Exhibit 10.47

                         Allmerica Financial Corporation
                                   Letterhead




                                                              October 25, 2002


Mr. John F. O'Brien

Dear Jack:

You have resigned as President and Chief Executive  Officer effective as of this
date. You and the Board of Directors have mutually agreed that you will continue
as a member of the Board of  Directors.  Additionally,  you have agreed to be of
special  assistance  facilitating the change in management of the Company and to
provide  ongoing  liaison  with  insurance   regulators  (the  foregoing  duties
hereinafter  referred to as  "Special  Director  Duties").  During the period of
providing Special Director Duties, but for at least six months, the Company will
provide you with suitable office space and secretarial  support,  will pay you a
monthly consulting fee of $15,000,  and will reimburse your reasonable  business
expenses.

As a  non-employee  member of the Board of  Directors,  you will be  entitled to
receive 1485 shares of Allmerica  Financial  Corporation  stock,  for the period
ending May 14,  2003.  This is the same  number of shares  received by the other
members of the Board.  During the period of time that you  receive  the  monthly
consulting fee, you will not receive meeting fees.

If you are agreeable with the  foregoing,  please sign the enclosed copy of this
letter.
                                               Very truly yours,
                                               Allmerica Financial Corporation
                                               By:


                                               /s/ Bruce C. Anderson
                                               Bruce C. Anderson, Vice President

                                               Date: 10/25/02

Accepted and Agreed:


/s/ John F. O'Brien
John F. O'Brien

Date: 10/28/02




TO:  John F. O'Brien
From:  Michael P. Angelini
DATE:  October 25, 2002
RE:  Office and Secretarial Support


Further to your discussion  with Bruce Anderson,  I agree that it is appropriate
to provide you with office  space and  secretarial  support at the  Company,  as
appropriate,  following your special Director duties as outlined in your October
25, 2002 Agreement  Letter.  While it is unclear how long you will require this,
we are prepared to do so at least through year-end 2004.

/initialed/ John F. O'Brien
/initialed/ Michael P. Angelini
/initialed/ Bruce C. Anderson