ALLMERICA FINANCIAL CORP
EMPLOYMENT AGREEMENT, EDWARD J. PARRY, III
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>6
<FILENAME>dex1050.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT, EDWARD J. PARRY, III
<TEXT>
<PAGE>


                                                                   Exhibit 10.50

                              Employment Agreement

AGREEMENT (the "Employment Agreement" or this "Agreement") dated as of the 1st
day of November, 2002, between First Allmerica Financial Life Insurance Company,
a corporation having its principal office at 440 Lincoln Street, Worcester,
Massachusetts 01653 (the "Company") and Edward J. Parry, III ("Employee")
residing at 88 Windsong Road, Cumberland, Rhode Island 02864.

The Company and Employee hereby agree as follows:

        1.      Employment. The Company hereby employs Employee and Employee
                hereby accepts employment upon the terms and conditions
                hereinafter set forth. (As used throughout this Agreement,
                "Company" shall mean and include any and all of its present and
                future subsidiaries and affiliates.) Employee warrants that
                Employee is free to enter into and fully perform this Agreement
                and is not subject to any employment, confidentiality,
                non-competition or other agreement which would restrict
                Employee's performance under this Agreement.

        2.      Duties. Employee shall devote Employee's full time to the
                performance of services as a member of the newly established
                Office of the Chairman with duties as determined by the Chairman
                and as President of Allmerica Asset Accumulation with
                responsibility for Corporate Services, Allmerica Financial
                Services, Corporate Finance and Allmerica Asset Management and
                provide such other services as may from time to time be
                designated by the Chairman of the Board of Allmerica Financial
                Corporation ("AFC") or by the new permanent President and Chief
                Executive Officer of AFC. During the term of this Agreement,
                Employee's services shall be completely exclusive to the Company
                and Employee shall devote Employee's entire time, attention and
                energies to the business of the Company and the duties to which
                the Company shall assign him from time to time. Employee agrees
                to perform Employee's services well and faithfully and to the
                best of Employee's ability and to carry out the policies and
                directives of the Company. Employee agrees to take no action
                prejudicial to the interests of the Company during Employee's
                employment hereunder. Employee shall be based in Worcester,
                Massachusetts but Employee may be required from time to time to
                perform duties hereunder for reasonably short periods of time
                outside said area.

        3.      Term. The term of this Agreement shall begin on November 1, 2002
                and shall end on December 31, 2003, (the "Term"). The Company
                and the Employee may by mutual written agreement extend the Term
                of this Agreement.

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        4.      Compensation.

                i)  Base Salary: During the period of Employee's employment
                    under this Agreement, the Company shall pay Employee an
                    annual salary rate of $450,000.00 payable bi-weekly, and
                    payable in accordance with the Company's payroll policy as
                    in effect from time to time ("Base Salary").

                ii) Retention Payment/Incentive Compensation: If the Employee is
                    actively at work between November 1, 2002 and March 7, 2003,
                    the Employee will receive, on March 7, 2003, a payment in
                    the amount of $200,000.00 (the "March 7, 2003 Payment")
                    provided the business unit contribution from Risk Management
                    is at least $140 million dollars. If the Employee receives
                    the March 7, 2003 Payment, the Employee waives the right to
                    receive any payment under the Company's 2002 Short Term
                    Incentive Compensation Plan. Notwithstanding the foregoing,
                    the Employee shall be a participant in the 2003 Short Term
                    Incentive Compensation Plan and have a target goal of ninety
                    percent (90%) of $450,000.00.

                iii)AFC Stock Plan: Employee shall be eligible to participate
                    in the Company's Long Term Stock Incentive Plan for 2003.
                    The terms of such participation shall be determined in
                    January of 2003.

        5.      Severance Benefit. If between November 1, 2002 and the date
                which is thirty (30) days prior to a new President and Chief
                Executive Officer of AFC commences his employment, Employee's
                employment is terminated pursuant to the provisions of Section
                10(e) or Employee terminates his employment pursuant to the
                provisions of Section 10(f), between November 1, 2002 and the
                date which is 90 days after the new President and Chief
                Executive Officer of AFC commences his employment, Employee
                shall receive a severance benefit equal to $450,000.00, provided
                Employee executes a severance agreement in the form attached
                hereto as Exhibit A (the "Severance Agreement").

                If the Company terminates Employee's employment pursuant to the
                provisions of Section 10(e) less than thirty (30) days prior to
                the new President and Chief Executive Officer's commencement of
                his employment, if the new President and Chief Executive Officer
                terminates Employee's employment pursuant to the provisions of
                Section 10(e) or Employee terminates his employment pursuant to
                the provisions of Section 10(g) after the new President and
                Chief Executive Officer of AFC has commenced his employment,
                Employee shall receive a severance benefit equal to $600,000.00,
                provided Employee executes the Severance Agreement.

                In the event Employee's employment is terminated pursuant to the
                terms of this section, Employee shall be entitled to Executive
                Outplacement Assistance as set forth in Exhibit B.

