiary, the unpaid portion of the payments
   due you pursuant to the provisions of this paragraph.  Notwithstanding the
   foregoing, if this agreement is terminated due to your violation of the
   provisions of paragraph 10, 11, and/or 12 hereof, then you, your spouse or
   your beneficiary shall not receive or be entitled to receive any payments to
   be made subsequent to the date of such violation.  Any payments made prior to
   such violation shall, at the sole discretion of the Company, be returned to
   the Company by you, your spouse or your beneficiary.  In the event you or the
   Company terminates the Independent Producer Agreements (as defined in section
   1 of the Independent Producer Terms and Conditions), you will still be
   entitled to the payments due pursuant to the terms of this section.


4. Termination Date.  Your termination date with the Company shall be November
   -----------------                                                          
   30, 1997 unless John F. O'Brien in his sole discretion decides to terminate
   your employment during the Interim Period.  In such an event, your
   termination date shall be the date that John F. O'Brien terminates your
   employment.  If your employment is terminated before November 30, 1997, you
   shall still 

 
Larry C. Renfro
September 25, 1997
Page 4


   be entitled to receive the payments due under paragraph 3 hereof in
   accordance with the terms of paragraph 3.

5. Vacation Entitlement.  The Company will pay you for any unused accrued
   --------------------                                                  
   vacation time which you may have as of November 30, 1997, or if your
   employment is terminated prior to November 30, 1997, you will be paid for any
   unused accrued vacation time which you may have as of the last day of the
   month preceding the date that your employment is terminated.

6. Incentive Compensation.  You acknowledge that you will not be entitled to a
   -----------------------                                                    
   payment under the 1997 Short Term Incentive Compensation Plan of the Company.

7. Stock Option Plan.  You acknowledge that you are currently a participant in
   -----------------                                                          
   the Allmerica Financial Corporation Long Term Stock Incentive Plan (the "AFC
   Plan").  In light of the fact that your employment will terminate on or
   before November 30, 1997, you acknowledge and agree that pursuant to the
   terms of the AFC Plan you will forfeit all unvested options which you have
   under the Plan.  At the present time, all options which you have under the
   Plan are unvested; thus, your entire interest in the AFC Plan shall be
   forfeited upon the termination of your employment.

8. Restricted Stock.  Pursuant to the terms of a certain restricted stock
   -----------------                                                     
   agreement dated April 4, 1997 between Allmerica Financial Corporation and you
   (the "Restricted Stock Agreement"), the Company has the right upon the
   termination of your employment prior to April 4, 2000 to have the so-called
   Match Shares (as defined in the Restricted Stock Agreement) returned to the
   Company for  no consideration.  The Company hereby exercises its right to
   have you return to it the Match Shares for no consideration.  You acknowledge
   and agree to return to the Company the Match Shares for no consideration on
   or before November 30, 1997.

9. Release.  In consideration of the Company's agreement as set forth herein,
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   you hereby knowingly and voluntarily agree to release the Company, Allmerica
   Financial Corporation ("AFC"), its subsidiaries and affiliates, its and their
   present and former officers, directors, employees, agents and their
   successors and assigns (collectively "Releasees") from any and all
   liabilities, demands, debts, damages, suits, covenants, agreements,
   contracts, benefits, promises, claims,  including, but not limited to, claims
   for payment  under the Company's 1997 Short Term Incentive Compensation Plan,
   the third payment under the Company's 1995 Long Term Incentive Compensation
   Plan, the second and third payments under the Company's 1996 Long Term
   Incentive Compensation Plan, and the first, second and third payments under
   the Company's 1997 Long Term Incentive Compensation Plan, and the right to
   all options issued to you under the AFC Plan, and the right to the Match
   Shares (as defined in the Restricted Stock Agreement) and claims arising
   under Title VII of the Civil Rights Act of 1964, as amended, including, but
   not limited to, any and all claims which you may have for age, race or sex
   discrimination and rights or claims arising under the Age Discrimination in
   Employment Act, the Fair Labor Standards Act, the Americans With Disabilities
   Act, the Family and Medical 

 
Larry C. Renfro
September 25, 1997
Page 5


    Leave Act and claims, if any, for wrongful termination or any claim arising
    out of or in any way relating to your employment with the Company. Your
    release (the "Renfro Release") shall be in the form attached hereto as
    Exhibit C. However, the Renfro Release shall not affect any obligations of
    the Company made pursuant to the terms of this letter agreement.

