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                                                                   Exhibit 10.49

                              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 J. Kendall Huber ("Employee") residing
at 170 Greystone Lane, Sudbury, Massachusetts 01776.

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 General Counsel of the Company and its subsidiaries and
                affiliates 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 the new permanent President and
                Chief Executive Officer of AFC, (the "Successor Chief
                Executive"). 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 $375,000.00 payable bi-weekly, subject
                    thereafter to periodic review by the Chairman of the Board
                    and the Successor Chief Executive and the AFC Compensation
                    Committee, and payable in accordance with the Company's
                    payroll policy as in effect from time to time ("Base
                    Salary").

                ii) Incentive Compensation: If an incentive or bonus
                    compensation program is made available to employees of the
                    Company generally, Employee shall be entitled during the
                    term hereof to participate in such program in accordance
                    with the terms thereof, as such terms may be modified or
                    amended by the Company from time to time; provided, however,
                    that nothing contained herein shall obligate the Company to
                    adopt or continue such an incentive or bonus compensation
                    program. The Company hereby acknowledges that the Employee
                    is a participant in the 2002 Short Term Incentive
                    Compensation Plan and has a target goal of sixty percent
                    (60%) of $325,000.00. Notwithstanding the provisions of the
                    2002 Short Term Incentive Compensation Plan, the Company
                    agrees that your 2002 Short Term Incentive Compensation
                    Award will be no less than $125,000.00 provided the business
                    unit contribution from the Risk Management is at least $140
                    million dollars (the "2002 Bonus"). The Employee shall
                    continue as a participant in the 2003 Short Term Incentive
                    Compensation Plan at a target goal of seventy-five percent
                    (75%) of $375,000.00.

                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.      Walk Away Benefit. Between November 1, 2002 and July 1, 2003,
                the Employee, upon thirty (30) days written notice to the
                Company, terminate his employment with the Company, for any
                reason or for no reason, and Employee shall receive a severance
                benefit equal to $450,000.00, provided Employee executes a
                mutually acceptable Severance Agreement, which agreement would
                be in the same form required of other senior officers generally
                and contain a general release in favor of the Company.

        6.      Waiver of January 13, 2000 Walk Away Benefit. Employee hereby
                agrees that the "walk away" benefit set forth in section 5 of a
                certain letter dated January 13, 2000 from Bruce C. Anderson to
                Employee is hereby waived and of no further force or effect.

        7.      Severance Benefit. (a) If at any time the Company terminates
                Employee's employment pursuant to the provisions of Section
                12(e), or the Employee terminates his employment pursuant to the
                provisions of Section 12(f), then Employee shall receive a
                severance benefit equal to $450,000.

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                (b) No severance benefit shall be payable under this Section 7
                unless Employee executes a mutually acceptable severance
                agreement, which agreement would be in the same form required of
                other senior officers generally and include a general release in
                favor of the Company.

                (c) In the event Employee's employment is terminated pursuant to
                the terms of this section or Section 5, Employee shall be
                entitled to Executive Outplacement Assistance.

                (d) No severance agreement required under this Agreement shall
                require Employee to be subject to any non-competition,
                confidentiality, non-disclosure, non- solicitation, or services
                agreement except as set forth in this Agreement or to the extent
                Employee has previously agreed in writing to be subject to any
                such provisions.

        8.      Retention Bonus. If Employee is actively employed at December
                31, 2003, Employee shall receive a retention bonus equal to
                $350,000.00,(the "Retention Payment").

        9.      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.

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

        11.     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.

        12.     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 or
                        refusal to satisfactorily 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

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                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 12(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.

                (e)     By Company Other Than for Cause. Subject to the
                        provisions of Section 7, Company may terminate
                        Employee's employment hereunder other than for Cause at
                        any time upon notice to Employee.

                (f)     By Employee for Good Reason. After July 1, 2003, the
                        Employee may terminate his employment hereunder for Good
                        Reason, upon sixty (60) days written 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, 8, 10 and
                              11 hereof.

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

                In the event of termination in accordance with this Section
                12(f), Employee shall be entitled to the benefits set forth in
                Section 7.

        13.     Confidentiality. Except in performance of services for the
                Company, Employee shall not, either during the period of
                Employee's 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

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                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.

        14.     Non-Competition Covenants:

        14.1    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 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.

        14.2    If Employee violates any of the covenants or agreements under
                this Section 14, 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.

        14.3    Employee and the Company are of the belief that the restrictions
                set forth in Section 14 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 14
                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.

        15.     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.

        16.     Notices. All notices and other communications hereunder shall be
                in writing and shall be deemed to have been given upon delivery
                or three days after having been 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

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                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 Bruce Anderson or to such other person(s) or address(es)
                as the Company shall have furnished to the Employee in writing.

        17.     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.

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

        19.     Remedies.

        19.1    Subject to Section 19.2, 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 13, 14 or 15, 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.

        19.2    Company shall have the right, which may be exercised in lieu of
                or in addition to the procedure set forth in Section 19.2, to
                submit a claim that Employee has violated any one or more of the
                restrictions set forth in Sections 13, 14 or 15 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.

        20.     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.

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        21.     Severability. If any part of any term or provision of this
                Agreement shall be held 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.

        22.     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.

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/ J. Kendall Huber
                                           ------------------------------------
                                              Its

                                        ---------------------------------------
                                        J. Kendall Huber, Employee