        6.      Retention Bonus. If Employee is actively employed at December
                31, 2003, Employee shall receive a retention bonus equal to
                $500,000.00.

<PAGE>

        7.      Expenses. Employee shall be entitled to reimbursement for
                expenses reasonably incurred in connection with the performance
                of Employee's duties hereunder in accordance with such
                Procedures as the Company may establish from time to time.

        8.      Vacation During Employment. Employee shall be entitled to four
                (4) weeks during each calendar year.

        9.      Additional Benefits. During the term hereof and subject to any
                contribution therefor generally required of employees of the
                Company, Employee shall be entitled to participate in any and
                all employee benefit plans from time to time in effect for
                employees of the Company generally, but the Company shall not be
                required to establish any such program or plan. Such
                participation shall be subject to (i) the terms of the
                applicable plan documents, (ii) generally applicable Company
                policies and (iii) the discretion of the Board of Directors or
                any administrative or other committee provided for in or
                contemplated by such plan. The Company may alter, modify, add to
                or delete its employee benefit plans at any time as it, in its
                sole judgment, determines to be appropriate, without recourse by
                the Employee.

        10.     Termination of Employment. Employee's employment may be
                terminated prior to the expiration of the term of this Agreement
                under the following circumstances:

                (a) By the Company in the event of Employee's failure, refusal
                    or inability satisfactorily to perform the services required
                    of Employee hereby, or to carry out any proper direction of
                    the Board of Directors with respect to the services to be
                    rendered by Employee hereunder or the manner of rendering
                    such services, or Employee's willful misconduct in the
                    performance of Employee's duties hereunder, or Employee's
                    commission of a felony;

                (b) By the Company upon 30 days' notice to Employee if Employee
                    should be prevented by illness, accident or other disability
                    from discharging Employee's duties hereunder for one or more
                    periods totaling three months during any twelve-month
                    period;

                (c) Except as otherwise provided in Section 10(a), by either the
                    Company or Employee for any material breach by the other of
                    the terms hereof, but only upon 30 days' written notice to
                    the other specifying the breach relied on for such
                    termination, and only if such breach has not been cured
                    within such 30-day period; or

                (d) In the event of Employee's death during the term of
                    Employee's employment, the Company's obligation to pay
                    further compensation hereunder shall cease forthwith, except
                    that Employee's legal representative shall be entitled to
                    receive Employee's fixed compensation for the period up to
                    the last day of the month in which such death shall have
                    occurred.

<PAGE>

                (e) By Company Other Than for Cause. Subject to the provisions
                    of Section 5, Company may terminate Employee's employment
                    hereunder other than for Cause at any time upon notice to
                    Employee.

                (f) By Employee for Good Reason. The Employee may terminate his
                    employment hereunder for Good Reason, upon notice to Company
                    setting forth in reasonable detail the nature of such Good
                    Reason. The following shall constitute Good Reason for
                    termination by Employee:

                    (i)  Material failure of Company to provide the Employee the
                         Base Salary and benefits in accordance with the terms
                         of Sections 4, 6, 8 and 9 hereof.

                    (ii) Material changes in Employee's responsibilities or
                         authority.

                In the event of termination in accordance with this Section
                10(f), Employee shall be entitled to the benefits set forth in
                the applicable provisions of Section 5.

                (g) By Employee for Any Reason. The Employee may terminate his
                    employment hereunder for any reason at any time between the
                    91st and 120th day after the new permanent President and
                    Chief Executive Officer of AFC commences his employment. In
                    the event of termination in accordance with this Section
                    10(g), Employee shall be entitled to the benefits set forth
                    in the applicable provisions of Section 5.

        11.     Confidentiality. Except in performance of services for the
                Company, Employee shall not, either during the period of
                Employees employment with the Company or thereafter, use for
                Employee's own benefit or disclose to or use for the benefit of
                any person outside the Company, any information concerning any
                Intellectual Property, or other confidential or proprietary
                information of the Company, whether Employee has such
                information in Employee's memory or embodied in writing or other
                tangible form. All originals and copies of any of the foregoing,
                however and whenever produced, shall be the sole property of the
                Company, not to be removed from the premises or custody of the
                Company without in each instance first obtaining authorization
                of the Company, which authorization may be revoked by the
                Company at any time. Upon the termination of Employee's
                employment in any manner or for any reason, Employee shall
                promptly surrender to the Company all copies of any of the
                foregoing, together with any documents, materials data,
                information and equipment belonging to or relating to the
                Company's business and in Employee's possession, custody or
                control, and Employee shall not thereafter retain or deliver to
                any other person any of the foregoing or any summary or
                memorandum thereof.

        12.     Non-Competition Covenants:

        12.1    For as long as Employee is receiving Base Salary payments
                pursuant to the terms of this Agreement, Employee may not render
                services to or be otherwise employed by

<PAGE>

                or associated with, or (except as a holder of a stock interest
                not to exceed 1 percent in the securities of publicly held and
                traded companies) interested in any person or entity which sells
                services or products competitive with those offered by Company.