    THE FOREGOING MEANS THAT BY SIGNING THE RENFRO RELEASE YOU WILL HAVE WAIVED
    ANY RIGHT YOU HAVE TO BRING A LAWSUIT OR MAKE A LEGAL CLAIM AGAINST
    ALLMERICA FINANCIAL CORPORATION, THE COMPANY OR ANY OF THE RELEASEES UP TO
    THE SIGNING OF THE RENFRO RELEASE, AND THAT YOU WILL HAVE RELEASED THE
    RELEASEES OF ANY AND ALL CLAIMS OF ANY NATURE ARISING ON OR BEFORE THE
    SIGNING OF THE RENFRO RELEASE.

    In addition, the Renfro Release does not waive any rights or claims that
    arise after the date the Renfro Release is executed. You agree to execute
    the Renfro Release as of your Termination Date as defined in paragraph 4 of
    this section.

10. Confidentiality.  The terms and conditions of this letter agreement shall be
    ---------------                                                             
    held in confidence by the Company and by you, except as may be required by
    law, by state or federal tax or regulatory agencies, by an order of a court
    of competent jurisdiction, or as may be necessary by either party in
    connection with the enforcement of the terms hereof.

    You agree not to directly or indirectly discuss with or provide information
    to the news media, legislative or regulatory bodies, the brokerage,
    financial or insurance communities, or in any form of communication reveal
    in any way information which is detrimental to the best interest of the
    Company, Allmerica Financial Corporation, its subsidiaries and its/their
    directors, officers and employees.

11. Non-Solicitation/Competition.  You acknowledge and reaffirm that you have
    ----------------------------                                             
    entered into a certain Compensation Agreement between the Company and
    yourself, a copy of which Compensation Agreement is attached hereto as
    Exhibit D (the "Compensation Agreement"). Pursuant to section 3 of the
    Compensation Agreement, you have agreed not to recruit or solicit employees
    or customers of the Company, all as more fully set forth in Section 3 of the
    Compensation Agreement.  You further acknowledge that the payments to be
    made pursuant to paragraph 2 of this section entitled Severance Terms and
    Conditions will satisfy any and all payment obligations which the Company
    may have to you pursuant to section 3 of the Compensation Agreement, and
    accordingly, the terms of section 3 of the Compensation Agreement shall
    remain in full force and effect.

    You also acknowledge and reaffirm that you have entered into a certain Non-
    Solicitation Agreement with Allmerica Financial Corporation dated April 4,
    1997 (a copy of that agreement is attached hereto as Exhibit E, the "Non-
    Solicitation Agreement"). You hereby acknowledge and reaffirm that that Non-
    Solicitation Agreement pursuant to its terms and conditions remains 

 
Larry C. Renfro
September 25, 1997
Page 6


    in full force and effect and that the payments you will receive under this
    Agreement shall be additional consideration for the Non-Solicitation
    Agreement. The Non-Solicitation Agreement would be effective for the two
    year period following the termination of your employment.

    To the extent, if any, that there is an inconsistency between the
    Compensation Agreement and the Non-Solicitation Agreement, the more
    restrictive provision concerning your solicitation shall be applicable.

    You also agree for the period December 1, 1997 through November 30, 1998,
    not to directly or indirectly, as an individual, sole proprietor, partner,
    stockholder, officer, employee, director, joint venturer, investor, lender
    or any other capacity whatsoever (other than as the holder of not more than
    1% of the total outstanding stock of a publicly held company) engage in the
    business of developing, producing, marketing, selling or servicing products
    and/or services of the kind or type developed or being developed, produced,
    marketed, sold or serviced by the Company while you were employed by the
    Company. In addition you agree for the period December 1, 1997 through
    November 30, 1998, not to accept employment with, provide consulting
    services to or in any other capacity provide services directly or indirectly
    to a competitor of the Company or any of its subsidiary or affiliated
    companies without the prior written consent of the Company.

