[Allmerica Financial - First Allmerica Financial Life Insurance Company
                                  letterhead]



                                        October 10, 2003


Robert P. Restrepo, Jr.


Dear Bob:

You and First  Allmerica  Financial Life Insurance  Company (the "Company") have
been discussing the status of your loan from AMGRO, Inc. which is set forth in a
certain  Credit Line  Promissory  Note (the "Note") dated  February 5, 2001. You
have agreed that the  Company  may apply  against the Note the 21,796  shares of
Allmerica  Financial  Corporation stock which is currently vested, but deferred,
by you. You and the Company have further  agreed that the Company will  withhold
6,865  shares to satisfy  federal and state  withholding  taxes that will be due
upon these shares.  Thus,  you and the Company agree that 14,931 shares shall be
applied by the Company to reduce the amount outstanding pursuant to the terms of
the Note.  You and the Company agree that the value that will be ascribed to the
shares shall be the closing price of Allmerica  Financial  Corporation  stock at
the close of trading on Friday, October 10th.

By signing  below,  you hereby  authorize the Company to apply the shares as set
forth above.

                                        Very truly yours,

                                        First Allmerica Financial Life
                                        Insurance Company

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



Agreed and accepted this 10th day of
October, 2003.


/s/Robert P. Restrepo, Jr.
--------------------------
   Robert P. Restrepo, Jr.