Exhibit 10.46

                First Allmerica Financial Life Insurance Company
                                   Letterhead

                                                              March 21, 2000
Mr. J. Kendall Huber

Dear Jay:

You are a participant in the Allmerica Financial Corporation 2000 Long-Term
Incentive Program. As a participant in that program, you have received
Restricted Stock. In addition, you have informed the Company that you intent to
make a so-called 83(b) election pursuant to Internal Revenue Code Section 83(b).
First Allmerica Financial Life Insurance Company hereby agrees that if your
employment is terminated by the Company for reasons other than Cause, the
Company will pay you an amount which will fully reimburse you for any taxes you
have incurred as a result of your 83(b) election.

The term "Cause shall mean (i) the willful failure by the Participant to perform
substantially the Participant's duties as an employee of the Company (other than
due to physical or mental illness), (ii) the Participant's engaging in serious
misconduct that is injurious to the Company, any Subsidiary or any Affiliate,
(iii) the Participant's having been convicted of, or entered a plea of nolo
contendre to, a crime that constitutes a felony, (iv) the breach by the
Participant of any written or unwritten covenant or agreement not to compete
with the Company, any Subsidiary or any Affiliate or (v) the breach by the
Participant of his or her duty of loyalty to the Company, any Subsidiary or any
Affiliate.

The term "fully reimburse" shall mean that the Company shall pay you an amount
after tax that will cause you to fully recoup any federal income tax, state
income tax and Medicare tax that you have paid to the Internal Revenue Service
or state taxing authorities in connection with the 83(b) election that you have
made for the Restricted Stock that you received as a result of the Allmerica
Financial Corporation 2000 Long-Term Incentive Program.

If you voluntarily leave the employ of the Company or if you are terminated for
Cause, you shall not be entitled to any benefit pursuant to the terms of this
Letter Agreement.

                                                   Very truly yours,

                                                   FIRST ALLMERICA FINANCIAL
                                                   LIFE INSURANCE COMPANY


                                                   By: /s/ Bruce C. Anderson
                                                   Bruce C. Anderson
                                                   Vice President
Accepted and Agreed:

/s/ J. Kendall Huber