    If any restriction set forth in this paragraph is found by any court of
    competent jurisdiction to be unenforceable because it extends for too long a
    period or over too great a range of activities, or in too broad a geographic
    area, it shall be interpreted to extend only over the maximum period of
    time, range of activities or geographic area as to which it may be
    enforceable.

    You agree and acknowledge that the restrictions contained in this section
    are necessary for the protection of the business and good will of the
    Company and its subsidiaries and affiliates and are considered by you to be
    reasonable for such purpose.

12. Proprietary Information.  You acknowledge that your position with the
    -----------------------                                              
    Company has been one of high trust and confidence and that in the course of
    your services to the Company you have had access to and contact with
    Proprietary Information.  You agree not to disclose to others, or use for
    your benefit or the benefit of others, any Proprietary Information.  For
    purposes of this Agreement, Proprietary Information shall mean confidential
    information concerning the business, prospects and goodwill of the Company
    and/or its subsidiaries and affiliates, including, by way of illustration
    and not limitation, all information (whether or not patentable and whether
    or not copyrightable) owned, possessed or used by the Company and/or its
    subsidiaries and affiliates, including, without limitation, distribution
    plans including plans or strategies to be used in the distribution of
    products or services to banks or through banks or the distribution of
    products or services through the so-called work site methods, vendor
    information, customer/client information, potential clients or contacts,
    trade secrets, reports, new product information, marketing or business
    plans, unpublished financial information, budgetary/price/cost information
    or agent, broker, employee or insured lists.

 
Larry C. Renfro
September 25, 1997
Page 7

13. Remedies.  You acknowledge that any breach of the provisions of paragraph
    --------                                                                 
    10, 11 and/or 12 of this section of the agreement entitled Severance Terms
    and Conditions shall result in serious and irreparable injury to the Company
    and/or its subsidiaries and affiliates for which the Company cannot be
    adequately compensated by monetary damages alone.  You agree, therefore,
    that in addition to any other remedy which it may have, the Company shall be
    entitled to specific performance of paragraph 10, 11 and/or 12 of this
    section of the letter agreement by you and to seek both temporary and
    permanent injunctive relief (to the extent permitted by law) without the
    necessity of proving actual damages.

14. Advice of Counsel.  You acknowledge that you have been advised by the
    -----------------                                                    
    Company to consult with an attorney prior to executing this letter agreement
    and that you have been given at least twenty-one (21) days in which to
    consider this agreement.  You acknowledge that you were given a copy of this
    agreement on September 6, 1997.

15. Revocation Period.  Upon your execution of this letter agreement, you shall
    -----------------                                                          
    have seven days in which you may revoke this agreement.  In addition, this
    agreement will not become effective or enforceable until this revocation
    period has elapsed.

16. Withholding.  You acknowledge that any payments made pursuant to this
    -----------                                                          
    agreement will be subject to appropriate federal and state withholding in
    the year in which paid.

17. Arbitration.  If any dispute shall arise between you and the Company with
    -----------                                                              
    reference to the interpretation of this agreement or the rights of either
    party with respect to any transaction under this letter agreement, the
    dispute shall be referred to an arbitrator who is mutually acceptable to you
    and the Company.  If the parties are unable to agree upon a mutually
    acceptable arbitrator, then the arbitrator shall be selected pursuant to the
    Commercial Arbitration Rules of the American Arbitration Association.

    The arbitration shall take place in the Commonwealth of Massachusetts and
    the arbitration proceedings are to be governed by the rules of the American
    Arbitration Association and the Massachusetts Arbitration Law. The decision
    of the arbitrator shall be final and binding upon both you and the Company
    and judgment upon the award rendered by the arbitrator may be entered into
    any court having jurisdiction thereof.

    The expense of the arbitrator and of the arbitration shall be paid by the
    party who loses such arbitration. In the event the arbitrator determines
    that neither party has lost the arbitration, the expense shall be paid
    equally by you and the Company. Arbitration is the sole remedy for disputes
    arising under this letter agreement.

18. Successors and Assigns.  This letter agreement shall be binding upon you,
    ----------------------                                                   
    your heirs, executors, administrators and assigns and upon the Company, its
    successors and assigns.