        12.2    If Employee violates any of the covenants or agreements under
                this Section 12, Company shall be entitled to an accounting and
                repayment of all profits, compensation, commissions,
                remuneration, or other benefits that Employee directly or
                indirectly has realized and/or may realize as a result of,
                growing out of, or in connection with, any such violation. These
                remedies shall be in addition to, and not in limitation of, any
                other rights or remedies to which Company is or may be entitled.

        12.3    Employee and the Company are of the belief that the restrictions
                set forth in Section 12 are reasonable in view of the nature of
                the business the Company is engaged and proposes to engage, the
                state of its business development and Employee's knowledge of
                this business. However, if any provision(s) of this Section 12
                should be adjudged unreasonable in any judicial proceeding, then
                such unreasonable provision(s) shall be modified so that this
                non-competition provision may be adjudged to be reasonable.

        13.     Non-Solicitation Agreement. Employee agrees and covenants that
                Employee will not, unless acting with the Company's express
                written consent, directly or indirectly, during the term of this
                Agreement or for a period of two (2) years thereafter, solicit,
                entice away or interfere with the Company's contractual
                relationships with any customer, client, broker, officer or
                employee of the Company.

        14.     Notices. All notices and other communications hereunder shall be
                in writing and shall be deemed to have been given three days
                after having been delivered or mailed by first-class, registered
                or certified mail, or the next day after having been sent by
                overnight mail, as follows: (a) if to Employee, at the address
                shown at the head of this Agreement or to such other person(s)
                or address(es) as Employee shall have furnished to the Company
                in writing; and (b) if to the Company, Attention: Chairman of
                the Board, with a copy to the General Counsel, or to such other
                person(s) or address(es) as the Company shall have furnished to
                the Employee in writing.

        15.     Assignability. In the event that the Company shall be merged
                with, or consolidated into, any other corporation, or in the
                event that it shall sell and transfer substantially all of its
                assets to another corporation or entity, the terms of this
                Agreement shall inure to the benefit of, and be assumed by, the
                corporation or entity resulting from such merger or
                consolidation, or to which the Company's assets shall be sold
                and transferred. This Agreement shall not be assignable by
                Employee.

        16.     Entire Agreement. This Agreement contains the entire agreement
                between the Company and Employee with respect to the subject
                matter hereof and there have

<PAGE>

                been no oral or other prior agreements of any kind whatsoever as
                a condition, precedent or inducement to the signing of this
                Agreement or otherwise concerning this Agreement or the subject
                matter hereof.

        17.     Remedies.

        17.1    Subject to Section 17.2, any claim or controversy arising out of
                or relating to this Agreement, including (without limitation) a
                claim by Company that Employee has violated any one or more of
                the restrictions set forth in Sections 11, 12 or 13, shall be
                settled by arbitration before a single arbitrator in Boston,
                Massachusetts in accordance with the Commercial Arbitration
                Rules of the American Arbitration Association. If the arbitrator
                finds that a violation of the foregoing restrictions exits or is
                threatened he shall prescribe appropriate relief which may
                include an award that Employee desist from such violation,
                whether or not such an order would issue, in the circumstances,
                under the equity powers of a court. Judgment upon the award
                rendered by the arbitrator may be entered in any court of
                competent jurisdiction.

        17.2    Company shall have the right, which may be exercised in lieu of
                or in addition to the procedure set forth in Section 17.2, to
                submit a claim that Employee has violated any one or more of the
                restrictions set forth in Sections 11, 12 or 13 to any court of
                competent jurisdiction and Company will be entitled, in addition
                to any other remedies available to it from such court, to obtain
                injunctive relief from such court to enforce the terms of this
                Agreement. Employee, upon receipt of written notice of the
                institution of proceedings in such court, hereby agrees to
                submit to the jurisdiction of such court.

        18.     Amendments. This Agreement may not be amended, nor shall any
                change, waiver, modification, consent or discharge be effected
                except by written instrument executed by the Company and
                Employee.

        19.     Severability. If any part of any term or provision of this
                Agreement shall be hold or deemed to be invalid, inoperative or
                unenforceable to any extent by a court of competent
                jurisdiction, such circumstance shall in no way affect any other
                term or provision of this Agreement, the application of such
                term or provision in any other circumstances, or the validity or
                enforceability of this Agreement.

        20.     Governing Law. This Agreement shall be governed by and construed
                and enforced in accordance with the law of the Commonwealth of
                Massachusetts, without regard to conflict of law principles.

<PAGE>

IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the date first above written,

                                        First Allmerica Financial Life Insurance
                                        Company

[Seal]                                  By: /s/ Edward J. Parry, III
                                           ------------------------------------
                                              Its

                                        ---------------------------------------
                                        Edward J. Parry, III, Employee

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</DOCUMENT>
