ALLMERICA FINANCIAL CORP
LONG-TERM INCENTIVE AGRMT, RICHARD M. REILLY
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>incentagrm-rmr.txt
<DESCRIPTION>LONG-TERM INCENTIVE AGRMT, RICHARD M. REILLY
<TEXT>

Exhibit 10.45


                First Allmerica Financial Life Insurance Company
                                   Letterhead

                                                              March 21, 2000
Mr. Richard M. Reilly

Dear Dick:

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/


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</DOCUMENT>