 
Larry C. Renfro
September 25, 1997
Page 8

Independent Producer Terms and Conditions:
- ----------------------------------------- 

1.  You and the Company (and such subsidiaries and affiliates as are
    appropriate) shall enter into agreements substantially in accordance with
    the terms and conditions contained in Exhibits F and G attached hereto
    (Exhibits F and G hereinafter collectively referred to as the "Independent
    Producer Agreements").

2.  Notwithstanding the terms and conditions set forth in the attached
    Independent Producer Agreements, the Independent Producer Agreements that
    will be signed by you and the Company shall contain the following terms and
    conditions:

    (a) For a period up to 12 months, the Company will provide you on a monthly
        basis an allowance of $2,000 a month to reimburse you for the cost of
        leasing office space of up to 1,000 square feet in Andover,
        Massachusetts or other mutually agreeable location. In addition, the
        Company will give to you your existing office and conference room
        furniture. In addition, the Company will supply you with secretarial
        furniture and related computer equipment. You may purchase the
        secretarial furniture and related computer equipment at the end of the
        12 month period for its then current fair market value. The Company will
        also provide you a monthly allowance to reimburse you for leasing a copy
        machine and a fax machine for a period of up to 12 months. However, in
        no event shall the allowance for leasing such copy and fax machines
        exceed $208 per month. In addition, the Company will provide you an
        allowance of $4,000 per month for up to 12 months to hire a secretary or
        other administrative assistant that you feel is appropriate.

    (b) Jack O'Brien, in his sole discretion, may terminate the Independent
        Producer Agreements during the period December 1, 1997 through November
        30, 1998. In the event these Agreements are terminated, all allowances
        provided by the Company will terminate as of the first day of the month
        succeeding such termination.

    (c) The Company, in its sole discretion, may allow you to be a participating
        employer in its group term and health plans as those plans relate to
        general agents of the Company. However, if the Independent Producer
        Agreements are terminated on or before November 30, 1998, the benefits
        provided under this section shall also terminate as of the first day of
        the month following such termination. In such an event you will still be
        entitled to the COBRA benefits set forth in section 2 of the Severance
        Terms and Conditions if such termination occurs prior to May 31, 1999.

    (d) Due to the fact that the Independent Contractor Agreements are unique
        and the services you will provide do not necessarily coincide with
        services provided under existing sales arrangements that the Company may
        have with agents and/or brokers, the commissions that 

 
Larry C. Renfro
September 25, 1997
Page 9

        would be payable to you may in many cases have to be negotiated on a
        case by case basis. The Company will work with you to establish
        commission rates. However, to the extent the standard commission rates
        are not appropriate or applicable, you agree to negotiate with the
        Company on a case by case basis commissions that may be due you from the
        sale of various products and services.

    (e) During the period December 1, 1997 to November 30, 1998, all business
        that is generated by you must be presented to the Company. If the
        Company decides not to accept such business, you agree not to place such
        business with another company without the Company's prior written
        approval. You agree that the Company may accept certain types or kinds
        of business without accepting all business generated by you. For
        example, if you sell a case involving P&C, 401(k) and EPLI coverage, the
        Company may accept the P&C and 401(k) business without accepting the
        EPLI coverage. For the period December 1, 1998 through November 30,
        1999, any business that you write shall be first offered to the Company.
        If the Company refuses to accept such business you may place such
        business with other companies on the same terms and conditions as was
        offered to the Company. For the period December 1, 1997 through November
        30, 1998, any business that is generated by you and another person or
        entity must be presented to the Company. If the Company decides not to
        accept such business you may place such business with another company on
        the same terms and conditions as offered to the Company. As set forth
        above, the Company may accept certain types or kinds of business without
        accepting all business generated by you and another person or entity.

    (f) Your status under the Independent Producer Agreements shall be that of
        an independent contractor and your compensation will only be in the form
        of commissions.

    (g) The Company's obligations as set forth in section 2(a) above shall in no
        event extend beyond November 30, 1998. Any commitment for benefits after
        November 30, 1998 is subject to future negotiation between you and the
        Company.

    (h) You and the Company agree to use your/its best efforts to enter into
        Independent Producer Agreements containing the above terms and
        conditions as soon as possible, but in no event later than November 30,
        1997.

    (i) You agree to give the Company at least 30 days notice in the event you
        wish to terminate the Independent Produce Agreements. If the Company,
        within a reasonable period of time, addresses the reasons you have given
        for terminating the Independent Producer Agreements, you agree not to
        terminate the Independent Producer Agreements.

 
Larry C. Renfro
September 25, 1997
Page 10


                                         Very truly yours,

                                         FIRST ALLMERICA FINANCIAL
                                         LIFE INSURANCE COMPANY

                                         By /s/ Bruce C. Anderson
                                           ----------------------
                                               Vice President


Accepted:      /         /97

I knowingly understand and voluntarily agree to, and accept the terms and
conditions set forth herein.

/s/ Larry C. Renfro
- -----------------------------------
Larry C. Renfro

Date September 26, 1997
    -------------------------------



This agreement shall not be effective or enforceable until seven days following
its execution and may be revoked by Larry C. Renfro prior to its effective date.

 
                                                                       Exhibit A



John F. O'Brien, President
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester MA 01653


Dear Jack:

I hereby resign, effective as of September 2, 1997, as Vice President of
Allmerica Financial Corporation.  In addition, I also resign, effective
September 2, 1997, any other officer and/or director positions which I may hold
in any subsidiary or affiliate of Allmerica Financial Corporation, except for my
title as a Vice President of First Allmerica Financial Life Insurance Company.

                                         Very truly yours,

                                         /s/ Larry C. Renfro

                                         Larry C. Renfro

 
                                                                       Exhibit B



John F. O'Brien, President
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester MA 01653


Dear Jack:

I hereby resign, effective as of November 30, 1997, as Vice President of First
Allmerica Financial Life Insurance Company.

                                         Very truly yours,

                                         /s/ Larry C. Renfro

                                         Larry C. Renfro

 
                                                                       Exhibit C


                                    RELEASE
                                    -------

In consideration of the payments to be made by First Allmerica Financial Life
Insurance Company ("the Company"), pursuant to the terms of a specific letter
agreement between the undersigned (as hereinafter defined) and the Company dated
September 25, 1997 (the "Letter Agreement") I, Larry C. Renfro, (the
"Undersigned"), hereby knowingly and voluntarily release the Company, Allmerica
Financial Corporation ("AFC"), its subsidiaries and affiliates, its and their
present and former officers, directors, employees, agents and their successors
and assigns (collectively "Releasees") from any and all liabilities, demands,
debts, damages, suits, covenants, agreements, contracts, benefits, promises,
claims,  including, but not limited to, claims for payment  under the Company's
1997 Short Term Incentive Compensation Plan, the third payment under the
Company's 1995 Long Term Incentive Compensation Plan, the second and third
payments under the Company's 1996 Long Term Incentive Compensation Plan, and the
first, second and third payments under the Company's 1997 Long Term Incentive
Compensation Plan, and the right to all options issued to the undersigned under
the AFC Plan, and the right to the Match Shares (as defined in the Restricted
Stock Agreement) and claims arising under Title VII of the Civil Rights Act of
1964, as amended, including, but not limited to, any and all claims which the
undersigned may have for age, race or sex discrimination and rights or claims
arising under the Age Discrimination in Employment Act, the Fair Labor Standards
Act, the Americans With Disabilities Act, the Family and Medical Leave Act and
claims, if any, for wrongful termination or any claim arising out of or in any
way relating to the undersigned's employment with the Company.

THE FOREGOING MEANS THAT BY SIGNING THIS RELEASE THE UNDERSIGNED WILL HAVE
WAIVED ANY RIGHT THE UNDERSIGNED HAS TO BRING A LAWSUIT OR MAKE A LEGAL CLAIM
AGAINST ALLMERICA FINANCIAL CORPORATION, THE COMPANY OR ANY OF THE RELEASEES UP
TO THE SIGNING OF THIS RELEASE, AND THAT THE UNDERSIGNED WILL HAVE RELEASED THE
RELEASEES OF ANY AND ALL CLAIMS OF ANY NATURE ARISING ON OR BEFORE THE SIGNING
OF THIS RELEASE.

In addition, this Release does not waive any rights or claims that arise after
the date this  Release is executed.   There is specially excluded from this
Release the undersigned's right to enforce the provisions of the Letter
Agreement.


                                           /s/ Larry C. Renfro
                                          ----------------------------
                                              Larry C. Renfro

                                         Date:
                                              ------------------------